Exhibit 3.2

                           Amended and Restated Bylaws

                                       OF

                             SecureD Services, Inc.

                                   ----------

                                    ARTICLE I

                                     OFFICES

      Section 1. Principal Office. The principal business office of SecureD
Services, Inc. (the "Corporation") shall be at such location as the Board of
Directors of the Corporation (the "Board") shall, from time to time, designate.

      Section 2. Other Offices. The Corporation may also have offices at such
other places, both within and without the State of Delaware, as the Board of
Directors of the Corporation ("the Board") may from time to time determine or
the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

      Section 1. Place of Meetings. Meetings of stockholders for all purposes
may be held at such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

      Section 2. Annual Meeting. An annual meeting of stockholders, commencing
with the year of incorporation, shall be held each year on such date and at such
time as shall be designated from time to time by the Board and stated in the
notice of the meeting or in a duly executed waiver of notice of such meeting. At
such meetings, the stockholders shall elect the members of the Board and
transact such other business as may properly be brought before the meeting.

      Section 3. List of Stockholders. At least ten (10) days before each
meeting of the stockholders, a complete list of stockholders entitled to vote at
said meeting or any adjournment thereof, arranged in alphabetical order with the
address of and the number of voting shares held by each, shall be prepared by
the officer or agent having charge of the stock transfer books. Such list, for a
period of ten (10) days prior to such meeting, shall be kept on file at the
registered office or principal place of business of the Corporation and shall be
subject to inspection by any stockholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any stockholder who may be present.

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      Section 4. Special Meetings. Special meetings of stockholders, for any
purpose or purposes, unless otherwise prescribed by statute, the Certificate of
Incorporation of the Corporation, or these bylaws, may be called by providing
notice in the manner prescribed in Section 5 of this Article II by (a) the
Board, or (b) the holders of at least fifty percent (50%) of all shares entitled
to vote at such meetings, unless the Certificate of Incorporation of the
Corporation provides for a number of shares greater than or less than fifty
percent (50%), in which event special meetings may be called by the holders of
at least the percentage of shares specified in the Certificate of Incorporation
of the Corporation by providing notice in the manner prescribed in Section 5 of
this Article II, provided, however, that in no event may the Certificate of
Incorporation of the Corporation require a percentage greater than fifty percent
(50%). Business transacted at a special meeting shall be confined to the
purposes stated in the notice of the meeting.

      Section 5. Notice. (a) Written or printed notice stating the place, date
and hour of a meeting of stockholders, and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered by or at
the direction of the Chief Executive Officer, the President, the Secretary, or
the officer or person calling the meeting, to each stockholder of record
entitled to vote at such meeting, by hand, by mail via the United States Postal
Service, postage prepaid, by expedited courier, by facsimile, by electronic
mail, by telex, by messenger service, or by any other method permitted by the
General Corporation Law of the State of Delaware, provided, however, such notice
shall not be delivered less than twenty (20) days, nor more than (60) days
before the date of the meeting, or in the event of a merger or consolidation,
not less than twenty-five (25) days, nor more than sixty (60) days before the
date of the meeting.

      (b) Notice need not be given to a stockholder if: (1) notice of two
consecutive annual meetings and all notices of any meetings held during the
period between those annual meetings have been mailed to such stockholder,
addressed at such stockholder's address as shown on the records of the
Corporation, and have been returned undeliverable; or (2) all (but in no event
less than two) payments (if sent by first class mail) of distributions or
interest on securities during a 12-month period have been mailed to such
stockholder, addressed at such stockholder's address as shown on the records of
the Corporation, and have been returned undeliverable. However, if such
stockholder delivers by hand, registered or certified mail, return receipt
requested, postage prepaid, and addressed to the Corporation a written notice
setting forth such stockholder's current address, the notice requirement of this
Section 5 shall be reinstated.

      Section 6. Quorum. At each meeting the holders of a majority of the shares
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute a quorum of
stockholders for the transaction of business except as otherwise provided by
statute, the Certificate of Incorporation of the Corporation or these bylaws,
but in no event shall a quorum consist of the holders of less than one-third of
the shares entitled to vote at such a meeting. If, however, such quorum shall
not be present or represented at any meeting of stockholders, stockholders
entitled to


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<PAGE>

vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

      Section 7. Voting by Stockholders. (a) With respect to any matter other
than the election of Directors or a matter for which the affirmative vote of the
holders of a specified portion of the shares entitled to vote is required by the
General Corporation Law of the State of Delaware, the affirmative vote of the
holders of a majority of the shares entitled to vote on that matter and
represented in person or by proxy at a meeting of stockholders at which a quorum
is present shall be the act of the stockholders, unless otherwise provided in
the Certificate of Incorporation of the Corporation or these bylaws. Every
stockholder entitled to vote at any meeting shall be entitled to one vote for
each share of stock entitled to vote and held by him of record on the date fixed
as the record date for said meeting and may so vote in person or in proxy.

      (b) Unless otherwise provided in the Certificate of Incorporation of the
Corporation or these bylaws, Directors shall be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election of
Directors at a meeting of stockholders at which a quorum is present.

      Section 8. Proxies. Every stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent without a meeting may authorize
another person or persons to act for any such stockholder by proxy. Every proxy
must be signed by the stockholder entitled to vote or by his duly authorized
attorney-in-fact and shall be valid only if filed with the Secretary of the
Corporation or with the Secretary of the meeting prior to the commencement of
voting on the matter in regard to which said proxy is to be voted. No proxy
shall be valid after the expiration of eleven months from the date of its
execution unless otherwise expressly provided in the proxy. Every proxy shall be
revocable at the pleasure of the person executing it unless the proxy form
conspicuously states that the proxy is irrevocable and the proxy is coupled with
an interest. Unless the proxy by its terms provides for a specific revocation
date and except as otherwise provided by statute, revocation of a proxy shall
not be effective unless and until such revocation is executed in writing by the
stockholder who executed such proxy and the revocation is filed with the
Secretary of the Corporation or with the Secretary of the meeting prior to the
voting of the proxy.

      Section 9. Voting Procedure. Each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied or special voting rights are provided by
the Certificate of Incorporation of the Corporation. At any meeting of
stockholders, every stockholder having the right to vote shall be entitled to
vote in person, by proxy appointed by an instrument in writing subscribed by
such stockholder (as set forth in Section 8 of this Article II), or by his duly
authorized attorney-in-fact.


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<PAGE>

      Section 10. Record Date. (a) For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive a distribution by the Corporation
(other than a distribution involving a purchase or redemption by the Corporation
of any of its own shares) or a share dividend, or in order to make a
determination of stockholders for any other proper purpose (other than
determining stockholders entitled to consent to action by stockholders proposed
to be taken without a meeting of stockholders), the Board may provide that the
share transfer records shall be closed for a stated period but not to exceed, in
any case, sixty (60) days. If the shares transfer records shall be closed for
the purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such records shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the share transfer
records, these bylaws or, in the absence of an applicable bylaw, the Board may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date
in any case to be not more than sixty (60) days and, in the case of a meeting of
stockholders, not less than ten (10) days, prior to the date on which the
particular action requiring such determination of stockholders is to be taken.
If the share transfer records are not closed and no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive a distribution (other than a
distribution involving a purchase or redemption by the Corporation of any of its
own shares) or a share dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board declaring such
distribution or share dividend is adopted, as the case may be, shall be the
record date for such determination of stockholders. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this subsection, such determination shall apply to any adjournment
thereof, except where the determination has been made through the closing of the
share transfer records and the stated period of closing has expired.

      (b) For the purpose of determining stockholders entitled to call a special
meeting of stockholders pursuant to Section 4 of this Article II, the record
date shall be the date the first stockholder signs the notice of the meeting.

      (c) Unless a record date shall have previously been fixed or determined
pursuant to this Section 10, whenever action by stockholders is proposed to be
taken by consent in writing without a meeting of stockholders, the Board may fix
a record date for the purpose of determining stockholders entitled to consent to
that action, which record date shall not precede, and shall not be more than ten
(10) days after, the date upon which the resolution fixing the record date is
adopted by the Board. If no record date has been fixed by the Board and the
prior action of the Board is not required by the General Corporation Law of the
State of Delaware, the record date for determining stockholders entitled to
consent to action in writing without a meeting shall be the first date on which
a signed written consent setting forth the action taken or proposed to be taken
is delivered to the Corporation in the manner provided by Section 11(c) of this
Article II. If no record


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<PAGE>

date shall have been fixed by the Board and the prior action of the Board is
required by the General Corporation Law of the State of Delaware, the record
date for determining stockholders entitled to consent to action in writing
without a meeting shall be at the close of business on the date on which the
Board adopts a resolution taking such prior action.

      Section 11. Action Without Meeting; Telephone Meetings. (a) Any action
required or permitted to be taken at a meeting of stockholders of the
Corporation may be taken without a meeting, without prior notice, and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of shares having not less than the minimum number
of votes that would be necessary to take such action at a meeting at which the
holders of all shares entitled to vote on the action were present and voted and
shall be delivered, to the Corporation's registered office in the State of
Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded, in the manner prescribed by subsection (c) of this
Section 11.

      (b) Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the action that is the subject of the consent unless, within sixty (60)
days after the date of the earliest dated consent delivered to the Corporation,
in the manner prescribed by subsection (c) of this Section 11, the consents
signed by a sufficient number of holders of shares that would be necessary to
take such action at a meeting at which the holders of all shares entitled to
vote on the action were present and voted and shall be delivered, to the
Corporation's registered office in the State of Delaware, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded.

      (c) For purposes of this Section 11, the delivery of the written consent
or consents shall be by hand, by mail via the United States Postal Service,
postage prepaid, by expedited courier, by facsimile, by electronic mail, or any
other method permitted by the General Corporation Law of the State of Delaware,
provided, however, any delivery made to the Corporation's registered office
shall be by hand or by registered or certified mail, return receipt requested,
and postage prepaid.

      (d) Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original written consent for
any and all purposes for which the original written consent could be used,
provided that such copy, facsimile or other reproduction shall be a complete
reproduction of the entire original written consent.

      (e) Prompt notice of the taking of any action by stockholders without a
meeting by less than unanimous written consent shall be given to those
stockholders who did not consent in writing to the action.


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<PAGE>

      (f) Subject to the notice provisions of Section 5 of this Article II and
unless otherwise restricted by the Certificate of Incorporation of the
Corporation, stockholders may participate in and hold a meeting by means of
video or telephone conferencing, or similar communications methods or any other
remote communication methods permitted by the General Corporation Law of the
State of Delaware, by means of which all persons participating in the meeting
can hear each other, and participation in such meeting shall constitute presence
in person at such meeting, except where a person's participation is for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

      Section 12. Inspectors at Meetings. In advance of any stockholders'
meeting, the Board may appoint one or more inspectors to act at the meeting or
at any adjournment thereof and if not so appointed the person presiding at any
such meeting may, and at the request of any stockholder entitled to vote thereat
shall, appoint one or more inspectors. Each inspector, before entering upon the
discharge of his duties as set forth in the General Corporation Law of the State
of Delaware, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability.

      Section 13. Conduct of Meeting. Except as otherwise provided in Section 11
of this Article II, meetings of stockholders shall be presided over by the Chief
Executive Officer and/or the President, or if neither the Chief Executive
Officer nor the President is present, by a Vice-President, or if none of the
Chief Executive Officer, the President or any Vice-President is present, by a
Chairman thereby chosen by the stockholders at the meeting. The Secretary of the
Corporation, or in his absence, an Assistant Secretary, shall act as secretary
of every meeting but if neither the Secretary nor the Assistant Secretary is
present, the Chairman of the meeting shall appoint any person present to act as
secretary of the meeting.

                                   ARTICLE III

                                    DIRECTORS

      Section 1. Management. The business and affairs of the Corporation shall
be managed under the direction of its Board who may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the Certificate of Incorporation of the Corporation or by these bylaws
directed or required to be exercised or done by stockholders. The Board shall
keep regular minutes of its proceedings.

      Section 2. Number; Election. In accordance with the General Corporation
Law of the State of Delaware, the number of Directors constituting the whole
Board shall not be less than one, nor more than nine, as shall be determined
from time to time by the Board in its sole discretion. As used in these bylaws
the phrase "whole Board" shall be deemed to mean the total number of Directors
that the Corporation would have if there


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<PAGE>

were no vacancies. Directors shall be elected at the annual meeting of
stockholders, except as hereinafter provided, and each Director elected shall
hold office until his successor shall be elected and shall qualify.

      Section 3. Removal and Vacancies. Any Director may be removed only for
cause, at any annual or special meeting of stockholders by the affirmative vote
of a majority in number of shares of stockholders present in person or by proxy
at such meeting and entitled to vote for the removal of such Director, if notice
of the intention to act upon such matters shall have been given in the notice
calling such meeting. Any vacancy occurring in the Board may be filled by the
vote of a majority of the remaining Directors, even if such remaining Directors
comprise less than a quorum of the Board. A Director elected to fill a vacancy
shall be elected for the unexpired term of such Director's predecessor in
office. Any position on the Board to be filled by reason of an increase in a
number of Directors may be filled by the vote of a majority of Directors then in
office although less than a quorum, election at an annual meeting of
stockholders or at a special meeting of stockholders duly called for such
purpose, provided that the Board may fill no more than two such vacancies during
the period between any two successive annual meetings of stockholders.

      Section 4. Election of Directors. At every election of Directors, each
stockholder entitled to vote with respect to such matter shall have the right to
vote in person or by proxy the number of voting shares owned by him for as many
persons as there are Directors to be elected and for whose election he has a
right to vote. Cumulative voting shall be prohibited.

      Section 5. Place of Meetings. The Directors of the Corporation may hold
their meetings, both regular and special, either within or without the State of
Delaware.

      Section 6. First Meetings. The first meeting of each newly elected Board
shall be held without further notice immediately following the annual meeting of
stockholders, and at the same place, unless by unanimous consent of the
Directors then elected and serving, such time or place shall be changed.

      Section 7. Regular Meetings. Regular meetings of the Board shall be held
at such time and place as shall from time to time be determined by the Board.

      Section 8. Special Meetings. Special meetings of the Board may be called
by the Chief Executive Officer or the President on three (3) hours notice
delivered to each Director, by hand, by facsimile, by telephone, or by
electronic mail. Special meetings may be called in like manner and on like
notice on the request of any two Directors. Except as may be otherwise expressly
provided by statute, the Certificate of Incorporation of the Corporation or
these bylaws, neither the business to be transacted at, nor the purpose of, any
special meeting need be specified in a notice or waiver of notice.


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<PAGE>

      Section 9. Quorum. At all meetings of the Board, the presence of a
majority of the whole Board shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board, except as may be otherwise specifically provided by statute, the
Certificate of Incorporation of the Corporation or these bylaws. If a quorum
shall not be present at any meeting of Directors, the Directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

      Section 10. Action Without Meeting; Telephone Meetings. Any action
required or permitted to be taken at a meeting of the Board or members of any
committee designated by the Board may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all the members of the
whole Board or all the members of the committee, as the case may be. Such
consent shall have the same force and effect as a unanimous vote at a meeting
subject to applicable notice provisions and unless otherwise restricted by the
Certificate of Incorporation of the Corporation, members of the Board or members
of any committee designated by the Board, as the case may be, may participate in
and hold a meeting by means of video or telephone conferencing, or any other
remote communication methods permitted by the General Corporation Law of the
State of Delaware, by means of which all persons participating in the meeting
can hear each other, and participation in such meeting shall constitute presence
in person at such meeting, except where a person's participation is for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

      Section 11. Chairman of the Board. The Board may elect a Chairman of the
Board to preside at their meetings and to perform such other duties as the Board
may from time to time assign to him.

      Section 12. Compensation. Directors, as such, shall not receive any stated
salary for their services, but by resolution of the Board a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board; provided that nothing herein contained shall be
construed to preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of any committee
designated by the Board may, by resolution of the Board, be allowed compensation
for attending committee meetings.

      Section 13. Executive Committee. The Board may, by resolution adopted by a
majority of the whole Board, designate an Executive Committee, to consist of one
or more of the Directors of the Corporation. The Executive Committee, to the
extent provided in said resolution, shall have and may exercise all of the
authority of the Board in the management of the business and affairs of the
Corporation, except where action of the whole Board is required by statute or by
the Certificate of Incorporation of the Corporation, and shall have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it. The Executive Committee may be terminated , and


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<PAGE>

any member of the Executive Committee may be removed, by the Board, by the
affirmative vote of a majority of the whole Board, whenever in its judgment the
best interests of the Corporation will be served thereby. The Executive
Committee shall keep regular minutes of its proceedings and report the same to
the Board when required.

      Section 14. Other Committees. The Board may, by resolution adopted by a
majority of the whole Board, designate from among its members one or more
committees, other than an Executive Committee, to the extent provided in such
resolution. Any such committee may be terminated by, and any member of any such
committee or committees may be removed by the Board, by the affirmative vote of
a majority of the whole Board, whenever in its judgment the best interests of
the Corporation will be served thereby. Any and all such committees shall keep
regular minutes of its proceedings and report the same to the Board when
required.

      Section 15. Resignations. Any Director or any member of any committee of
the Board , may resign at any time by giving written notice to the Board, the
Chief Executive Officer, the President and the Secretary. Any such resignation
shall take effect at the time specified therein or, if the time is not specified
therein, upon the receipt thereof, irrespective of whether any such resignation
shall have been accepted.

      Section 16. Statutory Notices. The Board may appoint the Treasurer or any
other officer of the Corporation to cause to be prepared and furnished to
stockholders entitled thereto any special financial notice and/or statement
which may be required by the General Corporation Law of the State of Delaware or
by any other applicable statute.

                                   ARTICLE IV

                                     NOTICES

      Section 1. Method. Whenever by statute, the Certificate of Incorporation
of the Corporation, or these bylaws, notice is required to be given to any
Director or stockholder, and no provision is made as to how such notice shall be
given, it shall not be construed to mean personal service, but any such notice
may be given in writing, delivered by hand or registered or certified mail,
return receipt requested, postage prepaid, addressed to such Director or
stockholder at such address as appears on the books of the Corporation or in any
other method permitted by law. Any notice required or permitted to be given by
mail shall be deemed to be given at the time when the same shall be thus
deposited in the United States mail as aforesaid.

      Section 2. Waiver. Whenever any notice is required to be given to any
stockholder or Director of the Corporation by statute, the Certificate of
Incorporation of the Corporation, or these bylaws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated in such notice, shall be deemed equivalent to the giving of such
notice. Attendance of a stockholder or Director at a meeting shall constitute a
waiver of notice of such meeting, except where a


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<PAGE>

stockholder or Director attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened. Consent in writing by a stockholder or Director to any
action taken or resolution adopted by stockholders or Directors of the
Corporation shall constitute a waiver of any and all notices required to be
given in connection with such action or resolution.

                                    ARTICLE V

                                    OFFICERS

      Section 1. Officers. The Board may elect or appoint a Chief Executive
Officer, President, one or more Vice-Presidents, a Secretary and a Treasurer,
and such other officers as it may determine, or as may be provided in these
bylaws. Any two or more offices may be held by the same person.

      Section 2. Election. The Board at its initial meeting and at its first
meeting after each annual meeting of stockholders shall choose a Chief Executive
Officer, President, Treasurer and a Secretary, none of whom need be a member of
the Board, a stockholder or a resident of the State of Delaware. The Board may
appoint such other officers and agents as it shall deem necessary, who shall be
appointed for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.

      Section 3. Compensation. The compensation of all officers and agents of
the Corporation shall be fixed by the Board.

      Section 4. Removal and Vacancies. Each officer of the Corporation shall
hold office until his successor is chosen and qualified in his stead or until
his death or until his resignation or removal from office. Any officer may be
removed with or without cause by a majority of the members of the Board present
at a meeting of the Board at which a quorum is represented, whenever in the
judgment of the Board the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. If the office becomes vacant for any reason, the
vacancy may be filled by the Board.

      Section 5. Chief Executive Officer. The Chief Executive Officer, if any,
shall be the Chairman of the Board and the most senior officer of the
corporation and shall have all the duties and powers of the President. The Chief
Executive Officer shall also perform such other duties and may exercise such
other powers as from time to time may be assigned to him or her by these bylaws
or by the Board.

      Section 6. President. The President shall also be the Chief Executive
Officer if the position of Chief Executive Officer is vacant. Subject to the
control of the Board, the President shall have general supervision of the
business of the Corporation and shall see that all orders and resolutions of the
Board are carried into effect. The President shall


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execute all bonds, mortgages, contracts and other instruments of the Corporation
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except that the other
officers of the Corporation may sign and execute documents when so authorized by
these bylaws, the Board or the President. The President shall preside at all
meetings of the stockholders and the Board. The President shall also perform
such other duties and may exercise such other powers as from time to time may be
assigned to him or her by these bylaws or by the Board.

      Section 7. Vice President. Each Vice President, if any, shall have only
such powers and perform only such duties as the Board may from time to time
prescribe or as the President may from time to time delegate to such Vice
President.

      Section 8. Secretary. The Secretary shall attend all sessions of the Board
and all meetings of stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for the Executive Committee when required. The Secretary shall give, or cause to
be given, notice of all meetings of stockholders and special meetings of the
Board, and shall perform such other duties as may be prescribed by the Board or
President, under whose supervision the Secretary shall be. The Secretary shall
keep in safe custody the seal of the Corporation and, when authorized by the
Board, affix the same to any instrument requiring it, and, when so affixed, it
shall be attested by the Secretary's signature or by the signature of the
Treasurer or an Assistant Secretary.

      Section 9. Assistant Secretaries. Each Assistant Secretary, if any, shall
have only such powers and perform only such duties as the Board may from time to
time prescribe or as the President may from time to time delegate.

      Section 10. Chief Financial Officer. Chief Financial Officer, if any,
shall have all the duties and powers of the Treasurer including, the
responsibilities and authority pertaining to all financial, accounting and
budgetary affairs of the Corporation and such other powers as from time to time
may be assigned to him or her by these bylaws or by the Board. The Chief
Financial Officer shall perform all other necessary acts and duties in
connection with the administration of the financial affairs of the Corporation
and shall generally perform all the duties usually appertaining to the office of
Chief Financial Officer of a corporation. In addition, the Chief Financial
Officer shall have active control of, and shall be responsible for, all matters
pertaining to the accounts of the Corporation. The Chief Financial Officer
shall: supervise the auditing of all payrolls and vouchers of the Corporation
and shall direct the manner of certifying the same; supervise the manner of
keeping all vouchers for payments by the Corporation and all other documents
relating to such payments; receive, audit and consolidate all operating and
financial statements of the Corporation, its various departments, divisions and
subsidiaries, if any; supervise the books of account of the Corporation, their
arrangement and classification; and supervise the accounting and auditing
practices of the Corporation and its subsidiaries, if any. In the absence of the
Chief Financial Officer, the Treasurer,


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the Assistant Treasurer or, if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors, or if there be no
Assistant Treasurer or if such Assistant Treasurer is not available, such person
as shall be designated by the President shall perform the duties and exercise
the powers of the Chief Financial Officer and shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.

      Section 11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements of the Corporation and shall deposit all monies and
other valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board. The Treasurer shall disburse the
funds of the Corporation as may be ordered by the Board, taking proper vouchers
for such disbursements, and shall render to the President and Directors, at the
regular meetings of the Board, or whenever they may require it, an account of
all transactions as Treasurer and of the financial condition of the Corporation,
and shall perform such other duties as the Board may prescribe. If required by
the Board, the Treasurer shall give the Corporation a bond in such form in such
sum, and with surety or sureties as shall be satisfactory to the Board for the
faithful performance of the duties of such office and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money, and other property
of whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

      Section 12. Assistant Treasurers. Each Assistant Treasurer, if any, shall
have only such powers and perform only such duties as the Board may from time to
time prescribe.

      Section 13. Resignations. Any officer of the Corporation may resign at any
time by giving written notice to the Board, the Chief Executive Officer, the
President and the Secretary. Any such resignation shall take effect at the time
specified therein or, if the time is not specified therein, upon the receipt
thereof, irrespective of whether any such resignation shall have been accepted.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

      Section 1. Certificates. Certificates in such form as may be determined by
the Board shall be delivered representing all shares to which stockholders are
entitled. Such certificates shall be consecutively numbered and shall be entered
in the books of the Corporation as they are issued. Each certificate shall state
on the face thereof the holder's name, the number and class of shares, and the
par value of such shares or a statement that such shares are without par value.
They shall be signed by the Chief Executive Officer or the President and the
Secretary or an Assistant Secretary and may be sealed with the seal


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of the Corporation or a facsimile thereof. The signature of any such officer may
be a facsimile.

      Section 2. Lost Certificates. The Board may direct a new certificate
representing shares to be issued in place of any certificate theretofore issued
by the Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing such issue of a new certificate, the Board, in its
discretion and as a condition precedent to the issuance thereof, may require the
owner of such lost or destroyed certificate, or the owner's legal
representative, to advertise the same in such manner as it shall require and/or
give the Corporation a bond in such form, in such sum, and with such surety or
sureties as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost or destroyed.

      Section 3. Transfer of Shares. Shares of stock shall be transferable only
on the books of the Corporation by the holder thereof in person or by the
holder's duly authorized attorney. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation or the transfer
agent of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

      Section 4. Registered Stockholders. Unless otherwise provided in the
General Corporation Law of the State of Delaware (a) the Corporation may regard
the person in whose name any shares issued by the Corporation are registered in
the share transfer records of the Corporation at any particular time (including,
without limitation, as of a record date fixed pursuant to these bylaws) as the
owner of those shares at that time for purposes of voting those shares,
receiving distributions thereon or notices in respect thereof, transferring
those shares, exercising rights of dissent with respect to those shares,
exercising or waiving any preemptive right with respect to those shares,
entering into agreements with respect to those shares, or giving proxies with
respect to those shares; and (b) neither the Corporation nor any of its
officers, Directors, employees, or agents shall be liable for regarding that
person as the owner of those shares at that time for those purposes, regardless
of whether that person does not possess a certificate for those shares.

                                   ARTICLE VII

                               GENERAL PROVISIONS

      Section 1. Distributions and Share Dividends. Distributions and share
dividends, subject to the provisions of the Certificate of Incorporation of the
Corporation, if any, may be authorized by the Board at any regular or special
meeting. Distributions may be paid in cash, in property, or in the issuance of
indebtedness, and may be in the form of a dividend on the outstanding shares of
the Corporation, a purchase or


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<PAGE>

redemption by the Corporation of any of its own shares, or a payment in
liquidation of all or a portion of the assets of the Corporation. Share
dividends shall be paid in authorized but unissued shares of the Corporation or
in treasury shares subject to the provisions of the General Corporation Law of
the State of Delaware and the Certificate of Incorporation of the Corporation.
The Board may fix a record date in the manner provided in Article II of these
bylaws for the purpose of determining stockholders entitled to receive a
distribution (other than a distribution involving a purchase or redemption by
the Corporation of any of its own shares) or share dividend.

      Section 2. Reserves. There may be created by resolution of the Board out
of the surplus of the Corporation such reserve or reserves as the Directors from
time to time, in their discretion, think proper to provide for contingencies, or
to equalize distributions, or to repair or maintain any property of the
Corporation, or for such other purposes as the Directors shall think beneficial
to the Corporation, and the Directors may modify or abolish any such reserve in
the manner in which it was created.

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

      Section 4. Fiscal Year. The fiscal year of the Corporation shall end each
year on December 31.

      Section 5. Seal. The corporate seal shall have inscribed thereon the name
of the Corporation. Said seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.

      Section 6. Indemnification. The Corporation shall indemnify every Director
and officer of the Corporation against, and reimburse and advance to every
Director and officer for, all liabilities, costs and expenses incurred in
connection with such directorship or office and any actions taken or omitted in
such capacity to the greatest extent permitted under the General Corporation Law
of the State of Delaware and other applicable laws at the time of such
indemnification, reimbursement or advance payment.

      Section 7. Amendments. These bylaws may be amended or repealed or new
bylaws may be adopted by the stockholders of the Corporation or by the Board.

      Section 8. Books And Records. There shall be maintained at the principal
office of the Corporation books of account of all the Corporation's business and
transactions. There shall be maintained at the principal office of the
Corporation or at the office of the Corporation's transfer agent a record
containing the names and addresses of all stockholders, the number and class of
shares held by such and the dates when they respectively became the owners of
record thereof.


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