Exhibit 3.2  BYLAWS  OF  DITECH NETWORKS, INC.  (A DELAWARE CORPORATION)  (As Amended and Restated on July 13, 2010)  TABLE OF CONTENTS  PAGEARTICLE I
  OFFICES
  1Section 1.
  Registered
  Office
  1Section 2.
  Other
  Offices
  1ARTICLE II
  CORPORATE SEAL
  1Section 3.
  Corporate
  Seal
  1ARTICLE III
  STOCKHOLDERS MEETINGS
  1Section 4.
  Place
  Of Meetings
  1Section 5.
  Annual
  Meetings
  1Section 6.
  Special
  Meetings
  4Section 7.
  Notice
  Of Meetings
  4Section 8.
  Quorum
  5Section 9.
  Adjournment
  And Notice Of Adjourned Meetings
  5Section 10.
  Voting
  Rights
  5Section 11.
  Joint
  Owners Of Stock
  6Section 12.
  List
  Of Stockholders
  6Section 13.
  Action
  Without Meeting
  6Section 14.
  Organization
  7ARTICLE IV
  DIRECTORS
  8Section 15.
  Number
  And Term Of Office
  8Section 16.
  Powers
  8Section 17.
  Classes
  of Directors
  8Section 18.
  Vacancies
  9Section 19.
  Resignation
  10Section 20.
  Removal
  10Section 21.
  Meetings
  10Section 22.
  Quorum
  And Voting
  11Section 23.
  Action
  Without Meeting
  11Section 24.
  Fees
  And Compensation
  12Section 25.
  Committees
  12Section 26.
  Organization
  13  i


TABLE OF CONTENTS (CONTINUED)  PAGEARTICLE V
  OFFICERS
  13Section 27.
  Officers
  Designated
  13Section 28.
  Tenure
  And Duties Of Officers
  14Section 29.
  Delegation
  Of Authority
  15Section 30.
  Resignations
  15Section 31.
  Removal
  15ARTICLE VI
  EXECUTION OF CORPORATE
  INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION
  15Section 32.
  Execution
  Of Corporate Instruments
  15Section 33.
  Voting
  Of Securities Owned By The Corporation
  16ARTICLE VII
  SHARES OF STOCK
  16Section 34.
  Form And
  Execution Of Certificates
  16Section 35.
  Lost
  Certificates
  16Section 36.
  Transfers
  16Section 37.
  Fixing
  Record Dates
  17Section 38.
  Registered
  Stockholders
  18ARTICLE VIII
  OTHER SECURITIES OF THE
  CORPORATION
  18Section 39.
  Execution
  Of Other Securities
  18ARTICLE IX
  DIVIDENDS
  18Section 40.
  Declaration
  Of Dividends
  18Section 41.
  Dividend
  Reserve
  19ARTICLE X
  FISCAL YEAR
  19Section 42.
  Fiscal
  Year
  19ARTICLE XI
  INDEMNIFICATION
  19Section 43.
  Indemnification Of
  Directors, Executive Officers, Other Officers, Employees And Other Agents
  19ARTICLE XII
  NOTICES
  22Section 44.
  Notices
  22ARTICLE XIII
  AMENDMENTS
  24Section 45.
  Amendments
  24  ii


TABLE OF CONTENTS (CONTINUED)  PAGEARTICLE XIV
  LOANS TO OFFICERS
  24Section 46.
  Loans
  To Officers
  24  iii


BYLAWS  OF  DITECH NETWORKS, INC.  (A DELAWARE CORPORATION)  ARTICLE I  OFFICES  Section 1.             
Registered Office.The registered office of the corporation in
the State of Delaware shall be in the City of Dover, County of Kent.  Section 2.             
Other Offices.The corporation shall also have and maintain
an office or principal place of business at such place as may be fixed by the
Board of Directors, and may also have offices at such other places, both within
and without the State of Delaware as the Board of Directors may from time to
time determine or the business of the corporation may require.  ARTICLE II  CORPORATE SEAL  Section 3.             
Corporate Seal.The corporate seal shall consist of a die
bearing the name of the corporation and the inscription, Corporate
Seal-Delaware.  Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.  ARTICLE III  STOCKHOLDERS MEETINGS  Section 4.             
Place Of Meetings.Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors, or,
if not so designated, then at the office of the corporation required to be
maintained pursuant to Section 2 hereof.  Section 5.             
Annual Meetings.  (a)The annual
meeting of the stockholders of the corporation, for the purpose of election of
directors and for such other business as may lawfully come before it, shall be
held on such date and at such time as may be designated from time to time by
the Board of Directors.  Nominations of persons for election to the Board
of Directors of the corporation and the proposal of business to be considered
by the stockholders may be made at an annual meeting of stockholders:  (i) pursuant
to the corporations notice of meeting of stockholders; (ii) by or at the
direction of the Board of Directors; or (iii) by any stockholder of the
corporation who was a  1


stockholder of record at the
time of giving of notice provided for in the following paragraph, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in Section 5.  (b)At an annual
meeting of the stockholders, only such business shall be conducted as shall
have been properly brought before the meeting.  For nominations or other
business to be properly brought before an annual meeting by a stockholder
pursuant to clause (iii) of Section 5(a) of these Bylaws, (i) the
stockholder must have given timely notice thereof in writing to the Secretary
of the corporation, (ii) such other business must be a proper matter for
stockholder action under the General Corporation Law of Delaware, (iii) if
the stockholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, has provided the corporation with a Solicitation Notice (as
defined in this Section 5(b)), such stockholder or beneficial owner must,
in the case of a proposal, have delivered a proxy statement and form of proxy
to holders of at least the percentage of the corporations voting shares
required under applicable law to carry any such proposal, or, in the case of a
nomination or nominations, have delivered a proxy statement and form of proxy
to holders of a percentage of the corporations voting shares reasonably
believed by such stockholder or beneficial owner to be sufficient to elect the
nominee or nominees proposed to be nominated by such stockholder, and must, in
either case, have included in such materials the Solicitation Notice, and
(iv) if no Solicitation Notice relating thereto has been timely provided
pursuant to this section, the stockholder or beneficial owner proposing such
business or nomination must not have solicited a number of proxies sufficient
to have required the delivery of such a Solicitation Notice under this
Section 5.  To be timely, a stockholders notice shall be delivered
to the Secretary at the principal executive offices of the Corporation not
later than the close of business on the ninetieth (90th) day nor earlier than
the close of business on the one hundred twentieth (120th) day prior to the
first anniversary of the preceding years annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced more than
thirty (30) days prior to or delayed by more than thirty (30) days after the
anniversary of the preceding years annual meeting, notice by the stockholder
to be timely must be so delivered not earlier than the close of business on the
one hundred twentieth (120th) day prior to such annual meeting and not later
than the close of business on the later of the ninetieth (90th) day prior to
such annual meeting or the tenth (10th) day following the day on which public
announcement of the date of such meeting is first made.  In no event shall
the public announcement of an adjournment of an annual meeting commence a new
time period for the giving of a stockholders notice as described above. 
Such stockholders notice shall set forth: (A) as to each person whom the
stockholder proposed to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or
is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the 1934 Act) and
Rule 14a-11 thereunder (including such persons written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected); (B) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (C) as
to the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and  2


address of such stockholder,
as they appear on the corporations books, and of such beneficial owner,
(ii) the class and number of shares of the corporation which are owned
beneficially and of record by such stockholder and such beneficial owner, and
(iii) whether either such stockholder or beneficial owner intends to
deliver a proxy statement and form of proxy to holders of, in the case of the
proposal, at least the percentage of the corporations voting shares required
under applicable law to carry the proposal or, in the case of a nomination or
nominations, a sufficient number of holders of the corporations voting shares
to elect such nominee or nominees (an affirmative statement of such intent, a Solicitation
Notice).  (c)Notwithstanding anything in the second sentence of Section 5(b) of
these Bylaws to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the corporation is increased and there is
no public announcement naming all of the nominees for director or specifying
the size of the increased Board of Directors made by the corporation at least
one hundred (100) days prior to the first anniversary of the preceding years annual
meeting, a stockholders notice required by this Section 5 shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the corporation not later than the close of
business on the tenth (10th) day following the day on which such public
announcement is first made by the corporation.  (d)Only such
persons who are nominated in accordance with the procedures set forth in this
Section 5 shall be eligible to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this
Section 5.  Except as otherwise provided by law, the Chairman of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made, or proposed, as
the case may be, in accordance with the procedures set forth in these Bylaws
and, if any proposed nomination or business is not in compliance with these
Bylaws, to declare that such defective proposal or nomination shall not be
presented for stockholder action at the meeting and shall be disregarded.  (e)Notwithstanding the foregoing provisions of this Section 5, in order to
include information with respect to a stockholder proposal in the proxy
statement and form of proxy for a stockholders meeting, stockholders must
provide notice as required by the regulations promulgated under the 1934
Act.  Nothing in these Bylaws shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the corporation proxy
statement pursuant to Rule 14a-8 under the 1934 Act.  (f)For purposes
of this Section 5, public announcement shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or
15(d) of the 1934 Act.  3


Section 6.             
Special Meetings.  (a)Special
meetings of the stockholders of the corporation may be called, for any purpose
or purposes, only by the Board of Directors pursuant to a resolution adopted by
a majority of the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board of Directors for adoption), and shall be
held at such place, on such date, and at such time as the Board of Directors
shall fix.  At any time or times that
the corporation is subject to Section 2115(b) of the California General
Corporation Law (CGCL), stockholders holding five percent (5%) or more of the
outstanding shares shall have the right to call a special meeting of
stockholders as set forth in Section 18(c) herein.  (b)The Board of
Directors shall determine the time and place of such special meeting. 
Upon determination of the time and place of the meeting, the Secretary of the
corporation shall cause notice to be given to the stockholders entitled to
vote, in accordance with the provisions of Section 7 of these Bylaws.  At a special meeting of stockholders, only
such business shall be conducted as shall be specified in the notice of meeting
(or any supplements thereto).  (c)Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
corporations notice of meeting (i) by or at the direction of the Board of
Directors or (ii) by any stockholder of the corporation who is a
stockholder of record at the time of giving notice provided for in these Bylaws
who shall be entitled to vote at the meeting and who complies with the notice
procedures set forth in this Section 6(c).  In the event the
corporation calls a special meeting of stockholders for the purpose of electing
one or more directors to the Board of Directors, any such stockholder may
nominate a person or persons (as the case may be), for election to such
position(s) as specified in the corporations notice of meeting, if the
stockholders notice required by Section 5(b) of these Bylaws shall
be delivered to the Secretary at the principal executive offices of the
corporation not earlier than the close of business on the one hundred twentieth
(120th) day prior to such special meeting and not later than the close of
business on the later of the ninetieth (90th) day prior to such meeting or the
tenth (10th) day following the day on which public announcement is first made
of the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.  In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholders notice as described above.  Section 7.             
Notice Of Meetings.Except as otherwise provided by law or the
Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10) nor more than sixty (60) days before
the date of the meeting to each stockholder entitled to vote at such meeting,
such notice to specify the place, date and hour and purpose or purposes of the
meeting.  Notice of the time, place and purpose of any meeting of
stockholders may be waived in writing, signed by the person entitled to notice
thereof, either before or after such meeting, and will be waived by any
stockholder by his attendance thereat in  4


person or by proxy, except
when the stockholder attends a 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.  Any stockholder so waiving
notice of such meeting shall be bound by the proceedings of any such meeting in
all respects as if due notice thereof had been given.  Section 8.             
Quorum.At all meetings of stockholders, except where otherwise provided
by statute or by the Certificate of Incorporation, or by these Bylaws, the
presence, in person or by proxy duly authorized, of the holders of a majority
of the outstanding shares of stock entitled to vote shall constitute a quorum
for the transaction of business.  In the absence of a quorum, any meeting
of stockholders may be adjourned, from time to time, either by the chairman of
the meeting or by vote of the holders of a majority of the shares represented
thereat, but no other business shall be transacted at such meeting.  The
stockholders present at a duly called or convened meeting, at which a quorum is
present, may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.  Except
as otherwise provided by statute, the Certificate of Incorporation or these
Bylaws, in all matters other than the election of directors, the affirmative
vote of the majority of shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders.  Except as otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy at the meeting
and entitled to vote on the election of directors.  Where a separate vote
by a class or classes or series is required, except where otherwise provided by
the statute or by the Certificate of Incorporation or these Bylaws, a majority
of the outstanding shares of such class or classes or series, present in person
or represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on that matter and, except where otherwise provided by the
statute or by the Certificate of Incorporation or these Bylaws, the affirmative
vote of the majority (plurality, in the case of the election of directors) of
the votes cast by the holders of shares of such class or classes or series
shall be the act of such class or classes or series.  Section 9.             
Adjournment And Notice Of Adjourned Meetings.Any meeting of
stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the
shares casting votes.  When a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. 
At the adjourned meeting, the corporation may transact any business which might
have been transacted at the original meeting.  If the adjournment is for
more than thirty (30) days or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.  Section 10.           
Voting Rights.For the purpose of determining those
stockholders entitled to vote at any meeting of the stockholders, except as
otherwise provided by law, only persons in whose names shares stand on the
stock records of the corporation on the record date, as provided in Section 12
of these Bylaws, shall be entitled to vote at any meeting of
stockholders.  Every person entitled to vote or execute consents shall
have the right to do so either in person or by an agent or agents authorized by
a proxy granted in accordance with Delaware law.  An agent so  5


appointed need not be a
stockholder.  No proxy shall be voted after three (3) years from its
date of creation unless the proxy provides for a longer period.  Section 11.           
Joint Owners Of Stock.If shares or other securities having
voting power stand of record in the names of two (2) or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in
common, tenants by the entirety, or otherwise, or if two (2) or more
persons have the same fiduciary relationship respecting the same shares, unless
the Secretary is given written notice to the contrary and is furnished with a
copy of the instrument or order appointing them or creating the relationship
wherein it is so provided, their acts with respect to voting shall have the following
effect:  (a) if only one (1) votes, his act binds all;
(b) if more than one (1) votes, the act of the majority so voting
binds all; (c) if more than one (1) votes, but the vote is evenly
split on any particular matter, each faction may vote the securities in
question proportionally, or may apply to the Delaware Court of Chancery for
relief as provided in the Delaware General Corporation Law,
Section 217(b).  If the instrument filed with the Secretary shows
that any such tenancy is held in unequal interests, a majority or even-split
for the purpose of subsection (c) shall be a majority or even-split
in interest.  Section 12.           
List Of Stockholders.The Secretary shall prepare and make,
at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at said meeting, arranged in
alphabetical order, showing the address of each stockholder and the number of
shares registered in the name of each stockholder.  Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten
(10) days prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not specified, at the place where the meeting is to be
held.  The list shall be produced and kept at the time and place of
meeting during the whole time thereof and may be inspected by any stockholder
who is present.  Section 13.           
Action Without Meeting.  (a)Unless
otherwise provided in the Certificate of Incorporation, any action required by
statute to be taken at any annual or special meeting of the stockholders, or
any action which may be taken at any annual or special meeting of the
stockholders, may be taken without a meeting, without prior notice and without
a vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.  (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 corporate action
referred to therein unless, within sixty (60) days of the earliest dated
consent delivered to the corporation in the manner herein required, written
consents signed by a sufficient number of stockholders to take action are
delivered to the corporation by delivery to its 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.  6


Delivery made to a
corporations registered office shall be by hand or by certified or registered
mail, return receipt requested.  (c)Prompt notice
of the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.  If the action which is consented to is such as would have
required the filing of a certificate under any section of the Delaware General
Corporation Law if such action had been voted on by stockholders at a meeting
thereof, then the certificate filed under such section shall state, in lieu of
any statement required by such section concerning any vote of stockholders,
that written consent has been given in accordance with Section 228 of the
Delaware General Corporation Law.  (d)Notwithstanding the foregoing, no such action by written consent may be taken
following the closing of the initial public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the 1933
Act), covering the offer and sale of Common Stock of the corporation (the Initial
Public Offering).  Section 14.           
Organization.  (a)At every
meeting of stockholders, the Chairman of the Board of Directors, or, if a
Chairman has not been appointed or is absent, the President, or, if the
President is absent, a chairman of the meeting chosen by a majority in interest
of the stockholders entitled to vote, present in person or by proxy, shall act
as chairman.  The Secretary, or, in his absence, an Assistant Secretary
directed to do so by the President, shall act as secretary of the meeting.  (b)The Board of
Directors of the corporation shall be entitled to make such rules or
regulations for the conduct of meetings of stockholders as it shall deem
necessary, appropriate or convenient.  Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting
shall have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chairman, are
necessary, appropriate or convenient for the proper conduct of the meeting,
including, without limitation, establishing an agenda or order of business for
the meeting, rules and procedures for maintaining order at the meeting and
the safety of those present, limitations on participation in such meeting to stockholders
of record of the corporation and their duly authorized and constituted proxies
and such other persons as the chairman shall permit, restrictions on entry to
the meeting after the time fixed for the commencement thereof, limitations on
the time allotted to questions or comments by participants and regulation of
the opening and closing of the polls for balloting on matters which are to be
voted on by ballot.  Unless and to the extent determined by the Board of
Directors or the chairman of the meeting, meetings of stockholders shall not be
required to be held in accordance with rules of parliamentary procedure.  7


ARTICLE IV  DIRECTORS  Section 15.           
Number And Term Of Office.The authorized number
of directors of the corporation shall be fixed in accordance with the
Certificate of Incorporation.  Directors need not be stockholders unless
so required by the Certificate of Incorporation.  If for any cause, the
directors shall not have been elected at an annual meeting, they may be elected
as soon thereafter as convenient at a special meeting of the stockholders
called for that purpose in the manner provided in these Bylaws.  Section 16.           
Powers.The powers of the corporation shall be exercised, its business
conducted and its property controlled by the Board of Directors, except as may
be otherwise provided by statute or by the Certificate of Incorporation.  Section 17.           
Classes of Directors.  (a)Subject to the
rights of the holders of any series of Preferred Stock to elect additional
directors under specified circumstances, following the closing of the Initial
Public Offering and during such time or times that the corporation is not
subject to §2115(b) of the CGCL, the directors shall be divided into three
classes designated as Class I, Class II and Class III,
respectively. Directors shall be assigned to each class in accordance with a
resolution or resolutions adopted by the Board of Directors.  At the first
annual meeting of stockholders following the closing of the Initial Public
Offering (assuming the corporation is not subject to §2115(b) of the
CGCL), the term of office of the Class I directors shall expire and
Class I directors shall be elected for a full term of three years. 
At the second annual meeting of stockholders following the Initial Public
Offering (assuming the corporation is not subject to §2115(b) of the
CGCL), the term of office of the Class II directors shall expire and Class II
directors shall be elected for a full term of three years.  At the third
annual meeting of stockholders following the Initial Public Offering (assuming
the corporation is not subject to §2115(b) of the CGCL), the term of
office of the Class III directors shall expire and Class III
directors shall be elected for a full term of three years.  At each
succeeding annual meeting of stockholders (assuming the corporation is not
subject to §2115(b) of the CGCL), directors shall be elected for a full
term of three years to succeed the directors of the class whose terms expire at
such annual meeting.  (b)In the event
that the corporation is subject to §2115(b) of the CGCL at any time, or
from time to time, Section 17(a) of these Bylaws shall not apply and
all directors shall be elected at each annual meeting of stockholders to hold
office until the next annual meeting.  (c)No person
entitled to vote at an election for directors may cumulate votes to which such
person is entitled, unless, at the time of such election, the corporation is
subject to §2115(b) of the CGCL.  During such time or times that the
corporation is subject to §2115(b) of the CGCL, every stockholder entitled
to vote at an election for directors may cumulate such stockholders votes and
give one candidate a number of votes equal to the number of directors to be
elected multiplied by the number of votes to which such stockholders shares
are otherwise entitled, or distribute the stockholders votes on the same
principle among as many candidates as such stockholder thinks fit. No
stockholder, however, shall be entitled to so cumulate such stockholders votes
unless (i) the names of such candidate or candidates have been placed in
nomination prior to the voting and (ii) the stockholder has given notice
at the meeting, prior to  8


the voting, of such
stockholders intention to cumulate such stockholders votes.  If any
stockholder has given proper notice to cumulate votes, all stockholders may
cumulate their votes for any candidates who have been properly placed in
nomination. Under cumulative voting, the candidates receiving the highest
number of votes, up to the number of directors to be elected, are elected.  Notwithstanding the
foregoing provisions of this section, each director shall serve until his
successor is duly elected and qualified or until his death, resignation or
removal.  No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.  Section 18.           
Vacancies.  (a)Unless
otherwise provided in the Certificate of Incorporation, any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other causes and any newly created directorships resulting from any increase
in the number of directors shall, unless the Board of Directors determines by
resolution that any such vacancies or newly created directorships shall be
filled by stockholders, be filled only by the affirmative vote of a majority of
the directors then in office, even though less than a quorum of the Board of
Directors.  Any director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of the director for which
the vacancy was created or occurred and until such directors successor shall
have been elected and qualified.  A vacancy in the Board of Directors
shall be deemed to exist under this Bylaw in the case of the death, removal or
resignation of any director.  (b)If at the time
of filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Delaware Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten
percent (10%) of the total number of the shares at the time outstanding having
the right to vote for such directors, summarily order an election to be held to
fill any such vacancies or newly created directorships, or to replace the
directors chosen by the directors then in offices as aforesaid, which election
shall be governed by Section 211 of the Delaware General Corporation Law.  (c)At any time or
times that the corporation is subject to Section 2115(b) of the CGCL,
if, after the filling of any vacancy, the directors then in office who have
been elected by stockholders shall constitute less than a majority of the
directors then in office, then  (1)Any holder or
holders of an aggregate of five percent (5%) or more of the total number of
shares at the time outstanding having the right to vote for those directors may
call a special meeting of stockholders; or  (2)The Superior
Court of the proper county shall, upon application of such stockholder or
stockholders, summarily order a special meeting of stockholders, to be held to
elect the entire board, all in accordance with Section 305(c) of the
CGCL.  The term of office of any director shall terminate upon that
election of a successor.  9


Section 19.           
Resignation.Any director may resign at any time by
delivering his written resignation to the Secretary, such resignation to
specify whether it will be effective at a particular time, upon receipt by the
Secretary or at the pleasure of the Board of Directors.  If no such
specification is made, it shall be deemed effective at the pleasure of the
Board of Directors.  When one or more directors shall resign from the
Board of Directors, effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each Director so chosen
shall hold office for the unexpired portion of the term of the Director whose
place shall be vacated and until his successor shall have been duly elected and
qualified.  Section 20.           
Removal.  (a)During such
time or times that the corporation is subject to Section 2115(b) of
the CGCL, the Board of Directors or any individual director may be removed from
office at any time without cause by the affirmative vote of the holders of at
least a majority of the outstanding shares entitled to vote on such removal;
provided, however, that unless the entire Board is removed, no individual
director may be removed when the votes cast against such directors removal, or
not consenting in writing to such removal, would be sufficient to elect that
director if voted cumulatively at an election which the same total number of
votes were cast (or, if such action is taken by written consent, all shares
entitled to vote were voted) and the entire number of directors authorized at
the time of such directors most recent election were then being elected.  (b)Following any
date on which the corporation is no longer subject to
Section 2115(b) of the CGCL and subject to any limitations imposed by
law, Section 20(a) above shall no longer apply and removal shall be
as provided in Section 141(k) of the Delaware General Corporation
Law.  Section 21.Meetings.  (a)          
Annual Meetings.The annual meeting of the Board of Directors
shall be held immediately before or after the annual meeting of stockholders
and at the place where such meeting is held.  No notice of an annual
meeting of the Board of Directors shall be necessary and such meeting shall be
held for the purpose of electing officers and transacting such other business
as may lawfully come before it.  (b)          
Regular Meetings.Unless otherwise restricted by the Certificate of
Incorporation, regular meetings of the Board of Directors may be held at any
time or date and at any place within or without the State of Delaware which has
been designated by the Board of Directors and publicized among all
directors.  No formal notice shall be required for regular meetings of the
Board of Directors.  (c)          
Special Meetings.Unless otherwise restricted by the
Certificate of Incorporation, special meetings of the Board of Directors may be
held at any time and place  10


within or without the State
of Delaware whenever called by the Chairman of the Board, the President or any
two of the directors  (d)          
Telephone Meetings.Any member of the Board of Directors, or of
any committee thereof, may participate in a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at such meeting.  (e)          
Notice of Meetings.Notice of the time and place of all special
meetings of the Board of Directors shall be orally or in writing, by telephone,
including a voice messaging system or other system or technology designed to
record and communicate messages, facsimile, telegraph or telex, or by electronic
mail or other electronic means, during normal business hours, at least
twenty-four (24) hours before the date and time of the meeting, or sent in
writing to each director by first class mail, charges prepaid, at least three
(3) days before the date of the meeting.  Notice of any meeting may
be waived in writing at any time before or after the meeting and will be waived
by any director by attendance thereat, except when the director attends the
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.  (f)           
Waiver of Notice.The transaction of all business at any
meeting of the Board of Directors, or any committee thereof, however called or
noticed, or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum be present and if, either
before or after the meeting, each of the directors not present shall sign a
written waiver of notice.  All such waivers shall be filed with the
corporate records or made a part of the minutes of the meeting.  Section 22.Quorum And Voting.  (a)Unless the
Certificate of Incorporation requires a greater number and except with respect
to indemnification questions arising under Section 43 hereof, for which a
quorum shall be one-third of the exact number of directors fixed from time to
time in accordance with the Certificate of Incorporation, a quorum of the Board
of Directors shall consist of a majority of the exact number of directors fixed
from time to time by the Board of Directors in accordance with the Certificate
of Incorporation; provided, however,
at any meeting whether a quorum be present or otherwise, a majority of the
directors present may adjourn from time to time until the time fixed for the
next regular meeting of the Board of Directors, without notice other than by
announcement at the meeting.  (b)At each
meeting of the Board of Directors at which a quorum is present, all questions
and business shall be determined by the affirmative vote of a majority of the
directors present, unless a different vote be required by law, the Certificate
of Incorporation or these Bylaws.  Section 23.           
Action Without Meeting.Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of  11


the Board of Directors or of
any committee thereof may be taken without a meeting, if all members of the
Board of Directors or committee, as the case may be, consent thereto in writing
or by electronic transmission, and such writing or writings or transmission or
transmissions are filed with the minutes of proceedings of the Board of
Directors or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.  Section 24.           
Fees And Compensation.Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors,
including, if so approved, by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any, for attendance at each regular or special
meeting of the Board of Directors and at any meeting of a committee of the
Board of Directors.  Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as an
officer, agent, employee, or otherwise and receiving compensation therefor.  Section 25.Committees.  (a)          
Executive Committee.The Board of Directors may appoint an
Executive Committee to consist of one (1) or more members of the Board of
Directors.  The Executive Committee, to the extent permitted by law and
provided in the resolution of the Board of Directors shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to
(i) approving or adopting, or recommending to the stockholders, any action
or matter expressly required by the Delaware General Corporation Law to be
submitted to stockholders for approval, or (ii) adopting, amending or
repealing any bylaw of the corporation.  (b)          
Other Committees.The Board of Directors may, from time to
time, appoint such other committees as may be permitted by law.  Such
other committees appointed by the Board of Directors shall consist of one
(1) or more members of the Board of Directors and shall have such powers
and perform such duties as may be prescribed by the resolution or resolutions
creating such committees, but in no event shall any such committee have the
powers denied to the Executive Committee in these Bylaws.  (c)          
Term.Each member of a committee of the Board of Directors shall serve
a term on the committee coexistent with such members term on the Board of
Directors.  The Board of Directors, subject to any requirements of any
outstanding series of preferred Stock and the provisions of
subsections (a) or (b) of this Bylaw, may at any time increase
or decrease the number of members of a committee or terminate the existence of
a committee.  The membership of a committee member shall terminate on the
date of his death or voluntary resignation from the committee or from the Board
of Directors.  The Board of Directors may at any time for any reason
remove any individual committee member and the Board of Directors may fill any
committee vacancy created by death, resignation, removal or increase in the
number of members of the committee.  The Board of Directors may designate
one or more directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting  12


of the committee, and, in
addition, in the absence or disqualification of any 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 of Directors to act at the meeting in the place of
any such absent or disqualified member.  (d)          
Meetings.Unless the Board of Directors shall otherwise
provide, regular meetings of the Executive Committee or any other committee
appointed pursuant to this Section 25 shall be held at such times and
places as are determined by the Board of Directors, or by any such committee,
and when notice thereof has been given to each member of such committee, no
further notice of such regular meetings need be given thereafter.  Special
meetings of any such committee may be held at any place which has been
determined from time to time by such committee, and may be called by any
director who is a member of such committee, upon written notice to the members
of such committee of the time and place of such special meeting given in the
manner provided for the giving of written notice to members of the Board of
Directors of the time and place of special meetings of the Board of
Directors.  Notice of any special meeting of any committee may be waived
in writing at any time before or after the meeting and will be waived by any
director by attendance thereat, except when the director attends such special
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.  A majority of the authorized number of members of any such
committee shall constitute a quorum for the transaction of business, and the
act of a majority of those present at any meeting at which a quorum is present
shall be the act of such committee.  Section 26.           
Organization.At every meeting of the directors, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or
is absent, the President (if a director), or if the President is absent, the
most senior Vice President (if a director), or, in the absence of any such
person, a chairman of the meeting chosen by a majority of the directors
present, shall preside over the meeting.  The Secretary, or in his
absence, any Assistant Secretary directed to do so by the President, shall act
as secretary of the meeting.  ARTICLE V  OFFICERS  Section 27.           
Officers Designated.The officers of the corporation shall
include, if and when designated by the Board of Directors, the Chairman of the
Board of Directors, the Chief Executive Officer, the President, one or more
Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer and
the Controller, all of whom shall be elected at the annual organizational
meeting of the Board of Directors.  The Board of Directors may also
appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant
Controllers and such other officers and agents with such powers and duties as it
shall deem necessary.  The Board of Directors may assign such additional
titles to one or more of the officers as it shall deem appropriate.  Any
one person may hold any number of offices of the corporation at any one time
unless specifically prohibited therefrom by law.  The salaries and other
compensation of the officers of the corporation shall be fixed by or in the
manner designated by the Board of Directors.  13


Section 28.Tenure And Duties Of Officers.  (a)          
General.All officers shall hold office at the
pleasure of the Board of Directors and until their successors shall have been
duly elected and qualified, unless sooner removed.  Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors.  If the office of any officer becomes vacant for any reason,
the vacancy may be filled by the Board of Directors.  (b)          
Duties of Chairman of the Board of Directors.The Chairman of the
Board of Directors, when present, shall preside at all meetings of the
stockholders and the Board of Directors.  The Chairman of the Board of
Directors shall perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers, as the Board of
Directors shall designate from time to time.  If there is no President,
then the Chairman of the Board of Directors shall also serve as the Chief
Executive Officer of the corporation and shall have the powers and duties
prescribed in paragraph (c) of this Section 28.  (c)          
Duties of President.The President shall preside at all meetings
of the stockholders and at all meetings of the Board of Directors, unless the
Chairman of the Board of Directors has been appointed and is present. 
Unless some other officer has been elected Chief Executive Officer of the
corporation, the President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
corporation.  The President shall perform other duties commonly incident
to his office and shall also perform such other duties and have such other
powers, as the Board of Directors shall designate from time to time.  (d)          
Duties of Vice Presidents.The Vice Presidents
may assume and perform the duties of the President in the absence or disability
of the President or whenever the office of President is vacant.  The Vice
Presidents shall perform other duties commonly incident to their office and
shall also perform such other duties and have such other powers as the Board of
Directors or the President shall designate from time to time.  (e)          
Duties of Secretary.The Secretary shall attend all meetings of
the stockholders and of the Board of Directors and shall record all acts and
proceedings thereof in the minute book of the corporation.  The Secretary
shall give notice in conformity with these Bylaws of all meetings of the
stockholders and of all meetings of the Board of Directors and any committee
thereof requiring notice.  The Secretary shall perform all other duties
given him in these Bylaws and other duties commonly incident to his office and
shall also perform such other duties and have such other powers, as the Board
of Directors shall designate from time to time.  The President may direct
any Assistant Secretary to assume and perform the duties of the Secretary in
the absence or disability of the Secretary, and each Assistant Secretary shall
perform other duties commonly incident to his office and shall also perform
such other duties and have such other powers as the Board of Directors or the
President shall designate from time to time.  (f)           
Duties of Chief Financial Officer.The Chief Financial
Officer shall keep or cause to be kept the books of account of the corporation
in a thorough and proper manner and shall render statements of the financial
affairs of the corporation in such form and as often as  14


required by the Board of
Directors or the President.  The Chief Financial Officer, subject to the
order of the Board of Directors, shall have the custody of all funds and
securities of the corporation.  The Chief Financial Officer shall perform
other duties commonly incident to his office and shall also perform such other
duties and have such other powers as the Board of Directors or the President
shall designate from time to time.  The President may direct the Treasurer
or any Assistant Treasurer, or the Controller or any Assistant Controller to
assume and perform the duties of the Chief Financial Officer in the absence or
disability of the Chief Financial Officer, and each Treasurer and Assistant
Treasurer and each Controller and Assistant Controller shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time.  Section 29.           
Delegation Of Authority.The Board of Directors may from time
to time delegate the powers or duties of any officer to any other officer or
agent, notwithstanding any provision hereof.  Section 30.           
Resignations.Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary.  Any such resignation shall be effective when received by the
person or persons to whom such notice is given, unless a later time is specified
therein, in which event the resignation shall become effective at such later
time.  Unless otherwise specified in such notice, the acceptance of any
such resignation shall not be necessary to make it effective.  Any
resignation shall be without prejudice to the rights, if any, of the
corporation under any contract with the resigning officer.  Section 31.           
Removal.Any officer may be removed from office at any
time, either with or without cause, by the affirmative vote of a majority of
the directors in office at the time, or by the unanimous written consent of the
directors in office at the time, or by any committee or superior officers upon
whom such power of removal may have been conferred by the Board of Directors.  ARTICLE VI  EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES
OWNED BY THE CORPORATION  Section 32.           
Execution Of Corporate Instruments.The Board of
Directors may, in its discretion, determine the method and designate the
signatory officer or officers, or other person or persons, to execute on behalf
of the corporation any corporate instrument or document, or to sign on behalf
of the corporation the corporate name without limitation, or to enter into
contracts on behalf of the corporation, except where otherwise provided by law
or these Bylaws, and such execution or signature shall be binding upon the
corporation.  All checks and drafts drawn
on banks or other depositaries on funds to the credit of the corporation or in
special accounts of the corporation shall be signed by such person or persons
as the Board of Directors shall authorize so to do.  15


Unless authorized or
ratified by the Board of Directors or within the agency power of an officer, no
officer, agent or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or for any amount.  Section 33.           
Voting Of Securities Owned By The Corporation.All stock and other
securities of other corporations owned or held by the corporation for itself,
or for other parties in any capacity, shall be voted, and all proxies with
respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board of Directors, the Chief Executive Officer, the
President, or any Vice President.  ARTICLE VII  SHARES OF STOCK  Section 34.           
Form And Execution Of Certificates.The shares of the
corporation shall be represented by certificates or shall be
uncertificated.  Certificates for the shares of stock of the corporation,
if any, shall be in such form as is consistent with the Certificate of
Incorporation and applicable law.  Every holder of stock represented by
certificate in the corporation shall be entitled to have a certificate signed
by or in the name of the corporation by the Chairman of the Board of Directors,
or the President or any Vice President and by the Treasurer or Assistant
Treasurer or the Secretary or Assistant Secretary, certifying the number of
shares owned by such holder in the corporation.  Any or all of the
signatures on the certificate may be facsimiles.  In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued with
the same effect as if he were such officer, transfer agent, or registrar at the
date of issue.  Section 35.           
Lost Certificates.A new certificate or certificates shall be
issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed.  The corporation may require, as a condition
precedent to the issuance of a new certificate or certificates, the owner of
such lost, stolen, or destroyed certificate or certificates, or his legal
representative, to agree to indemnify the corporation in such manner as it
shall require or to give the corporation a surety bond in such form and amount
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen,
or destroyed.  Section 36.           
Transfers.  (a)Transfers of
record of shares of stock of the corporation shall be made only upon its books
by the holders thereof, in person or by attorney duly authorized, and, in the
case of stock represented by certificate, upon the surrender of a properly
endorsed certificate or certificates for a like number of shares.  16


(b)The
corporation shall have power to enter into and perform any agreement with any
number of stockholders of any one or more classes of stock of the corporation
to restrict the transfer of shares of stock of the corporation of any one or
more classes owned by such stockholders in any manner not prohibited by the Delaware
General Corporation Law.  Section 37.           
Fixing Record Dates.  (a)In order that
the corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, the Board of
Directors may fix, in advance, a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors, and which record date shall, subject to applicable law,
not be more than sixty (60) nor less than ten (10) days before the date of
such meeting.  If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held.  A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that
the Board of Directors may fix a new record date for the adjourned meeting.  (b)Prior to the
Initial Public Offering, in order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which date shall not be more than ten
(10) days after the date upon which the resolution fixing the record date
is adopted by the Board of Directors.  Any stockholder of record seeking
to have the stockholders authorize or take corporate action by written consent
shall, by written notice to the Secretary, request the Board of Directors to
fix a record date.  The Board of Directors shall promptly, but in all
events within ten (10) days after the date on which such a request is
received, adopt a resolution fixing the record date.  If no record date
has been fixed by the Board of Directors within ten (10) days of the date
on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, 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
by delivery to its 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. 
Delivery made to the corporations registered office shall be by hand or by
certified or registered mail, return receipt requested.  If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be
at the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.  (c)In order that
the corporation may determine the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of  17


stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall be not more than
sixty (60) days prior to such action.  If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.  Section 38.           
Registered Stockholders.The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Delaware.  ARTICLE VIII  OTHER SECURITIES OF THE CORPORATION  Section 39.           
Execution Of Other Securities.All bonds, debentures
and other corporate securities of the corporation, other than stock
certificates (covered in Section 34), may be signed by the Chairman of the
Board of Directors, the President or any Vice President, or such other person
as may be authorized by the Board of Directors, and the corporate seal
impressed thereon or a facsimile of such seal imprinted thereon and attested by
the signature of the Secretary or an Assistant Secretary, or the Chief
Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such
bond, debenture or other corporate security shall be authenticated by the
manual signature, or where permissible facsimile signature, of a trustee under
an indenture pursuant to which such bond, debenture or other corporate security
shall be issued, the signatures of the persons signing and attesting the
corporate seal on such bond, debenture or other corporate security may be the
imprinted facsimile of the signatures of such persons.  Interest coupons
appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an
Assistant Treasurer of the corporation or such other person as may be
authorized by the Board of Directors, or bear imprinted thereon the facsimile
signature of such person.  In case any officer who shall have signed or
attested any bond, debenture or other corporate security, or whose facsimile
signature shall appear thereon or on any such interest coupon, shall have
ceased to be such officer before the bond, debenture or other corporate
security so signed or attested shall have been delivered, such bond, debenture
or other corporate security nevertheless may be adopted by the corporation and
issued and delivered as though the person who signed the same or whose
facsimile signature shall have been used thereon had not ceased to be such
officer of the corporation.  ARTICLE IX  DIVIDENDS  Section 40.           
Declaration Of Dividends.Dividends upon the capital stock of
the corporation, subject to the provisions of the Certificate of Incorporation
and applicable law, if  18


any, may be declared by the
Board of Directors pursuant to law at any regular or special meeting. 
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation and applicable
law.  Section 41.           
Dividend Reserve.Before payment of any dividend, there may be
set aside out of any funds of the corporation available for dividends such sum
or sums as the Board of Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the Board of Directors shall think conducive to the
interests of the corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.  ARTICLE X  FISCAL YEAR  Section 42.           
Fiscal Year.The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.  ARTICLE XI  Indemnification  Section 43.Indemnification Of Directors, Executive Officers,
Other Officers, Employees And Other Agents.  (a)          
Directors And Executive Officers.The corporation shall
indemnify its directors and executive officers (for the purposes of this
Article XI, executive officers shall have the meaning defined in
Rule 3b-7 promulgated under the 1934 Act) to the fullest extent not
prohibited by the Delaware General Corporation Law or any other applicable law;
provided, however, that the
corporation may modify the extent of such indemnification by individual
contracts with its directors and executive officers; and, provided, further, that the corporation
shall not be required to indemnify any director or executive officer in
connection with any proceeding (or part thereof) initiated by such person
unless (i) such indemnification is expressly required to be made by law,
(ii) the proceeding was authorized by the Board of Directors of the
corporation, (iii) such indemnification is provided by the corporation, in
its sole discretion, pursuant to the powers vested in the corporation under the
Delaware General Corporation Law or any other applicable law or (iv) such
indemnification is required to be made under subsection (d).  (b)          
Other Officers, Employees and Other Agents.The corporation shall
have power to indemnify its other officers, employees and other agents as set
forth in the Delaware General Corporation Law or any other applicable law. The
Board of Directors shall have the power to delegate the determination of
whether indemnification shall be given to any such person to such officers or
other persons as the Board of Directors shall determine.  19


(c)          
Expenses.The corporation shall advance to 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, by reason of the fact that he is or was a
director or executive officer, of the corporation, or is or was serving at the
request of the corporation as a director or executive officer of another
corporation, partnership, joint venture, trust or other enterprise, prior to
the final disposition of the proceeding, promptly following request therefor,
all expenses incurred by any director or executive officer in connection with
such proceeding upon receipt of an undertaking by or on behalf of such person
to repay said amounts if it should be determined ultimately that such person is
not entitled to be indemnified under this Bylaw or otherwise.  Notwithstanding the
foregoing, unless otherwise determined pursuant to paragraph (e) of
this Bylaw, no advance shall be made by the corporation to an executive officer
of the corporation (except by reason of the fact that such executive officer is
or was a director of the corporation in which event this paragraph shall not
apply) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and promptly
made (i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding, or (ii) if
such quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, that the facts known to the decision-making party at the time such
determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation.  (d)          
Enforcement.Without the necessity of entering into an express
contract, all rights to indemnification and advances to directors and executive
officers under this Bylaw shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract between the
corporation and the director or executive officer.  Any right to
indemnification or advances granted by this Bylaw to a director or executive
officer shall be enforceable by or on behalf of the person holding such right
in any court of competent jurisdiction if (i) the claim for indemnification
or advances is denied, in whole or in part, or (ii) no disposition of such
claim is made within ninety (90) days of request therefor.  The claimant
in such enforcement action, if successful in whole or in part, shall be
entitled to be paid also the expense of prosecuting his claim.  In
connection with any claim for indemnification, the corporation shall be
entitled to raise as a defense to any such action that the claimant has not met
the standards of conduct that make it permissible under the Delaware General
Corporation Law or any other applicable law for the corporation to indemnify
the claimant for the amount claimed.  In connection with any claim by an
executive officer of the corporation (except in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such executive officer is or was a director of the corporation) for
advances, the corporation shall be entitled to raise a defense as to any such
action clear and convincing evidence that such person acted in bad faith or in
a manner that such person did not believe to be in or not opposed to the best
interests of the corporation, or with respect to any criminal action or
proceeding that such person acted without reasonable cause to believe that his
conduct was lawful. Neither the failure of the corporation (including its Board
of Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable  20


standard of conduct set
forth in the Delaware General Corporation Law or any other applicable law, nor
an actual determination by the corporation (including its Board of Directors,
independent legal counsel or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that claimant has not met the applicable standard of conduct.  (e)          
Non-Exclusivity of Rights.The rights conferred on any
person by this Bylaw shall not be exclusive of any other right which such
person may have or hereafter acquire under any applicable statute, provision of
the Certificate of Incorporation, 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 office.  The
corporation is specifically authorized to enter into individual contracts with
any or all of its directors, officers, employees or agents respecting
indemnification and advances, to the fullest extent not prohibited by the
Delaware General Corporation Law, or by any other applicable law.  (f)           
Survival of Rights.The rights conferred on any person by this
Bylaw shall continue as to a person who has ceased to be a director, officer,
employee or other agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.  (g)          
Insurance.To the fullest extent permitted by the Delaware
General Corporation Law or any other applicable law, the corporation, upon
approval by the Board of Directors, may purchase insurance on behalf of any
person required or permitted to be indemnified pursuant to this Bylaw.  (h)          
Amendments.Any repeal or modification of this Bylaw shall only
be prospective and shall not affect the rights under this Bylaw in effect at
the time of the alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the corporation.  (i)           
Saving Clause.If this Bylaw or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and executive officer to
the full extent not prohibited by any applicable portion of this Bylaw that
shall not have been invalidated, or by any other applicable law. If this
Section 43 shall be invalid due to the application of the indemnification
provisions of another jurisdiction, then the corporation shall indemnify each
director and executive officer to the full extent under any other applicable
law.  (j)           
Certain Definitions.For the purposes of this Bylaw,
the following definitions shall apply:  (k)The term proceeding
shall be broadly construed and shall include, without limitation, the
investigation, preparation, prosecution, defense, settlement, arbitration and
appeal of, and the giving of testimony in, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative.  21


(l)The term expenses
shall be broadly construed and shall include, without limitation, court costs,
attorneys fees, witness fees, fines, amounts paid in settlement or judgment
and any other costs and expenses of any nature or kind incurred in connection
with any proceeding.  (m)The term the corporation
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such 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 Bylaw
with respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.  (n)References to
a director, executive officer, officer, employee, or agent of the
corporation shall include, without limitation, situations where such person is
serving at the request of the corporation as, respectively, a director,
executive officer, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise.  (o)References to other
enterprises shall include employee benefit plans; references to fines shall
include any excise taxes assessed on a person with respect to an 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 Bylaw.  ARTICLE XII  NOTICES  Section 44.Notices.  (a)          
Notice To Stockholders.Whenever, under any
provisions of these Bylaws, notice is required to be given to any stockholder,
it shall be given in writing, timely and duly deposited in the United States
mail, postage prepaid, and addressed to his last known post office address as
shown by the stock record of the corporation or its transfer agent.  (b)          
Notice To Directors.Any notice required to be
given to any director may be given by the method stated in subsection (a),
or by overnight delivery service, facsimile, telex or telegram, except that
such notice other than one which is delivered personally shall be sent to  22


such address as such
director shall have filed in writing with the Secretary, or, in the absence of
such filing, to the last known post office address of such director.  (c)          
Affidavit Of Mailing.  An affidavit of mailing,
executed by a duly authorized and competent employee of the corporation or its
transfer agent appointed with respect to the class of stock affected,
specifying the name and address or the names and addresses of the stockholder
or stockholders, or director or directors, to whom any such notice or notices
was or were given, and the time and method of giving the same, shall in the
absence of fraud, be prima facie evidence of the facts therein contained.  (d)          
Time Notices Deemed Given.All notices given by mail
or by overnight delivery service, as above provided, shall be deemed to have
been given as at the time of mailing, and all notices given by facsimile, telex
or telegram shall be deemed to have been given as of the sending time recorded
at time of transmission.  (e)          
Methods of Notice.It shall not be necessary that the same
method of giving notice be employed in respect of all directors, but one
permissible method may be employed in respect of any one or more, and any other
permissible method or methods may be employed in respect of any other or
others.  (f)           
Failure To Receive Notice.The period or limitation of
time within which any stockholder may exercise any option or right, or enjoy
any privilege or benefit, or be required to act, or within which any director
may exercise any power or right, or enjoy any privilege, pursuant to any notice
sent him in the manner above provided, shall not be affected or extended in any
manner by the failure of such stockholder or such director to receive such
notice.  (g)          
Notice To Person With Whom Communication Is Unlawful.Whenever
notice is required to be given, under any provision of law or of the
Certificate of Incorporation or Bylaws of the corporation, to any person with
whom communication is unlawful, the giving of such notice to such person shall
not be required and there shall be no duty to apply to any governmental
authority or agency for a license or permit to give such notice to such
person.  Any action or meeting which shall be taken or held without notice
to any such person with whom communication is unlawful shall have the same
force and effect as if such notice had been duly given.  In the event that
the action taken by the corporation is such as to require the filing of a
certificate under any provision of the Delaware General Corporation Law, the
certificate shall state, if such is the fact and if notice is required, that
notice was given to all persons entitled to receive notice except such persons
with whom communication is unlawful.  (h)          
Notice To Person With Undeliverable Address.Whenever
notice is required to be given, under any provision of law or the Certificate
of Incorporation or Bylaws of the corporation, to any stockholder to whom
(i) notice of two consecutive annual meetings, and all notices of meetings
or of the taking of action by written consent without a meeting to such person
during the period between such two consecutive annual meetings, or
(ii) all, and at least two, payments (if sent by first class mail) of dividends
or interest on securities during a twelve-month period, have been mailed
addressed to such person at his address as shown on the records of the
corporation and have been returned undeliverable, the giving of such notice to
such person  23


shall not be required. 
Any action or meeting which shall be taken or held without notice to such
person shall have the same force and effect as if such notice had been duly
given.  If any such person shall deliver to the corporation a written
notice setting forth his then current address, the requirement that notice be
given to such person shall be reinstated.  In the event that the action
taken by the corporation is such as to require the filing of a certificate under
any provision of the Delaware General Corporation Law, the certificate need not
state that notice was not given to persons to whom notice was not required to
be given pursuant to this paragraph.  ARTICLE XIII  AMENDMENTS  Section 45.           
Amendments.Subject to paragraph (h) of
Section 43 of the Bylaws, the Bylaws may be altered or amended or new
Bylaws adopted by the affirmative vote of at least sixty-six and two-thirds
percent (66-2/3%) of the voting power of all of the then-outstanding shares of
the voting stock of the corporation entitled to vote.  The Board of
Directors shall also have the power to adopt, amend, or repeal Bylaws.  ARTICLE XIV  LOANS TO OFFICERS  Section 46.           
Loans To Officers.The corporation may lend money to, or guarantee
any obligation of, or otherwise assist any officer or other employee of the
corporation or of its subsidiaries, including any officer or employee who is a
Director of the corporation or its subsidiaries, whenever, in the judgment of
the Board of Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the corporation.  The loan, guarantee or other
assistance may be with or without interest and may be unsecured, or secured in
such manner as the Board of Directors shall approve, including, without
limitation, a pledge of shares of stock of the corporation.  Nothing in
these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty
or warranty of the corporation at common law or under any statute.  24