EXHIBIT 3.2


                                     BY-LAWS


                                       OF


                       NANO SUPERLATTICE TECHNOLOGY, INC.


                                    ARTICLE I
                                     OFFICES

     SECTION 1. PRINCIPAL OFFICE. The registered office of the corporation shall
be located in such place as may be provided from time to time in the Certificate
of Incorporation.

     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 may from time to time determine or as the business of the  corporation
may require.

                                   ARTICLE II
                                  STOCKHOLDERS

     SECTION 1. ANNUAL  MEETINGS.  The annual meeting of the stockholders of the
corporation  shall be held wholly or partially by means of remote  communication
or at such place,  within or without the State of Delaware,  on such date and at
such  time as may be  determined  by the  board  of  directors  and as  shall be
designated in the notice of said meeting.

     SECTION 2. SPECIAL  MEETINGS.  Special meetings of the stockholders for any
purpose  or  purposes,   unless  otherwise  prescribed  by  statute  or  by  the
Certificate of Incorporation, may be held wholly or partially by means of remote
communication or at any place, within or without the State of Delaware,  and may
be called by  resolution  of the board of  directors,  or by the Chairman or the
President,  or by the holders of not less than  one-quarter of all of the shares
entitled to vote at the meeting.

     SECTION 3. NOTICE AND PURPOSE OF MEETINGS. Written or printed notice of the
meeting stating the place, day and hour of the meeting and, in case of a special
meeting, stating the purpose or purposes for which the meeting is called, and in
case of a meeting  held by remote  communication  stating  such means,  shall be
delivered  not less than ten nor more than  sixty  days  before  the date of the
meeting, either personally, or by mail, or if prior consent has been received by
a stockholder by electronic transmission, by or at the direction of the Chairman
or the President,  the Secretary,  or the persons  calling the meeting,  to each
stockholder of record entitled to vote at such meeting.

     SECTION 4. QUORUM. The holders of a majority of the shares of capital stock
issued and outstanding and entitled to vote,  represented in person or by proxy,
shall  constitute  a  quorum  at  all  meetings  of  the  stockholders  for  the
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transaction  of  business,  except as  otherwise  provided  by statute or by the
Certificate of Incorporation.  If, however,  such quorum shall not be present or
represented  at any meeting of the  stockholders,  the  stockholders  present in
person or represented by proxy shall have power to adjourn the meeting from time
to time,  without notice other than announcement at 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 5.  VOTING  PROCESS.  If a quorum is present  or  represented,  the
affirmative  vote of a majority of the shares of stock present or represented at
the meeting,  by ballot,  proxy or  electronic  ballot,  shall be the act of the
stockholders  unless the vote of a greater number of shares of stock is required
by  law,  by  the  Certificate  of  Incorporation  or  by  these  by-laws.  Each
outstanding share of stock having voting power, shall be entitled to one vote on
each matter submitted to a vote at a meeting of stockholders.  A shareholder may
vote either in person, by proxy executed in writing by the stockholder or by his
duly authorized  attorney-in-fact,  or by an electronic ballot from which it can
be determined  that the ballot was authorized by a stockholder  or  proxyholder.
The term,  validity  and  enforceability  of any proxy  shall be  determined  in
accordance with the General Corporation Law of the State of Delaware.

     SECTION 6. WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING.  Whenever the
stockholders  are required or permitted to take any action by vote,  such action
may be taken  without a meeting,  without  prior notice and without a vote, if a
written consent or electronic  transmission,  setting forth the action so taken,
shall be signed or e-mailed 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 called for such purpose.

                                   ARTICLE III
                                    DIRECTORS

     SECTION 1. POWERS. The business affairs of the corporation shall be managed
by its board of directors, which 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  or by these  by-laws  directed or required to be
exercised or done by the  stockholders.  The board of  directors  may adopt such
rules and regulations, not inconsistent with the Certificate of Incorporation or
these By-Laws or  applicable  laws, as it may deem proper for the conduct of its
meetings and the management of the Corporation.

     SECTION 2.  NUMBER,  QUALIFICATIONS,  TERM.  The board of  directors  shall
consist of one or more members. The number of directors shall be fixed initially
by the  Incorporator  and  may  thereafter  be  changed  from  time  to  time by
resolution of the board of directors or of the shareholders.  Directors need not
be residents of the State of Delaware nor stockholders of the  corporation.  The
directors shall be elected at the annual meeting of the  stockholders,  and each
director elected shall serve until the next succeeding  annual meeting and until
his successor shall have been elected and qualified.

     SECTION 3. VACANCIES.  Vacancies and newly created directorships  resulting
from any increase in the number of directors  may be filled by a majority of the
directors then in office, though less than a quorum, and the directors so chosen

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shall hold office until the next annual election and until their  successors are
duly elected and shall qualify.  A vacancy  created by the removal of a director
by the stockholders may be filled by the stockholders.

     SECTION 4. PLACE OF MEETINGS.  Meetings of the board of directors,  regular
or special, may be held either within or without the State of Delaware.

     SECTION 5. FIRST MEETING.  The first meeting of each newly elected board of
directors  shall be held  immediately  following  and at the place of the annual
meeting of  stockholders  and no other notice of such meeting shall be necessary
to the newly  elected  directors  in order  legally to  constitute  the meeting,
provided a quorum shall be present,  or it may convene at such place and time as
shall be fixed by the consent in writing of all the directors.

     SECTION 6. REGULAR MEETINGS. Regular meetings of the board of directors may
be held upon such notice, or without notice,  and at such time and at such place
as shall from time to time be determined by the board.

     SECTION 7. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by the Chairman or the  President  or by the number of  directors  who
then legally  constitute  a quorum.  Notice of each special  meeting  shall,  if
mailed,  be  addressed  to each  director  at least ten nor more than sixty days
prior to the date on which the meeting is to be held.

     SECTION 8. NOTICE;  WAIVER.  Attendance  of a director at any meeting shall
constitute a waiver of notice of such meeting,  except where a director  attends
for the express purpose of objecting to the transaction of any business  because
the meeting is not  lawfully  called or  convened.  Neither  the  business to be
transacted  at, nor the purpose of, any regular or special  meeting of the board
of  directors  need be  specified  in the  notice  or  waiver  of notice of such
meeting.

     SECTION  9.  QUORUM.  One-third  of the  directors  then  in  office  shall
constitute a quorum for the  transaction of business  unless a greater number is
required by law, by the Certificate of Incorporation  or by these by-laws.  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 A MEETING.  Any action  required or permitted to
be taken at a meeting  of the  directors  may be taken  without  a meeting  if a
consent in writing or by  electronic  transmission,  setting forth the action so
taken,  shall be signed by all of the directors entitled to vote with respect to
the subject matter  thereof.  In addition,  meetings of the board may be held by
means of conference telephone or voice communication as permitted by the General
Corporation Law of the State of Delaware.

     SECTION  11.  ACTION.  Except  as  otherwise  provided  by  law  or in  the
Certificate  of  Incorporation  or these  by-laws,  if a quorum is present,  the
affirmative  vote of a majority of the members of the board of directors will be
required for any action.

     SECTION 12.  REMOVAL OF DIRECTORS.  Subject to any provisions of applicable
law,  any or all of the  directors  may be removed  (a) for cause,  by action of
stockholders or by action of the remaining members of the board, and (b) without
cause, by vote of the stockholders.

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                                   ARTICLE IV
                                   COMMITTEES

     SECTION 1. EXECUTIVE  COMMITTEE.  The board may, by resolution adopted by a
majority of the whole board,  designate one or more of its members to constitute
members or alternate members of an Executive Committee.

     SECTION 2. POWERS AND  AUTHORITY  OF  EXECUTIVE  COMMITTEE.  The  Executive
Committee shall have and may exercise,  between  meetings of the Board,  all the
powers and authority of the Board in the  management of the business and affairs
of the Company,  including, the right to authorize the purchase of stock, except
that the Executive Committee shall not have such power or authority in reference
to amending the Certificate of Incorporation; adopting an agreement of merger or
consolidation;  recommending to the  stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets;  recommending
to the  stockholders  a  dissolution  of the  Corporation  or a revocation  of a
dissolution,  or amending  the by-laws of the  Corporation  or  authorizing  the
declaration of a dividend.

     SECTION 3. OTHER  COMMITTEES.  The Board may,  by  resolution  adopted by a
majority of the whole Board,  designate  one or more other  committees,  each of
which shall,  except as otherwise  prescribed by law, have such authority of the
Board as shall be  specified in the  resolution  of the Board  designating  such
committee.  A majority of all the members of such  committee  may  determine its
action  and fix the time and  place  of its  meeting,  unless  the  Board  shall
otherwise  provide.  The Board  shall  have the power at any time to change  the
membership  of, to fill all  vacancies in and to discharge  any such  committee,
either with or without cause.

     SECTION 4. PROCEDURE;  MEETINGS;  QUORUM. Regular meetings of the Executive
Committee  or any other  committee  of the  Board,  of which no notice  shall be
necessary,  may be held at such times and places as shall be fixed by resolution
adopted by a majority of the members thereof.  Special meetings of the Executive
Committee or any other  committee of the Board shall be called at the request of
any member thereof. So far as applicable, the provisions of Article III of these
By-laws  relating  to  notice,  quorum  and voting  requirements  applicable  to
meetings of the Board shall govern  meetings of the  Executive  Committee or any
other committee of the Board.  The Executive  Committee and each other committee
of the Board  shall  keep  written  minutes  of its  proceedings  and  circulate
summaries of such written  minutes to the Board before or at the next meeting of
the Board.

                                    ARTICLE V
                                    OFFICERS

     SECTION 1. NUMBER.  The board of directors at its first  meeting after each
annual  meeting of  stockholders  shall  choose a President,  a Secretary  and a
Treasurer,  none of whom need be a member of the board.  The board of  directors
may also choose a Chairman from among the directors,  one or more Executive Vice
Presidents,  one or more Vice  Presidents,  Assistant  Secretaries and Assistant
Treasurers. The board of directors may appoint such other officers and agents as
it shall deem  necessary,  who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the board of  directors.  More than two  offices may be held by the same
person.

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     SECTION 2. COMPENSATION. The salaries or other compensation of all officers
of the corporation shall be fixed by the board of directors. No officer shall be
prevented  from receiving a salary or other  compensation  by reason of the fact
that he is also a director.

     SECTION 3. TERM;  REMOVAL;  VACANCY.  The officers of the corporation shall
hold office until their  successors  are chosen and qualify.  Any officer may be
removed  at any  time,  with or  without  cause,  by the  affirmative  vote of a
majority of the whole board of directors. Any vacancy occurring in any office of
the corporation shall be filled by the board of directors.

     SECTION 4. CHAIRMAN. The Chairman shall, if one be elected,  preside at all
meetings of the board of directors.

     SECTION 5. PRESIDENT. The President shall be the Chief Executive Officer of
the corporation, shall preside at all meetings of the stockholders and the board
of directors in the absence of the Chairman, shall have general supervision over
the  business  of  the  corporation  and  shall  see  that  all  directions  and
resolutions of the board of directors are carried into effect.

     SECTION 6. VICE  PRESIDENT.  The Executive Vice  Presidents  shall,  in the
absence or  disability  of the  President,  perform the duties and  exercise the
powers of the  President and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe. If there shall
be more than one Executive Vice President,  the Executive Vice Presidents  shall
perform such duties and exercise such powers in the absence or disability of the
President,  in the  order  determined  by  the  board  of  directors.  The  Vice
Presidents  shall,  in the absence or  disability  of the  President  and of the
Executive  Vice  Presidents,  perform the duties and  exercise the powers of the
President  and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.  If there shall be more than
one vice president,  the vice presidents  shall perform such duties and exercise
such powers in the absence or  disability  of the President and of the Executive
Vice President, in the order determined by the board of directors.

     SECTION 7. SECRETARY.  The Secretary shall attend all meetings of the board
of directors and all meetings of the stockholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to be
kept for that  purpose.  He shall  give,  or cause to be  given,  notice  of all
meetings of the stockholders and special meetings of the board of directors, and
shall  perform such other duties as may be  prescribed by the board of directors
or President,  under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary,  shall have
the  authority  to affix  the  same to an  instrument  requiring  it and when so
affixed,  it may be  attested  by his  signature  or by the  signature  of  such
assistant  secretary.  The board of directors may give general  authority to any
other officer to affix the seal of the corporation and to attest the affixing by
his signature.

     SECTION 8. ASSISTANT SECRETARY.  The Assistant Secretary, if there shall be
one, or if there shall be more than one, the assistant  secretaries in the order
determined by the board of directors, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform  such other  duties and have such powers as the board of  directors  may
from time to time prescribe.

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     SECTION 9. TREASURER. The Treasurer shall have the custody of the corporate
funds and securities  and shall keep full and accurate  accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable  effects in the name and to the credit of the  corporation in
such  depositories  as may be  designated  by the board of  directors.  He shall
disburse  the  funds  of the  corporation  as may be  ordered  by the  board  of
directors,  taking proper vouchers for such  disbursements,  and shall render to
the Chairman, the President and the board of directors, at its regular meetings,
or  when  the  board  of  directors  so  requires,  an  account  of  all  of his
transactions as Treasurer and of the financial condition of the corporation.

     SECTION 10. ASSISTANT TREASURER. The Assistant Treasurer, if there shall be
one, or, if there shall be more than one, the Assistant  Treasurers in the order
determined by the board of directors, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform  such other  duties and have such other powers as the board of directors
may from time to time prescribe.

                                   ARTICLE VI
                                  CAPITAL STOCK

     SECTION 1. FORM. The shares of the capital stock of the  corporation  shall
be represented by certificates in such form as shall be approved by the board of
directors and shall be signed by the Chairman, the President,  an Executive Vice
President or a Vice President, and by the Treasurer or an assistant treasurer or
the Secretary or an Assistant  Secretary of the  corporation,  and may be sealed
with the seal of the corporation or a facsimile thereof.

     SECTION 2. LOST AND  DESTROYED  CERTIFICATES.  The board of  directors  may
direct a new  certificate to be issued in place of any  certificate  theretofore
issued  by the  corporation  alleged  to  have  been  lost  or  destroyed.  When
authorizing  such issue of a new  certificate,  the board of  directors,  in its
discretion and as a condition  precedent to the issuance thereof,  may prescribe
such  terms  and  conditions  as  it  deems  expedient,  and  may  require  such
indemnities as it deems adequate, to protect the corporation from any claim that
may be made against it with respect to any such certificate alleged to have been
lost or destroyed.

     SECTION 3. TRANSFER OF SHARES.  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,  a new certificate shall be issued to the person entitled
thereto, and the old certificate cancelled and the transaction recorded upon the
books of the corporation.

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                                   ARTICLE VII
                                 INDEMNIFICATION

     SECTION 1. (a) The Corporation shall indemnify, subject to the requirements
of  subsection  (d) of this  Section,  any  person  who was or is a party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of the  Corporation),  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the  Corporation  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction or upon a plea of NOLO  CONTENDERE or its  equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  Corporation  and,  with  respect  to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b)  The  Corporation  shall  indemnify,  subject  to the  requirements  of
subsection  (d)  of  this  Section,  any  person  who  was or is a  party  or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Corporation  or is or was  serving at the request of the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  Corporation  unless  and only to the  extent  that the  Court of
Chancery  of the State of Delaware or the court in which such action or suit was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery of the State of Delaware or such other court shall deem proper.

     (c) To the  extent  that a  director,  officer,  employee  or  agent of the
Corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
Section,  or in defense of any claim,  issue or matter therein,  the Corporation
shall indemnify him against  expenses  (including  attorneys' fees) actually and
reasonably incurred by him in connection therewith.

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  Section
(unless ordered by a court) shall be made by the Corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
Section.  Such  determination  shall be made (1) by the Board of  Directors by a

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majority  vote of a quorum  consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable,  or, even
if obtainable a quorum of  disinterested  directors so directs,  by  independent
legal counsel in a written opinion, or (3) by the stockholders.

     (e)  Expenses  incurred  by a  director,  officer,  employee  or  agent  in
defending  a civil or criminal  action,  suit or  proceeding  may be paid by the
Corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be  indemnified  by the  Corporation  as authorized in this Section.
Such  expenses  incurred by other  employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant  to,  the  other  subsections  of this  Section  shall  not  limit  the
Corporation from providing any other  indemnification or advancement of expenses
permitted by law nor shall they be deemed exclusive of any other rights to which
a person  seeking  indemnification  or  advancement  of expenses may be entitled
under any by-law,  agreement, vote of stockholders or disinterested directors or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another capacity while holding such office.

     (g) The  Corporation  may purchase and maintain  insurance on behalf of any
person who is or was a director,  officer, employee or agent of the Corporation,
or is or was serving at the request of the  Corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise  against any liability asserted against him and incurred by him
in any such capacity,  or arising out of his status as such,  whether or not the
Corporation  would have the power to indemnify him against such liability  under
the provisions of this Section.

     (h) For the purposes of this Section, references to "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, 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  Section  with  respect to the  resulting  or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     (i) For purposes of this Section,  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  any  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

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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
Section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall,  unless  otherwise  provided when authorized or
ratified by the Board of Directors, continue as to a person who has ceased to be
a director, officer, employee or agent of the Corporation and shall inure to the
benefit of the heirs executors and administrators of such a person.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

     SECTION  1.  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 of directors may from time to time designate.

     SECTION  2.  FISCAL  YEAR.  The  fiscal  year of the  corporation  shall be
determined, and may be changed, by resolution of the board of directors.

     SECTION 3. SEAL. The corporate  seal shall have inscribed  thereon the name
of the corporation,  the year of its organization and the words "Corporate Seal,
Delaware."  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE IX
                                   AMENDMENTS

     SECTION 1. These by-laws may be altered, amended,  supplemented or repealed
or new  by-laws  may  be  adopted  (a) at any  regular  or  special  meeting  of
stockholders  at which a quorum is present or  represented,  by the  affirmative
vote of the  holders of a  majority  of the shares  entitled  to vote,  provided
notice of the  proposed  alteration,  amendment  or repeal be  contained  in the
notice of such  meeting,  or (b) by a  resolution  adopted by a majority  of the
whole board of  directors  at any regular or special  meeting of the board.  The
stockholders shall have authority to change or repeal any by-laws adopted by the
directors.

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