##### 



EXHIBIT 3.2







AMENDED AND RESTATED BYLAWS

OF

VERIDIAN CORPORATION



















Dated Effective as of June 10, 2002





---



##### 



AMENDED AND RESTATED BYLAWS

OF

VERIDIAN CORPORATION

TABLE OF CONTENTS

Article I

Offices and Records

|    |  |                             |  |  |   | 
|--- |  | --------------------------- |  |  | - | 
|1.1 |  | Registered Office and Agent |  |  | 1 | 
|1.2 |  | Other Offices               |  |  | 1 | 
|1.3 |  | Books and Records           |  |  | 1 | 

Article II

Meetings of Stockholders

|     |  |                                                         |  |  |   | 
|---- |  | ------------------------------------------------------- |  |  | - | 
|2.1  |  | Annual Meetings                                         |  |  | 1 | 
|2.2  |  | Special Meetings                                        |  |  | 1 | 
|2.3  |  | Place of Meetings                                       |  |  | 2 | 
|2.4  |  | Notice of Meetings                                      |  |  | 2 | 
|2.5  |  | Voting List                                             |  |  | 3 | 
|2.6  |  | Quorum and Adjournment                                  |  |  | 3 | 
|2.7  |  | Adjourned Meetings                                      |  |  | 3 | 
|2.8  |  | Voting                                                  |  |  | 4 | 
|2.9  |  | Proxies                                                 |  |  | 5 | 
|2.10 |  | Record Date                                             |  |  | 5 | 
|2.11 |  | Conduct of Meetings; Agenda                             |  |  | 6 | 
|2.12 |  | Inspectors of Election; Opening and Closing of Polls    |  |  | 6 | 
|2.13 |  | Procedures for Bringing Business before Annual Meetings |  |  | 7 | 
|2.14 |  | Action without Meeting                                  |  |  | 8 | 
|2.15 |  | Special Meetings of Stockholders                        |  |  | 9 | 

| |  |                                                               
| |  | --------------------------------------------------------------
| |  | Article III                                                   
| |  |                                                               
| |  | Board of Directors  Powers, Number, Classification,          
| |  | Nominations, Resignations, Removal, Vacancies and Compensation
| |  |                                                               

|    |  |                                                                                                         |  |  |    | 
|--- |  | ------------------------------------------------------------------------------------------------------- |  |  | -- | 
|3.1 |  | Management                                                                                              |  |  | 9  | 
|3.2 |  | Number and Qualification                                                                                |  |  | 9  | 
|3.3 |  | Classes of Directors                                                                                    |  |  | 9  | 
|3.4 |  | Election; Term of Office                                                                                |  |  | 9  | 
|3.5 |  | Allocation of Directors Among Classes in the Event of Increases or
Decreases in the Number of Directors |  |  | 10 | 
|3.6 |  | Nominations                                                                                             |  |  | 10 | 
|3.7 |  | Resignations                                                                                            |  |  | 12 | 
|3.8 |  | Removal                                                                                                 |  |  | 13 | 
|3.9 |  | Vacancies                                                                                               |  |  | 13 | 





---



##### 



|     |  |                                                 |  |  |    | 
|---- |  | ----------------------------------------------- |  |  | -- | 
|3.10 |  | Subject to Rights of Holders of Preferred Stock |  |  | 13 | 
|3.11 |  | Compensation                                    |  |  | 14 | 

| |  | Article IV                               
| |  | -----------------------------------------
| |  | Board of Directors  Meetings and Actions

|    |  |                        |  |  |    | 
|--- |  | ---------------------- |  |  | -- | 
|4.1 |  | Place of Meetings      |  |  | 14 | 
|4.2 |  | Regular Meetings       |  |  | 14 | 
|4.3 |  | Special Meetings       |  |  | 14 | 
|4.4 |  | Quorum; Voting         |  |  | 14 | 
|4.5 |  | Conduct of Meetings    |  |  | 15 | 
|4.6 |  | Action without Meeting |  |  | 15 | 
|4.7 |  | Telephonic Meetings    |  |  | 15 | 

| |  | Article V                           
| |  | ------------------------------------
| |  | Committees of the Board of Directors

|     |  |                            |  |  |    | 
|---- |  | -------------------------- |  |  | -- | 
|5.1  |  | Executive Committee        |  |  | 15 | 
|5.2  |  | Other Committees           |  |  | 16 | 
|5.3  |  | Term                       |  |  | 16 | 
|5.4  |  | Committee Changes; Removal |  |  | 16 | 
|5.5  |  | Alternate Members          |  |  | 16 | 
|5.6  |  | Rules and Procedures       |  |  | 16 | 
|5.7  |  | Action without Meeting     |  |  | 17 | 
|5.8  |  | Telephonic Meetings        |  |  | 17 | 
|5.9  |  | Resignations               |  |  | 17 | 
|5.10 |  | Limitations on Authority   |  |  | 17 | 

| |  | Article VI
| |  | ----------
| |  | Officers  

|     |  |                                               |  |  |    | 
|---- |  | --------------------------------------------- |  |  | -- | 
|6.1  |  | Number; Titles; Qualification; Term of Office |  |  | 18 | 
|6.2  |  | Election                                      |  |  | 18 | 
|6.3  |  | Removal                                       |  |  | 18 | 
|6.4  |  | Resignations                                  |  |  | 18 | 
|6.5  |  | Vacancies                                     |  |  | 19 | 
|6.6  |  | Salaries                                      |  |  | 19 | 
|6.7  |  | Chairman of the Board                         |  |  | 19 | 
|6.8  |  | Chief Executive Officer                       |  |  | 19 | 
|6.9  |  | President                                     |  |  | 19 | 
|6.10 |  | Vice Presidents                               |  |  | 20 | 
|6.11 |  | Treasurer                                     |  |  | 20 | 
|6.12 |  | Assistant Treasurers                          |  |  | 20 | 
|6.13 |  | Secretary                                     |  |  | 20 | 
|6.14 |  | Assistant Secretaries                         |  |  | 21 | 

| |  | Article VII
| |  | -----------
| |  | Stock      

|    |  |              |  |  |    | 
|--- |  | ------------ |  |  | -- | 
|7.1 |  | Certificates |  |  | 21 | 

ii



---



##### 



|    |  |                                        |  |  |    | 
|--- |  | -------------------------------------- |  |  | -- | 
|7.2 |  | Signatures on Certificates             |  |  | 21 | 
|7.3 |  | Legends                                |  |  | 21 | 
|7.4 |  | Lost, Stolen or Destroyed Certificates |  |  | 22 | 
|7.5 |  | Transfers of Shares                    |  |  | 22 | 
|7.6 |  | Registered Stockholders                |  |  | 22 | 
|7.7 |  | Regulations                            |  |  | 22 | 
|7.8 |  | Stock Options, Warrants, etc.          |  |  | 22 | 

| |  | Article VIII   
| |  | ---------------
| |  | Indemnification

|    |  |                                               |  |  |    | 
|--- |  | --------------------------------------------- |  |  | -- | 
|8.1 |  | Third Party Actions                           |  |  | 23 | 
|8.2 |  | Actions By or in the Right of the Corporation |  |  | 23 | 
|8.3 |  | Expensess                                     |  |  | 24 | 
|8.4 |  | Non-exclusivity                               |  |  | 24 | 
|8.5 |  | Enforceability                                |  |  | 24 | 
|8.6 |  | Insurances                                    |  |  | 25 | 
|8.7 |  | Survival                                      |  |  | 25 | 
|8.8 |  | Amendment                                     |  |  | 25 | 
|8.9 |  | Definitions                                   |  |  | 25 | 

| |  | Article IX         
| |  | -------------------
| |  | Notices and Waivers

|    |  |                           |  |  |    | 
|--- |  | ------------------------- |  |  | -- | 
|9.1 |  | Methods of Giving Notices |  |  | 26 | 
|9.2 |  | Waiver of Notice          |  |  | 26 | 

| |  | Article X               
| |  | ------------------------
| |  | Miscellaneous Provisions

|      |  |                                     |  |  |    | 
|----- |  | ----------------------------------- |  |  | -- | 
|10.1  |  | Dividends                           |  |  | 26 | 
|10.2  |  | Reserves                            |  |  | 26 | 
|10.3  |  | Checks                              |  |  | 27 | 
|10.4  |  | Corporate Contracts and Instruments |  |  | 27 | 
|10.5  |  | Attestation                         |  |  | 27 | 
|10.6  |  | Securities of Other Corporations    |  |  | 27 | 
|10.7  |  | Fiscal Year                         |  |  | 27 | 
|10.8  |  | Seal                                |  |  | 27 | 
|10.9  |  | Invalid Provisions                  |  |  | 27 | 
|10.10 |  | Headings                            |  |  | 27 | 
|10.11 |  | References/Gender/Number            |  |  | 27 | 
|10.12 |  | Amendments                          |  |  | 28 | 

iii



---



##### 



AMENDED AND RESTATED BYLAWS

OF

VERIDIAN CORPORATION

PREAMBLE

These Bylaws are subject to, and governed by, the General Corporation Law
of the State of Delaware (DGCL) and the Second Amended and Restated
Certificate of Incorporation of Veridian Corporation (the Corporation), as
amended (the Certificate of Incorporation, such term to include the
resolutions of the Board of Directors of the Corporation creating any series of
preferred stock, par value $0.0001 per share, of the Corporation). In the
event of a direct conflict between the provisions of these Bylaws and the
mandatory provisions of the DGCL or the provisions of the Certificate of
Incorporation, as amended, such provisions of the DGCL and the Certificate of
Incorporation, as the case may be, will be controlling.

ARTICLE I

OFFICES AND RECORDS

1.1 Registered Office and Agent. The registered office and registered
agent of the Corporation shall be as designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State
of the State of Delaware.

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

1.3 Books and Records. The books and records of the Corporation may be
kept at the Corporations principal office in Arlington, Virginia or at such
other locations outside the State of Delaware as may from time to time be
designated by the Board of Directors.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 Annual Meetings. If required by law, an annual meeting of the
Corporations stockholders (the Stockholders) shall be held each calendar
year for the purposes of (i) electing directors as provided in Article III and
(ii) transacting such other business as may properly be brought before the
meeting. Each annual meeting shall be held on such date and at such time as
shall be designated by the Board of Directors and stated in the notice of such
meeting.

2.2 Special Meetings. Special meetings of the Stockholders, for any
purpose or purposes, may be called at any time by the Chairman of the Board (if
any) or the Chief Executive Officer and shall be called by the Secretary within
10 days after the written request, or by resolution
adopted by the affirmative
vote, of a majority of the total number of directors then in office, which



---



##### 



request or resolution shall fix the date, time and place, and state the purpose
or purposes, of the proposed meeting. Except as provided by applicable law,
these Bylaws or the Certificate of Incorporation, Stockholders shall not be
entitled to call a special meeting of Stockholders or to require the Board of
Directors or any officer to call such a meeting or to propose business at such
a meeting. Business transacted at any special meeting of Stockholders shall be
limited to the purposes stated in the notice or waivers of notice of such
meeting.

2.3 Place of Meetings. The Board of Directors may designate the place of
meeting (either within or without the State of Delaware) for any meeting of
Stockholders. If no designation is made by the Board of Directors, the place
of meeting shall be held at the principal executive office of the Corporation.
Notwithstanding the foregoing, the Board of Directors may, in its sole
discretion, determine that the meeting shall not be held at any place, but
shall be held solely by means of remote communication, subject to such
guidelines and procedures as the Board of Directors may adopt, as permitted by
applicable law.

2.4 Notice of Meetings.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Written notice of each meeting of Stockholders shall be
delivered to each Stockholder of record entitled to vote thereat, which
notice shall (i) state the place, date and time of the meeting and, in
the case of a special meeting, the purpose or purposes for which the
meeting is called and (ii) be given not less than 10 nor more than 60
days before the date of the meeting. Without limiting the foregoing, any
notice to Stockholders given by the Corporation pursuant to this Section
2.4 shall be effective if given by a form of electronic transmission
consented to by the Stockholders to whom the notice is given. Any such
consent shall be revocable by the Stockholder by written notice to the
Corporation and shall also be deemed revoked if (1) the Corporation is
unable to deliver by electronic transmission two consecutive notices
given by the Corporation in accordance with such consent and (2) such
inability becomes known to the Secretary or Assistant Secretary of the
Corporation, the transfer agent or other person responsible for the
giving of notice; provided, however, the inadvertent failure to treat
such inability as a revocation shall not invalidate any meeting or other
action. Notice given by a form of electronic transmission in accordance
with these Bylaws shall be deemed given: (i) if by facsimile
transmission, when directed to a number at which the Stockholder has
consented to receive notice; (ii) if by electronic mail, when directed to
an electronic mail address at which the Stockholder has consented to
receive notice; (iii) if by a posting on an electronic network, together
with separate notice to the Stockholder of such specific posting, upon
the later of such posting and the giving of such separate notice; and
(iv) if by another form of electronic transmission, when directed to the
Stockholder.
|
| | For purposes of these Bylaws, electronic transmission means any
form of communication, not directly involving the physical transmission
of paper, that creates a record that may be retained, retrieved and
reviewed by a recipient thereof, and that may be directly reproduced in
paper form by such a recipient through an automated process.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

2



---



##### 





| |                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) Any previously scheduled meeting of the Stockholders may be
postponed by resolution of the Board of Directors upon public notice
given prior to the time previously scheduled for such meeting.

2.5 Voting List. At least 10 days before each meeting of Stockholders,
the Secretary or other officer or agent of the Corporation who has charge of
the Corporations stock ledger shall prepare a complete list of the
Stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing, with respect to each Stockholder, his address and the number of
shares registered in his name. Such list shall be open to the examination of
any Stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall
be specified in the notice or waivers of notice of the meeting or, if not so
specified, at the place where the meeting is to be held. The list shall also
be produced and kept open at the time and place of the meeting during the whole
time thereof, and may be inspected by any Stockholder who is present. The stock
ledger of the Corporation shall be the only evidence as to who are the
Stockholders entitled to examine any list required by this Section 2.5 or to
vote at any meeting of Stockholders. Such list shall be open to the
examination of any Stockholder, for any purpose germane to the meeting, for a
period of at least 10 days prior to the meeting: (i) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting or (ii) during
ordinary business hours, at the principal place of business of the Corporation.
If the meeting is to be held at a place, the list shall also be produced and
kept at the time and place of the meeting during the whole time thereof and may
be inspected by any Stockholder who is present. If the meeting is to be held
solely by means of remote communication, the list shall also be open to the
examination of any Stockholder during the whole time thereof on a reasonably
accessible electronic network and the information required to access such list
shall be provided with the notice of the meeting. Except as otherwise provided
by law, the stock ledger shall be the only evidence as to who are the
Stockholders entitled to examine the stock ledger, the list of Stockholders or
the books of the Corporation, or to vote in person or by proxy at any meeting
of Stockholders.

2.6 Quorum and Adjournment. The holders of a majority of the voting power
of the outstanding shares of the Corporation entitled to vote generally in the
election of directors (the Voting Stock), present in person or by proxy,
shall constitute a quorum at any meeting of Stockholders, except as otherwise
provided by applicable law, the Certificate of Incorporation or these Bylaws.
If a quorum is present at any meeting of Stockholders, such quorum shall not be
broken by the withdrawal of enough Stockholders to leave less than a quorum and
the remaining Stockholders may continue to transact business until adjournment.
If a quorum shall not be present at any meeting of Stockholders, the holders
of a majority of the voting stock represented at such meeting or, if no
Stockholder entitled to vote is present at such meeting, any officer of the
Corporation may adjourn such meeting from time to time until a quorum shall be
present. Notwithstanding anything in these Bylaws to the contrary, the
chairman of any meeting of Stockholders shall have the right, acting in his
sole discretion, to adjourn such meeting from time to time.

2.7 Adjourned Meetings. When a meeting of Stockholders is adjourned to
another time or place, unless otherwise provided by these Bylaws, 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

3



---



##### 



taken; provided, however,
if an adjournment is for more than 30 days or if after an adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each Stockholder entitled to vote thereat. At any
adjourned meeting at which a quorum shall be present in person or by proxy, the
Stockholders entitled to vote thereat may transact any business which might
have been transacted at the meeting as originally noticed.

2.8 Voting.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Election of directors at all meetings of Stockholders at which
directors are to be elected may, but need not, be by written ballot and,
except as otherwise provided in the Certificate of Incorporation, a
plurality of the votes cast thereat shall elect. Except as otherwise
provided by applicable law, the Certificate of Incorporation or these
Bylaws, all matters other than the election of directors submitted to the
Stockholders at any meeting shall be decided by a majority of the votes
cast with respect to such matter. Except as otherwise provided in the
Certificate of Incorporation or by applicable law, (i) no Stockholder
shall have any right of cumulative voting and (ii) each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of Stockholders.                                                                                                                                                                                                                                                     
|
| | (b) Shares standing in the name of another corporation (whether
domestic or foreign) may be voted by such officer, agent or proxy as the
bylaws of such corporation may prescribe or, in the absence of such
provision, as the board of directors of such corporation may determine.
Shares standing in the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in person or by
proxy. Shares standing in the name of a guardian, conservator or trustee
may be voted by such fiduciary, either in person or by proxy, but no
fiduciary shall be entitled to vote shares held in such fiduciary
capacity without a transfer of such shares into the name of such
fiduciary. Shares standing in the name of a receiver may be voted by
such receiver. A Stockholder whose shares are pledged shall be entitled
to vote such shares, unless in the transfer by the pledgor on the books
of the Corporation he has expressly empowered the pledgee to vote
thereon, in which case only the pledgee (or his proxy) may represent the
stock and vote thereon.
|
| | (c) If shares or other securities having voting power stand of
record in the name of two or more persons (whether fiduciaries, members
of a partnership, joint tenants, tenants in common, tenants by the
entirety or otherwise) or if two 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



| |                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) if only one votes, his act binds all;                                                                                                                                                                                                          
|
| | (ii) if more than one votes, the act of the majority so voting
binds all; and                                                                                                                                                                      
|
| | (iii) if more than one votes but the vote is evenly split on
any particular matter, each faction may vote the securities in
question proportionately or any person
voting the shares, or a
beneficiary, (if any) may apply to the Delaware Court of

4



---



##### 





| |                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Chancery
or such other court as may have jurisdiction to appoint an
additional person to act with the person so voting the shares,
which shall then be voted as determined by a majority of such
persons and the person so appointed by the court.

If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purpose of this paragraph (c) shall
be a majority or even-split in interest.

2.9 Proxies.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) At any meeting of Stockholders, each Stockholder
having the right to vote thereat may be represented and vote either in
person or by proxy executed in writing by such Stockholder or by his duly
authorized attorney-in-fact. Each such proxy shall be filed with the
Secretary of the Corporation at or before the beginning of each meeting
at which such proxy is to be voted. Unless otherwise provided therein,
no proxy shall be valid after three years from the date of its execution.
Each proxy shall be revocable unless expressly provided therein to be
irrevocable and coupled with an interest sufficient in law to support an
irrevocable power or unless otherwise made irrevocable by applicable law.
|
| | (b) A proxy shall be deemed signed if the Stockholders name is
placed on the proxy (whether by manual signature, telegraphic
transmission or otherwise) by the Stockholder or his attorney-in-fact.
In the event any proxy shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting (or, if only
one shall be present, then that one) shall have and may exercise all the
powers conferred by the proxy upon all the persons so designated unless
the proxy shall otherwise provide.                                                                                                                                                                                       
|
| | (c) Except as otherwise provided by applicable law, by the
Certificate of Incorporation or by these Bylaws, the Board of Directors
may, in advance of any meeting of Stockholders, prescribe additional
regulations concerning the manner of execution and filing of proxies (and
the validation of same) which may be voted at such meeting.                                                                                                                                                                                                                                                                                                                                                                               

2.10 Record Date. For the purpose of determining the Stockholders
entitled to notice of or to vote at any meeting of Stockholders (or any
adjournment thereof) or to receive payment of any dividend or other
distribution or allotment of any rights or to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date on which the resolution fixing the record date is
adopted by the Board of Directors or be more than 60 nor less than 10 days
prior to the date of such meeting nor more than 60 days prior to any other
action. If no record date is fixed, (i) 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 and (ii) the record date
for determining Stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. 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.

5



---



##### 



2.11 Conduct of Meetings; Agenda.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Meetings of the Stockholders shall be presided over by the
officer of the Corporation whose duties under these Bylaws require him to
do so; provided, however, if no such officer of the Corporation shall be
present at any meeting of Stockholders, such meeting shall be presided
over by the Chairman of the Board, or, in his absence, the Chief
Executive Officer or the President. At each meeting of Stockholders, the
officer of the Corporation whose duties under these Bylaws require him to
do so shall act as secretary of the meeting; provided, however, if no
such officer of the Corporation shall be present at any meeting of
Stockholders, the chairman of such meeting shall appoint a secretary.
The order of business at each meeting of Stockholders shall be as
determined by the chairman of the meeting, including such regulation of
the manner of voting and the conduct of discussion as seems to him in
order.
|
| | (b) The Board of Directors may, in advance of any meeting of
Stockholders, adopt an agenda for such meeting, adherence to which the
chairman of the meeting may enforce.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

2.12 Inspectors of Election; Opening and Closing of Polls.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Before any meeting of Stockholders, the Board of Directors may,
and if required by law shall, appoint one or more persons to act as
inspectors of election at such meeting or any adjournment thereof. If
any person appointed as inspector fails to appear or fails or refuses to
act, the chairman of the meeting may, and if required by law or requested
by any Stockholder entitled to vote or his proxy shall, appoint a
substitute inspector. If no inspectors are appointed by the Board of
Directors, the chairman of the meeting may, and if required by law or
requested by any Stockholder entitled to vote or his proxy shall, appoint
one or more inspectors at the meeting. Notwithstanding the foregoing,
inspectors shall be appointed consistent with the mandatory provisions of
the DGCL.                                      
|
| | (b) Inspectors may include individuals who serve the Corporation in
other capacities (including as officers, employees, agents or
representatives); provided, however, that no director or candidate for
the office of director shall act as an inspector. Inspectors need not be
Stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (c) The inspectors shall (i) determine the number of shares of
capital stock of the Corporation outstanding and the voting power of
each, the number of shares represented at the meeting, the existence of a
quorum and the validity and effect of proxies and (ii) receive votes or
ballots, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes and
ballots, determine the results and do such acts as are proper to conduct
the election or vote with fairness to all Stockholders. On request of the
chairman of the meeting, the inspectors shall make a report in writing of
any challenge, request or matter determined by them and shall execute a
certificate of any fact found by them. The inspectors shall have such
other duties as may be prescribed by the DGCL.

6



---



##### 





| |                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) The chairman of the meeting may, and if required by the DGCL
shall, fix and announce at the meeting the date and time of the opening
and the closing of the polls for each matter upon which the Stockholders
will vote at the meeting.

2.13 Procedures for Bringing Business before Annual Meetings.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting of Stockholders except
in accordance with the procedures hereinafter set forth in this Section
2.13; provided, however, that nothing in this Section 2.13 shall be
deemed to preclude discussion by any Stockholder of any business properly
brought before any annual meeting of Stockholders in accordance with such
procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (b) At any annual meeting of Stockholders, only such business shall
be conducted as shall have been properly brought before the meeting. To
be properly brought before an annual meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board of Directors, (ii) otherwise properly
brought before the meeting by or at the direction of the Board of
Directors or (iii) properly brought before the meeting by a Stockholder
who was a Stockholder of record of the Corporation at the time the notice
provided in this Section 2.13 is delivered to the Secretary of the
Corporation, who is entitled to vote at the meeting and who otherwise
complies with the requirements of this Section 2.13. In addition to any
other applicable requirements, for business to be properly brought before
an annual meeting by a Stockholder, the Stockholder must have given
timely notice thereof in writing to the Secretary. To be timely, a
Stockholders notice must be delivered to or mailed and received at the
principal executive office of the Corporation not less than 90 days nor
more than 120 days in advance of the first anniversary of the date of the
Corporations proxy statement released to Stockholders in connection with
the previous years annual meeting of Stockholders; provided, however,
that if no annual meeting was held in the previous year or the date of
the annual meeting of Stockholders has been changed by more than 30
calendar days from the date contemplated at the time of the previous
years proxy statement, the notice must be received by the Corporation
not more than 10 days following the first date the Corporation publicly
announces the date of such meeting. Any meeting of Stockholders which is
adjourned and will reconvene within 30 days after the date of adjournment
shall, for purposes of any Stockholders notice contemplated by this
paragraph (b), be deemed to be a continuation of the original meeting,
and no business may be brought before such adjourned meeting by any
Stockholder unless timely notice of such business was given to the
Secretary of the Corporation for the meeting as originally noticed.
|
| | (c) Each notice given by a Stockholder as contemplated by paragraph
(b) above shall set forth, as to each matter the Stockholder proposes to
bring before the annual meeting, (i) the nature of the proposed business
with reasonable particularity, including the exact text of any proposal
to be presented for adoption and any supporting statement, which proposal
and supporting statement shall not in the aggregate exceed 500 words, and
the Stockholders reasons for conducting such business at the annual
meeting, (ii) any material interest of the Stockholder in such business,
(iii) the name, principal occupation and record address of the
Stockholder, (iv) the class and number of shares of the Corporation which
are held of record                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

7



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | or beneficially owned by the Stockholder, (v) the
dates upon which the Stockholder acquired such shares of stock and
documentary support for any claims of beneficial ownership, (vi) such
other matters as may be required by the Certificate of Incorporation,
(vii) a representation that the Stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to propose such business, and
(viii) a representation whether the Stockholder or the beneficial owner,
if any, intends or is part of a group which intends (a) to deliver a
proxy statement and/or form of proxy to holders of at least the
percentage of the Corporations outstanding capital stock required to
approve or adopt the proposal and/or (b) otherwise to solicit proxies
from Stockholders in support of such proposal. The foregoing notice
requirements shall be deemed satisfied by a Stockholder if the
Stockholder has notified the Corporation of his or her intention to
present a proposal at an annual meeting in compliance with Rule 14a-8 (or
any successor thereof) promulgated under the Exchange Act and such
Stockholders proposal has been included in a proxy statement that has
been prepared by the Corporation to solicit proxies for such annual
meeting.
|
| | (d) The foregoing right of a Stockholder to propose business for
consideration at an annual meeting of Stockholders shall be subject to
such conditions, restrictions and limitations as may be imposed by the
Board of Directors. Nothing in this Section 2.13 shall entitle any
Stockholder to propose business for consideration at any special meeting
of Stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (e) The chairman of any meeting of Stockholders shall determine
whether business has been properly brought before the meeting and, if the
facts so warrant, may refuse to transact any business at such meeting
which has not been properly brought before the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (f) Notwithstanding any other provision of these Bylaws, the
Corporation shall be under no obligation to include any Stockholder
proposal in its proxy statement or otherwise present any such proposal to
Stockholders at a meeting of Stockholders if the Board of Directors
reasonably believes that the proponents thereof have not complied with
sections 13 and 14 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), and the rules and regulations promulgated
thereunder, and the Corporation shall not be required to include in its
proxy statement to Stockholders any Stockholder proposal not required to
be included in its proxy statement to Stockholders in accordance with the
Exchange Act and such rules or regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (g) Nothing in this Section 2.13 shall be deemed to affect any
rights of Stockholders to request inclusion of proposals in the
Corporations proxy statement pursuant to Rule 14a-8 of the Exchange Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (h) Reference is made to Section 3.4 for procedures relating to the
nomination of any person for election or reelection as a director of the
Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

2.14 Action without Meeting. No action shall be taken by Stockholders
except at a meeting of Stockholders. Stockholders may not act by written
consent in lieu of a meeting.

8



---



##### 



2.15 Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of Stockholders as shall have been brought
before the meeting pursuant to the Corporations notice of meeting.

ARTICLE III

BOARD OF DIRECTORS  POWERS, NUMBER, CLASSIFICATION,

NOMINATIONS, RESIGNATIONS, REMOVAL, VACANCIES AND COMPENSATION

3.1 Management. The business and affairs of the Corporation shall be
managed by and under the direction of the Board of Directors. In addition to
the powers and authorities expressly conferred upon the Board of Directors by
these Bylaws, the Board of Directors may exercise all the powers of the
Corporation and do all such lawful acts and things as are not by law, by the
Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by the Stockholders.

3.2 Number and Qualification. The number of directors shall be fixed from
time to time exclusively pursuant to resolution adopted by a majority of the
number of directors then in office, but shall consist of not less than 3 nor
more than 15 directors, subject, however, to increases above 15 directors as
may be required in order to permit the holders of any series of preferred stock
of the Corporation to elect directors under specified circumstances. Directors
need not be Stockholders nor residents of the State of Delaware. Each director
must have attained 21 years of age.

3.3 Classes of Directors. The Board of Directors shall be divided, with
respect to the time for which they severally hold office, into three classes
designated as Class I, Class II and Class III, respectively, all as nearly
equal in number as possible, with each director then in office receiving the
classification to be determined with respect to such director by the Board of
Directors.

3.4 Election; Term of Office.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The initial term of office of Class I directors shall expire at
the annual meeting of the Corporations Stockholders in 2004. The
initial term of office of Class II directors shall expire at the annual
meeting of Stockholders in 2005. The initial term of office of Class III
directors shall expire at the annual meeting of Stockholders in 2003.
Subject to Sections 3.9 and 3.10, each director elected at an annual
meeting of Stockholders to succeed a director whose term is expiring
shall hold office until the third annual meeting of Stockholders after
his election or until his successor is elected and qualified or until his
earlier death, resignation or removal.
|
| | (b) Directors shall be elected by Stockholders only at annual
meetings of Stockholders, except that if any such annual meeting is not
held or if any director to be elected thereat is not elected, such
director may be elected at any special meeting of Stockholders held for
that purpose.                                                                                                                                                                                                                                                                                                                                                                                                



| |                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) No decrease in the number of directors constituting the total
number of directors which the Corporation would have if there were no
vacancies shall have the effect of shortening the term of any incumbent
director.

9



---



##### 



3.5 Allocation of Directors Among Classes in the Event of Increases or
Decreases in the Number of Directors. In the event of any increase or decrease
in the authorized number of directors, (i) each director then serving as such
shall nevertheless continue as a director of the class of which he is a member
and (ii) the newly created or eliminated directorships resulting from such
increase or decrease shall be apportioned by the Board of Directors among the
three classes of directors so as to ensure that no one class has more than one
director more than any other class. To the extent possible, consistent with
the foregoing rule, any newly created directorships shall be added to those
classes whose terms of office are to expire at the latest dates following such
allocation, and any newly eliminated directorships shall be subtracted from
those classes whose terms of office are to expire at the earliest dates
following such allocation, unless otherwise provided from time to time by
resolution adopted by the Board of Directors.

3.6 Nominations.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Notwithstanding anything in these Bylaws to the contrary, only
persons who are nominated in accordance with the procedures hereinafter
set forth in this Section 3.6 shall be eligible for election as directors
of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (b) Nominations of persons for election to the Board of Directors at
an annual meeting of Stockholders or at a special meeting of Stockholders
of which the Board of Directors has determined that directors will be
elected may be made only (i) by or at the direction of the Board of
Directors or (ii) by any Stockholder who is a Stockholder of record of
the Corporation at the time of the notice provided for in this Section
3.6 is delivered to the Secretary, who is entitled to vote for the
election of directors at the meeting who satisfies the eligibility
requirements (if any) set forth in the Certificate of Incorporation and
who complies with the notice procedures set forth in this Section 3.6 and
in the Certificate of Incorporation; provided, however, Stockholders may
not nominate persons for election to the Board of Directors at any
special meeting of Stockholders unless the business to be transacted at
such special meeting, as set forth in the notice of such meeting,
includes the election of directors. Nominations by Stockholders shall be
made pursuant to timely notice in writing to the Secretary. To be
timely, a Stockholders notice given in the context of an annual meeting
of Stockholders shall be delivered to or mailed and received at the
principal executive office of the Corporation not less than 90 days nor
more than 120 days in advance of the first anniversary of the date of the
Corporations proxy statement released to Stockholders in connection with
the previous years annual meeting of Stockholders; provided, however,
that if no annual meeting was held in the previous year or the date of
the annual meeting of Stockholders has been changed by more than 30
calendar days from the date contemplated at the time of the previous
years proxy statement, the notice must be received by the Corporation
not more than 10 days following the first date the Corporation publicly
announces the date of such meeting. To be timely, a Stockholders notice
given in the context of a special meeting of Stockholders shall be
delivered to or mailed and received at
the principal executive office of
the Corporation not earlier than the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th
day prior to such special meeting or the 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 special meeting. For purposes of the foregoing, public

10



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | announcement means the 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
Exchange Act. Any meeting of Stockholders which is adjourned and will
reconvene within 30 days after the date of adjournment shall, for
purposes of any notice contemplated by this paragraph (b), be deemed to
be a continuation of the original meeting and no nominations by a
Stockholder of persons to be elected directors of the Corporation may be
made at any such reconvened meeting other than pursuant to a notice that
was timely for the meeting on the date originally noticed.
|
| | (c) Each notice given by a Stockholder as contemplated by paragraph
(b) above shall set forth the following information, in addition to any
other information or matters required by the Certificate of
Incorporation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) as to each person whom the Stockholder proposes to
nominate for election or re-election as a director, (A) the exact
name of such person, (B) such persons age, principal occupation,
business address and telephone number and residence address and
telephone number, (C) the number of shares (if any) of each class
of stock of the Corporation owned directly or indirectly by such
person and (D) all other information relating to such person that
is required to be disclosed in solicitations of proxies for
election of directors pursuant to Regulation 14A under the Exchange
Act or any successor regulation thereto (including such persons
notarized written acceptance of such nomination, consent to being
named in the proxy statement as a nominee and statement of
intention to serve as a director if elected);
|
| | (ii) as to the Stockholder giving the notice, (A) his name and
address, as they appear on the Corporations books, (B) his
principal occupation, business address and telephone number and
residence address and telephone number, (C) the class and number of
shares of the Corporation which are held of record or beneficially
owned by him and (D) the dates upon which he acquired such shares
of stock and documentary support for any claims of beneficial
ownership; and                                                                                                                                                                                                                                                                                                                                                           
|
| | (iii) a description of all arrangements or understandings
between the Stockholder giving the notice and each nominee and any
other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by such
Stockholder; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (iv) a representation that the Stockholder is a holder of
record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to
propose such nomination; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



| |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v) a representation whether the Stockholder or the beneficial
owner, if any, intends or is part of a group which intends (a) to
deliver a proxy statement and/or form of proxy to holders of at
least the percentage of the Corporations outstanding capital stock
required to elect the nominee and/or (b) otherwise to solicit
proxies from Stockholders in support of such nomination. The
foregoing notice

11



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | requirements shall be deemed satisfied by a
Stockholder if the Stockholder has notified the Corporation of his
or her intention to present a proposal at an annual meeting in
compliance with Rule 14a-8 (or any successor thereof) promulgated
under the Exchange Act and such Stockholders proposal has been
included in a proxy statement that has been prepared by the
Corporation to solicit proxies for such annual meeting. The
Corporation may require any proposed nominee to furnish such other
information as it may reasonably require to determine the
eligibility of such proposed nominee to serve as a director of the
Corporation.

At the request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a Stockholders notice
of nomination which pertains to the nominee.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) The foregoing right of a Stockholder to nominate a person for
election or reelection to the Board of Directors shall be subject to such
additional conditions, restrictions and limitations as may be imposed by
the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (e) Nothing in this Section 3.6 shall be deemed to affect any rights
of Stockholders to request inclusion of proposals in the Corporations
proxy statement pursuant to Rule 14a-8 of the Exchange Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (f) The chairman of a meeting of Stockholders shall have the power
and duty to determine whether a nomination was made in accordance with
the procedures set forth in this Section 3.6 and, if any nomination is
not in compliance with this Section 3.6, to declare that such defective
nomination shall be disregarded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (g) Notwithstanding anything in this Section 3.6 to the contrary, in
the event that the number of directors to be elected to the Board of
Directors of the Corporation at an annual meeting is increased and there
is no public announcement by the Corporation naming the nominees for the
additional directorships at least 100 days prior to the first anniversary
of the preceding years annual meeting, a Stockholders notice required
by this Section 3.6 shall also be considered timely, but only with
respect to nominees for the additional directorships, 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 10th day
following the day on which such public announcement is first made by the
Corporation.

3.7 Resignations. Any director may resign at any time by giving written
notice to the Board of Directors or the Secretary. Such resignation shall take
effect at the date of receipt of such notice or at any later time specified
therein. Acceptance of such resignation shall not be necessary to make it
effective. 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 the 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.

12



---



##### 



3.8 Removal. No director may be removed before the expiration of his term
of office except for cause and then only by the affirmative vote of the holders
of not less than a majority of the voting power of all outstanding Voting
Stock, voting together as a single class. The Board of Directors may not
remove any director. No recommendation by the Board of Directors that a
director be removed may be made to the Stockholders unless such recommendation
is set forth in a resolution adopted by the affirmative vote of not less than
66-2/3% of the number of directors then in office.

3.9 Vacancies.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) In case any vacancy shall occur on the Board of Directors
because of death, resignation or removal, such vacancy may be filled by a
majority of the directors remaining in office (though less than a quorum)
or by the sole remaining director. The director so appointed shall serve
for the unexpired term of his predecessor or until his successor is
elected and qualified or until his earlier death, resignation or removal.
If there are no directors then in office, an election of directors may
be held in the manner provided by applicable law.                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (b) Any newly-created directorship resulting from any increase in
the number of directors constituting the total number of directors which
the Corporation would have if there were no vacancies may be filled by a
majority of the directors then in office (though less than a quorum), or
by the sole remaining director. The director so appointed shall be
assigned to such class of directors as such majority of directors, or the
sole remaining director, as the case may be, shall determine; provided
however, that newly-created directorships shall be apportioned among the
classes of directors so that all classes will be as nearly equal in
number as possible. Each director so appointed shall hold office until
his successor is elected and qualified or until his earlier death,
resignation or removal.                                                                                                                    
|
| | (c) Except as expressly provided in these Bylaws or the Certificate
of Incorporation or as otherwise provided by law, Stockholders shall not
have any right to fill vacancies on the Board of Directors, including
newly-created directorships.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (d) If, as a result of a disaster or emergency (as determined in
good faith by the then remaining directors), it becomes impossible to
ascertain whether or not vacancies exist on the Board of Directors and a
person is or persons are elected by the directors, who in good faith
believe themselves to be a majority of the remaining directors, or the
sole remaining director, to fill a vacancy or vacancies that such
remaining directors in good faith believe exists, then the acts of such
person or persons who are so elected as directors shall be valid and
binding upon the Corporation and the Stockholders, although it may
subsequently develop that at the time of the election (i) there was in
fact no vacancy or vacancies existing on the Board of Directors or (ii)
the directors, or the sole remaining director, who so elected such person
or persons did not in fact constitute a majority of the remaining
directors.

3.10 Subject to Rights of Holders of Preferred Stock. Notwithstanding the
foregoing provisions of this Article III, if the resolutions of the Board of
Directors creating any series of preferred stock of the Corporation entitle the
holders of such preferred stock, voting separately by

13



---



##### 



series, to elect
additional directors under specified circumstances, then all provisions of such
resolutions relating to the nomination, election, term of office, removal,
filling of vacancies and other features of such directorships shall, as to such
directorships, govern and control over any conflicting provisions of this
Article III.

3.11 Compensation. The Board of Directors shall have the authority to
fix, and from time to time to change, the compensation of directors. Each
director shall be entitled to reimbursement from the Corporation for his
reasonable expenses incurred in attending meetings of the Board of Directors
(or any committee thereof) and meetings of the Stockholders. Nothing contained
in these Bylaws shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

ARTICLE IV

BOARD OF DIRECTORS  MEETINGS AND ACTIONS

4.1 Place of Meetings. The directors may hold their meetings and have one
or more offices, and keep the books of the Corporation, in such place or
places, within or without the State of Delaware, as the Board of Directors may
from time to time determine.

4.2 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place, within or without the State of
Delaware, as shall from time to time be determined by the Board of Directors.
Except as otherwise provided by applicable law, any business may be transacted
at any regular meeting of the Board of Directors.

4.3 Special Meetings. Special meetings of the Board of Directors shall be
called by the Secretary at the request of the Chairman of the Board (if any) or
the Chief Executive Officer on not less than 24 hours notice to each director,
specifying the time, place and purpose of the meeting. Special meetings shall
be called by the Secretary on like notice at the written request of any two
directors. Notice of each special meeting of the Board of Directors shall be
given by the Secretary. Notice of each such meeting shall state the date, time
and place of the meeting, and shall be delivered to each director either
personally or by telegram, telecopier, telephone, or other means of electronic
transmission, at least 24 hours before the time at which such meeting is to be
held or mailed by first- class mail, postage prepaid, addressed to the director
at his residence or usual place of business, at least five days before the day
on which such meeting is to be held. Neither the business to be transacted at,
nor the purpose of, any special meeting of the Board of Directors need be
specified in the notice of such meeting, except for amendments to these Bylaws
as provided under Article 10.12 hereof, a meeting may be held at any time
without notice if all of the directors are present or if those not present
waive notice of the meeting in writing, either before or after such meeting.

4.4 Quorum; Voting.



| |                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) At all meetings of
directors then in office shall be necessary and sufficient to constitute
a quorum for the transaction of business. If a quorum shall not be
present at any meeting of the Board 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. A
meeting of the Board of

14



---



##### 







| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Directors at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of
directors; provided, however, that no action of the remaining directors
shall constitute the act of the Board of Directors unless the action is
approved by at least a majority of the required quorum for the meeting or
such greater number of directors as shall be required by applicable law,
by the Certificate of Incorporation or by these Bylaws.
|
| | (b) The act of a majority of the directors present at any meeting of
the Board of Directors at which there is a quorum shall be the act of the
Board of Directors unless by express provision of law, the Certificate of
Incorporation or these Bylaws a different vote is required, in which case
such express provision shall govern and control.                                                                                                                            

4.5 Conduct of Meetings. At meetings of the Board of Directors, business
shall be transacted in such order as shall be determined by the chairman of the
meeting unless the Board of Directors shall otherwise determine the order of
business. The Board of Directors shall keep regular minutes of its proceedings
which shall be placed in the minute book of the Corporation.

4.6 Action without Meeting. Unless otherwise provided in the Certificate
of Incorporation or these Bylaws, any action required or permitted to be taken
at any meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting if all members of the Board of Directors or such
committee, as the case may be, consent thereto in writing (which may be in
counterparts) or by electronic transmission, and the written consent or
consents or electronic transmission or transmissions are filed with the minutes
of proceedings of the Board of Directors or such committee. Such filing shall
be made in paper form if the minutes of the Corporation are maintained in paper
form and shall be in electronic form if the minutes are maintained in
electronic form.

4.7 Telephonic Meetings. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, any action required or permitted to be taken
at any meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting if all members of the Board of Directors or such
committee, as the case may be, consent thereto in writing (which may be in
counterparts) or by electronic transmission, and the written consent or
consents or electronic transmission or transmissions are filed with the minutes
of proceedings of the Board of Directors or such committee. Such filing shall
be made in paper form if the minutes of the Corporation are maintained in paper
form and shall be in electronic form if the minutes are maintained in
electronic form.



ARTICLE V  COMMITTEES OF THE BOARD OF DIRECTORS


5.1 Executive Committee.



| |                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Board of Directors may, by resolution adopted by the
affirmative vote of a majority of the number of directors then in office,
designate an Executive Committee which, during the intervals between
meetings of the Board of Directors and subject to Section 5.10, shall
have and may exercise, in such manner as it shall deem to be in the best

15



---



##### 







| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | interests of the Corporation, all of the
powers of the Board of Directors in the management or direction of the business and affairs of the
Corporation, except as reserved to the Board of Directors or as delegated
by the Board of Directors to another committee of the Board of Directors
or as may be prohibited by law. The Executive Committee shall consist of
not less than two directors, the exact number to be determined from time
to time by the affirmative vote of a majority of the Whole Board. None of
the members of the Executive Committee need be an officer of the
Corporation.
|
| | (b) Meetings of the Executive Committee may be called at any time by
the Chairman of the Board (if any) or the Chief Executive Officer on not
less than one days notice to each member given verbally or in writing,
which notice shall specify the time, place and purpose of the meeting.                                                                                                                                                                                                                                                                                                            

5.2 Other Committees. The Board of Directors may, by resolution adopted
by a majority of the number of directors then in office, establish additional
standing or special committees of the Board of Directors, each of which shall
consist of two or more directors (the exact number to be determined from time
to time by the Board of Directors) and, subject to Section 5.10, shall have
such powers and functions as may be delegated to it by the Board of Directors.
No member of any such additional committee need be an officer of the
Corporation.

5.3 Term. Each member of a committee of the Board of Directors shall
serve as such until the earliest of (i) his death, (ii) the expiration of his
term as a director, (iii) his resignation as a member of such committee or as a
director and (iv) his removal as a member of such committee or as a director.

5.4 Committee Changes; Removal. The Board of Directors shall have the
power at any time to fill vacancies in, to change the membership of and to
abolish any committee of the Board of Directors; provided, however, that no
such action shall be taken in respect of the Executive Committee unless
approved by a majority of the number of directors then in office.

5.5 Alternate Members. 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 of the committee. If no alternate members
have been so appointed or each such alternate committee member is absent or
disqualified, the committee 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 absent or disqualified member.

5.6 Rules and Procedures.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Board of Directors may designate one member of each
committee as chairman of such committee; provided, however, that, except
as provided in the following sentence, no person shall be designated as
chairman of the Executive Committee unless approved by a majority of the
number of directors then in office. If a chairman is not so designated
for any committee, the members thereof shall designate a chairman.
|

16



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) Each committee shall adopt its own rules (not inconsistent with
these Bylaws or with any specific direction as to the conduct of its
affairs as shall have been given by the Board of Directors) governing the
time, place and method of holding its meetings and the conduct of its
proceedings and shall meet as provided by such rules.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (c) If a committee is comprised of an odd number of members, a
quorum shall consist of a majority of that number. If a committee is
comprised of an even number of members, a quorum shall consist of
one-half of that number. If a committee is comprised of two members, a
quorum shall consist of both members. If a quorum is not present at a
meeting of any committee, a majority of the members present may adjourn
the meeting from time to time, without notice other than an announcement
at the meeting, until a quorum is present. The act of a majority of the
members present at any meeting at which a quorum is in attendance shall
be the act of a committee, unless the act of a greater number is required
by law, the Certificate of Incorporation, these Bylaws or the committees
rules as adopted in Section 5.6(b).
|
| | (d) Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when requested.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (e) Unless otherwise provided by these Bylaws or by the rules
adopted by any committee, notice of the time and place of each meeting of
such committee shall be given to each member of such committee as
provided in these Bylaws with respect to notices of special meetings of
the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

5.7 Action without Meeting. Unless otherwise provided in the Certificate
of Incorporation or these Bylaws, any action required or permitted to be taken
at any meeting of a committee of the Board of Directors may be taken without a
meeting if all members of such committee consent thereto in writing. All such
written consents shall be filed with the minutes of proceedings of such
committee.

5.8 Telephonic Meetings. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, members of any committee of the Board of
Directors may participate in a meeting of such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.

5.9 Resignations. Any committee member may resign at any time by giving
written notice to the Board of Directors or the Secretary. Such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein. Acceptance of such resignation shall not be necessary to
make it effective.

5.10 Limitations on Authority. Unless otherwise provided in the
Certificate of Incorporation, no committee of the Board of Directors shall have
the power or authority to (i) authorize an amendment to the Certificate of
Incorporation, (ii) adopt an agreement of merger or consolidation, recommend to
the Stockholders the sale, lease or exchange of all or substantially all of

17



---



##### 



the Corporations property and assets, (iii) recommend to the Stockholders a
dissolution of the Corporation or a revocation of a dissolution or (iv) amend
these Bylaws.

ARTICLE VI

OFFICERS

6.1 Number; Titles; Qualification; Term of Office.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The officers of the Corporation shall be a Chief Executive
Officer, a President, a Secretary and a Treasurer. The Board of
Directors from time to time may also elect such other officers
(including, without limitation, a Chairman of the Board and one or more
Vice Presidents) as the Board of Directors deems appropriate or
necessary. Each officer shall hold office until his successor shall have
been duly elected and shall have been qualified or until his earlier
death, resignation or removal. Any two or more offices may be held by
the same person, but no officer shall execute any instrument in more than
one capacity if such instrument is required by law or any act of the
Corporation to be executed or countersigned by two or more officers.
None of the officers need be a Stockholder or a resident of the State of
Delaware. No officer (other than the Chairman of the Board, if any) need
be a director.
|
| | (b) The Board of Directors may delegate to the Chairman of the Board
(if any) and/or the Chief Executive Officer the power to appoint one or
more employees of the Corporation as divisional or departmental vice
presidents and fix their duties as such appointees. However, no such
divisional or departmental vice presidents shall be considered an officer
of the Corporation, the officers of the Corporation being limited to
those officers elected by the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                       

6.2 Election. At the first meeting of the Board of Directors after each
annual meeting of Stockholders at which a quorum shall be present, the Board of
Directors shall elect the officers of the Corporation.

6.3 Removal. Any officer may be removed, either with or without cause, by
the Board of Directors; provided, however, that (i) the Chairman of the Board
(if any) and the Chief Executive Officer may be removed only by the affirmative
vote of a majority of the number of directors then in office and (ii) the
removal of any officer shall be without prejudice to the contract rights, if
any, of such officer. Election or appointment of an officer shall not of
itself create contract rights.

6.4 Resignations. Any officer may resign at any time by giving written
notice to the Board of Directors, the Chairman of the Board (if any) or the
Chief Executive Officer. Any such resignation shall take effect on receipt of
such notice or at any later time specified therein. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. Any such resignation is without prejudice to the rights, if any, of
the Corporation under any contract to which the officer is a party.

18



---



##### 



6.5 Vacancies. If a vacancy shall occur in any office because of death,
resignation, removal, disqualification or any other cause, the Board of
Directors may elect or appoint a successor to fill such vacancy for the
remainder of the term.

6.6 Salaries. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors or pursuant to its direction, and no officer
shall be prevented from receiving such salary by reason of the fact that he is
also a director of the Corporation.

6.7 Chairman of the Board. The Chairman of the Board (if any) shall have
all powers and shall perform all duties incident to the office of Chairman of
the Board and such other powers and duties as may be prescribed by the Board of
Directors or these Bylaws. The Chairman of the Board, if present, shall
preside at all meetings of the Board of Directors and of the Stockholders.
During the time of any vacancy in the office of Chief Executive Officer or in
the event of the absence or disability of the Chief Executive Officer, the
Chairman of the Board shall have the duties and powers of the Chief Executive
Officer unless otherwise determined by the Board of Directors. In no event
shall any third party having dealings with the Corporation be bound to inquire
as to any facts required by the terms of this Section 6.7 for the exercise by
the Chairman of the Board of the powers of the Chief Executive Officer.

6.8 Chief Executive Officer.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Chief Executive Officer shall be the chief executive officer
of the Corporation and, subject to the supervision, direction and control
of the Board of Directors, shall have general supervision, direction and
control of the business and officers of the Corporation with all such
powers as may be reasonably incident to such responsibilities. He shall
have the general powers and duties of management usually vested in the
chief executive officer of a corporation.                                                                                                                                                                                                                                                                                                                                                       
|
| | (b) During the time of any vacancy in the office of the Chairman of
the Board or in the event of the absence or disability of the Chairman of
the Board, the Chief Executive Officer shall have the duties and powers
of the Chairman of the Board unless otherwise determined by the Board of
Directors. During the time of any vacancy in the office of President or
in the event of the absence or disability of the President, the Chief
Executive Officer shall have the duties and powers of the President
unless otherwise determined by the Board of Directors. In no event shall
any third party having any dealings with the Corporation be bound to
inquire as to any facts required by the terms of this Section 6.8 for the
exercise by the Chief Executive Officer of the powers of the Chairman of
the Board or the President.

6.9 President.



| |                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The President shall be the chief operating officer of the
Corporation and, subject to the supervision, direction and control of the
Chief Executive Officer and the Board
of Directors, shall manage the
day-to-day operations of the Corporation. He shall have the general
powers and duties of management usually vested in the chief operating
officer of a

19



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | corporation and such other powers and duties as may be
assigned to him by the Board of Directors, the Chief Executive Officer or
these Bylaws.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (b) During the time of any vacancy in the offices of the Chairman of
the Board and Chief Executive Officer or in the event of the absence or
disability of the Chairman of the Board and the Chief Executive Officer,
the President shall have the duties and powers of the Chief Executive
Officer unless otherwise determined by the Board of Directors. In no
event shall any third party having any dealings with the Corporation be
bound to inquire as to any facts required by the terms of this Section
6.9 for the exercise by the President of the powers the Chief Executive
Officer.

6.10 Vice Presidents. In the absence or disability of the President, the
Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the President,
shall perform all the duties of the President as chief operating officer of the
Corporation, and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the President as chief operating officer of the
Corporation. In no event shall any third party having dealings with the
Corporation be bound to inquire as to any facts required by the terms of this
Section 6.10 for the exercise by any Vice President of the powers of the
President as chief operating officer of the Corporation. The Vice Presidents
shall have such other powers and perform such other duties as from time to time
may be assigned to them by the Board of Directors, the Chief Executive Officer
or the President.

6.11 Treasurer. The Treasurer shall (i) have custody of the Corporations
funds and securities, (ii) keep full and accurate account of receipts and
disbursements, (iii) deposit all monies and valuable effects in the name and to
the credit of the Corporation in such depository or depositories as may be
designated by the Board of Directors and (iv) perform such other duties as may
be prescribed by the Board of Directors or the Chief Executive Officer.

6.12 Assistant Treasurers. Each Assistant Treasurer shall have such
powers and duties as may be assigned to him by the Board of Directors, the
Chief Executive Officer or the President. In case of the absence or disability
of the Treasurer, the Assistant Treasurer designated by the President (or, in
the absence of such designation, the Treasurer) shall perform the duties and
exercise the powers of the Treasurer during the period of such absence or
disability. In no event shall any third party having dealings with the
Corporation be bound to inquire as to any facts required by the terms of this
Section 6.12 for the exercise by any Assistant Treasurer of the powers of the
Treasurer under these Bylaws.

6.13 Secretary.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Secretary shall keep or cause to be kept, at the principal
office of the Corporation or such other place as the Board of Directors
may order, a book of minutes of all meetings and actions of the Board of
Directors, committees of the Board of Directors and Stockholders, with
the time and place of holding, whether regular or special, and, if
special, how authorized, the notice thereof given, the names of those
present at meetings of the Board
of Directors and committees thereof, the
number of shares present or represented at Stockholders meetings and the
proceedings thereof.



20



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) The Secretary shall keep, or cause to be kept, at the principal
office of the Corporation or at the office of the Corporations transfer
agent or registrar, a share register, or a duplicate share register,
showing the names of all Stockholders and their addresses, the number and
classes of shares held by each, the number and date of certificates
issued for the same and the number and date of cancellation of every
certificate surrendered for cancellation.
|
| | (c) The Secretary shall give, or cause to be given, notice of all
meetings of the Stockholders and of the Board of Directors required by
these Bylaws or by law to be given, and he shall keep the seal of the
Corporation, if one be adopted, in safe custody, and shall have such
other powers and perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board (if any), the Chief
Executive Officer, the President or these Bylaws.
|
| | (d) The Secretary may affix the seal of the Corporation, if one be
adopted, to contracts of the Corporation.                                                                                                                                                                                                                                                                                                                                                                  

6.14 Assistant Secretaries. Each Assistant Secretary shall have such
powers and duties as may be assigned to him by the Board of Directors, the
Chairman of the Board (if any), the Chief Executive Officer or the President.
In case of the absence or disability of the Secretary, the Assistant Secretary
designated by the President (or, in the absence of such designation, the
Secretary) shall perform the duties and exercise the powers of the Secretary
during the period of such absence or disability. In no event shall any third
party having dealings with the Corporation be bound to inquire as to any facts
required by the terms of this Section 6.14 for the exercise by any Assistant
Secretary of the powers of the Secretary under these Bylaws.

ARTICLE VII

STOCK

7.1 Certificates. Certificates for shares of stock of the Corporation
shall be in such form as shall be approved by the Board of Directors. The
certificates shall be signed (i) by the Chairman of the Board (if any), the
President or a Vice President and (ii) by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer.

7.2 Signatures on Certificates. Any or all of the signatures on the
certificates may be a facsimile and the seal of the Corporation (or a facsimile
thereof), if one has been adopted, may be affixed thereto. 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, such
certificate may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

7.3 Legends. The Board of Directors shall have the power and authority to
provide that certificates representing shares of stock of the Corporation bear
such legends and statements (including, without limitation, statements relating
to the powers, designations, preferences and relative, participating, optional
or other special rights and qualifications, limitations or restrictions of

21



---



##### 



the shares represented by such certificates) as the Board of Directors deems
appropriate in connection with the requirements of federal or state securities
laws or other applicable laws.

7.4 Lost, Stolen or Destroyed Certificates. The Board of Directors, the
Secretary and the Treasurer each may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, in each case
upon the making of an affidavit of that fact by the owner of such certificate,
or his legal representative. When authorizing such issue of a new certificate
or certificates, the Board of Directors, the Secretary or the Treasurer, as the
case may be, may, in its or his discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as the Board of Directors, the Secretary or the Treasurer, as
the case may be, shall require and/or to furnish the Corporation a bond in such
form and substance and with such surety as the Board of Directors, the
Secretary or the Treasurer, as the case may be, may direct as indemnity against
any claim, or expense resulting from any claim, that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen
or destroyed.

7.5 Transfers of Shares. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation, or the transfer agent of the Corporation, of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon the Corporations
books.

7.6 Registered Stockholders. The Corporation shall be entitled to treat
the holder of record of any share of stock of the Corporation as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim or interest in such share on the part of any other person, whether
or not the Corporation shall have express or other notice thereof, except as
expressly provided by the laws of the State of Delaware.

7.7 Regulations. The Board of Directors shall have the power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer and registration or the replacement of
certificates for shares of stock of the Corporation. The Board of Directors
may (i) appoint and remove transfer agents and registrars of transfers and (ii)
require all stock certificates to bear the signature of any such transfer agent
and/or any such registrar of transfers.

7.8 Stock Options, Warrants, etc.Unless otherwise expressly prohibited
in the resolutions of the Board of Directors creating any class or series of
preferred stock of the Corporation, the Board of Directors shall have the power
and authority to create and issue (whether or not in connection with the issue
and sale of any stock or other securities of the Corporation) warrants, rights
or options entitling the holders thereof to purchase from the Corporation any
shares of capital stock of the Corporation of any class or series or any other
securities of the Corporation for such consideration and to such persons, firms
or corporations as the Board of Directors, in its sole discretion, may
determine, setting aside from the authorized but unissued stock of the
Corporation the requisite number of shares for issuance upon the exercise of
such warrants, rights or options. Such warrants, rights and options shall be
evidenced by one or more instruments approved by the

22



---



##### 



Board of Directors. The Board of Directors shall be empowered to set the exercise price, duration, time
for exercise and other terms of such warrants, rights and operations; provided,
however,that the consideration to be received for any shares of capital stock
subject thereto shall not be less than the par value thereof.

ARTICLE VIII

INDEMNIFICATION

8.1 Third Party Actions. The Corporation (i) shall, to the maximum extent
permitted from time to time under the laws of the State of Delaware, indemnify
every person who is or was a party or is or was 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 such person is or was
a director or officer of the Corporation or any of its direct or indirect
subsidiaries or is or was serving at the request of the Corporation or any of
its direct or indirect subsidiaries as a director, officer or fiduciary of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, and (ii) may, to the maximum extent permitted from time to
time under the laws of the State of Delaware, indemnify every person who is or
was a party or is or was 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 such person is or was an employee or
agent of the Corporation or any of its direct or indirect subsidiaries or is or
was serving at the request of the Corporation or any of its direct or indirect
subsidiaries as an employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, againstexpenses
(including counsel fees), judgments, fines and amounts paid or owed in
settlement, actually and reasonably incurred by such person or rendered or
levied against such person in connection with such action, suit or proceeding,
if such person acted in good faith and in a manner such person 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
contendereor its equivalent shall not, in itself, create a presumption that
the person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Corporation or, with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that his conduct was unlawful. Any
person seeking indemnification under this Section 8.1 shall be deemed to have
met the standard of conduct required for such indemnification unless the
contrary is established.

8.2 Actions By or in the Right of the Corporation. The Corporation (i)
shall, to the maximum extent permitted from time to time under the laws of the
State of Delaware, indemnify every person who is or was a party or who is or
was 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 such person is or was a director or
officer of the Corporation or any of its direct or indirect subsidiaries or is
or was serving at the request of the Corporation or any of its direct or
indirect subsidiaries as a director, officer or fiduciary of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, and (ii) may, to the maximum extent permitted from time to time
under the laws of the State of Delaware, indemnify every person who is

23



---



##### 



or was a
party or who is or was 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 such person is or was an
employee or agent of the Corporation or any of its direct or indirect
subsidiaries or is or was serving at the request of the Corporation or any of
its direct or indirect subsidiaries as an employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, againstexpenses (including counsel fees) actually and reasonably
incurred by such person in connection with the defense or settlement or such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; provided, however,that no indemnification shall be made with
respect to 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,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnification.

8.3 Expenses. Expenses incurred by a director or officer of the
Corporation or any of its direct or indirect subsidiaries in defending a civil
or criminal action, suit or proceeding shall 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 Article VIII. Such
expenses incurred by other employees and agents of the Corporation and other
persons eligible for indemnification under this Article VIII may be paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.

8.4 Non-exclusivity. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VIII shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any provision of law, the
Certificate of Incorporation, the certificate of incorporation or bylaws or
other governing documents of any direct or indirect subsidiary of the
Corporation, under any agreement, vote of Stockholders or disinterested
directors or under any policy or policies of insurance maintained by the
Corporation on behalf of any person or otherwise, both as to action in his
official capacity and as to action in another capacity while holding any of the
positions or having any of the relationships referred to in this Article VIII.

8.5 Enforceability. The provisions of this Article VIII (i) are for the
benefit of, and may be enforced directly by, each director or officer of the
Corporation the same as if set forth in their entirety in a written instrument
executed and delivered by the Corporation and such director or officer and (ii)
constitute a continuing offer to all present and future directors and officers
of the Corporation. The Corporation, by its adoption of these Bylaws, (A)
acknowledges and agrees that each present and future director and officer of
the Corporation has relied upon and will continue to rely upon the provisions
of this Article VIII in becoming, and serving as, a director or officer of the
Corporation or, if requested by the Corporation, a director, officer or
fiduciary or the like of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, (B) waives reliance upon, and
all notices of acceptance of, such provisions by such directors and officers
and (C) acknowledges and agrees that no present or future director or officer
of the Corporation shall be prejudiced in his right to enforce directly the
provisions of this Article VIII in accordance with their terms by any act or
failure to act on the part of the Corporation.

24



---



##### 



8.6 Insurance. The Board of Directors may authorize, by a vote of the
majority of the number of directors then in office, the Corporation to 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, employee benefit plan or other
enterprise against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article VIII.

8.7 Survival. The provisions of this Article VIII shall continue as to
any person who has ceased to be a director or officer of the Corporation and
shall inure to the benefit of the estate, executors, administrators, heirs,
legatees and devisees of any person entitled to indemnification under this
Article VIII.

8.8 Amendment. No amendment, modification or repeal of this Article VIII
or any provision hereof shall in any manner terminate, reduce or impair the
right of any past, present or future director or officer of the Corporation to
be indemnified by the Corporation, nor the obligation of the Corporation to
indemnify any such director or officer, under and in accordance with the
provisions of this Article VIII as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising, in whole or
in part, from a state of facts extant on the date of, or relating to matters
occurring prior to, such amendment, modification or repeal, regardless of when
such claims may arise or be asserted.

8.9 Definitions. For purposes of this Article VIII, (i) reference to any
person shall include the estate, executors, administrators, heirs, legatees and
devisees of such person, (ii) employee benefit plan and fiduciary shall be
deemed to include, but not be limited to, the meaning set forth, respectively,
in sections 3(3) and 21(A) of the Employee Retirement Income Security Act of
1974, as amended, (iii) references to the judgments, fines and amounts paid or
owed in settlement or rendered or levied shall be deemed to encompass and
include excise taxes required to be paid pursuant to applicable law in respect
of any transaction involving an employee benefit plan and (iv) references to
the Corporation shall be deemed to include any predecessor corporation or
entity and any constituent corporation or entity absorbed in a merger,
consolidation or other reorganization of or by the Corporation which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees, agents and fiduciaries so that
any person who was a director, officer, employee, agent or fiduciary of such
predecessor or constituent corporation or entity, or served at the request of
such predecessor or constituent corporation or entity as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, shall stand in the
same position under the provisions of this Article VIII with respect to the
Corporation as such person
would have with respect to such predecessor or
constituent corporation or entity if its separate existence had continued.

25



---



##### 



ARTICLE IX

NOTICES AND WAIVERS

9.1 Methods of Giving Notices. Whenever, by applicable law, the
Certificate of Incorporation or these Bylaws, notice is required to be given to
any Stockholder, any director or any member of a committee of the Board of
Directors and no provision is made as to how such notice shall be given,
personal notice shall not be required and such notice may be given (i) in
writing, by mail, postage prepaid, addressed to such Stockholder, director or
committee member at his address as it appears on the books or (in the case of a
Stockholder) the stock transfer records of the Corporation or (ii) by any other
method permitted by law (including, but not limited to, overnight courier
service, telegram, telex or telecopier). Any notice required or permitted to
be given by mail shall be deemed to be delivered and given at the time when the
same is deposited in the United States mail as aforesaid. Any notice required
or permitted to be given by overnight courier service shall be deemed to be
delivered and given one business day after delivery to such service with all
charges prepaid and addressed as aforesaid. Any notice required or permitted
to be given by telegram, telex or telecopy shall be deemed to be delivered and
given at the time transmitted with all charges prepaid and addressed as
aforesaid.

9.2 Waiver of Notice. Whenever any notice is required to be given to any
Stockholder, director or member of a committee of the Board of Directors by
applicable law, the Certificate of Incorporation or these Bylaws, a waiver
thereof in writing signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance of a Stockholder (whether in person or by
proxy), director or committee member at a meeting shall constitute a waiver of
notice of such meeting, except where such person attends for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Dividends. Subject to applicable law and the provisions of the
Certificate of Incorporation, dividends may be declared by the Board of
Directors at any meeting and may be paid in cash, in property or in shares of
the Corporations capital stock. Any such declaration shall be at the
discretion of the Board of Directors. A director shall be fully protected in
relying in good faith upon the books of account of the Corporation or
statements prepared by any of its officers as to the value and amount of the
assets, liabilities or net profits of the Corporation or any other facts
pertinent to the existence and amount of surplus or other funds from which
dividends might properly be declared.

10.2 Reserves. There may be created by the Board of Directors, out of
funds of the Corporation legally available therefor, such reserve or reserves
as the Board of Directors from time to time, in its absolute discretion,
considers proper to provide for contingencies, to equalize dividends or to
repair or maintain any property of the Corporation, or for such other purpose
as the
Board of Directors shall consider beneficial to the Corporation, and the
Board of Directors may thereafter modify or abolish any such reserve in its
absolute discretion.

26



---



##### 



10.3 Checks. All checks, drafts or other orders for payment of money,
notes or other evidences of indebtedness, issued in the name of or payable to
the Corporation shall be signed by such officer or officers or by such
employees or agents of the Corporation as may be designated from time to time
by the Board of Directors.

10.4 Corporate Contracts and Instruments. Subject always to the specific
directions of the Board of Directors, the Chairman of the Board (if any), the
President, any Vice President, the Secretary or the Treasurer may enter into
contracts and execute instruments in the name and on behalf of the Corporation.
The Board of Directors and, subject to the specific directions of the Board of
Directors, the Chairman of the Board (if any) or the President may authorize
one or more officers, employees or agents of the Corporation to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.

10.5 Attestation. With respect to any deed, deed of trust, mortgage or
other instrument executed by the Corporation through its duly authorized
officer or officers, the attestation to such execution by the Secretary or an
Assistant Secretary of the Corporation shall not be necessary to constitute
such deed, deed of trust, mortgage or other instrument a valid and binding
obligation of the Corporation unless the resolutions, if any, of the Board of
Directors authorizing such execution expressly state that such attestation is
necessary.

10.6 Securities of Other Corporations. Subject always to the specific
directions of the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the President or any Vice President of the Corporation shall
have the power and authority to transfer, endorse for transfer, vote, consent
or take any other action with respect to any securities of another issuer which
may be held or owned by the Corporation and to make, execute and deliver any
waiver, proxy or consent with respect to any such securities.

10.7 Fiscal Year. The fiscal year of the Corporation shall be January 1
through December 31, unless otherwise fixed by the Board of Directors.

10.8 Seal. The seal of the Corporation shall be such as from time to time
may be approved by the Board of Directors.

10.9 Invalid Provisions. If any part of these Bylaws shall be invalid or
inoperative for any reason, the remaining parts, so far as is possible and
reasonable, shall remain valid and operative.

10.10 Headings. The headings used in these Bylaws have been inserted for
administrative convenience only and shall not limit or otherwise affect any of
the provisions of these Bylaws.

10.11 References/Gender/Number. Whenever in these Bylaws the singular
number is used, the same shall include the plural where appropriate. Words of
any gender used in these Bylaws
shall include the other gender where
appropriate. In these Bylaws, unless a contrary intention appears, all
references to Articles and Sections shall be deemed to be references to the
Articles and Sections of these Bylaws.

27



---



##### 



10.12 Amendments. These Bylaws may be altered, amended or repealed or new
bylaws may be adopted by the affirmative vote of a majority of the number of
directors then in office; provided, however,that no such action shall be taken
at any special meeting of the Board of Directors unless notice of such action
is contained in the notice of such special meeting. These Bylaws may not be
altered, amended or rescinded, nor may new bylaws be adopted, by the
Stockholders except by the affirmative vote of the holders of not less than
66-2/3% of the voting power of all outstanding Voting Stock, voting together as
a single class. Each alteration, amendment or repeal of these Bylaws shall be
subject in all respects to Section 8.8.

28