EX. 3-2

                               AMENDED & RESTATED

                                     BY-LAWS


                                       OF


                              VISUAL FRONTIER, INC.
                  (formerly known as Air Test Technology, Inc.)



                                    ARTICLE I
                                     OFFICES

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

      SECTION 2. Other Offices. The corporation may also have offices at such
other places both within and without the State of Delaware as the board of
directors may from time to time determine or as the business of the corporation
may require.


                                   ARTICLE II
                                  STOCKHOLDERS

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

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

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

<PAGE>

      SECTION 4. Quorum. The holders of a majority of the shares of capital
stock issued and outstanding and entitled to vote, represented in person or by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders present in
person or represented by proxy shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.

      SECTION 5. Voting Process. If a quorum is present or represented, the
affirmative vote of a majority of the shares of stock present or represented at
the meeting, by ballot, proxy or electronic ballot, shall be the act of the
stockholders unless the vote of a greater number of shares of stock is required
by law, by the Certificate of Incorporation or by these by-laws. Each
outstanding share of stock having voting power, shall be entitled to one vote on
each matter submitted to a vote at a meeting of stockholders. A shareholder may
vote either in person, by proxy executed in writing by the stockholder or by his
duly authorized attorney-in-fact, or by an electronic ballot from which it can
be determined that the ballot was authorized by a stockholder or proxyholder.
The term, validity and enforceability of any proxy shall be determined in
accordance with the General Corporation Law of the State of Delaware.

      SECTION 6. Written Consent of Stockholders Without a Meeting. Whenever the
stockholders are required or permitted to take any action by vote, such action
may be taken without a meeting, without prior notice and without a vote, if a
written consent or electronic transmission, setting forth the action so taken,
shall be signed or e-mailed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting called for such purpose.

                                   ARTICLE III
                                    DIRECTORS

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

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

<PAGE>

      SECTION 3. Vacancies. Vacancies and newly created directorships resulting
from any increase in the number of directors may be filled by a majority of the
directors then in office, though less than a quorum, and the directors so chosen
shall hold office until the next annual election and until their successors are
duly elected and shall qualify. A vacancy created by the removal of a director
by the stockholders may be filled by the stockholders.

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

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

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

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

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

      SECTION 9. Quorum. One-third of the directors then in office shall
constitute a quorum for the transaction of business unless a greater number is
required by law, by the Certificate of Incorporation or by these by-laws. If a
quorum shall not be present at any meeting of directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

      SECTION 10. Action Without A Meeting. Any action required or permitted to
be taken at a meeting of the directors may be taken without a meeting if a
consent in writing or by electronic transmission, setting forth the action so
taken, shall be signed by all of the directors entitled to vote with respect to
the subject matter thereof. In addition, meetings of the board may be held by
means of conference telephone or voice communication as permitted by the General
Corporation Law of the State of Delaware.

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

<PAGE>

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


                                   ARTICLE IV
                                   COMMITTEES

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

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

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

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

                                    ARTICLE V
                                    OFFICERS

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

<PAGE>

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

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

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

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

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

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

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

<PAGE>

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

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

                                   ARTICLE VI
                                  CAPITAL STOCK

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

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

      SECTION 3. Transfer of Shares. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the person entitled
thereto, and the old certificate cancelled and the transaction recorded upon the
books of the corporation.

<PAGE>


                                   ARTICLE VII
                                 INDEMNIFICATION

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

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

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

      (d) Any indemnification under subsections (a) and (b) of this Section
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
Section. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

<PAGE>

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

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

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

      (h) For the purposes of this Section, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

      (i) For purposes of this Section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Section.

<PAGE>

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

                                  ARTICLE VIII
                               GENERAL PROVISIONS

      SECTION 1. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

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

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

                                   ARTICLE IX
                                   AMENDMENTS

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