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                                                                     Exhibit 3.2

                              AMENDED AND RESTATED
                                    BY - LAWS
                                       OF
                          SIGMATRON INTERNATIONAL. INC.
                                 AS OF 9/24/1999

                                    ARTICLE I
                                     OFFICES

         SECTION 1.l. REGISTERED OFFICE. The registered office shall be
established and maintained at the office of The Corporation Trust Company, in
the city of Wilmington, in the County of New Castle, in the State of Delaware
and said corporation shall be the registered agent of this corporation in charge
thereof.

         SECTION 1.2. OTHER OFFICES. The corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
board of directors may from time to time appoint or the business of the
corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         SECTION 2.1. ANNUAL MEETINGS. Annual meetings of stockholders,
commencing with the year 1994, shall be held on the third Friday of September of
each year, if not a legal holiday, and if a legal holiday then on the next
secular day following at l0:00 a.m., at the principal executive office of the
corporation or on such other day, time and place as shall be designated from
time to time by the board of directors and stated in the notice of the meeting,
at which stockholders shall elect a board of directors in accordance with the
Certificate of Incorporation of the corporation (the "Certificate of
Incorporation") and Section 2.3 of Article II of these by-laws and transact such
other business as may properly be brought before the meeting in accordance with
Section 2.4 of Article II of these by-laws.

         SECTION 2.2. NOTICE OF ANNUAL MEETING. Except as otherwise required by
the General Corporation Act of the State of Delaware (the "DGCL"), written
notice of the annual meeting stating the place, date and hour of the meeting
shall be given to each stockholder entitled to vote at such meeting not less
than ten nor more than sixty days before the date of the meeting.



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         Section 2.3. NOMINATING DIRECTORS. Only persons who are nominated in
accordance with the following procedures shall be eligible to serve as
directors. Nominations of persons for election to the board of directors at a
meeting of stockholders may be made (i) by or at the direction of the board of
directors or (ii) by any stockholder of the corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this Article II, Section 2.3. Such nominations, other than those made
by or at the direction of the board of directors, shall be made pursuant to
timely notice in writing to the secretary of the corporation. To be timely, a
stockholder's notice must be delivered to, or mailed and received by, the
secretary of the corporation at the principal executive office of the
corporation not less than sixty (60) or more than ninety (90) days prior to the
meeting; provided, however, that if the corporation has not "publicly disclosed"
(in the manner provided in the last sentence of this Article II, Section 2.3.)
the date of the meeting at least seventy (70) days prior to the meeting date,
notice may be timely made by a stockholder under this Section if received by the
secretary of the corporation not later than the close of business on the tenth
day following the day on which the corporation publicly disclosed the meeting
date. Such stockholder's notice shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, (A)
the name, age, business address and residence address of such person, (B) the
principal occupation or employment of such person, (C) the class and number of
shares of the corporation which are beneficially owned by such person and(D) and
such other information relating to such person that is required to be disclosed
in solicitations of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including such person's written consent to being named in the
proxy statement as a nominee and to serving as director if elected); and (ii) as
to the stockholder giving notice (A) the name and address, as they appear on the
corporation's books, of such stockholder, (B) the class and number of shares of
the corporation which are beneficially owned by such stockholder and (C) a
representation that such stockholder intends to appear in person or by proxy at
the annual meeting to nominate the persons named in its notice. 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. No person shall be eligible to serve as a
director of the corporation unless



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nominated in accordance with the procedures set forth herein. The presiding
officer shall, if the facts so warrant, determine and declare to the meeting
that a nomination was not made in accordance with the procedures prescribed by
the by-laws, and the defective nomination shall be disregarded. For purposes of
these by-laws, "publicly disclosed" or "public disclosure" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press, or
a comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission.

     SECTION 2.4. NOTICE OF BUSINESS. At an annual meeting of the stockholders,
only such business shall be conducted as shall have been brought before the
meeting (i) by or at the direction of the board of directors or (ii) by any
stockholder of the corporation who complies with the notice procedures set forth
in this Article II, Section 2.4. For business to be properly brought before an
annual meeting by a stockholder, the stockholders must deliver written notice
to, or mail such written notice so that it is received by, the secretary of the
corporation, at the principal executive offices of the corporation, not less
than one hundred and twenty (120) or more than one hundred and fifty (150) days
prior to the first anniversary of the date of the Corporation's consent
solicitation or proxy statement released to stockholders in connection with the
previous year's election of directors or meeting of stockholders, except that if
no annual meeting of stockholders or election by consent was held in the
previous year or if the date of the annual meeting has been changed from the
previous year's meeting, a proposal shall be received by the corporation within
ten (10) days after the corporation has "publicly disclosed" the date of the
meeting in the manner provided in Article II, Section 2.3. above. The
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (A) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (B) the name and address, as
they appear on the corporation's books, of the stockholder proposing such
business, (C) the class and number of shares of the corporation which are
beneficially owned by the stockholder, (D) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by such
stockholder and any other material interest of such stockholder in such business
and (E) a representation that such stockholder intends to appear in person or by
proxy at the annual meeting to



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bring such business before the meeting. At an annual meeting, the presiding
officer shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Article II, Section 2.4.,and such business not properly
brought before the meeting shall not be transacted. Whether or not the foregoing
procedures are followed, no matter which is not a proper matter for stockholder
consideration shall be brought before the meeting.

         Section 2.5. SPECIAL MEETINGS. Special meetings of the stockholders for
any purpose or purposes, unless otherwise prescribed by the Delaware General
Corporate Law or by the Certificate of Incorporation, may be called the chairman
of the board or the president and shall be called by the chairman of the board,
president or secretary at the request in writing of a majority of the board of
directors. Such request shall state the purpose or purposes of the proposed
meeting.

         SECTION 2.6. NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting stating the place, date and hour of the meeting, and the purpose or
purposes for which the meeting is called, shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting to each stockholder
entitled to vote at such meeting. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

         SECTION 2.7. RECORD DATE. In order that the corporation may determine
the stockholders entitled to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled 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 shall
not precede the date upon which the resolution fixing the record date is
adopted, and which shall be (i) not more than sixty (60) nor less than ten (10)
days before the date of a meeting, and (ii) not more than sixty (60) days prior
to the other action. 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 any adjourned meeting.



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         SECTION 2.8. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has
charge of the stock ledger of the corporation shall prepare and make, at least
ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. 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.

         SECTION 2.9. STOCK LEDGER. The stock ledger of the Corporation shall be
the only conclusive evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 2.8. of this Article II or the
books of the Corporation, or to vote in person or by proxy at a meeting of
stockholders.

         SECTION 2.10. QUORUM. At any meeting of the stockholders of the
Corporation, the holders of such number of the shares of issued and outstanding
stock as are entitled to cast a majority of the votes thereat, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by the
DGCL or by the Certificate of Incorporation. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders,
entitled to vote thereat, present in person or represented by proxy, by majority
vote 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. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

         SECTION 2.11. VOTING. Unless otherwise provided by the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to vote in person or by proxy for each share of the capital stock
having voting power



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held by such stockholder. When a quorum is present at any meeting, a majority of
the votes cast by holders of stock having voting power present in person or
represented by proxy shall decide any question (other than election of
directors) brought before such meeting, unless the question is one upon which by
express provision of the DGCL or of the Certificate of Incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question. Directors shall be elected by a plurality
of the votes of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors.

         SECTION 2.12. PROXY. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission created pursuant to this paragraph may be substituted or
used in lieu of the original writing or transmission for any and all purposes
for which the original writing or transmission could be used; provided that,
such copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by filing an instrument in
writing revoking the proxy or another duly executed proxy bearing a later date
with the secretary of the Corporation. All voting, excepting where otherwise
required by law, the Certificate of Incorporation or the board of directors may
be by a voice vote.

         SECTION 2.13. CHAIRMAN OF MEETING. The chairman of the board of
directors shall preside at all meetings of the stockholders. In the absence or
inability to act of the chairman, the vice chairman, the chief executive
officer, the president or a vice president (in that order) shall preside, and in
their absence or inability to act another person designated by one of them shall
preside. The secretary of the corporation shall act as secretary of each meeting
of the stockholders. In the event of his absence or inability to act, the
chairman of the meeting shall appoint a person who need not be a stockholder to
act as secretary of the meeting.



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         SECTION 2.14. CONDUCT OF MEETINGS. Meetings of the stockholders shall
be conducted in a fair manner but need not be governed by any prescribed rules
of order. The presiding officer's rulings on procedural matters shall be final.
The presiding officer is authorized to impose reasonable time limits on the
remarks of individual stockholders and may take such steps as such officer may
deem necessary or appropriate to assure that the business of the meeting is
conducted in a fair and orderly manner.

         SECTION 2.15. ACTION WITHOUT A MEETING. Unless otherwise provided in
the Certificate of Incorporation, any action required to be taken at any annual
or special meeting of stockholders of the corporation, or any action which may
be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

         SECTION 2.16. INSPECTORS. The board of directors, in advance of any
stockholders' meeting, may appoint one or more inspectors to act at the meeting
or any adjournment thereof. If inspectors are not so appointed, the person
presiding at the stockholders' meeting may, and on the request of any
stockholder entitled to vote thereat shall, appoint one or more inspectors. In
case any person appointed fails to appear or act, the vacancy may be filled by
appointment made by the board of directors in advance of the meeting or at the
meeting by the persons presiding thereat. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability. The inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person


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presiding at the meeting or any stockholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by them. Any
report or certificate made by them shall be prima facie evidence of the facts
stated and of the vote as certified by them.

                                   ARTICLE III
                                    DIRECTORS

         SECTION 3.1. DUTIES OF DIRECTORS. The business of the corporation shall
be managed by or under the direction of 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.

         SECTION 3.2. NUMBER OF DIRECTORS. The number of directors which shall
constitute the whole board of directors shall be not less than three nor more
than eleven. The first board shall consist of seven directors. Thereafter,
within the limits above specified, the number of directors shall be determined
by resolution of the board of directors or by the stockholders at the annual
meeting. In accordance with the Certificate of Incorporation, the directors
shall be divided into three classes designated as Class I, Class II and Class
III respectively. Each class shall consist, as nearly as may be possible, of
one-third of the total number of directors constituting the entire board of
directors. The term of office of the Class I directors shall expire at the
annual meeting of the stockholders next ensuing. The term of office of the Class
II directors shall expire one year thereafter. The term of office of the Class
III directors shall expire two years thereafter. At each succeeding annual
meeting, the directors elected shall be chosen for a full term of three years to
succeed those whose terms expire. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 3.3 of this Article,
and each director shall be elected to serve until his successor is elected and
qualified or until his earlier resignation or removal. Directors need not be
stockholders.

         SECTION 3.3. RESIGNATION, REMOVAL AND VACANCIES. Each director shall
hold office until his successor is elected and qualified, subject, however, to
his or her prior death, resignation, retirement or removal from office. Any
director may resign at any time upon written notice to the corporation directed
to the board of directors or the secretary of the


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corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall
be necessary to make it effective. Any director or the entire board of directors
may be removed, with cause, by the vote of the holders of at least a majority of
shares of stock then entitled to vote at an election of directors. Whenever the
holders of shares of any class or series of stock are entitled to elect one or
more directors by the provisions of the Certificate of Incorporation, the
provisions of the preceding sentence shall apply, in respect to the removal with
cause of a director or directors so elected, to the vote of the holders of the
outstanding shares of that class or series of stock and not to the vote of the
holders of the outstanding shares of stock as a whole. Unless otherwise provided
by the Certificate of Incorporation, vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by the vote of a majority of the directors then in office provided that a quorum
is present, and any other vacancy occurring in the board of directors may be
filled by a majority of the directors then in office, even if less than a
quorum, unless otherwise provided in the Certificate of Incorporation; provided,
however, that as nearly as may be possible, an equal number of directors of each
class of directors shall be maintained. Any director elected to fill a vacancy
not resulting from an increase in the number of directors shall have the same
remaining term as that of his or her predecessor.

         SECTION 3.4. SPECIAL VOTING RIGHTS OF STOCKHOLDERS. Notwithstanding the
foregoing, whenever the holders of any one or more classes or series of
preferred stock issued by the Corporation in accordance with the corporation's
Certificate of Incorporation shall have the right, voting separately by class or
series, to elect directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies and other features of such
directorship shall be governed by the resolutions of the board of directors
applicable to such series of preferred stock.

                       MEETINGS OF THE BOARD OF DIRECTORS

         SECTION 3.5. GENERAL. The board of directors of the corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

         SECTION 3.6. FIRST MEETINGS. The first meeting of each newly elected
board of directors shall be held immediately after each annual meeting of the
stockholders, at such time and place as shall be fixed by the vote of the
stockholders at the annual



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meeting and no 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. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

         SECTION 3.7. REGULAR MEETINGS. Regular meetings of the directors may be
held without notice at such time and at such place as shall from time to time be
determined by the board of directors.

         SECTION 3.8. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by the chairman of the board or the president. Special
meetings shall be called by the chairman of the board or the president in manner
as set forth in Section 3.9 of Articles III hereof on the written request of
one-third of the directors comprising the board stating the purpose or purposes
for which the meeting is requested. Notice of any meeting of the board of
directors for which a notice is required may be waived in writing signed by the
person or persons entitled to such notice, whether before or after the time of
such meeting, and such waiver shall be equivalent to the giving of such notice.
Attendance of a director at any such meeting shall constitute a waiver of notice
thereof, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because such meeting is not
lawfully convened.

         SECTION 3.9. NOTICE OF MEETINGS. Except as otherwise provided herein,
notice of each meeting of the board of directors shall be given which shall
state the date, time and place of the meeting. The written notice of any meeting
shall be given at least twenty-four hours in advance of the meeting to each
director. Notice may be given either personally or by mail, telephone, telegram,
telefax or telegram and shall be deemed to have been given when deposited in the
United States mail, delivered to the telegraph company or transmitted by telex
or facsimile, as the case may be. Neither the business to be transacted at nor
the purpose of any meeting of the Board of Directors for which a notice is
required need be specified in the notice, or waiver of notice, of such regular
or special meeting.

         SECTION 3.10. QUORUM. At all meetings of the board of directors a
majority of the then duly elected directors shall


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constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation. 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.

         SECTION 3.11. ACTION WITHOUT A MEETING. Unless otherwise restricted by
the Certificate of Incorporation or these by-laws 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
or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the board or
committee.

         Section 3.12. TELEPHONIC MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors, may
participate in a meeting of the board of directors, or any 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 the meeting.

                             COMMITTEES OF DIRECTORS

         SECTION 3.13. GENERAL. The board of directors may, by resolution or
resolutions passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board 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.

         In the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
board of directors, or in these by-laws, shall have and


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may exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to 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; and, unless the resolution, these
by-laws, or the Certificate of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

         SECTION 3.14. MEETINGS. Each committee shall keep regular minutes of
its meetings, report the same to the board of directors, and shall file such
minutes and all written consents executed by its members with the secretary of
the corporation. Each committee may determine the procedural rules for meeting
and conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; a majority of the members shall
constitute a quorum unless the committee shall consist of one or two members, in
which event one member shall constitute a quorum; and all matters shall be
determined by a majority vote of the members present. Action may be taken by any
committee without a meeting if all members thereof consent thereto in writing,
and the writing or writings are filed with the minutes of the proceedings of
such committee. Members of any committee of the board of the directors may
participate in any meeting of such committee by means of conference telephone or
similar communications equipment by means of which all persons participating may
hear each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.

                            COMPENSATION OF DIRECTORS

         SECTION 3.15. GENERAL. Unless otherwise restricted by the Certificate
of Incorporation or these by-laws, the board of directors shall have the
authority to fix the compensation of directors. The directors may be paid their
expenses, if any, for attendance at each meeting of the board of directors. No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like


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compensation for attending committee meetings.

                                   ARTICLE IV
                                     NOTICES

         SECTION 4.1. GENERAL. Whenever, under the provisions of the DGCL or of
the Certificate of Incorporation or of these bylaws, notice is required to be
given to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by courier or mail, addressed
to such director or stockholder, at his address as it appears on the records of
the corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited with such courier or in
the United States mail. Notice to directors may also be given by telegram or
facsimile.

         SECTION 4.2. WAIVER. Whenever any notice is required to be given under
the provisions of the statute or of the Certificate of Incorporation or of these
by-laws, 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 deemed
equivalent thereto.

                                    ARTICLE V
                                    OFFICERS

         SECTION 5.1. ELECTION OF OFFICERS. The officers of the corporation
shall be chosen by the board of directors and shall be a chairman of the board,
a president, a vice president, a secretary and a treasurer. The board of
directors may also choose additional vice presidents, and one or more assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless the Certificate of Incorporation or these by-laws otherwise
provide. The salaries of all officers of the corporation shall be fixed by the
board of directors.

         SECTION 5.2. RESIGNATION REMOVAL AND VACANCIES. Except as otherwise
provided by the board of directors when electing any officer, each officer of
the corporation shall hold office until the first meeting of the board of
directors after the annual meeting of stockholders next succeeding his election,
or until his successor is elected and qualified. Any officer may resign at any
time upon written notice to the corporation directed to the board of directors
and the secretary. Such resignation shall be necessary to make it effective. The
board of directors may remove any officer or agent with or without cause at any
time by the affirmative vote of a majority of the board of directors. Any


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such removal shall be without prejudice to the contractual rights of such
officer or agent, if any, with the corporation, but the election of an officer
or agent shall not of itself create any contractual rights. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise may be filled for the unexpired portion of the term by the board of
directors.

         SECTION 5.3. CHAIRMAN OF THE BOARD. The chairman of the board of
directors shall preside at all meetings of stockholders and the board of
directors and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

         SECTION 5.4. PRESIDENT. The president shall be the chief executive
officer of the corporation and in the absence of the chairman of the board or in
the event of his inability or refusal to act, shall preside at all meetings of
the stockholders and the board of directors. He shall have general and active
management of the business of the corporation and shall see to it that all
orders and resolutions of the board of directors are performed and carried into
effect. He shall direct the activities of the other officers in the execution of
those duties not specifically associated with their office.

         SECTION 5.5. VICE PRESIDENT. In the absence of the president or in the
event of his inability or refusal to act, the vice president (or in the event
there be more than one vice president, the vice presidents in the order
designated by the directors, or in the absence of any designation, then in the
order of their election) shall perform the duties of the president, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the president. The vice presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

         SECTION 5.6. 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 and shall perform like duties for the
standing committees when required. 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, if any, and he, or an
assistant secretary, shall have authority to affix the same


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<PAGE>   15

to any 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 5.7. ASSISTANT SECRETARY. The assistant secretary, or if there
be more than one, the assistant secretaries in the order determined by the board
of directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

         SECTION 5.8. 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 valuables in the name and to the credit of the
corporation in such depositaries as may be designated by the board of directors.
The treasurer shall have exclusive authority to open bank accounts or otherwise
transact the financial business of the corporation; provided, however, that the
president shall have complete access to the financial records of the corporation
and shall be provided unaudited quarterly financial statements of the
corporation. The treasurer 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 president and the board of directors at its regular
meetings, or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation. If
required by the board of directors, the treasurer shall give the corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the board of directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.

         SECTION 5.9. ASSISTANT TREASURER. The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the treasurer or in the event of his
inability



                                       15
<PAGE>   16


or refusal to act, 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.

         SECTION 5.10. OTHER OFFICERS. Such other officers as the board of
directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the board of directors. The board of
directors may delegate to any other officer of the corporation the power to
choose such other officers and to prescribe their respective duties and powers.

         SECTION 5.11. DUTIES OF OFFICERS. Powers of attorney, proxies, waivers
of notice of meeting, consents and other instruments relating to securities
owned by the corporation may be executed in the name of and on behalf of the
corporation by the president or any vice president and any such officer may in
the name of and on behalf of the corporation, take all such action as any such
officer may deem advisable to vote in person or by proxy at a meeting of
security holders of any corporation in which the corporation may own securities
and at any such meeting shall possess and may exercise any and all rights and
powers incident to the ownership of such securities and which, as the owner
thereof, the corporation might have exercised and possessed if present. The
board of directors may by resolution, from time to time, confer like powers upon
any other person or persons.

                                   ARTICLE VI
                              CERTIFICATES OF STOCK

         SECTION 6.1. GENERAL. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
the chairman of the board or the president or a vice president, and the
treasurer or an assistant treasurer, or the secretary or an assistant secretary,
of the corporation, certifying the number of shares owned by him in the
corporation.

         Certificates may be issued for partly paid shares and in such case upon
the face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid there for, and the
amount paid thereon shall be specified.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating,


                                       16
<PAGE>   17


optional or other special rights of each class of stock or series thereof and
the qualification, limitations or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock;
provided that, except as otherwise provided in section 202 of the General
Corporation Law of Delaware, in lieu of the foregoing requirements there may be
set forth on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, a statement that the
corporation will furnish without charge to each stockholder who so request the
powers, designations, preferences and relative, participating, optional or other
special rights of each class or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

         SECTION 6.2. SIGNATURE. Any of or all the signatures on the certificate
may be facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

         SECTION 6.3. LOST CERTIFICATES. The board of directors may direct a new
certificate or certificates to be issued in the place of any certificate or
certificates theretofore issued by the corporation, alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representatives, to advertise the same in such manner
as it shall require and/or to give the corporation a bond, in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

         SECTION 6.4. TRANSFER OF STOCK. 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, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books; provided, however, that


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<PAGE>   18


such duty shall be subject to Federal and state securities and other applicable
laws, the Certificate of Incorporation, and any legends and stop transfer
instructions with respect to such old certificate.

         SECTION 6.5. REGISTERED STOCKHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

                                   ARTICLE VII
                              CONFLICTS OF INTEREST

         SECTION 7.1. GENERAL. No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee thereof which authorizes
the contract or transaction, or solely because his votes are counted for such
purpose, if:

                  (l) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good faith authorizes
the contract or transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

                  (2) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

                  (3) The contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the board of
directors, a committee thereof, or the stockholders.


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<PAGE>   19

         SECTION 7.2. QUORUM OF DIRECTORS. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes the contract or transaction.

                                  ARTICLE VIII
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          SECTION 8.1. POWER TO INDEMNIFY IN ACTIONS. SUITS OR PROCEEDINGS OTHER
THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION. Any person who was or is a
party or is threatened to 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, incorporator, 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 enterprises, shall be indemnified by
the corporation 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.

         SECTION 8.2. POWER TO INDEMNIFY IN ACTIONS SUITS OR PROCEEDINGS BY OR
IN THE RIGHT OF THE CORPORATION. The corporation shall indemnify 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, incorporator, 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



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<PAGE>   20


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 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 Delaware, or such
other court shall deem proper.

         SECTION 8.3. INDEMNIFICATION AGAINST EXPENSES. To the extent that a
director, officer, incorporator, 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 Sections 8.1 and 8.2 hereof, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         SECTION 8.4. AUTHORIZATION OF INDEMNIFICATION. Any indemnification
pursuant to Sections 8.1 and 8.2 of Article VIII (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, incorporator,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 8.1 and 8.2 of Article
VIII. Such determination shall be made 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 if such a quorum is not obtainable (or, even if
obtainable a quorum of disinterested directors so directs) by independent legal
counsel in written opinion, or by the stockholders.

         SECTION 8.5. EXPENSES PAYABLE IN ADVANCE. Expenses (including
attorney's fees) incurred by a director, officer, incorporator, employee or
agent in defending a civil, criminal, administrative or investigative 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 the director, officer, employee or agent 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.



                                       20
<PAGE>   21


         SECTION 8.6. NON-EXCLUSIVITY OR INDEMNIFICATION AND ADVANCEMENT OF
EXPENSES. The indemnification and advancement of expenses provided by 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
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, and shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director, officer,
incorporator, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         SECTION 8.7. INSURANCE. The corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, incorporator, 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 Article VIII.

         SECTION 8.8. DEFINITIONS. For the purpose of this Article VIII, all
words and phrases used herein shall have the meanings ascribed to them under
Section 145 of the General Corporation Law of the State of Delaware.

                                   ARTICLE IX
                               GENERAL PROVISIONS

         SECTION 9.1. DIVIDENDS. Dividends upon the stock of the corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to the DGCL. Dividends may be paid in cash, in property, or in shares of the
stock, subject to the provisions of the Certificate of Incorporation.

         SECTION 9.2. PAYMENT OF DIVIDENDS. Before payment of any dividend,
there may be set aside out of any funds of the corporation available for
dividends such sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the



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<PAGE>   22

directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

         SECTION 9.3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers, person or persons as
the board of directors may from time to time designate.

         SECTION 9.4. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.

         SECTION 9.5. SEAL. The corporate seal shall have inscribed thereon the
name of the corporation and the words "CORPORATE SEAL DELAWARE". The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                                    ARTICLE X
                                   AMENDMENTS

         SECTION 10. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the Certificate of
Incorporation, at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or board of directors if
notice of the such alteration, amendment, repeal or adoption of new by-laws is
contained in the notice of such special meeting. If the power to adopt, amend or
repeal by-laws is conferred upon the board of directors by the Certificate of
Incorporation, it shall not divest or limit the power of the stockholders to
adopt, amend or repeal by-laws.



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