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EXHIBIT 3.4 -- AMENDED BYLAWS


                                 AMENDED BYLAWS


                                    BYLAWS OF
                             NATIONAL TECHTEAM, INC.
                            (A DELAWARE CORPORATION)
                             AS AMENDED AND RESTATED
                                 JANUARY 7, 2003


                                    ARTICLE I
                                  SHAREHOLDERS

SECTION 1.  ANNUAL MEETING

         (a) The annual meeting of the shareholders for the election of
directors and for the transaction of such other business as may properly come
before the meeting shall be held on the regularly scheduled meeting day which
shall be the first Monday in May of each year (or if that day be a legal holiday
at the place where such meeting is to be held, then on the next succeeding
business day) at such time on said day at the registered office of the
Corporation or at such other place, either within or without the State of
Delaware, as the Board of Directors of the Corporation (hereinafter called the
Board) may designate in the notice therefor.

         (b) At an annual meeting of the shareholders, 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: (1) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board, (2) otherwise properly brought before the meeting by or at the
direction of the Board, or (3) otherwise properly brought before the meeting by
a shareholder. For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than ninety (90) nor more than one hundred twenty (120)
calendar days in advance of the date specified in the Corporation's proxy
statement released to shareholders in connection with the previous year's annual
meeting of shareholders; provided, however, that in the event that no annual
meeting was held in the previous year or the date of the annual meeting has been
changed by more than thirty (30) days from the date contemplated at the time of
the previous year's proxy statement, notice by the shareholder to be timely must
be so received not later than the close of business on the later of ninety (90)
calendar days in advance of such annual meeting or ten (10) calendar days
following the date on which public announcement of the date of the meeting is
first made. A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting: (i) 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, (ii) the name
and address, as they appear on the corporation's books, of the shareholder
proposing such business, (iii) the class and number of shares of the Corporation
which are beneficially owned by the shareholder, (iv) any material interest of
the shareholder in such business, and (v) any other information that is required
to be provided by the shareholder pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as
a proponent to a shareholder proposal. Notwithstanding the foregoing, in order
to include information with respect to a shareholder proposal in the proxy
statement and form of proxy for a shareholder's meeting, shareholders must
provide notice as required by the regulations promulgated under the 1934 Act.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (b). The Chairperson of the annual meeting shall, if the
facts, warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this paragraph (b), and, if he should so determine, he shall so declare at the
meeting that any such business not properly brought before the meeting shall not
be transacted.

         (c) Only persons who are nominated in accordance with the procedures
set forth in this paragraph shall be eligible for election as directors.
Nominations of persons for election to the Board may be made at a meeting of
shareholders by or at the direction of the Board or by any shareholder of the
Corporation entitled to vote in the election of directors at the meeting who
complies with the notice procedures set forth in this paragraph. Such


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nominations, other than those made by or at the direction of the Board, shall be
made pursuant to timely notice in writing to the Secretary of the Corporation in
accordance with the provisions of paragraph (b) of this Section 1. Such
shareholder's notice shall set forth (i) as to each person, if any, whom the
shareholder proposes to nominate for election or re-election 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, (D) a
description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nominations are to be made by the shareholder, and (E) any
other information relating to such person that is required to be disclosed in
solicitations of proxies for elections of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the 1934 Act (including without
limitation such person's written consent to being named in the proxy statement,
if any, as a nominee and to serving as a director if elected); and (ii) as to
such shareholder giving notice, the information required to be provided in
paragraph (b) of this Section 1. At the request of the Board, any person
nominated by a shareholder for election as a director shall furnish to the
Secretary of the Corporation that information required to be set forth in the
shareholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth in this paragraph. The Chairperson
of the meeting shall, if the facts warrants, determine and declare at the
meeting that a nomination was not made in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare
at the meeting, and the defective nomination shall be disregarded.

SECTION 2.  SPECIAL MEETINGS

         Special meetings of the shareholders for any purpose or purposes,
unless otherwise prescribed by statute or by the Certificate of Incorporation of
the Corporation, may be called by the Chairperson of the Board or by the
President, and shall be called by the President or Secretary upon the order of
the Board, or at the request in writing (stating the purpose or purposes of the
proposed meeting) of shareholders owning at least thirty (30%) percent of all of
the issued and outstanding capital stock of the Corporation and entitled to vote
at such meeting. The time and place of the special meeting, either within or
without the State of Delaware, shall be fixed by the Board unless it shall
refuse to so act, in which case the time and place shall be fixed by the
Chairperson of the Board or President, or in their absence by a Vice-President.

SECTION 3.  NOTICE OF MEETINGS

         Except as otherwise required by law or the Certificate of Incorporation
of the Corporation, written notice of each annual or special meeting of the
shareholders shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting to each shareholder of record entitled to vote at
such meeting which notice shall be transmitted to him/her in accordance with
Article VI, Section 6. No publication of any notice of a meeting of the
shareholders shall be required. Every such notice shall state the place, date
and hour of the meeting, and the purpose or purposes for which it was called.
Notice of any meeting need not be given to any shareholder who attends such
meeting in person or by proxy. Such attendance shall constitute the
shareholder's waiver of notice, except where a shareholder attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof is announced at
the meeting at which the adjournment is taken, and at the adjourned meeting only
such business shall be transacted as might have been transacted at the original
meeting.

SECTION 4.  QUORUM

         Except as may be provided by the then existing law of the State of
Delaware and subject to any minimum vote requirements under Delaware law, at
each meeting of the shareholders, if shareholders holding not less than a
majority of the shares of capital stock of the Corporation issued, outstanding
and entitled to be voted thereat in any class or other aggregation of classes
voting in the aggregate and not by class are present in person or by proxy, they
shall constitute a quorum for the transaction of business.

SECTION 5.  ADJOURNMENTS

         Any shareholders' meeting, annual or special, may be adjourned from
time to time, regardless of whether a quorum was present, by a vote of a
majority of the shares present thereat in person or by proxy.


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SECTION 6.  VOTING AND ACTION BY WRITTEN CONSENT

         A shareholder shall at each meeting of the shareholders be entitled to
the vote attributed to his/her shares under the Certificate of Incorporation of
the Corporation for shares of capital stock of the Corporation which have voting
power on the matter in question and which were held by him/her and registered in
his/her name on the books of the Corporation on the date fixed pursuant to the
provisions of Section 4 of Article IV of these Bylaws as the record date for the
determination of shareholders who shall be entitled to receive notice of, and to
vote at, such meeting. The Corporation shall not vote shares of its own stock
belonging to the Corporation directly or indirectly. Any vote of the capital
stock of the Corporation may be given at any meeting of the shareholders by the
shareholder entitled thereto in person or by his proxy appointed by an
instrument in writing signed by such shareholder or his/her authorized agent or
representative which shall be delivered to the Secretary or an Assistant
Secretary or to the secretary of the meeting. Attendance at any meeting by a
shareholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he/she shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. Except as otherwise provided under the
then existing law of the State of Delaware, in these Bylaws or in the
Certificate of Incorporation of this Corporation, at all meetings of
shareholders all elections and questions shall be decided by the vote of a
majority in voting interest of the shareholders present in person or by proxy
and entitled to vote thereon. The vote at any meeting of the shareholders on any
question need not be by ballot, unless so directed by the chairperson of the
meeting or by any shareholder. On a vote by ballot, each ballot shall be signed
by the shareholder voting, or by his/her proxy, if there be such proxy.

         Unless otherwise provided in the certificate of incorporation, any
action required to be taken at any annual or special meeting of shareholders, or
any action which may be taken at any annual or special meeting, 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 shareholders who
have not consented in writing. In the event that the action which is consented
to is such as would have required the filing of a certificate under the
provisions of the Delaware Corporation Law, if such action had been voted on by
shareholders at a meeting thereof, the certificate filed shall state, in lieu of
any statement required by such provision concerning any vote of shareholders,
that written consent and written notice have been given in accordance with the
provisions of the Delaware Corporation Law.

SECTION 7.  LIST OF SHAREHOLDERS

         At least ten (10) days before every meeting of shareholders, the
officer or agent having charge of the stock transfer books for shares of the
Corporation shall make and certify a complete list of the shareholders entitled
to vote at a shareholders' meeting or any adjournment thereof. The list shall:

                  a)       be arranged alphabetically within each class and
                           series, with the address of, and the number of shares
                           held by, each shareholder; b) be open to the
                           examination of any shareholder, for any purpose
                           germane to the meeting, during ordinary business
                           hours, for a period of at least ten 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 meeting, or, if not so specified, at
                           the place where the meeting is to be held;

                  c)       be produced and kept at the time and place of the
                           meeting during the whole time thereof and open for
                           inspection by any shareholders; and

                  d)       be prima facie evidence as to who are the
                           shareholders entitled to examine the list or to vote
                           at the meeting.

         Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting.

SECTION 8.  INSPECTORS OF ELECTION

         The Board, in advance of a shareholders' 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 a shareholders' meeting may, and
on request of a shareholder entitled to vote thereat shall, appoint one or more
inspectors. In case a person appointed fails to


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appear or act, the vacancy may be filled by appointment made by the Board in
advance of the meeting or at the meeting by the person presiding thereat. The
requirement of appointing inspectors is waived unless compliance therewith is
requested by a shareholder present in person or by proxy and entitled to vote at
the meeting.

SECTION 9.  PRESIDING OFFICER

         Meetings of the shareholders shall be presided over by the Chairperson
of the Board, if one has been elected, or in his or her absence by the
President, or if he or she is not present, by a Vice-President, or if neither
the Chairperson of the Board, the President nor a Vice-President is present, by
a chairperson of the meeting to be chosen by a majority of the shareholders
entitled to vote at the meeting who are present in person or by proxy. The
Secretary of the Corporation, or, in his or her absence, an Assistant Secretary,
shall act as secretary of every meeting, but if neither the Secretary nor an
Assistant Secretary is present, the meeting shall, by a majority of the
shareholders entitled to vote, choose any person present to act as secretary of
the meeting.

                                   ARTICLE II
                               BOARD OF DIRECTORS

SECTION 1.  GENERAL POWERS

         The properties, business and affairs of the Corporation shall be
managed by the Board to the full extent provided by the then existing law of the
State of Delaware, the Certificate of Incorporation, these Bylaws, and any other
applicable law.

SECTION 2.  NUMBER AND QUALIFICATIONS

         Subject to the requirements of the then existing law of the State of
Delaware, the Board may from time to time by the vote of a majority of the Board
determine the number of director positions on the Board, but in no case shall
the number be less than one (1) nor more than ten (10). Until the Board shall
otherwise so determine, the number of director positions on the Board shall be
nine (9). A director need not be a shareholder of the Corporation.

SECTION 3.  TENURE AND ELECTION OF DIRECTORS

         At each annual meeting of the shareholders for the election of
directors (or special meeting of shareholders in lieu thereof) at which a quorum
is present, the persons receiving the greatest number of votes shall be elected
as directors.

         Upon organization of the Corporation, directors shall be elected by the
incorporators to hold office for a term expiring at the next succeeding annual
meeting. Whenever the holders of any series of preferred stock shall be
entitled, voting separately as a class, to elect directors, the initial term of
all directors elected by such holders shall expire at the next succeeding annual
meeting of shareholders. Subject to the foregoing, at each annual meeting of
shareholders the successors to the directors whose terms shall then expire shall
be elected to hold office for a term expiring at the next succeeding annual
meeting and until their successors shall be elected and qualified or until their
earlier death, resignation or removal. Vacancies that occur prior to the
expiration of the then current term (whether as a result of a newly created
director position on the board or otherwise), if filled by the Board, shall be
filled only until the next succeeding annual meeting.


SECTION 4.  ORGANIZATION, ORDER OF BUSINESS AND PROCEDURE

         At each meeting of the Board, one of the following shall act as
chairperson of the meeting and preside thereat, in the following order of
precedence:

                  a)       The Chairperson of the Board;
                  b)       The Vice Chairperson;
                  c)       The President; or
                  d)       A director chosen by a majority of the directors
                           present thereat.

The Secretary of the Corporation, or if he/she shall be absent from such
meeting, the person whom the chairperson of such meeting shall appoint, shall
act as secretary of such meeting and keep the minutes thereof. The order of
business and rules of procedure at each meeting of the Board shall be determined
by the chairperson of such meeting, but the same may be changed by the vote of a
majority of those directors present at such meeting. The Board shall keep
regular


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minutes of its proceedings and all material action shall be reported to the
shareholders at the next annual meeting of shareholders.

SECTION 5.  RESIGNATIONS

         Any director may resign at any time by giving written notice of his/her
resignation to the Corporation through the Board, the President, Chairperson of
the Board, the Vice Chairperson or the Secretary. Any such resignation shall
take effect at the time specified therein, or if the time when it shall become
effective shall not be specified therein, then it shall take effect immediately
upon its receipt by any of the aforesaid parties. Except as specified therein,
acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.  VACANCIES

         If any vacancies (as a result of death, resignation or removal) shall
occur among the directors, or if the number of directors shall at any time be
increased, the directors in office, although less than a quorum, may fill the
vacancies or newly created directorships by affirmative vote of a majority of
the remaining directors, or any such vacancies or newly created directorships
may be filled by the shareholders at any meeting. The tenure of directors
elected hereunder shall be as set forth under Article II, Section 3.

SECTION 7.  LOCATION OF MEETING AND OFFICES

         The Board may hold its meetings and have an office or offices at such
place or places within or without the State of Delaware as the Board may from
time to time by resolution determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof. This section shall not govern
dates, times, places, notices or waivers of notice in connection with annual
meetings of the Board.

SECTION 8.  ANNUAL MEETINGS

         Unless the Board shall by resolution otherwise determine, immediately
after each annual election of directors the Board shall hold its annual meeting
at the place where such election was held within or without the State of
Delaware, for the purpose of the election of officers and the transaction of
other business. If the Board shall determine that such meeting shall be held at
a different place, date and hour than that for the shareholders' meeting for the
election of directors, notice thereof shall be given in the manner hereinafter
provided for special meetings of the Board. Other than the foregoing, notice
shall not be required for this meeting.

SECTION 9.  REGULAR MEETINGS

         Regular meetings of the Board shall be held at such times as the Board
shall from time to time determine. Notices of regular meetings need not be
given. If any day fixed for a regular meeting shall be a legal holiday at the
place where the meeting is to be held, then the meeting which would otherwise be
held on that day shall be postponed until the same hour of the next succeeding
business day.

SECTION 10.  SPECIAL MEETINGS; NOTICE AND WAIVER

         Special meetings of the Board shall be held whenever called by the
Chairperson of the Board, the Vice Chairperson, the President or any three of
the directors. A notice of each such special meeting shall be given as
hereinafter in this Section provided, which notice shall specify the place, date
and hour of such meeting, but, except as otherwise expressly provided by law,
the business to be transacted at the special meeting and the purposes thereof
need not be stated in such notice. Notice of each such meeting shall be
transmitted to each director in accordance with Article VI, Section 6 at least
two (2) days before the day on which such meeting is to be held. Notice of any
meeting of the Board need not, however, be given to any director if waived by
him/her in writing in accordance with Article VII, Section 5, before, during or
after such meeting or if he/she shall be present at such meeting, except where
he/she attends a meeting for the express purposes of objecting, and does in fact
at the commencement of the meeting object to the transaction of any business
because the meeting is not lawfully called or convened. Any meeting of the Board
shall be a legal meeting without any notice thereof having been given if all the
directors of the Corporation then in office shall be present thereat or have
provided to the Corporation a written waiver of notice.

SECTION 11.  QUORUM AND VOTING

         Except as otherwise provided under the then existing law of the State
of Delaware or in these Bylaws, the majority of the directors shall be present
in person at any meeting of the Board in order to constitute a quorum for the
transaction of business at such meeting. The act of a majority of the directors
present at any such meeting at which a quorum is present shall be the act of the
Board. In the absence of a quorum, a majority of the directors present thereat


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may adjourn such meeting from time to time until a quorum shall be obtained.
Except for announcement at the adjourned meeting, notice of any adjourned
meeting need not be given. The directors shall act only as a board and the
individual directors shall have no power as such.

         A member of the Board may participate in a meeting by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this paragraph constitutes presence in person at the
meeting.

SECTION 12.  ACTION OF BOARD OR COMMITTEE BY CONSENT

         Any action required, or permitted to be taken pursuant to authorization
voted at a meeting of the Board or a committee thereof, may be taken without a
meeting if, before or after the action, all members of the Board or of such
committee, as the case may be, consent thereto in writing and such writing is
filed with the minutes of proceedings of the Board or committee. Action by
consent may be taken in lieu of any annual or special meeting of the Board or
committee with the same effect as a vote thereof for all purposes.

SECTION 13.  COMPENSATION

         The Board, by affirmative vote of a majority of directors in office and
irrespective of any personal interest of any of them, may establish reasonable
compensation of directors for services to the Corporation as directors or
officers. In this regard the Board may authorize all the directors to be paid
their expenses, if any, of attendance at such meeting of the Board, and a fixed
sum for salary for their services. No such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor over and above that authorized under this Section.

SECTION 14.  REMOVAL

         The shareholders may remove a director or the entire Board with or
without cause, at any time, by vote of the holders of a majority of the shares
entitled to vote at the election of directors.

SECTION 15.  EXECUTIVE AND OTHER COMMITTEES

         The Board may appoint from among its members an executive committee and
other committees composed of two (2) or more directors and delegate by
resolution to these committees any of the powers of the Board of Directors. A
majority of any such committee may determine its action and may fix the time and
place of its meetings, unless provided otherwise by the Board. The Board shall
have the power at any time to fill vacancies in, to change the size or
membership of and to discharge any such committee. Each committee shall keep a
written record of its acts and proceedings and shall submit such record to the
Board at such times as requested by the Board.


                                   ARTICLE III
                                    OFFICERS

SECTION 1.  DESIGNATION

         The officers of the Corporation shall be a President, Treasurer and a
Secretary and such other officers as the Board may designate. A person may hold
any number of offices, but an officer shall not execute, acknowledge, or verify
an instrument in more than one capacity if the instrument is required by law,
the Certificate of Incorporation or Bylaws of the Corporation to be executed,
acknowledged or verified by two or more officers. Officers need not be
directors.

SECTION 2.  ELECTION AND TERM

         At its annual meeting after each annual meeting of shareholders (or
special meeting in lieu thereof), the Board shall elect the officers. The term
of each officer shall be until the next annual meeting of the Board and until
his/her successor is elected and qualified or until his/her death, resignation
or removal.

SECTION 3.  SUBORDINATE OFFICERS AND AGENTS

         The Board and, in the fields of their jurisdiction, the executive
committee and other standing committees, if any, may from time to time appoint
such subordinate officers as they may deem necessary, who shall hold office for
such period and have such authority and perform such duties as the Board, the
executive committee or the other standing committees respectively may prescribe.
The Board, the executive committee and the other standing committees may


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likewise from time to time authorize any officer to appoint agents and employees
and to prescribe their powers and duties.

SECTION 4.  COMPENSATION

         The Board shall have power to fix the compensation of all officers of
the Corporation. It may authorize any officer, upon whom the power of appointing
subordinate officers may have been conferred, to fix the compensation of such
subordinate officers.

SECTION 5.  BONDS, DUTIES AND RELIANCE

         The Board may require any officer of the Corporation to give a bond to
the Corporation, conditional upon the faithful performance of his/her duties,
with one or more sureties and in such amount as may be satisfactory to the
Board.

         An officer, as between himself/herself and other officers and the
Corporation, has such authority and shall perform such duties in the management
of the Corporation as may be provided in the Bylaws, or as may be determined by
resolution of the Board not inconsistent with the Bylaws.

SECTION 6.  RESIGNATION

         Any officer may resign at any time by giving written notice to the
Corporation through the Chairperson of the Board, the President or the
Secretary. Unless otherwise stated in such notice of resignation, acceptance
thereof shall not be necessary to make it effective; and such resignation shall
take effect at the time specified therein or, in the absence of such
specification, upon the receipt by any one of the aforesaid parties.

SECTION 7.  REMOVAL

         Except where otherwise expressly provided in a contract authorized by
the Board, any officer elected or appointed by the Board may be removed by the
Board, with or without cause, at any time. Any other officers, agents or
employees of the Corporation may be removed, with or without cause, at any time
by a vote of the Board or by any committee or superior officer appointing them.

SECTION 8.  VACANCIES

         A vacancy in any office may be filled for the unexpired portion of the
term by the Board or, where appropriate, by the executive committee or the other
standing committees.

SECTION 9.  PRESIDENT

         The President shall be the chief operating officer of the Corporation
and, subject to the Board, the executive committee and the Chairperson of the
Board, shall be in general and active charge of the business of the Corporation.
In the absence or disability of the Chairperson of the Board as determined by
the Board or the executive committee (or where no such officers exist), he/she
shall perform all duties and functions and exercise all the powers of the
Chairperson of the Board. He/she shall have power to sign certificates and
documents referred to under Article VII. He/she shall have power to appoint and
remove all agents and employees not appointed or elected by the Board. He/she
shall perform such other duties as may be assigned him/her by the Board. The
Board from time to time may vary, add to and/or eliminate any and all of the
foregoing duties, powers and offices by resolution.

SECTION 10.  VICE-PRESIDENTS

         Each Vice-president, if any, shall have such powers and perform such
duties as may be assigned to him/her by the Board.

SECTION 11.  TREASURER

         The Treasurer shall have custody of all funds and securities of the
Corporation. When necessary or proper he/she shall endorse checks, drafts, and
other instruments for the payment of money and shall deposit them to the credit
of the Corporation in an authorized bank or depository. Whenever requested by
the Board, he/she shall prepare or cause to be prepared financial statements
which fairly present the financial position and results of the operations of the
Corporation. Whenever required by the Board of the executive committee, he/she
shall render an account of his/her transactions. He/she shall enter regularly in
the books to be kept by him/her a full and accurate account of all money
received and paid by him/her on behalf of the Corporation. He/she shall perform
all acts incident to the position of Treasurer, subject to the control of the
Board.


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SECTION 12.  SECRETARY

         The Secretary shall keep the seal of the Corporation, if there is one,
and the minutes of all meetings of shareholders and directors and of such
committees as may be directed. He/she shall attend to the giving of all notices
as directed. He/she may sign with the Chairperson of the Board, the President,
or a Vice-President, all contracts and instruments of conveyance when so ordered
by the board or the executive committee or other properly empowered standing
committees. He/she shall have charge of such books and papers as the Board, the
executive committee or other properly empowered standing committees may require.
He/she, assisted by any transfer agent(s) and registrar(s) which may be
appointed from time to time by the Corporation, shall keep records of all
outstanding capital stock and other securities issued by the Corporation. In the
absence of such appointments, he/she shall act as transfer clerk for the
Corporation and keep such records without assistance. He/she shall perform all
acts incident to the office of Secretary, subject to the control of the Board,
the executive committee and other standing committees.

                                   ARTICLE IV
                           SHARES AND THEIR TRANSFER,
           CERTIFICATES FOR SHARES, RECORD DATES, SHARE SUBSCRIPTIONS
                              AND FRACTIONAL SHARES

SECTION 1.  CERTIFICATES FOR STOCK

         Every owner of capital stock of the Corporation shall be entitled to
have a certificate or certificates, in such form or forms as the Board shall
prescribe, certifying the number, class and series, if any, of shares of stock
of the Corporation owned by him/her. The certificates representing shares of the
respective classes and series, if any, of such stock shall be numbered in the
order in which they shall be issued and shall be signed in the name of the
Corporation by a person who was at the time of signing the Chairperson or Vice
Chairperson of the Board, the President, or Vice- President and by a person who
was at the time of signing the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer; provided, however, that where any such
certificate is countersigned (a) by a transfer agent or assistant transfer agent
or (b) by a transfer clerk acting on behalf of the Corporation and a registrar,
the signatures thereon of such officers may be a facsimile. Every certificate
surrendered to the Corporation for exchange or transfer shall first be
cancelled, and a new certificate or certificates shall be issued in exchange for
any existing certificate only after such existing certificate shall have been so
cancelled. The Corporation shall be entitled to treat the holder of record of
any share of capital stock as the holder in fact thereof, and accordingly shall
not be bound to recognize any equitable or other claim to or interest in any
such share on the part of any other person, whether or not it shall have express
or other notice thereof, except as required by the laws of Delaware.

SECTION 2.  TRANSFER OF STOCK

         Transfers of shares of the capital stock of the Corporation shall be
made only on the books of the Corporation upon the direction of the registered
holder thereof, or of his attorney thereunto authorized by written power of
attorney duly executed and filed with the Secretary or with a transfer clerk or
a transfer agent that is appointed pursuant Section 3 of this Article IV. The
transfer of shares shall be made upon surrender of the certificate or
certificates for such shares in form required for the Corporation to register a
stock certificate presented to it for transfer under Section 1 of this Article
IV.

SECTION 3.  TRANSFER AGENT; REGISTRAR

         The Corporation may maintain one or more transfer and registry offices
or a transfer agent or registrar designated by the Board, where the shares of
capital stock of the Corporation shall be transferable and registered.

SECTION 4.  RECORD DATE

                  a)       For the purpose of determining shareholders entitled
                           to notice of and to vote at a meeting of shareholders
                           or an adjournment thereof, or to express consent to
                           or to dissent from a proposal without a meeting, or
                           for the purpose of determining shareholders entitled
                           to receive payment of a dividend or allotment of a
                           right, or for the purpose of any other action, the
                           Board may fix, in advance, a date as the record date
                           for any such determination of shareholders. The date
                           shall not be more than sixty (60) days nor less than
                           ten (10) days before the date of the meeting, nor
                           more than sixty (60) days before any other action.

                  b)       If a record date is not fixed: (i) the record date
                           for determination of shareholders entitled to



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                           notice of or to vote at a meeting of shareholders
                           shall be the close of business on the next day
                           preceding the day on which notice is given, or, if no
                           notice is given, the day next preceding the day on
                           which the meeting is held, and (ii) the record date
                           for determining shareholders for any purpose other
                           than that specified in subdivision (i) shall be the
                           close of business on the day on which the resolution
                           of the Board relating thereto is adopted.

                  c)       When a determination of shareholders of record
                           entitled to notice of or to vote at a meeting of
                           shareholders has been made as provided in this
                           section, the determination applies to any adjournment
                           of the meeting, unless the Board fixes a new record
                           date under this section for the adjourned meeting.

SECTION 5.  SUBSCRIPTIONS FOR SHARES

         Unless otherwise provided in the subscription agreement, subscriptions
for shares, whether made before or after the organization of the Corporation,
shall be paid in full at such time, or in such installments and at such times,
as shall be determined by the Board. Any call made the Board for the payment on
subscriptions shall be uniform as to all shares of the same class or as to all
shares of the same series, as the case may be.

SECTION 6.  FRACTIONAL SHARES

         The Corporation, with the approval of the Board, may issue certificates
for fractions of a share where necessary to effect share transfers, share
distributions or a reclassification, merger, consolidation, or reorganization,
which shall entitle the holders, in proportion to their fractional holdings, to
exercise voting rights, receive dividends, and participate in liquidating
distributions. As an alternative, the Corporation, with the approval of the
Board, may pay in cash the fair value of fractions of a share as of the time
when those entitled to receive the fractions of a share as of the time when
those entitled to receive the fractions are determined. As another alternative,
the Corporation, with the approval of the Board, may issue scrip in registered
or bearer form over the manual or facsimile signature of an officer of the
Corporation or of its agent, exchangeable as therein provided for full shares,
but such scrip shall not entitle the holder to any right of a shareholder,
except as therein provided. The scrip shall be issued subject to the condition
that it becomes void if not exchanged for certificates representing full shares
before a specified date. The scrip may be subject to the condition that the
shares for which the scrip is exchangeable may be sold by the Corporation and
the proceeds thereof distributed to the holders of the scrip, or subject to any
other condition which the Board may determine. The Corporation may provide
reasonable opportunity for persons entitled to fractions of a share or scrip to
sell them or to purchase additional fractions of a share or scrip needed to
acquire a full share.

SECTION 7.  REGULATIONS

         The Board shall have power and authority to make all such rules and
regulations as it may deem expedient or desirable concerning the issue,
transfer, conversion, registration, loss or replacement of certificates for
shares of the capital stock of the Corporation, not inconsistent with the laws
of the State of Delaware, the Certificate of Incorporation of the Corporation
and these Bylaws.

                                    ARTICLE V
                                 INDEMNIFICATION

SECTION  1. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS IN
ACTIONS BY THIRD PARTIES

         To the extent permitted by Delaware law, 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, 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 or she 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 or her in connection with
the action, suit or proceeding if the person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Corporation, and with respect to a criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
an 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
or she reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to a


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criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

SECTION 2. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS IN
ACTIONS BY OR IN RIGHT OF THE CORPORATION.

         The Corporation shall indemnify any person who was or is a party to 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 or she 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 the person in connection with the
defense or settlement of such action or suit, if the person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Corporation. However, indemnification shall not be made
for any claim, issue or matter in which the person shall have been adjudged to
be liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which the action or suit was brought has determined
upon application that, despite the adjudication of liability but in view of all
circumstances of the case, the person is fairly and reasonably entitled to
indemnification for the expenses which the Court of Chancery or such other court
shall deem proper.

SECTION 3.  INDEMNIFICATION AGAINST EXPENSES UPON SUCCESSFUL DEFENSE

         To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of an
action, suit or proceeding referred to in Section 1 or 2 of this Article, or in
defense of any claim, issue or matter in the action, suit or proceeding, he or
she shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection therewith.

         Any indemnification under Sections 1 or 2 of this Article (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 or she has
met the applicable standard of conduct set forth in such Sections. This
determination shall be made in any of the following ways:

                  a)       By a majority vote of a quorum of the Board
                           consisting of directors who were not parties to the
                           action, suit or proceeding.

                  b)       If such quorum is not obtainable, or, even if
                           obtainable and a quorum of disinterested directors so
                           directs, by independent legal counsel in a written
                           opinion.

                  c)       By the shareholders.

         If a person is entitled to indemnification under Section 1 or 2 of this
Article for a portion of expenses including attorneys' fees, judgments,
penalties, fines, and amounts paid in settlement, but not for the total amount
thereof, the Corporation may indemnify the person for the portion of the
expenses, judgments, penalties, fines, or amounts paid in settlement for which
the person is entitled to be indemnified.

SECTION 4.  PAYMENT OF DEFENSE EXPENSES IN ADVANCE

         Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding described in Section 1 or 2 of this Article
may be paid by the Corporation in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the expenses if it is ultimately determined that
the person is not entitled to be indemnified by the Corporation. 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.

SECTION 5.  VALIDITY OF OTHER INDEMNIFICATION PROVISIONS; CONTINUING EFFECT

         The indemnification and advancement of expenses provided by, or granted
pursuant to this Article is not exclusive of other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
bylaw, vote of shareholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action to another capacity while
holding such office. However, the total amount of expenses advanced or
indemnified from all sources combined shall not exceed the amount of actual
expenses incurred by the person seeking indemnification or advancement of
expenses.

         The indemnification and advance of expenses provided by, or granted
pursuant to, this Article shall, unless



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otherwise provided when authorized or ratified, continue as to a person who
ceases to be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of the person.

SECTION 6.  LIABILITY INSURANCE

         The Corporation shall have power 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 or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity or arising out of his or her
status as such, whether or not the Corporation would have power to indemnify him
or her against such liability under this Article.

SECTION 7.  EFFECT OF CONSOLIDATION OR MERGER UPON INDEMNIFICATION PROVISIONS

         For the purposes of this Article, 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, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

                                   ARTICLE VI
                                  MISCELLANEOUS

SECTION 1.  BOOKS AND RECORDS AND SHAREHOLDER INSPECTION RIGHTS

         The Corporation shall keep books and records of account and minutes of
the proceedings of its shareholders, Board and executive committee, if any. Any
shareholder, in person or by attorney or other agent, shall, upon written demand
under oath, stating the purpose thereof, have the right during the usual hours
for business, to inspect, for any proper purpose the Corporation's stock ledger,
a list of its shareholders, and its other books and records and to make copies
or extracts therefrom.

SECTION 2.  DIVIDENDS AND NOTICE THEREOF

         Subject to the provisions of the Delaware General Corporation Law, the
Certificate of Incorporation of the Corporation and these Bylaws, the Board may
declare and pay dividends upon the shares of the Corporation's capital stock in
cash, in property, in obligations of the Corporation, in shares of stock or in
any other form legally available for the payment of dividends and in any manner
the Board deems proper, whenever and in such amounts as, in the opinion of the
Board, the condition of the affairs of the Corporation shall render it
advisable.

         A share dividend or other distribution of shares of the Corporation
shall be accompanied by a written notice (a) disclosing the amounts by which the
distribution affects stated capital, capital surplus and earned surplus, or (b)
if such amounts are not determinable at the time of the notice, disclosing the
approximate effect of the distribution upon stated capital, capital surplus, and
earned surplus and stating that the amounts are not yet determinable.

SECTION 3.  SEAL

         The Board may provide a corporate seal, which shall be circular in form
and shall bear the full name of the Corporation and the words "Incorporated in
Delaware", or words of similar impact. The seal or a facsimile thereof may be
impressed or affixed or reproduced or other use made thereof by the Secretary,
any Assistant Secretary or any other officer authorized by the Board.

SECTION 4.  FISCAL YEAR

         The fiscal year of the Corporation shall end on 31st day of December in
each year. Such date may be changed for future fiscal years at any time and from
time to time by resolution of the Board.

SECTION 5.  WAIVER OF NOTICE

         Whenever any notice whatever is required to be given by these Bylaws or
by the Certificate of Incorporation of




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the Corporation or by the then existing law of the State of Delaware, 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.

         When, under the Delaware General Corporation Law or the Certificate of
Incorporation or Bylaws of the Corporation or by the terms of an agreement or
instrument, the Corporation or the Board or any committee thereof may take
action after notice to any person or after lapse of a prescribed period of time,
the action may be taken without notice and without lapse of the period of time,
if at any time before or after the action is completed the person entitled to
notice or to participate in the action to be taken or, in the case of a
shareholder, by his/her attorney-in-fact, submits a signed waiver of such
requirements.

SECTION 6.  NOTICE

         When a notice or communication is required or permitted to be given, it
shall be given in person or mailed to the person to whom it is directed at the
address designated by him/her for that purpose, or, if none is designated, at
his/her last address known to the Corporation. The notice or communication is
given when deposited, with postage thereon prepaid, in a post office or official
depository under the exclusive care and custody of the United States postal
service. The mailing shall be registered, certified or other first class mail.

         In addition to notice sent by mail or given in person as prescribed
above, notice of meeting of the Board may be given by telephone or telegraph to
the person to whom it is directed or to his/her representative at his/her last
address as known to the Corporation.

SECTION 7.  DEPOSITS

         All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation or otherwise as the Board or
the President shall direct in such banks, trust companies or other depositories
as the Board may select or as may be selected by any executive officer, or other
officer or agent of the Corporation to whom power in that respect shall have
been delegated by the Board. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts, and other orders
for the payment of money which are payable to the order of the Corporation may
be endorsed, assigned and delivered by any executive officer or other officer or
agent of the Corporation as thereunto authorized from time to time by the Board.

                                   ARTICLE VII
                             SPECIAL CORPORATE ACTS,
                   NEGOTIABLE INSTRUMENTS, DEEDS AND CONTRACTS

SECTION 1.  EXECUTION OF NEGOTIABLE INSTRUMENTS

         All checks, drafts, notes, bonds, bills of exchange, and orders for the
payment of money shall, unless otherwise directed by the Board or unless
otherwise required by law, be signed by any two of the following officers: the
Chairperson of the Board, President, a Vice-President, Treasurer, or Secretary.
The Board may, however, authorize any one of such officers to sign checks,
drafts, and orders for the payment of money, which are for any amounts in any
instance; and may authorize any one of its officers or employees, other than
those named above, or different combinations of such officers and employees to
sign checks, drafts, and orders for the payment of money for any amounts. The
Board may authorize the use of facsimile signatures of any officer or employee
in lieu of manual signatures.

SECTION 2.  EXECUTION OF DEEDS, CONTRACTS, ETC.

         Subject always to the specific directions of the Board, all deeds and
mortgages made by the Corporation and all other written contracts and agreements
to which the Corporation shall be a party shall be executed in its name by the
President or one of the Vice-Presidents, and, when requested, the Secretary or
an Assistant Secretary shall attest to such signatures.

SECTION 3.  ENDORSEMENT OF STOCK CERTIFICATES

         Subject always to the specific directions of the Board, any share or
shares of stock issued by any corporation and owned by the Corporation may, for
sale or transfer, be endorsed in the name of the Corporation by the President or
one of the Vice-Presidents, and, where required, his/her signature may be
attested to by the Secretary or an Assistant Secretary. This Section does not
govern signatures required in the initial issuance or the reissuance of the
Corporation's



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own shares, which is governed by Section 1 of Article V.

                                  ARTICLE VIII
                              AMENDMENTS TO BYLAWS

         These Bylaws may be altered or amended by the affirmative vote of a
majority of the capital stock of the Corporation issued and outstanding and
entitled to vote thereat, at any regular or special meeting of shareholders if
notice of the proposed alteration or amendment be contained in the notice of the
meeting. These Bylaws also may be altered or amended by a resolution adopted by
the affirmative vote of a majority of all directors of the Board then in office
at a regular or special meeting.





















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