Exhibit 3.2


                                     BY-LAWS

                                       OF

                              INTERMAGNETICS, INC.

                                    ARTICLE I
                                  Stockholders

SECTION 1. Annual Meeting. The annual meeting of the stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as may be designated by the Board of Directors,
for the purpose of electing directors and for the transaction of such other
business as may be properly brought before the meeting. The Board of Directors
may determine that an annual meeting shall not be held at any place, but shall
instead be held solely by means of remote communication.

SECTION 2. Special Meetings. Except as otherwise provided in the Certificate of
Incorporation, a special meeting of stockholders of the Corporation may be
called at any time by the Board of Directors. Any special meeting of
stockholders shall be held on such date, at such time and at such place within
or without the State of Delaware as the Board of Directors shall designate. The
Board of Directors may determine that any special meeting of stockholders shall
not be held at any special place, but shall instead be held solely by means of
remote communication. Except as provided in Section 11 of this Article I, at a
special meeting of stockholders, no business shall be transacted and no
corporate action shall be taken other than that stated in the notice of the
meeting.

SECTION 3. Notice of Meetings. Except as otherwise provided by law, by the
Certificate of Incorporation or by these By-Laws, a written notice of each
meeting of the stockholders shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each stockholder of the
Corporation entitled to vote at such meeting at the stockholder's address as it
appears on the records of the Corporation or by a form of electronic
transmission to which the stockholder has consented. The notice shall state the
place, date and hour of the meeting or the means of remote communications, if
any, by which stockholders and proxy holders may be deemed to be present in
person and may vote at such meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called.

SECTION 4. Quorum. At any meeting of stockholders, the holders of a majority in
number of the total outstanding shares of stock of the Corporation entitled to
vote at such meeting, present in person or represented by proxy, shall
constitute a quorum of the stockholders for all purposes, unless the
representation of a different number of shares shall be required by law, by the
Certificate of Incorporation or by these By-Laws, in which case the
representation of the number of shares so required shall constitute a quorum.
Notwithstanding the previous sentence, at any meeting of stockholders at which
the holders of any class of stock of the Corporation shall be entitled to vote
separately as a class, the holders of a majority in number of the total
outstanding shares of such class, present in person or represented by proxy,
shall constitute a quorum for purposes of such class vote unless the
representation of a different number of shares of such class shall be required
by law, by the Certificate of Incorporation or by these By-Laws.




SECTION 5. Adjourned Meetings. Whether or not a quorum shall be present in
person or represented at any meeting of stockholders, the chairman of the
meeting may adjourn such meeting from time to time. When a meeting is adjourned
to another time or place, notice need not be given of the adjourned meeting if
the time and the place, if any, thereof, or the means of remote communications,
if any, by which stockholders and proxy holders may be deemed to be present in
person and may vote at such adjourned meeting, are announced at the meeting at
which the adjournment is taken or are publicly announced or disclosed. At the
adjourned meeting the stockholders or the holders of any class of stock entitled
to vote separately as a class, as the case may be, may transact any business
which might have been transacted by them at the original meeting.

The Board of Directors may postpone any meeting of stockholders or cancel any
special meeting of stockholders by public announcement or disclosure prior to
the time scheduled for the meeting.

SECTION 6. Organization. The Chief Executive Officer or, in the absence of the
Chief Executive Officer, the Chairman of the Board shall call all meetings of
the stockholders to order, and shall act as chairman of such meetings. In the
absence of the Chief Executive Officer and the chairman of the Board, the
members of the Board of Directors who are present shall elect a chairman of the
meeting.

The Secretary of the Corporation shall act as secretary of all meetings of the
stockholders; and in the absence of the Secretary, the chairman of the meeting
may appoint any person to act as secretary of the meeting. It shall be the duty
of the Secretary of the Corporation to prepare and make, at least ten days
before every meeting of stockholders, a complete list of stockholders entitled
to vote at such meeting, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder.

SECTION 7. Voting. Except as otherwise provided by law or by the Certificate of
Incorporation, each stockholder shall be entitled to one vote for each share of
the stock of the Corporation registered in the name of such stockholder upon the
books of the Corporation. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him or her by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. When directed by the
presiding officer or upon the demand of any stockholder, the vote upon any
matter before a meeting of stockholders shall be by ballot. Subject to the
rights of the holders of any series of preferred stock of the Corporation,
directors shall be elected by a plurality of the votes cast at a meeting of
stockholders by the stockholders entitled to vote in the election. Except as
otherwise provided by law or by the Certificate of Incorporation, whenever any
corporate action, other than the election of directors, is to be taken at a
meeting of stockholders, it shall be authorized by the affirmative vote of a
majority of the shares present in person or represented by proxy and entitled to
vote thereon.

Shares of the stock of the Corporation belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes.

SECTION 8. Voting Procedures and Inspectors. The Corporation shall, in advance
of any meeting of stockholders, appoint one or more inspectors of election to
act at the meeting and make a written report thereof. Each inspector, before
entering upon the discharge of the duties of inspector, shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of such person's ability.

The inspectors shall ascertain the number of shares outstanding and the voting
power of each; determine the shares represented at the meeting and the validity
of proxies and ballots; count all votes and ballots; determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by them; and certify their determination of the number of shares
represented at the meeting, and their count of all votes and ballots.



The date and time of the opening and the closing of the polls for each matter
upon which the stockholders will vote at a meeting shall be announced at the
meeting. No ballots, proxies or votes, nor any revocations thereof or changes
thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9. Consent of Stockholders in Lieu of Meeting. Any action required or
permitted to be taken by the holders of the Common Stock of the Corporation must
be effected at an annual or special meeting of such stockholders and may not be
effected by any consent in writing.

Unless otherwise provided in the Certificate of Incorporation, any action
required to be taken or which may be taken at any meeting of holders of any
other class of stock of the Corporation, or a series thereof, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing (which may be a telegram, cablegram or other electronic transmission),
setting forth the action so taken, shall be dated and shall be signed by the
holders of the outstanding stock of such class, or the relevant series thereof,
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. To be written, signed and dated for the purpose
of these By-Laws, a telegram, cablegram or other electronic transmission shall
set forth or be delivered with information from which the Corporation can
determine (i) that it was transmitted by a stockholder or proxy holder or a
person authorized to act for a stockholder or proxy holder, and (ii) the date on
which it was transmitted, such date being deemed the date on which the consent
was signed. Prompt notice of the taking of any corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

SECTION 10. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting or to receive payment of any dividend or other distribution or
allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
as the case may be, the Board of Directors shall fix, in advance, a record date,
which shall not be (i) more than sixty (60) nor less than ten (10) days before
the date of such meeting, or (ii) in the case of corporate action to be taken by
consent in writing without a meeting, not more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held; and the record date for determining stockholders
for any other purpose (except corporate action to be taken by consent in
writing) shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

If a holder of record of any class of stock of the Corporation, or a series
thereof, the holders of which may act by a consent in writing, wishes to have
those stockholders authorize or take corporate action by written consent, such
stockholder shall, by written notice to the Secretary of the Corporation,
request the Board of Directors to fix a record date. The Board of Directors
shall promptly, but in all events within ten (10) days after the date on which
such a request is received, adopt a resolution fixing the record date. If no
record date is fixed by the Board within such ten (10) day period, the record
date for determining stockholders entitled to consent to corporate action, when
no prior action by the Board of Directors is required by applicable law, shall
be the first date on which a signed consent setting forth the action taken or
proposed to be taken is delivered to the Corporation at its registered office in
the State of Delaware or to its principal place of business to the attention of
the Secretary of the Corporation. Delivery made to the registered office of the
Corporation for this purpose shall be by hand or by certified or registered mail
with return receipt requested. If no record date is so fixed by the Board of
Directors and prior action by the Board of Directors is required by applicable
law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the date on which the Board of Directors adopts the resolution taking such
prior action.


SECTION 11. Advance Notice of Stockholder Nominees for Director and Other
Stockholder Proposals. The matters to be considered and brought before any
meeting of stockholders of the Corporation, including the nomination and
election of directors, shall be limited to only those matters that are brought
properly before the meeting in compliance with the procedures set forth in this
Section 11.

In order to be properly brought before any annual meeting of stockholders, a
matter must be (i) specified in the notice of annual meeting given by or at the
direction of the Board of Directors, (ii) otherwise brought before the annual
meeting by or at the direction of the Board of Directors or (iii) brought before
the annual meeting in the manner specified in this Section 11 by a stockholder
who holds of record stock of the Corporation entitled to vote at the annual
meeting on such matter (including any election of directors) or by a person who
holds such stock through a nominee or "street name" holder of record of such
stock and can demonstrate to the Corporation such indirect ownership of, and
such person's right to vote, such stock.

In addition to any other requirements under applicable law, the Certificate of
Incorporation and these By-Laws, persons nominated by stockholders for election
as directors of the Corporation and any other proposals by stockholders shall be
properly brought before an annual meeting of stockholders only if notice of any
such matter to be presented by a stockholder at such meeting (a "Stockholder
Notice") is delivered to the Secretary at the principal executive office of the
Corporation not less than ninety (90) nor more than one hundred and twenty (120)
days prior to the first anniversary date of the annual meeting for the preceding
year. If (and only if) an annual meeting of stockholders is not scheduled to be
held within a period that commences thirty (30) days before and ends thirty (30)
days after such an anniversary date (an annual meeting date outside such period
being referred to herein as an "Other Meeting Date"), the Stockholder Notice
shall be given in the manner provided in these By-Laws by the later of (i) the
close of business on the ninetieth (90th) day prior to such Other Meeting Date
or (ii) the close of business on the tenth (10th) day following the date on
which such Other Meeting Date is first publicly announced or disclosed by the
Corporation.

Any stockholder who wishes to nominate a person for election as a director of
the Corporation at an annual meeting of stockholders shall deliver, as part of
the Stockholder Notice, a statement in writing setting forth the name of the
person to be nominated, the number and class of all shares of stock of the
Corporation the person owns of record and beneficially, as reported to the
stockholder by the person, the information regarding the person required to be
included in a proxy statement, by the rules and regulations of the Securities
and Exchange Commission, for nominees for election as directors, the person's
signed consent to serve as a director of the Corporation if elected, the
stockholder's name and address, the number and class of all shares of stock of
the Corporation the stockholder owns of record and beneficially and, in the case
of a person who holds the stock through a nominee or "street name" holder of
record, evidence establishing the person's indirect ownership of the stock and
right to vote the stock for the election of directors at the meeting and a
representation that the stockholder intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice.

Any stockholder who gives a Stockholder Notice of any matter (other than a
nomination for director) proposed to be brought before an annual meeting of
stockholders shall deliver, as part of the Stockholder Notice, the text of the
proposal to be presented and a brief written statement of the reasons why the
stockholder favors the proposal and setting forth the stockholder's name and
address, the number and class of all shares of stock of the Corporation the
stockholder owns of record and beneficially, any material interest of such
stockholder in the matter proposed (other than as a stockholder), if applicable
and, in the case of a person who holds stock through a nominee or "street name"
holder of record, evidence establishing the person's indirect ownership of the
stock and right to vote the stock on the matter proposed at the annual meeting.


As used in these By-Laws, shares "beneficially owned" shall mean all shares
which a person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5
under the Securities Exchange Act of 1934. If a stockholder is entitled to vote
only for a specific class or category of directors at an annual or special
meeting of stockholders, the stockholder's right to nominate a person for
election as a director at the meeting shall be limited to such class or category
of directors.

Notwithstanding any provision of this Section 11 to the contrary, in the event
that the number of directors to be elected to the Board of Directors of the
Corporation at the next annual meeting of stockholders is increased by virtue of
an increase in the size of the Board of Directors and either all of the nominees
for director at the next annual meeting of stockholders or the size of the
increased Board of Directors is not publicly announced or disclosed by the
Corporation at least one hundred (100) days prior to the first anniversary of
the preceding year's annual meeting, a Stockholder Notice shall also be
considered timely hereunder, but only with respect to nominees to stand for
election at the next annual meeting as the result of any new positions created
by such increase, if it is delivered to the Secretary at the principal place of
business of the Corporation not later than the close of business on the tenth
(10th) day following the first day on which all such nominees or the size of the
increased Board of Directors shall have been publicly announced or disclosed by
the Corporation.

Except as provided in the immediately following sentence, no matter shall be
properly brought before a special meeting of stockholders unless the matter
shall have been brought before the meeting pursuant to the Corporation's notice
of such meeting. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing a director to the Board of Directors,
any stockholder entitled to vote for the election of such director at such
meeting may nominate a person for election to such position as is specified in
the notice of such meeting, but only if the Stockholder Notice required by this
Section hereof shall be delivered to the Secretary of the Corporation at the
principal place of business of the Corporation not later than the close of
business on the tenth (10th) day following the first day on which the date of
the special meeting and either the names of all nominees proposed by the Board
of Directors to be elected at such meeting or the number of directors to be
elected shall have been publicly announced or disclosed.

For purposes of this Section 11, a matter shall be deemed to have been "publicly
announced or disclosed" if the matter is disclosed in a press release reported
by the Dow Jones News Service, the Associated Press or a comparable national
news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission.

In no event shall the adjournment of an annual meeting or a special meeting of
stockholders, or any announcement thereof, commence a new period for the giving
of notice as provided in this Section 11. This Section shall not apply to (i)
any stockholder proposal made pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, or (ii) any nomination of a director in an election in
which only the holders of a particular class of stock of the Corporation (the
holders of which may vote by written consent under the Certificate of
Incorporation), or a series thereof, are entitled to vote (unless otherwise
provided in the terms of such stock).

The chairman of any meeting of stockholders, in addition to making any other
determinations that may be appropriate to the conduct of the meeting, shall have
the power and duty to determine whether notice of nominees and other matters
proposed to be brought before a meeting have been duly given in the manner
provided in this Section 11 and, if not so given, shall direct and declare at
the meeting that such nominees and other matters shall not be considered.


                                   ARTICLE II
                               BOARD OF DIRECTORS

SECTION 1. Number and Term of Office. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of Directors,
none of whom need be stockholders of the Corporation. The number of Directors
constituting the Board of Directors shall be fixed from time to time by
resolution passed by a majority of the Board of Directors. The directors shall,
except as hereinafter otherwise provided for filling vacancies, be elected at
the annual meeting of stockholders, and shall hold office until their respective
successors are elected and qualified or until their earlier resignation or
removal.

SECTION 2. Removal, Vacancies and Additional Directors. No director may be
removed except both for cause and with the affirmative vote of the holders of
not less than 66-2/3% of the voting power of all outstanding shares of stock of
the Corporation entitled to vote generally in the election of directors,
considered for this purpose as a single class. Notwithstanding the previous
sentence, whenever any director shall have been elected by the holders of any
class of stock of the Corporation voting separately as a class under the
provisions of the Certificate of Incorporation, such director may be removed and
the vacancy filled only by the holders of 66-2/3% of the voting power of that
class of stock voting separately as a class. Except as provided in the
Certificate of Incorporation, vacancies caused by any such removal or any
vacancy caused by the death or resignation of any director or for any other
reason, and any newly created directorship resulting from any increase in the
authorized number of directors, may be filled by, and only by, the affirmative
vote of a majority of the directors then in office, although less than a quorum,
and any director so elected to fill any such vacancy or newly created
directorship shall hold office until the director's successor is elected and
qualified or until the director's earlier resignation or removal.

When one or more directors shall resign effective at a future date, a majority
of the directors then in office, including those who have so resigned, alone
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
director so chosen shall hold office as herein provided in connection with the
filling of other vacancies.

SECTION 3. Place of Meeting. The Board of Directors may hold its meetings in
such place or places in the State of Delaware or outside the State of Delaware
as the Board from time to time shall determine.

SECTION 4. Regular Meetings. Regular meetings of the Board of Directors shall be
held at such times and places as the Board from time to time by resolution shall
determine. No notice shall be required for any regular meeting of the Board of
Directors; but a copy of every resolution fixing or changing the time or place
of regular meetings shall be sent to every director by mail at least five (5)
days, or by telecopy, telegram, cablegram or other electronic transmission or
overnight courier at least two (2) days, before the first meeting held in
pursuance thereof.

SECTION 5. Special Meetings. Special meetings of the Board of Directors shall be
held whenever called by direction of the Chairman of the Board, the Chief
Executive Officer or by any two of the directors then in office.

Notice of the day, hour and place of holding of each special meeting shall be
given by mailing the same at least five (5) days before the meeting or by
causing the same to be transmitted by telephone, telecopy, telegram, cablegram
or other electronic transmission or overnight courier at least two (2) days
before the meeting to each director. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at any special meeting.


SECTION 6. Quorum. Subject to the provisions of Section 2 of this Article II, a
majority of the members of the Board of Directors in office (but, unless the
Board shall consist solely of one director, in no case less than one-third of
the total number of directors nor less than two directors) shall constitute a
quorum for the transaction of business and a vote of a majority of the directors
present at any meeting of the Board of Directors at which a quorum is present
shall be an act of the Board of Directors. If at any meeting of the Board there
is less than a quorum present, a majority of those present may adjourn the
meeting from time to time.

SECTION 7. Organization. The Chairman of the Board or, in the absence of the
Chairman of the Board, the Chief Executive Officer shall preside at all meetings
of the Board of Directors. In the absence of the Chairman of the Board and the
Chief Executive Officer, a Chairman shall be elected from among the Directors
present. The Secretary of the Corporation shall act as secretary of all meetings
of the directors. In the absence of the Secretary of the Corporation, the
Chairman may appoint any person to act as secretary of the meeting.

SECTION 8. Committees. The Board of Directors may 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 a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members 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 a resolution of the Board, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and the 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 power or authority in reference to (i)
approving or adopting, or recommending to the stockholders, any action or matter
expressly required by law to be submitted to stockholders for approval, or (ii)
adopting, amending or repealing these By-Laws.

Unless otherwise provided in the Certificate of Incorporation, in these By-Laws
or in the resolution of the Board of Directors designating a committee, a
committee may create one or more subcommittees, each subcommittee to consist of
one or more members of the committee, and delegate to the subcommittee any or
all of the powers and authority of the committee.

SECTION 9. Conference Telephone Meetings. Unless otherwise restricted by the
Certificate of Incorporation or by these By-Laws, the members of the Board of
Directors or any committee designated by the Board, may participate in a meeting
of the Board or such committee, as the case may be, by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation shall
constitute presence in person at such meeting.

SECTION 10. Consent of Directors or Committee in Lieu of Meeting. Unless
otherwise restricted by the Certificate of Incorporation or by 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 or by electronic transmission, and the writing or writings or the
electronic transmission or transmissions are filed with the minutes of
proceedings of the Board or committee, as the case may be.

SECTION 11. Chairman and Vice Chairmen of the Board. The Board of Directors may
elect a Chairman of the Board from among its members. The Chairman of the Board
shall preside at all meetings of the Board of Directors and shall have all
powers and shall perform all duties incident to the office of Chairman of the
Board which may be required by law and shall have such other powers and perform
such other duties as may from time to time be assigned by these By-Laws or by
the Board of Directors. The Board of Directors also may elect one or more
Vice-Chairmen to act in the place of the Chairman upon his or her absence or
inability to act.


                                   ARTICLE III
                                    OFFICERS

SECTION 1. Officers. The officers of the Corporation may include a Chairman of
the Board, one or more Vice Chairmen of the Board, a President, one or more Vice
Presidents, a Secretary, a Treasurer, and such additional officers, if any, as
shall be elected by the Board of Directors. Each officer shall hold office until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. Officers may, but need not, be directors. Unless the
Certificate of Incorporation otherwise provides, any number of offices may be
held by the same person.

All officers, agents and employees shall be subject to removal, with or without
cause, at any time by the Board of Directors. The removal of an officer without
cause shall be without prejudice to his or her contract rights, if any. The
election or appointment of an officer shall not of itself create contract
rights.

In addition to the powers and duties of the officers of the Corporation as set
forth in these By-Laws, the officers shall have such authority and shall perform
such duties as from time to time may be determined by the Board of Directors.

SECTION 2. Chief Executive Officer. The Board of Directors shall designate one
of the officers of the Corporation to be the Chief Executive Officer of the
Corporation. Subject to the control of the Board of Directors, the Chief
Executive Officer shall have general charge and control of all the business and
affairs of the Corporation and shall have all powers and shall perform all
duties incident to the position of Chief Executive Officer which may be required
by law and such other duties as are required by the Board of Directors. The
Chief Executive Officer shall make reports to the Board of Directors and to the
stockholders, and shall see that all orders and resolutions of the Board of
Directors and of any committee thereof are carried into effect. The Chief
Executive Officer shall preside at all meetings of the stockholders and shall
have such other powers and perform such other duties as may from time to time be
assigned by these By-Laws or by resolution of the Board of Directors.

SECTION 3. Chief Operating Officer. The Board of Directors may designate one of
the officers of the Corporation to be the Chief Operating Officer of the
Corporation. Subject to the control of the Board of Directors and the Chief
Executive Officer, the Chief Operating Officer shall have general charge and
control of all the operations of the Corporation and shall have all powers and
shall perform all duties incident to the position of Chief Operating Officer.
The Chief Operating Officer shall act in a general executive capacity and assist
the Chief Executive Officer in the administration and operation of the
Corporation's business and general supervision of its policies and affairs. The
Chief Operating Officer shall have such other powers and perform such other
duties as may from time to time be assigned by these By-Laws or by the Board of
Directors or the Chief Executive Officer.

SECTION 4. Chief Financial Officer. The Board of Directors may designate one of
the officers of the Corporation to be the Chief Financial Officer of the
Corporation. Subject to the control of the Board of Directors and the Chief
Executive Officer, the Chief Financial Officer shall have general charge and
control of the financial affairs of the Corporation and shall have all powers
and shall perform all duties incident to the position of Chief Financial
Officer. The Chief Financial Officer shall act in a general executive capacity
and assist the Chief Executive Officer in the administration and operation of
the Corporation's financial affairs. The Chief Financial Officer shall have such
other powers and perform such other duties as may from time to time be assigned
by these By-Laws or by the Board of Directors or the Chief Executive Officer.


SECTION 5. The President and Vice Presidents. The Board of Directors may elect a
President and one or more Vice Presidents of the Corporation. Subject to the
control of the Board of Directors and the Chief Executive Officer, the President
and each Vice President shall have all powers and shall perform all duties
incident to their respective offices which may be required by law and shall have
such other powers and perform such other duties as may from time to time be
assigned by these By-Laws or by the Board of Directors or the Chief Executive
Officer.

SECTION 6. The Secretary. The Board of Directors shall elect a Secretary of the
Corporation. The Secretary shall keep the minutes of all meetings of the Board
of Directors and the minutes of all meetings of the stockholders in books
provided for that purpose. The Secretary shall attend to the giving or serving
of all notices of the Corporation; shall have custody of the corporate seal of
the Corporation and shall affix the same to such documents and other papers as
the Board of Directors or the Chief Executive Officer shall authorize and
direct; shall have charge of the stock certificate books, transfer books and
stock ledgers and such other books and papers as the Board of Directors or the
Chief Executive Officer shall direct, all of which shall at all reasonable times
be open to the examination of any director, upon application, at the principal
place of business of the Corporation during normal business hours; and whenever
required by the Board of Directors or Chief Executive Officer shall render
statements of such accounts. The Secretary shall have all powers and shall
perform all duties incident to the office of Secretary and shall also have such
other powers and shall perform such other duties as may from time to time be
assigned by these By-Laws or by the Board of Directors or the Chief Executive
Officer.

SECTION 7. The Treasurer. The Board of Directors shall elect a Treasurer of the
Corporation who shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings
and shares. The books of account shall at all reasonable times during normal
business hours be open to inspection by any director. The Treasurer shall
deposit, or cause to be deposited, all money and other valuables in the name and
to the credit of the Corporation with such depositories as may be designated by
the Board of Directors. The Treasurer shall disburse, or cause to be disbursed,
the funds of the Corporation as may be ordered by the Board of Directors, the
Chief Executive Officer or the Chief Financial Officer. The Treasurer shall
render to the Board of Directors, to the Chief Executive Officer or to the Chief
Financial Officer, whenever requested, an account of all of his or her
transactions as treasurer and of the financial condition of the Corporation, and
the Treasurer shall have all powers and shall perform all duties incident to the
position of Treasurer which may be required by law and shall have such other
powers and perform such other duties as may from time to time be assigned by
these By-Laws or by the Board of Directors, the Chief Executive Officer or the
Chief Financial Officer.

SECTION 8. Additional Officers. The Board of Directors may from time to time
elect such other officers, including a Controller and one or more Assistant
Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may
deem advisable and such officers shall have such authority and shall perform
such duties as may from time to time be assigned to them by the Board of
Directors or the Chief Executive Officer.

The Board of Directors, the Chief Executive Officer or the Secretary of the
Corporation may from time to time delegate to any Assistant Secretary or
Assistant Secretaries any of the powers or duties assigned to the Secretary of
the Corporation; and the Board of Directors, the Chief Executive Officer or the
Chief Financial Officer may similarly delegate to the Treasurer, the Controller
or any Assistant Treasurer or Assistant Controller any of the powers or duties
assigned to the Chief Financial Officer.


SECTION 9. Giving of Bond by Officers. All officers of the Corporation, if
required to do so by the Board of Directors, shall furnish bonds to the
Corporation for the faithful performance of their duties, in such amounts and
with such conditions and security as the Board shall require.

SECTION 10. Voting Upon Securities. Unless otherwise ordered by the Board of
Directors, each of the Chairman of the Board, any Vice Chairman of the Board,
the President, any Vice President, the Secretary, the Treasurer, the Controller,
any Assistant Secretary, any Assistant Treasurer and any Assistant Controller
shall have full power and authority on behalf of the Corporation to give a
consent in writing or to attend and to act and to vote, or in the name of the
Corporation to execute proxies to vote, at any meeting of holders of interests
in any corporation, partnership, joint venture, limited liability company,
trust, employee benefit plan or other enterprise in which the Corporation may
hold an interest, and at any such meeting shall possess and may exercise, in
person or by proxy, any and all rights, powers and privileges incident to the
ownership of such interests. The Board of Directors may from time to time, by
resolution, confer like powers upon any other person or persons.

SECTION 11. Compensation of Officers. The officers of the Corporation shall be
entitled to receive such compensation for their services as shall from time to
time be determined by the Board of Directors.

                                   ARTICLE IV
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 1. Nature of Indemnity. 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, by reason of the fact that the person is or was or has agreed
to become a director or officer of the Corporation, or is or was serving or has
agreed at the request of the Corporation to serve as a director, officer,
partner, manager, trustee or in any other capacity for another corporation,
partnership, joint venture, limited liability company, trust, employee benefit
plan or other enterprise, or by reason of any action alleged to have been taken
or omitted in such capacity, and may indemnify any person who was or is a party
or is threatened to be made a party to such an action, suit or proceeding by
reason of the fact that he or she is or was or has agreed to become an employee
or agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of another corporation,
partnership, joint venture, limited liability company, trust, employee benefit
plan or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person or on his or her behalf in connection with such action, suit or
proceeding and any appeal therefrom, 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 any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful;
except that in the case of an action or suit by or in the right of the
Corporation to procure a judgment in its favor (1) such indemnification shall be
limited to expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit, and (2) 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 Delaware Court of Chancery 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 Delaware Court of Chancery or such other
court shall deem proper.


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 or she 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 or her
conduct was unlawful.

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

SECTION 3. Determination that Indemnification is Proper. Any indemnification of
a present or former director or officer of the Corporation under Section 1 of
this Article IV (unless ordered by a court) shall be made by the Corporation
unless a determination is made that indemnification of the person is not proper
in the circumstances because he or she has not met the applicable standard of
conduct set forth in Section 1. Any indemnification of a present or former
employee or agent of the Corporation under Section 1 (unless ordered by a court)
may be made by the Corporation upon a determination that indemnification of the
employee or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Section 1. Any such determination
shall be made with respect to a person who is a director or officer at the time
of the determination (1) by a majority vote of the directors who are not parties
to such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.

SECTION 4. Advance Payment of Expenses. Unless the Board of Directors otherwise
determines in a specific case, expenses (including attorneys' fees) incurred by
a person who is a director or officer at the time in defending a civil or
criminal administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the Corporation as authorized in this
Article IV. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the Corporation deems appropriate. The Board of
Directors may authorize the Corporation's legal counsel to represent a present
or former director, officer, employee or agent in any action, suit or
proceeding, whether or not the Corporation is a party to such action, suit or
proceeding.

SECTION 5. Survival; Preservation of Other Rights. The foregoing indemnification
provisions shall be deemed to be a contract between the Corporation and each
director, officer, employee and agent who serves in any such capacity at any
time while these provisions as well as the relevant provisions of the Delaware
General Corporation Law are in effect and any repeal or modification thereof
shall not affect any right or obligation then existing with respect to any state
of facts then or previously existing or any action, suit, or proceeding
previously or thereafter brought or threatened based in whole or in part upon
any such state of facts. Such a contract right may not be modified retroactively
without the consent of such director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this
Article IV shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
By-Law, agreement, insurance policy, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person. The Corporation may enter into an agreement with any of its directors,
officers, employees or agents providing for indemnification and advancement of
expenses, including attorneys fees, that may change, enhance, qualify or limit
any right to indemnification or advancement of expenses created by this
Article IV.


SECTION 6. Severability. If this Article IV or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each present or former director or
officer and may indemnify each employee or agent of the Corporation as to costs,
charges and expenses (including attorneys' fees), judgment, fines and amounts
paid in settlement with respect to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, including an action by or in
the right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article IV that shall not have been invalidated and to the
fullest extent permitted by applicable law.

SECTION 7. Subrogation. In the event of payment of indemnification to a person
described in Section 1 of this Article IV, the Corporation shall be subrogated
to the extent of such payment to any right of recovery such person may have and
such person, as a condition of receiving indemnification from the Corporation,
shall execute all documents and do all things that the Corporation may deem
necessary or desirable to perfect such right of recovery, including the
execution of such documents necessary to enable the Corporation effectively to
enforce any such recovery.

SECTION 8. No Duplication of Payments. The Corporation shall not be liable under
this Article IV to make any payment in connection with any claim made against a
person described in Section 1 of this Article IV to the extent such person has
otherwise received payment (under any insurance policy, By-Law, agreement or
otherwise) of the amounts otherwise payable as indemnity hereunder.

                                    ARTICLE V
                             STOCK-SEAL-FISCAL YEAR

SECTION 1. Stock Certificates. The shares of stock of the Corporation shall be
represented by certificates unless the Board of Directors provides, by
resolution, that some or all shares of any or all classes or series of stock
shall be uncertificated shares. Certificates for shares of stock of the
Corporation shall be in such form, not inconsistent with the Certificate of
Incorporation, as shall be approved by the Board of Directors. All certificates
shall be signed by the Chairman of the Board, the President or a Vice President
and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, and shall not be valid unless so signed. Any such signature may be a
facsimile.

In case any officer or officers who shall have signed any such certificate or
certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation, removal or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates had not ceased
to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same
are issued. The name of the person owning the shares represented thereby with
the number of such shares and the date of issue thereof shall be entered on the
books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation
for transfer shall be canceled, and no new certificates shall be issued until
former certificates for the same number of shares have been surrendered and
canceled.


SECTION 2. Lost, Stolen or Destroyed Certificates. Whenever a person owning a
certificate for shares of stock of the Corporation alleges that it has been
lost, stolen or destroyed, he or she shall file in the office of the Corporation
an affidavit setting forth, to the best of his or her knowledge and belief, the
time, place and circumstances of the loss, theft or destruction, and, if
required by the Corporation, a bond of indemnity or other indemnification
sufficient, in the opinion of the Corporation, to indemnify the Corporation and
its agents against any claim that may be made against it or them on account of
the alleged loss, theft or destruction of any such certificate or the issuance
of a new certificate in replacement therefor. Thereupon the Corporation may
cause to be issued to such person a new certificate in replacement for the
certificate alleged to have been lost, stolen or destroyed. Upon the stub of
every new certificate so issued shall be noted the fact of such issue and the
number, date and the name of the registered owner of the lost, stolen or
destroyed certificate in lieu of which the new certificate is issued.

SECTION 3. Transfer of Shares. Shares of stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof, in person or
by his attorney duly authorized in writing, upon surrender and cancellation of
certificates for the number of shares of stock to be transferred, except as
provided in Section 2 of this Article V.

SECTION 4. Regulations. The Board of Directors shall have power and authority to
make such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of stock of the
Corporation.

SECTION 5. Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors shall have power to declare and pay
dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law.
Subject to the provisions of the Certificate of Incorporation, any dividends
declared upon the stock of the Corporation shall be payable on such date or
dates as the Board of Directors shall determine. If the date fixed for the
payment of any dividend shall in any year fall upon a legal holiday, then the
dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6. Corporate Seal. The Board of Directors shall provide a suitable seal,
containing the name of the Corporation, which seal shall be kept in the custody
of the Secretary. A duplicate of the seal may be kept and be used by the
Chairman of the Board, the President or any other officer of the Corporation
designated by the Board of Directors.

SECTION 7. Fiscal Year. The fiscal year of the Corporation shall be such fiscal
year as the Board of Directors from time to time by resolution shall determine.

                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

SECTION 1. Checks, Notes, Etc. All checks, drafts, bills of exchange,
acceptances, notes or other obligations or orders for the payment of money shall
be signed and, if so required by the Board of Directors, countersigned by such
officers of the Corporation and other persons as the Board of Directors from
time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders
for the payment of money made payable to the Corporation may be endorsed for
deposit to the credit of the Corporation with a duly authorized depository by
the Chairman of the Board, the President, any Vice President, the Treasurer, any
Assistant Secretary, the Controller, any Assistant Controller and such other
officers or persons, if any, as the Board of Directors from time to time may
designate.


SECTION 2. Loans. No loans and no renewals of any loans shall be contracted on
behalf of the Corporation except as authorized by the Board of Directors. When
authorized so to do, any officer or agent of the Corporation may effect loans
and advances for the Corporation from any bank, trust company or other
institution or from any firm, corporation or individual, and for such loans and
advances may make, execute and deliver promissory notes, bonds or other
evidences of indebtedness of the Corporation. When authorized so to do, any
officer or agent of the Corporation may pledge, hypothecate or transfer, as
security for the payment of any and all loans, advances, indebtedness and
liabilities of the Corporation, any and all stocks, securities and other
personal property at any time held by the Corporation, and to that end may
endorse, assign and deliver the same. Such authority may be general or confined
to specific instances.

SECTION 3. Contracts. Except as otherwise provided by law or in these By-Laws or
as otherwise directed by the Board of Directors, the Chairman of the Board, any
Vice Chairman of the Board, the President, any Vice President or the Treasurer
shall be authorized to execute and deliver, in the name and on behalf of the
Corporation, all agreements, bonds, contracts, deeds, mortgages, security
agreements and other instruments, either for the Corporation's own account or in
a fiduciary or other capacity, and the seal of the Corporation, if appropriate,
shall be affixed thereto by any of such officers or the Secretary or an
Assistant Secretary. The Board of Directors, the Chairman of the Board, any Vice
Chairman, the President or any Vice President designated by the Board of
Directors may authorize any other officer, employee or agent to execute and
deliver, in the name and on behalf of the Corporation, agreements, bonds,
contracts, deeds, mortgages, security agreements and other instruments, either
for the Corporation's own account or in a fiduciary or other capacity, and, if
appropriate, to affix the seal of the Corporation thereto. The grant of such
authority by the Board or any such officer may be general or confined to
specific instances.

SECTION 4. Waivers of Notice. Whenever any notice whatever is required to be
given by law, by the Certificate of Incorporation or by these By-Laws to any
person or persons, a waiver thereof in writing or by electronic transmission by
the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.

SECTION 5. Offices Outside of Delaware. Except as otherwise required by the laws
of the State of Delaware, the Corporation may have an office or offices and keep
its books, documents and papers outside of the State of Delaware at such place
or places as from time to time may be determined by the Board of Directors or
the Chief Executive Officer.

                                   ARTICLE VII
                                   AMENDMENTS

These By-Laws and any amendment thereof may be altered, amended or repealed, or
new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any
amendment thereof may be altered, amended or repealed or new By-Laws may be
adopted by the holders of not less than 66-2/3% of the outstanding stock of the
Corporation entitled to vote at any annual meeting or at any special meeting,
provided, in the case of any special meeting, that notice of such proposed
alteration, amendment, repeal or adoption is included in the notice of the
meeting.