Exhibit No. 3.2


                          NAPCO SECURITY SYSTEMS, INC.

                                     BY-LAWS

                 Amended and Restated Effective December 4, 2007


                                    ARTICLE 1

                             MEETING OF STOCKHOLDERS

     Section 1. Annual Meeting. The annual meeting of the stockholders of NAPCO
SECURITY SYSTEMS, INC. (the "Corporation") for the election of directors and for
the transaction of such other business as may come before the meeting shall be
held at 10:00 a.m. on the fourth Wednesday in November in each year or at such
other hour or on such other day within five months after the end of each fiscal
year of the Corporation as the Board of Directors of the Corporation (the
"Board") may order or at such other time as the Board may determine.

     Section 2. Special Meetings. Special meetings of the stockholders, unless
otherwise prescribed by statute, may be called at any time by the Board, the
Chairman of the Board or the President.

     Section 3. Notice of Meetings. Notice of the place, date and time of the
holding of each annual and special meeting of the stockholders and the purpose
or purposes thereof shall be given personally or by mail in a postage prepaid
envelope to each stockholder entitled to vote at such meeting, not less than ten
nor more than fifty days before the date of such meeting. If mailed, it shall be
deposited in the mails within the above-mentioned period and directed to such
stockholder at his address as it appears on the records of the Corporation,
unless he shall have filed with the Secretary of the Corporation a written
request that notices to him be mailed to some other address, in which case it
shall be directed to him at such other address. Except as may otherwise be
required by applicable law, notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend such meeting in person
or by proxy and shall not, at the beginning of such meeting, object to the
transaction of any business because the meeting is not lawfully called or
convened, or who shall, either before or after the meeting, submit a signed
waiver of notice, in person or by proxy. In the case of an adjourned meeting,
unless the Board shall fix after the adjournment a new record date, notice of
such adjourned meeting need not be given if the time and place to which the
meeting shall be adjourned were announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Corporation may transact any
business which might have been transacted at the original meeting. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

     Section 4. Place of Meetings. Meetings of the stockholders may be held at
such place, within or without the State of Delaware, as the Board or the officer
calling the same shall specify in the notice of such meeting, or in a duly
executed waiver of notice thereof.



     Section 5. Quorum. At all meetings of the stockholders, the holders of a
majority of the shares of stock of the Corporation issued and outstanding and
entitled to vote shall be present in person or by proxy to constitute a quorum
for the transaction of any business, except as otherwise provided by statute or
in the Certificate of Incorporation and except when stockholders are required to
vote by class, in which event a majority of the issued and outstanding shares of
the appropriate class shall be present in person or by proxy. In the absence of
a quorum, the holders of a majority of the shares of stock present in person or
by proxy and entitled to vote, or if no stockholder entitled to vote is present,
then any officer of the Corporation, may adjourn the meeting from time to time.
At any such adjourned meeting at which a quorum may be present, any business may
be transacted which might have been transacted at the meeting as originally
called.

     Section 6. Organization. At each meeting of the stockholders, the Chairman
of the Board or the President, or in their absence of inability to act, a Vice
President, or in the absence of any Vice President, any person chosen by a
majority of those stockholders present shall act as chairman of the meeting. The
Secretary, or, in his absence or inability to act, the Assistant Secretary or
any person appointed by the chairman of the meeting, shall act as secretary of
the meeting and keep the minutes thereof.

     Section 7. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.

     Section 8. Voting. Except as otherwise provided by statute, the Certificate
of Incorporation or any certificate duly filed in the State of Delaware pursuant
to Section 151 of the Delaware General Corporation Law, each holder of record of
shares of stock of the Corporation having voter power shall be entitled to one
vote for every share of such stock standing in his name on the record of
stockholders of the Corporation on the date fixed by the Board as the record
date for the determination of the stockholders who shall be entitled to notice
of and to vote at such meeting; or if such record date shall not have been so
fixed, then at the close of business on the day next prevailing the day on which
notice thereof shall be given, or if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held. Each stockholder
entitled to vote at any meeting of stockholders may authorize another person or
persons to act for him by a proxy signed by such stockholder or his
attorney-in-fact. Any such proxy shall be delivered to the secretary of such
meeting at or prior to the time designated in the order of business for so
delivering such proxies. No proxy shall be valid after the expiration of three
years from the date thereof, unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the stockholder executing it, except in
those cases where an irrevocable proxy is permitted by law. Except as otherwise
provided by statute, these By-Laws or the Certificate of Incorporation, any
corporate action to be taken by vote of the stockholders shall be authorized by
a majority of the total votes, or when stockholders are required to vote by
class by a majority of the votes of the appropriate class, cast at a meeting of
stockholders by the holders of shares present in person or represented by proxy
and entitled to vote on such action. Unless required by statute, or determined
by the chairman of the meeting to be advisable, the vote on any question need
not be by written ballot. On a vote by written ballot, each ballot shall be
signed by the stockholder voting, or by his proxy, if there be such proxy, and
shall state the number of shares voted.

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     Section 9. List of Stockholders. The officer or duly authorized transfer
agent who has charge of the stock ledger of the Corporation shall prepare and
make, at least ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

     Section 10. Inspectors. The Board may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If the inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting may, and on the
request of any stockholder entitled to vote thereat shall appoint inspectors.
Each inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares outstanding and the voting power of each,
the number of shares represented at the meeting, the existence of a quorum, and
the validity and effect of proxies, and they shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the chairman of the
meeting or any stockholder entitled to vote thereat, the inspectors shall make a
report in writing of any challenge, request or matter determined by them and
shall execute a certificate of any fact found by them. No director or candidate
for the office of director shall act as inspector of an election of directors.
Inspectors may, but need not, be stockholders.

     Section 11. Conduct of Business.

     (a) The chairman of any meeting of stockholders shall determine the order
of business and the procedures at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him or her in order.
The date and time of the opening and closing of the polls for each matter upon
which the stockholders will vote at the meeting shall be announced at the
meeting by the chairman.

     (b) At any annual meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 11(b). For business to be
properly brought before an annual meeting by a stockholder, the business must
relate to a proper subject matter for stockholder action and the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered or mailed to
and received at the principal executive offices of the Corporation not less than
sixty (60) days prior to the date of the annual meeting; provided, however, that

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in the event that less than seventy (70) days' notice or prior public disclosure
of the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be received not later than the close of business
on the tenth (10th) day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter such
stockholder 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 stockholder proposing such
business; (iii) the class and number of shares of the Corporation's capital
stock that are beneficially owned by such stockholder; and (iv) any material
interest of such stockholder in such business. Notwithstanding anything in these
Bylaws to the contrary, no business shall be brought before or conducted at an
annual meeting except in accordance with the provisions of this Section 11(b).
The Chairman of the Corporation or other person presiding over the annual
meeting shall, if the facts so warrant, determine and declare to the meeting
that business was not properly brought before the meeting in accordance with the
provisions of this Section 11(b) and, if he or she should so determine, he or
she shall so declare to the meeting and any such business so determined to be
not properly brought before the meeting shall not be transacted.

     At any special meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting by or at the direction
of the Board of Directors.

     (c) Only persons who are nominated in accordance with the procedures set
forth in this Section shall be eligible for election as Directors. Nominations
of persons for election to the Board of Directors of the Corporation may be made
at a meeting of stockholders at which directors are to be elected only: (i) by
or at the direction of the Board of Directors, or (ii) by any stockholder of the
Corporation entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in this Section 11(c). Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made by timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered or mailed
to and received at the principal executive offices of the Corporation not less
than sixty (60) days prior to the date of the meeting; provided, however, that
in the event that less than seventy (70) days' notice or prior disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made. Such stockholder's notice
shall set forth: (i) as to each person whom such stockholder proposes to
nominate for election or re-election as a Director, all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); and (ii) as to the stockholder giving
the notice (x) the name and address, as they appear on the Corporation's books,
of such stockholder and (y) the class and number of shares of the Corporation's
capital stock that are beneficially owned by such stockholder. At the request of
the Board of Directors any person nominated by the Board of Directors for
election as a Director shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee. No person shall be eligible for election as a
Director of the Corporation unless nominated in accordance with the provisions
of this Section 11(c). The Chairman of the Corporation or other person presiding
at the meeting shall, if the facts so warrant, determine that a nomination was
not made in accordance with such provisions and, if he or she shall so
determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded.

                                      -4-


                                   ARTICLE II

                               BOARD OF DIRECTORS

     Section 1. General Powers. The business and affairs of the Corporation
shall be managed by the Board. The Board may exercise all such authority and
powers of the Corporation and do all such lawful acts and things as are not by
statute or the Certificate of Incorporation directed or required to be exercised
or done by the stockholders.

     Section 2. Number, Qualifications, Election and Term of Office. The number
and term of office of directors shall be as set forth in the Certificate of
Incorporation, as amended. All directors shall be of full age. Directors need
not be stockholders. Except as otherwise provided by statute, the Certificate of
Incorporation, or these By-Laws, the directors shall be elected at the annual
meeting of stockholders for the election of directors at which a quorum is
present and the persons receiving a plurality of the votes cast at such election
shall be elected.

     Section 3. Place of Meetings. Meetings of the Board may be held at such
place, within or without the State of Delaware, as the Board may from time to
time determine or as shall be specified in the notice or waiver of notice of
such meeting.

     Section 4. First Meeting. The Board shall meet for the purpose of
organization, the election of officers and the transaction of other business, as
soon as practicable after each annual meeting of the stockholders, on the same
day and at the same place where such annual meeting shall be held. Notice of
such meeting need not be given. Such meeting may be held at any other time or
place (within or without the State of Delaware) which shall be specified in a
notice thereof given as hereinafter provided in Section 7 of this Article II.

     Section 5. Regular Meetings. Regular meetings of the Board shall be held at
such time and place as the Board may from time to time determine. 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 held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board need not be given except as otherwise required
by statute or these By-Laws.

     Section 6. Special Meetings. Special meetings of the Board may be called by
two or more directors of the Corporation, by the Chairman of the Board or by the
President.

                                      -5-


     Section 7. Notice of Meetings. Notice of each special meeting of the Board
(and or each regular meeting for which notice shall be required) shall be given
by the Secretary as hereinafter provided in this Section 7, in which notice
shall be stated the time and place (within or without the State of Delaware) of
the meeting. Notice of each such meeting shall be delivered to each director
either personally or by telephone, telegraph, cable or wireless, at least
twenty-four hours before the time at which such meeting is to be held or by
first-class mail, postage prepaid, addressed to him at his residence, or usual
place of business, at least three days before the day on which such meeting is
to be held. Notice of any such meeting need not be given to any director who
shall, either before or after the meeting, submit a signed waiver of notice or
who shall attend such meeting without protesting, prior to or at its
commencement, the lack of notice to him. Except as otherwise specifically
required by these By-Laws, a notice or waiver of notice of any regular or
special meeting need not state the purposes of such meeting.

     Section 8. Quorum and Manner of Acting. A majority of the entire Board
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, and, except as otherwise
expressly required by statute or the Certificate of Incorporation, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board. In the absence of a quorum at any meeting of the
Board, a majority of the directors present thereat, or if no director be
present, the Secretary, may adjourn such meeting to another time and place, or
such meeting, unless it be the first meeting of the Board, need not be held. At
any adjourned meeting at which a quorum is present, any business may be
transacted at the meeting as originally called. Except as provided in Article
III of these By-Laws, the directors shall act only as a Board and the individual
directors shall have no power as such.

     Section 9. Organization. At each meeting of the Board, the Chairman of the
Board or the President (or, in their absence or inability to act, a director
chosen by a majority of the directors present) shall act as chairman of the
meeting and preside thereat. The Secretary (or, in his absence or inability to
act, any person appointed by the chairman) shall act as secretary of the meeting
and keep the minutes thereof.

     Section 10. Resignations. Any Director of the Corporation may resign at any
time by giving written notice of his resignation to the Board, the Chairman of
the Board, the President 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, immediately upon its receipt; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

     Section 11. Vacancies. Vacancies may be filled by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office as provided in the
Certificate of Incorporation of the Corporation. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than majority
of the whole Board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any holder or holders of at least ten
percent of the shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such vacancies or
newly created directorships, or to replace the directors chosen by the directors
then in office. Except as otherwise provided in the Certificate of Incorporation
of the Corporation or these By-Laws, when one or more directors shall resign
from the Board, effective at a future date, a majority of the directors then in
office, including those who have so resigned, 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 provided in this section in the filling of other vacancies.

                                      -6-


     Section 12. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of a majority of the issued and outstanding shares entitled to vote for
the election of directors of the Corporation given at a special meeting of the
stockholders - called and held for the purpose; and the vacancy in the Board
caused by any such removal may be filled by such stockholders at such meeting,
or, if the stockholders shall fail to fill such vacancy, as in these By-Laws
provided.

     Section 13. Compensation. The Board shall have authority to fix the
compensation, including fees and reimbursement of expenses; of directors for
services to the Corporation in any capacity, provided no such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

     Section 14. Action Without Meeting. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all members of the Board of committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

     Section 15. Action by Conference Telephone. Members of the Board or any
committee may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in such meeting may hear each other, and such
participation shall constitute presence in person at such meeting.


                                   ARTICLE III

                         EXECUTIVE AND OTHER COMMITTEES

     Section 1. Executive and Other Committees. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the

                                      -7-


extent provided in the resolution, shall have and may exercise the powers of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; provided, however, that no committee shall have power or authority
to amend the Certificate of Incorporation, adopt an agreement of merger or
consolidation, recommend to the stockholders a dissolution of the Corporation or
a revocation of a dissolution, or amend these By-Laws. No committee shall have
the power and authority to declare a dividend or authorize the issuance of stock
of the Corporation. Each committee shall keep written minutes of its proceedings
and shall report such minutes to the Board when required. All such proceedings
shall be subject to revision or alteration by the Board; provided, however, that
third parties shall not be prejudiced by such revision or alteration.

     Section 2. General. A majority of any committee may determine its action
and fix the time and place of its meetings, unless the Board shall otherwise
provide. Notice of such meetings shall be given to each member of the committee
in the manner provided for in Article II, Section 7. The Board shall have any
power at any time to fill vacancies in, to change the membership of, or to
dissolve any such committee. Nothing herein shall be deemed to prevent the Board
from appointing one or more committees consisting in whole or in part of persons
who are not directors of the Corporation; provided, however, that no such
committee shall have or exercise any authority of the Board.

     Section 3. Audit Committee. The Board of Directors may appoint from among
its members, an Audit Committee of not less than three members, and shall
designate one of such members as Chairman.

     The responsibilities of the Audit Committee shall be limited to the
following:

     (a) To recommend to the Board of Directors for engagement a firm of
independent certified public accountants, hereinafter called the "Firm", to
audit the accounts of the Corporation, and its subsidiaries for the year
regarding which the Firm is engaged.

     (b) To meet jointly and/or separately with the Chief Financial Officer of
the Corporation and the Firm before commencement of the audit (1) to discuss
evaluation by the Firm of the adequacy and effectiveness of the accounting
procedures and internal controls of the Corporation and its subsidiaries, (ii)
to approve the overall scope of the audit to be made and the fees to be charged,
and (iii) to inquire and discuss with the Firm recent Financial Accounting
Standards Board, Securities and Exchange Commission or other regulatory agency
pronouncements, if any, which might effect the Corporation's financial
statements.

     (c) The meet jointly and/or separately with the Chief Financial Officer and
the Firm at the conclusion of the audit; (i) to read and discuss the audited
financial statements of the Corporation, (ii) to discuss any significant
recommendations by the Firm for improvement of accounting systems and internal
controls of the Corporation, and (iii) to discuss the quality and depth of
staffing in the accounting and financial departments of the Corporation.

     (d) To meet and confer with such officers and employees of the Corporation
as the Audit Committee shall deem appropriate in connection with carrying out
the foregoing responsibilities.

                                      -8-


                                   ARTICLE IV

                                    OFFICERS

     Section 1. Number and Qualifications. The officers of the Corporation shall
include the Chairman of the Board, President, one or more Vice Presidents (one
or more of whom may be designated Executive Vice President or Senior Vice
President), the Treasurer, and the Secretary. Any two or more offices may be
held by the same person. Such officers shall be elected from time to time by the
Board, each to hold office until the meeting of the Board following the next
annual meeting of the stockholders, or until his successor shall have been duly
elected and shall have qualified, or until his death, or until he shall have
resigned, or have been removed, as hereinafter provided in these By-Laws. The
Board may from time to time elect, or the Chairman of the Board or the President
may appoint, such other officers (including one or more Assistant Vice
Presidents, Assistant Secretaries and Assistant Treasurers), and such agents, as
may be necessary or desirable for the business of the Corporation. Such other
officers and agents shall have such duties and shall hold their offices for such
terms as may be prescribed by the Board or by the appointing authority.

     Section 2. Resignations. Any officer of the Corporation may resign at any
time by giving written notice of his resignation to the Board, the Chairman of
the Board, the President, 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; immediately upon its receipt; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

     Section 3. Removal. Any officer or agent of the Corporation may be removed,
either with or without cause, at any time, by the vote of the majority of the
entire Board at any meeting of the Board or, except in the case of an officer or
agent elected or appointed by the Board, by the Chairman of the Board or the
President. Such removal shall be without prejudice of the contractual rights, if
any, of the person so removed.

     Section 4. Vacancies. A vacancy in any office, whether arising from death,
resignation, removal or any other cause, may be filled for the unexpired portion
of the term of the office which shall be vacant, in the manner prescribed in
these By-Laws for the regular election or appointment to such office.

     Section 5. Chairman of the Board. The Chairman of the Board shall be an
executive officer of the Corporation. He shall perform all duties incident to
the office of Chairman of the Board and such other duties as may from time to
time be assigned to him by the Board.

                                      -9-


     Section 6. The President. The President shall be an executive officer of
the Corporation. He shall perform all duties incident to the office of President
and such other duties as from time to time may be assigned to him by the Board.

     Section 7. Vice Presidents. Each Executive Vice President, each Senior Vice
President and each Vice President shall have such powers and perform all such
duties as from time to time may be assigned to him by the Chairman of the Board,
the President, or the Board of Directors.

     Section 8. The Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
establish and maintain internal accounting controls, and, in cooperation with
the independent public accountants selected by the Board, shall supervise
internal auditing.

     The Treasurer shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. The Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursement, and shall render to the Chairman of the Board,
the President and the Board of Directors, at regular meetings of the Board or
when the Board of Directors, the Chairman of the Board or the President so
requires, an account of all his transactions as Treasurer and of the financial
condition of the Corporation. He may delegate all or some of the above duties at
any time.

     Section 9. The Assistant Treasurer. The Assistant Treasurer or, if there
shall be more than one (1), the Assistant Treasurers in the order determined by
the Board of Directors (or if there be no such determination, then in the order
of their election), shall, in the absence of the Treasurer, or in the event of
his inability or refusal to act, perform the duties and exercise the power of
the Treasurer and shall perform such other duties and have such other powers as
the Board of Directors, the Chairman of the Board or the President may from time
to time prescribe.

     Section 10. The Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholder and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors, the Chairman of the Board or the President, under whose
supervision he shall be. The Secretary shall have custody of the corporate seal
of the Corporation and the Secretary or an Assistant Secretary shall have
authority to affix the seal to any instrument requiring it and when so affixed,
it may be attested by the signature of the Secretary or by the signature of such
Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing by
his signature. The Secretary shall also have the powers and duties of the
Treasurer if for any reason the Corporation has no Treasurer. He may delegate
all or some of the duties at any time.

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     Section 11. The Assistant Secretary. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries, in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

     Section 12. Officers' Bonds or Other Security. If required by the Board,
any officer of the Corporation shall give a bond or other security for the
faithful performance of his duties, in such amount and with such surety or
sureties as the Board may require.

     Section 13. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board; provided, however, that the Board may delegate to the Chairman of
the Board or the President the power to fix the compensation of officers and
agents appointed by the Chairman of the Board or the President, as the case may
be. An officer of the Corporation shall not be prevented from receiving
compensation by reason of the fact that he is also a director of the
Corporation, but any such officer who shall also be a director shall not have
any vote in the determination of the amount of compensation paid to him.


                                    ARTICLE V

                                 INDEMNIFICATION

     (a) To the extent not prohibited by law, the Corporation shall indemnify
any person who is or was made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding (a "Proceeding"),
whether civil, criminal, administrative or investigative, including, without
limitation, an action by or in the right of the Corporation to procure a
judgment in its favor, by reason of the fact that such person, or a person of
whom such person is the legal representative, is or was a Director or officer of
the Corporation, or is or was serving in any capacity at the request of the
Corporation for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are not Directors or officers of the Corporation may be similarly indemnified in
respect of service to the Corporation or to an Other Entity at the request of
the Corporation to the extent the Board at any time specifies that such persons
are entitled to the benefits of this Article V.

     (b) The Corporation shall, from time to time, reimburse or advance to any
Director or officer or other person entitled to indemnification hereunder the
funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that if required by the
Delaware General Corporation Law, such expenses incurred by or on behalf of any
Director of officer or other person may be paid in advance of the final
disposition of a Proceeding only upon receipt by the Corporation of an
undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.

                                      -11-


     (c) The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Article V shall not be deemed
exclusive of any other right to which a person seeking indemnification or
reimbursement or advancement of expenses may have or hereafter be entitled under
any statute, this Certificate of Incorporation, these By-laws of the
Corporation, any agreement, any 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.

     (d) The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Article V shall continue as
to a person who has ceased to be a Director or officer (or other person
indemnified hereunder) and shall inure to the benefit of the executors,
administrators, legatees and distributees of such person.


                                   ARTICLE VI

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     Section 1. Execution of Contracts. Except as otherwise required by statute,
the Certificate of Incorporation or these By-Laws, any contracts or other
instruments may be executed and delivered in the name and on behalf of the
Corporation by such officer or officers (including any assistant officer) of the
Corporation as the Board may from time to time direct. Such authority may be
general or confined to specific instances as the Board may determine. Unless
authorized by the Board or expressly permitted by these By-Laws, an officer or
agent or employee shall not have any power or authority to bind the Corporation
by any contract or engagement or to pledge its credit or to render it
pecuniarily liable for any purpose or to any amount.

     Section 2. Loans. Unless the Board shall otherwise determine, either (a)
the Chairman of the Board or the President, each singly, or (b) a Vice
President, together with the Treasurer, or Secretary, may effect loans and
advances at any time 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
certificates or evidences of indebtedness of the Corporation, but no officer or
officers shall mortgage, pledge, hypothecate or transfer any securities or other
property of the Corporation, except when authorized by the Board.

     Section 3. Checks, Drafts etc. All checks, drafts, bills of exchange or
other orders for the payment of money out of the funds of the Corporation, and
all notes or other evidences of indebtedness of the Corporation, shall be signed
in the name and on behalf of the Corporation by such persons and in such manner
as shall from time to time be authorized by the Board.

                                      -12-


     Section 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board may from time to time
designate or as may be designated by any officer of officers of the Corporation
to whom such power of designation may from time to time be 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 officer or agent of the Corporation, or in such
other manner as the Board may determine by resolution.

     Section 5. General and Special Bank Accounts. The Board may from time to
time authorize the opening and keeping of general and special bank accounts with
such banks, trust companies or other depositories as the Board may designate or
as may be designated by any officer or officers of the Corporation to whom such
power of designation may from time to time be delegated by the Board. The Board
may make such special rules and regulations with respect to such bank accounts,
not inconsistent with the provisions of these By-Laws, as it may deem expedient.

     Section 6. Proxies in Respect of Securities of Other Corporations. Unless
otherwise provided by resolution adopted by the Board, the Chairman of the
Board, the President, or a Vice President may, from time to time, in the name
and on behalf of the Corporation (a) cast the votes which the Corporation may be
entitled to cast as the holder of stock or other securities in any other
corporation any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporation, or consent in writing, in the name of the Corporation as such
holder, to any action by such other corporation, and execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises, and (b) appoint an attorney or attorneys or
agent or agents, of the Corporation, to take any of such actions and instruct
the person or persons so appointed as to the manner of casting such votes or
giving such consent.


                                   ARTICLE VII

                                  SHARES, ETC.

     Section 1. Stock Certificates. Shares of Capital Stock of the Corporation
may be certified or uncertified, as provided under the General Corporation Law
of the State of Delaware. Each stockholder, upon written request to the transfer
agent or registrar of the Corporation, shall be entitled to have a certificate,
in such form as shall from time to time be approved by the Board, certifying the
number of shares of stock of the Corporation owned by the stockholder. The
certificates representing shares of stock shall be signed in the name of the
Corporation 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 sealed with the seal of the Corporation (which seal may be a
facsimile, engraved or printed); provide, however, that where any such
certificate is countersigned by a transfer agent other than the Corporation or
its employee, or is registered by a registrar other than the Corporation or one
of its employees, any other signature on such certificates may be facsimiles,
engraved or printed. In case any officer, transfer agent or registrar who shall
have signed or whose facsimile signature has been placed upon such certificates
no longer holds such office, the shares may nevertheless be issued by the
Corporation with the same effect as if such officer were still in office at the
date of their issue.

                                      -13-


     Section 2. Books of Account and Record of Stockholders. The books and
records of the Corporation may be kept at such places, within or without the
State of Delaware as the Board may from time to time determine. The stock record
books and the blank stock certificate books shall be kept by the Secretary or by
any other officer or agent designated by the Board.

     Section 3. Transfers. Subject to any restrictions on transfer and unless
otherwise provided by the Board of Directors, shares of stock may be transferred
only on the books of the Corporation, if such shares are certificated, by the
surrender to the Corporation or its transfer agent of the certificate therefor
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, with transfer stamps (if necessary) affixed, or upon proper
instructions from the holder of uncertificated shares, in each case with such
proof of the authenticity of signature as the Corporation or its transfer agent
may reasonably require. Except as otherwise provided by law, the Corporation
shall be entitled to recognize the exclusive right of a person in whose name any
share or shares stand on the record of stockholders as the owner of such share
or shares for all purposes, including, without limitation, the rights to receive
dividends or other distributions, and to vote as such owner, and the Corporation
may hold any such stockholder of record liable for calls and assessments and the
Corporation shall not be bound to recognize any equitable or legal claim to or
interest in any such share or shares on the part of any other person whether or
not it shall have express or other notice thereof. Whenever any transfer of
shares shall be made for collateral security and not absolutely, and both the
transferor and transferee request the Corporation to do so, such fact shall be
stated in the entry of the transfer.

     Section 4. Regulations. The Board may make such additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation or uncertified shares. The Board may appoint, or
authorize any officer or officers to appoint, one or more transfer agents or one
or more transfer clerks and one or more registrars and may require all
certificates for shares of stock to bear the signature or signatures of any of
them.

     Section 5. Lost, Destroyed or Mutilated Certificates, Replacement of
Certificates. In case of the alleged loss, destruction or mutilation of a
certificate of stock, a duplicate certificate may be issued in place thereof,
upon such terms as the Board may prescribe, provided, however, that if such
shares have ceased to be certificated, a new certificate shall be issued only
upon written request to the transfer agent or registrar of the Corporation. The
Board may, in its discretion, require such owner or his legal representatives to
give to the Corporation a bond in such sum, limited or unlimited, and in such
form and with such surety or sureties as the Board in its absolute discretion
shall determine, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate, or the issuance of a new certificate. Anything herein to the
contrary notwithstanding, the Board, in its absolute discretion, may refuse to
issue any such new certificate, except pursuant to legal proceedings under the
laws of the State of Delaware.

                                      -14-


     Section 6. Stockholder's Right of Inspection. Any stockholder of record of
the Corporation 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 of business to inspect for any proper purpose the Corporation's stock
ledger, a list of its stockholders, and its other books and records, and to make
copies or extracts therefrom. A proper purpose shall mean a purpose reasonably
related to such person's interest as a stockholder. In every instance where an
attorney or other agent shall be the person who seeks the right to inspection,
the demand under oath shall be accompanied by a power of attorney or such other
writing which authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the Corporation at its
registered office in the State of Delaware or at its principal place of
business.

     Section 7. Fixing of 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 entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.


                                  ARTICLE VIII

                                     OFFICES

     Section 1. Registered Office. The registered office of the Corporation in
the State of Delaware shall be at No. 100 West Tenth Street, in the City of
Wilmington, in the County of New Castle. The name of the resident agent in
charge thereof shall be The Corporation Trust Company.

     Section 2. Other Offices. The Corporation may also have an office or
offices other than said registered office at such place or places, either within
or without the State of Delaware, as the Board shall from time to time determine
or the business of the Corporation may require.


                                   ARTICLE IX

                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by the Board.

                                      -15-


                                    ARTICLE X

                                      SEAL

     The Board shall provide a corporate seal, which shall be in the form of the
name of the Corporation, the year of its incorporation, and the words "Corporate
Seal, Delaware."


                                   ARTICLE XI

                                   AMENDMENTS

     Section 1. Amendments by Board of Directors. The Board of Directors is
expressly empowered to adopt, amend or repeal Bylaws of the Corporation. Any
adoption, amendment or repeal of Bylaws of the Corporation by the Board of
Directors shall require the approval of a majority of the total number of
authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any resolution providing for adoption,
amendment or repeal is presented to the Board).

     Section 2. Amendments by Stockholders. In addition to the right of the
Board of Directors, as provided in Section 11.1, above, to adopt, amend or
repeal Bylaws of the Corporation, the stockholders shall have power to adopt,
amend or repeal the Bylaws of the Corporation. In addition to any vote of the
holders of any class or series of stock of this Corporation required by law or
by the Certificate of Incorporation of the Corporation, the affirmative vote of
the holders of at least 80% of the voting power of all of the then outstanding
shares of the capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
adopt, amend or repeal any provisions of the bylaws of the Corporation.


                                      -16-