Exhibit 3.2

                           AMENDED AND RESTATED BYLAWS

                                       of

                        DATA CONVERSION LABORATORY, INC.

                                    ARTICLE I

                                     OFFICES

         Section 1. Principal Office - The principal office of the Corporation
shall be located in the County of Queens as set forth in Article Fourth of its
Certificate of Incorporation or such other location, within or outside the State
of New York, as the Board of Directors may from time to time determine.

         Section 2. Additional Offices - The Corporation may have such
additional offices at such other place within or outside the State of New York
as the Board of Directors may from time to time determine or as the business of
the Corporation may require.

                                   ARTICLE II

                              SHAREHOLDERS' MEETING

         Section 1. Annual Meeting - An annual meeting of shareholders shall be
held each year on such date and at such time and place (either within or without
the State of New York) as shall be fixed by the Board of Directors and specified
in the notice of meeting for the purpose of electing directors and transacting
such other business as may properly be brought before the meeting.

         Section 2. Special Meeting - A special meeting of shareholders may be
called at any time by the President, the Chief Executive Officer, the Chairman,
or by a majority of the Board of Directors then in office. Special meetings
shall be held at such time and place (either within or without the State of New
York) as shall be specified in the notice thereof. Business transacted at any
special meeting of shareholders shall be confined to the purposes set forth in
the notice thereof.

         Section 3. Notice of Meetings - Written notice of the time, place and
purpose of every meeting of shareholders (and, if other than an annual meeting,
indicating the person or persons at whose discretion the meeting is being
convoked), shall be given by the President, a Vice President or by the Secretary
to each shareholder of record entitled to vote at such meeting and to each
shareholder who, by reason of any action proposed at such meeting, would be
entitled to have his stock appraised if such action were taken, not less than
ten nor more than sixty days prior to the date set for the meeting, by any means
permitted under the New York Business Corporation Law. The record date for
determining the shareholders entitled to such notice shall be determined by the
Board of Directors in accordance with Section 6 of ARTICLE SIXTH of these
Bylaws.

         If the directors shall adopt, amend or repeal a bylaw regulating an
impending election of directors, the notice of the next meeting of shareholders
for the election of directors shall set forth the bylaw so adopted, amended or
repealed together with a concise statement of the changes made as required by
Section 601(b) of the Business Corporation Law. If any action is proposed to be
taken which would, if taken, entitle shareholders to receive payment for their
shares, the notice of meeting shall include a statement to such effect.



         A written or electronic waiver of notice signed or, if electronic,
authorized by the person or persons entitled to such notice, whether before or
after the time of the meeting stated therein, shall be deemed equivalent to the
giving of such notice. The attendance by a shareholder at a meeting either in
person or by proxy without protesting the lack of notice thereof shall
constitute a waiver of notice of such shareholder.

         All notice given with respect to an original meeting shall extend to
any and all adjournments thereof and such business as might have been transacted
at the original meeting may be transacted at any adjournment thereof; no notice
of any adjourned meeting need be given if an announcement of the time and place
of the adjourned meeting is made at the original meeting.

         Section 4. Quorum - Except as otherwise provided by statute or the
Certificate of Incorporation, the holders of such number of shares of stock
representing a majority of the votes represented by all shares of stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall be requisite and shall constitute a quorum at all meetings of
shareholders for the transaction of business. If, however, a quorum shall not be
present or represented at any meeting of shareholders, the shareholders entitled
to vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. When a quorum is once present to organize a meeting, such quorum is
not deemed broken by the subsequent withdrawal of any shareholders.

         Section 5. Voting - If a quorum is present, the affirmative vote of
such number of shares of stock representing a majority of the votes of all
shares of stock represented at the meeting shall be the act of the shareholders,
unless the vote of a greater or lesser number of shares of stock is required by
law or the Certificate of Incorporation.

         Section 6. Proxies - Every shareholder entitled to vote at any meeting
on the date fixed as the record date for said meeting may vote in person or by
proxy. Every proxy must be signed by the shareholder entitled to vote or by his
duly authorized attorney-in-fact and shall be valid only if filed with the
Secretary of the Corporation or with the Secretary of the meeting prior to the
commencement of voting on the matter in regard to which said proxy is to be
voted. No proxy shall be valid after the expiration of eleven months from the
date of its execution unless otherwise expressly provided in the proxy. Every
proxy shall be revocable at the pleasure of the person executing it except as
otherwise provided by Section 609 of the Business Corporation Law. Unless the
proxy by its terms provides for a specific revocation date and except as
otherwise provided by statute, revocation of a proxy shall not be effective
unless and until such revocation is executed in writing by the shareholder who
executed such proxy and the revocation is filed with the Secretary of the
Corporation or with the Secretary of the Meeting prior to the voting of the
proxy.

         Section 7. List of Shareholders - A list of shareholders as of the
record date, certified by the Secretary of the Corporation or by a transfer
agent appointed by the Board of Directors shall be prepared for every meeting of
shareholders and shall be produced by the Secretary or some other officer of the
Corporation thereat.

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         Section 8. Inspectors at Meetings - In advance of any shareholders'
meeting, the Board of Directors may appoint one or more inspectors to act at the
meeting or at any adjournment thereof and if not so appointed the person
presiding at any such meeting may, and at the request of any shareholder
entitled to vote thereat shall, appoint one or more inspectors. Each inspector,
before entering upon the discharge of his duties as set forth in Section 611 of
the Business Corporation Law, 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.

         Section 9. Conduct of Meeting - All meetings of shareholders shall be
presided over by the President, or if he is not present, by a Vice President, or
if neither the President nor any Vice President is present, by a chairman
thereby chosen by the shareholders at the meeting. The Secretary of the
Corporation, or in his absence, an Assistant Secretary, shall act as secretary
of every meeting but if neither the Secretary nor the Assistant Secretary is
present, the chairman of the meeting shall appoint any person present to act as
secretary of the meeting.

         Section 10. Shareholders Action Without Meeting - Any action required
or permitted to be taken at a meeting of the shareholders of the Corporation may
be taken without a meeting, without prior notice, and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take such action at a meeting at
which the holders of all shares entitled to vote on the action were present and
voted. Prompt notice of the taking of any action by shareholders without a
meeting by less than unanimous written consent shall be given to those
shareholders who did not consent in writing to the action.

                                  ARTICLE III

                               BOARD OF DIRECTORS

         Section 1. Function and Definition - The business and affairs of the
Corporation shall be managed by, or under the direction of, its Board of
Directors who may exercise all the powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders.

         Section 2. Number and Qualification - The number of directors
constituting the entire Board shall be not less than one nor more than fifteen,
as may be fixed by resolution of the Board of Directors or by the shareholders
entitled to vote for the election of directors, provided that any such action of
the Board shall require the vote of a majority of the entire Board then in
effect. The phrase "entire Board" as used herein means the total number of
directors that the Corporation would have if there were no vacancies. The term
of any incumbent director shall not be shortened by any action by the Board of
Directors or by the shareholders, fixing the number of directors.

         Each director shall be at least twenty-one years of age. A director
need not be a shareholder, a citizen of the United States or a resident of the
State of New York.

         Section 3. Election Term and Vacancies - Except as otherwise provided
in this Section, all directors shall be elected at the annual meeting of
shareholders and all directors who are so elected or who are elected in the
interim to fill vacancies and newly created directorships, shall hold office
until the next annual meeting of shareholders and until their respective
successors have been elected and qualified.

                                       3


         In the interim between annual meetings of shareholders, newly-created
directorships resulting from an increase in the number of directors or from
vacancies occurring in the Board may be filled by the vote of a majority of the
directors, then remaining in office, although less than a quorum may exist.

         Section 4. Removal - A director may be removed from office only for
cause by the affirmative vote of holders of at least a majority of the
authorized and issued shares of the capital stock of the Corporation.

         Section 5. Meetings - The annual meeting of the Board of Directors for
the election of officers and the transaction of such other business as may come
before the meeting, shall be held, without notice, immediately following the
annual meeting of shareholders, at the same place at which such shareholders'
meeting is held.

         Regular meetings of the Board of Directors shall be held at such time
and place, within or outside the State of New York, as may be fixed by
resolution of the Board.

         Special meetings of the Board of Directors may be called by the
President, by the Chairman of the Board or by the President upon the written
request of a majority of the directors then in office.

         Section 6. Notice of Meetings - No notice shall be required for regular
meetings for which the time and place have been fixed. Written, oral, or any
other mode of notice including by fax or electronically, of the time and place,
shall be given for special meetings no later than three (3) hours prior to the
meeting. Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the directors need be specified in any
written waiver of notice.

         Section 7. Conduct of Meetings - The Chairman of the Board, if present,
shall preside at all meetings of directors. At all meetings at which the
Chairman of the Board is not present, the President, if a director, shall
preside. At all meetings at which neither the Chairman of the Board nor the
President are present, any other director chosen by the Board shall preside.

         Section 8. Quorum, Adjournment, Voting - Except as otherwise provided
by the Certificate of Incorporation, a majority of the entire Board shall be
requisite and shall constitute a quorum at all meetings of the Board of
Directors for the transaction of business. Where a vacancy or vacancies prevents
such majority, a majority of the directors then in office shall constitute a
quorum.


         A majority of the directors present at any meeting, whether or not a
quorum is present, may adjourn the meeting to another time and place without
further notice other than an announcement at the meeting.


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         Except as otherwise provided by the Certificate of Incorporation, when
a quorum is present at any meeting, a majority of the directors present shall
decide any questions brought before such meeting and the act of such majority
shall be the act of the Board.

         Section 9. Action Without Meeting - Any action required or permitted to
be taken by the Board of Directors or of any committee thereof may be taken
without a meeting if all members of the Board of Directors or of any committee
thereof consent in writing to the adoption of a resolution authorizing the
action.

         Any one or more members of the Board of Directors or of any committee
thereof may participate in a meeting of said Board or of any such committee by
means of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time, and
participation by such means shall constitute presence in person at the meeting.

         Section 10. Compensation of Directors - Directors may receive a fixed
sum and expenses of attendance for attendance at any meeting of the Board of
Directors or of any committee thereof and/or such other compensation as the
Board of Directors, from time to time, determines. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving reasonable compensation therefor.

         Section 11. Committees - The Board of Directors, by resolution of a
majority of the entire Board, may designate from among its members one or more
committees, each consisting of one or more directors, and each of which, to the
extent provided in such resolution, shall have all the authority of the Board
except that no such committee shall have authority as to any of the following
matters:

         (a)      the submission to shareholders of any action as to which
                  shareholders' authorization or approval is required by
                  statute, the Certificate of Incorporation or by these Bylaws;

         (b)      the filing of vacancies in the Board of Directors or in any
                  committee thereof;

         (c)      the fixing of compensation of the directors for serving on the
                  Board or on any committee thereof;

         (d)      the amendment or repeal of these Bylaws or the adoption of new
                  Bylaws; and

         (e)      the amendment or repeal of any resolution of the Board of
                  Directors which by its terms shall not be so amendable or
                  repealable.

         The Board may designate one or more directors as alternate members of
any such committee who may replace any absent member or members at any meeting
of such committee.

         Each such committee shall serve at the pleasure of the Board. The Board
of Directors shall have the power at any time to fill vacancies in, to change
the membership of, or to discharge any such committee. Committees shall keep
minutes of their proceedings and shall report the same to the Board of Directors
at the meeting of the Board next succeeding, and any action by the committee
shall be subject to revision and alteration by the Board of Directors, provided
that no rights of a third party shall be affected in any such revision or
alteration.



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                                   ARTICLE IV

                                    OFFICERS

         Section 1. Executive Officers - The officers of the Corporation shall
include a President, one or more Vice Presidents, a Treasurer and a Secretary
and such Assistant Treasurers and Assistant Secretaries and other officers as
the Board of Directors may determine. Any two or more offices may be held by the
same person, except the offices of President and Secretary, unless all of the
issued and outstanding shares of capital stock of the Corporation are owned by
one person, in which event such person may hold all or any combination of
offices.

         Section 2. Election - The Executive Officers shall be appointed by the
Board of Directors and shall hold office until removed in accordance with
Section 3 of this Article IV.

         Section 3. Removal - Any officer may be removed from office by the
Board at any time with or without cause subject to his or her employment
agreement with the Corporation, if such exists.

         Section 4. Delegation of Powers - The Board of Directors may from time
to time delegate the power or duties of any officer of the Corporation, in the
event of his absence or failure to act otherwise, to any other officer or
director or person whom they may select.

         Section 5. Compensation - The compensation of each officer shall be
such as the Board of Directors may from time to time determine.

         Section 6. Chief Executive Officer - The Board of Directors shall
designate the President as the Chief Executive Officer of the Corporation who
shall have general charge of the business and affairs of the Corporation,
subject, however, to the right of the Board of Directors to confer specified
powers on officers and subject generally to the direction of the Board.

         Unless otherwise ordered by the Board of Directors, the Chief Executive
Officer, or in the event of his inability to act, any other officer designated
by the Board, shall have full power and authority on behalf of the Corporation
to attend and to act and to vote at any meetings of security holders of
corporations in which the Corporation may hold securities, and at such meetings
shall possess and may exercise any and all rights and powers incident to the
ownership of such securities, and which, as the owner thereof, the Corporation
might have possessed and exercised, if present. The Board of Directors by
resolution from time to time may confer like powers upon any other person or
persons.

         Section 7. President - The President, if not designated as Chief
Executive Officer, shall have such duties as the Board may prescribe.

         Section 8. Vice President - A Vice President shall have such powers and
perform such duties as the Board of Directors may from time to time prescribe.
In the absence or inability of the President to perform his duties or exercise
his powers, the Vice President or, if there be more than one, a Vice President
designated by the Board, shall exercise the powers and perform the duties of the
President subject to the direction of the Board of Directors.

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         Section 9. Secretary - The Secretary shall keep the minutes of all
meetings and record all votes of shareholders, the Board of Directors and
committees in a book to be kept for that purpose. He shall give or cause to be
given any required notice of meetings of shareholders, the Board of Directors or
any committee, and shall be responsible for preparing or obtaining from a
transfer agent appointed by the Board, the list of shareholders required by
Article II, Section 7 thereof. He shall be the custodian of the seal of the
Corporation and shall affix or cause to be affixed the seal to any instrument
requiring it and attest the same and exercise the powers and perform the duties
incident to the office of Secretary subject to the direction of the Board of
Directors.

         Section 10. Treasurer - Subject to the direction of the Board of
Directors, the Treasurer shall have charge of the general supervision of the
funds and securities of the Corporation and the books of account of the
Corporation and shall exercise the powers and perform the duties incident to the
office of the Treasurer. If required by the Board of Directors, he shall give to
the Corporation a bond in such sum and with such sureties as may be satisfactory
to the Board of Directors for the faithful discharge of his duties.

         Section 11. Other Officers - All other officers, if any, shall have
such authority and shall perform such duties as may be specified from time to
time by the Board of Directors.

                                    ARTICLE V

                                  RESIGNATIONS

         Any director or officer of the Corporation or any member of any
committee of the Board of Directors of the Corporation, may resign at any time
by giving written notice to the Board of Directors, the President or the
Secretary. Any such resignation shall take effect at the time specified therein
or, if the time is not specified therein, upon the receipt thereof, irrespective
of whether any such resignation shall have been accepted.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

         Section 1. Form of Certificates - Each shareholder shall be entitled to
a certificate or certificates in such form as prescribed by the Business
Corporation Law and by any other applicable statutes, which Certificate shall
represent and certify the number, kind and class of shares owned by him in the
Corporation. The Certificates shall be numbered and registered in the order in
which they are issued and upon issuance the name in which each Certificate has
been issued together with the number of shares represented thereby and the date
of issuance shall be entered in the stock book of the Corporation by the
Secretary or by the transfer agent of the Corporation. Each certificate shall be
signed by the President or a Vice President and countersigned by the Secretary
or Assistant Secretary and shall be sealed with the Corporate Seal or a
facsimile thereof. The signature of the officers upon a certificate may also be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation itself or an employee of the
Corporation. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before the
certificate is issued, such certificate may be issued by the Corporation with
the same effect as if the officer had not ceased to be such at the time of its
issue.

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         Section 2. Consideration - A certificate representing shares shall not
be issued until the full amount of consideration therefor has been paid to the
Corporation, except if otherwise permitted by Section 504 of the Business
Corporation Law.

         Section 3. Lost Certificates - The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation, alleged to have been lost,
mutilated, stolen or destroyed, upon the making of an affidavit of that fact by
the person so claiming and upon delivery to the Corporation, if the Board of
Directors shall so require, of a bond in such form and with such surety or
sureties as the Board may direct, sufficient in amount to indemnify the
Corporation and its transfer agent against any claim which may be made against
it or them on account of the alleged loss, destruction, theft or mutilation of
any such certificate or the issuance of any such new certificate.

         Section 4. Fractional Share Interests - The Corporation may issue
certificates for fractions of a share where necessary to effect transactions
authorized by the Business Corporation Law; or it may pay in cash the fair
market value of fractions of a share as of the time when those entitled to
receive such fractions are determined; or it may issue scrip in registered or
bearer form over the manual or facsimile signature of an officer of the
Corporation or of its agent, exchangeable as therein provided for full shares,
but such scrip shall not entitle the holder to any rights of a shareholder
except as therein provided.

         Section 5. Share Transfers - Upon compliance with provisions
restricting the transferability of shares, if any, transfers of shares of the
Corporation shall be made only on the share record of the Corporation by the
registered holder thereof, or by his duly authorized attorney, upon the
surrender of the certificate or certificates for such shares properly endorsed
with payment of all taxes thereon.

         Section 6. Record Date for Shareholders - For the purpose of
determining the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent or dissent from
any proposal without a meeting, or for the purpose of determining the
shareholders entitled to receive payment of any dividend or the allotment of any
rights, or for the purpose of any other action, the Board of Directors may fix,
in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than sixty nor less than ten days
before the date of any meeting nor more than sixty days prior to any action
taken without a meeting, the payment of any dividend or the allotment of any
rights, or any other action. When a determination of shareholders of record
entitled to notice of or to vote at any meeting of shareholders has been made as
provided in this Section, such determination shall apply to any adjournment
thereof, unless the Board fixes a new record date under this Section for the
adjourned meeting.

         Section 7. Shareholders of Record - The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other person whether
or not it shall have express or other notice thereof, except as otherwise
provided by the laws of the State of New York.

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                                   ARTICLE VII

                                    DIVIDENDS

         Section 1. General - Subject to the provisions of the Certificate of
Incorporation relating thereto, if any, dividends may be declared by the Board
of Directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in shares of the capital stock or in the Corporation's bonds or
its property, including the shares or bonds of other corporations subject to any
provisions of law and of the Certificate of Incorporation.

         Section 2. Reserves - Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                  ARTICLE VIII

                                     NOTICES

         Section 1. Statutory Notices - The Board of Directors may appoint the
Treasurer or any other officer of the Corporation to cause to be prepared and
furnished to shareholders entitled thereto any special financial notice and/or
statement which may be required by Sections 510, 511, 515, 516, 517, 519 and 520
of the Business Corporation Law or by any other applicable statute.

         Section 2. Waiver - Whenever any notice of a meeting is required to be
given under the provisions of the statutes or under the provisions of the
Certificate of Incorporation or these By Laws, a waiver thereof in writing
signed by the person or persons entitled to such notice, or electronically
authorized by the person entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                   FISCAL YEAR

         The fiscal year of the Corporation shall be fixed, and shall be subject
to change from time to time, by the Board of Directors.

                                    ARTICLE X

                                 CORPORATE SEAL

         The Corporate seal shall have inscribed thereon the name of the
Corporation, the year of its incorporation and the words "Corporate Seal" and
"New York" and shall be in such form and contain such other words and/or figures
as the Board of Directors shall determine. The Corporate seal may be used by
printing, engraving, lithographing, stamping or otherwise making, placing or
affixing, or causing to be printed, engraved, lithographed, stamped or otherwise
made, placed or affixed, upon any paper or document, by any process whatsoever,
an impression, facsimile or other reproduction of said Corporate seal.



                                       9


                                   ARTICLE XI

                                BOOKS AND RECORDS

         Section 1. Books of Account - There shall be maintained at the
principal office of the Corporation books of account of all the Corporation's
business and transactions.

         Section 2. Checks - All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         Section 3. Stock Ledger - There shall be maintained at the principal
office of the corporation or at the office of the Corporation's transfer agent a
record containing the names and addresses of all shareholders, the number and
class of shares held by such and the dates when they respectively became the
owners of record thereof.

                                   ARTICLE XII

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              EMPLOYEES AND AGENTS

         Any person made or threatened to be made a party to an action or
proceeding, whether civil or criminal, by reason of the fact that he, his
testator or intestate, then is or was a director, officer, employee or agent of
the Corporation, or then serves or has served any other corporation in any
capacity at the request of the Corporation, shall be indemnified by the
Corporation against reasonable expenses, judgments, fines and amounts actually
and necessarily incurred in connection with the defense of such action or
proceeding or in connection with an appeal therein, to the fullest extent
permissible by the laws of the State of New York. Such right of indemnification
shall not be deemed exclusive of any other rights to which such person may be
entitled.

                                  ARTICLE XIII

                                   AMENDMENTS

         These bylaws may be amended or repealed or new bylaws may be adopted at
any regular or special meeting of shareholders at which a quorum is present or
represented, by the vote of the holders of shares entitled to vote in the
election of any directors, provided notice of the proposed alteration, amendment
or repeal be contained in the notice of such meeting. These bylaws may also be
amended or repealed or new bylaws may be adopted by the affirmative vote of a
majority of the Board of Directors at any regular or special meeting of the
Board. If any bylaw regulating an impending election of directors is adopted,
amended or repealed by the Board, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors the bylaw so adopted,
amended or repealed, together with precise statement of the changes made. Bylaws
adopted by the Board of Directors may be amended or repealed by the
shareholders.




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