EXHIBIT 3.2.10

AMENDED AND RESTATED BYLAWS OF

SCI ENCLOSURES (DENTON) INC.

(initially adopted on November 25, 2002)

TABLE OF CONTENTS

PAGE
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1. Offices...................................................................................................... 1

1.1 Registered Office................................................................................... 1
1.2 Other Office........................................................................................ 1

2. Meetings of Shareholders..................................................................................... 1

2.1 Place of Meetings................................................................................... 1
2.2 Annual Meeting...................................................................................... 1
2.3 Special Meetings.................................................................................... 1
2.4 Notice and Waivers of Notice........................................................................ 1
2.5 Record Date......................................................................................... 2
2.6 Voting List......................................................................................... 2
2.7 Quorum of Shareholders.............................................................................. 2
2.8 Withdrawal of Quorum................................................................................ 3
2.9 Voting on Matters Other Than the Election of Directors.............................................. 3
2.10 Voting in the Election of Directors................................................................. 3
2.11 Method of Voting.................................................................................... 3
2.12 Action Without Meetings............................................................................. 3

3. Directors.................................................................................................... 4

3.1 Powers.............................................................................................. 4
3.2 Number; Qualifications.............................................................................. 4
3.3 Election............................................................................................ 4
3.4 Resignation......................................................................................... 4
3.5 Removal of Directors................................................................................ 4
3.6 Vacancies........................................................................................... 5

4. Meetings of the Board of Directors........................................................................... 5

4.1 Place............................................................................................... 5
4.2 Regular Meetings.................................................................................... 5
4.3 Special Meetings.................................................................................... 5
4.4 Notice and Waiver of Notice......................................................................... 5
4.5 Quorum of Directors................................................................................. 5
4.6 Action Without Meetings............................................................................. 6
4.7 Committees.......................................................................................... 6
4.8 Compensation........................................................................................ 7

5. Officers..................................................................................................... 7

5.1 Election, Number, Qualification, Term, Compensation................................................. 7
5.2 Removal............................................................................................. 7
5.3 Vacancies........................................................................................... 7
5.4 Authority........................................................................................... 7
5.5 Chairman of the Board............................................................................... 7

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TABLE OF CONTENTS
(CONTINUED)

PAGE
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5.6 Chief Executive Officer............................................................................. 7
5.7 President........................................................................................... 8
5.8 Vice-President...................................................................................... 8
5.9 Secretary........................................................................................... 8
5.10 Assistant Secretary................................................................................. 8
5.11 Chief Financial Officer............................................................................. 8
5.12 Assistant Treasurer... ............................................................................. 9

6. Certificates Representing Shares............................................................................. 9

6.1 Certificates........................................................................................ 9
6.2 Payment, Issuance................................................................................... 9
6.3 Lost, Stolen or Destroyed Certificates.............................................................. 9
6.4 Registration of Transfer............................................................................ 9
6.5 Registered Owner................................................................................... 10

7. Dividends................................................................................................... 10

7.1 Declaration and Payment............................................................................ 10
7.2 Reserves........................................................................................... 10

8. Protection of Officers, Directors and Employees............................................................. 10

8.1 Indemnification.................................................................................... 10
8.2 Indemnification for Reasonable Expenses............................................................ 11
8.3 Expenses Advanced.................................................................................. 11
8.4 Insurance.......................................................................................... 12
8.5 Officers, Employees and Agents..................................................................... 12
8.6 Other Protection and Indemnification............................................................... 12
8.7 Notice of Indemnification of or Advance of Expenses................................................ 12

9. General Provisions.......................................................................................... 12

9.1 Fiscal Year........................................................................................ 12
9.2 Seal............................................................................................... 12
9.3 Minutes............................................................................................ 12
9.4 Amendment.......................................................................................... 13
9.5 Notice............................................................................................. 13

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AMENDED AND RESTATED BYLAWS OF

SCI ENCLOSURES (DENTON) INC.

1. Offices

1.1 Registered Office. The registered office of the corporation
shall be fixed in the corporation's articles of incorporation.

1.2 Other Office. The corporation may also have offices at such
other places within or without the State of Texas as the Board of Directors may
from time to time determine or the business of the corporation may require.

2. Meetings of Shareholders

2.1 Place of Meetings. Meetings of shareholders shall be held at
any place, within or outside the State of Texas, designated by the Board of
Directors. In the absence of any such designation, shareholders' meetings shall
be held at the principal office of the corporation.

2.2 Annual Meeting. The annual meeting of shareholders for the
election of directors and such other business as may properly be brought before
the meeting shall be held at such place within or without the State of Texas and
at such date and time as shall be designated by the Board of Directors and
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

2.3 Special Meetings. Special meetings of the shareholders may be
called (a) by the Board of Directors, the chairman of the board, the chief
executive officer or the president (in the absence of a chief executive officer)
or (b) by the holders of at least 10% of all the shares entitled to vote at the
proposed meeting. The record date for determining shareholders entitled to call
a special meeting shall be the date the first shareholder signs the call and
notice of that meeting. Only business within the purpose or purposes described
in the notice of a special meeting of shareholders may be conducted at such
meeting.

2.4 Notice and Waivers of Notice.

(a) Written notice stating the place, date and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by mail, by or at
the direction of the president, the secretary, or the officer or persons calling
the meeting, to each shareholder entitled to vote at such meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail addressed to the shareholder at his address as it appears on the share
transfer records of the corporation.

(b) Notice may be waived in writing signed by the person or
persons entitled to such notice. Such waiver may be executed at any time before
or after the holding of such meeting. Attendance at a meeting shall constitute a
waiver of notice, except where the person attends for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called.

(c) Any notice required to be given to any shareholder, under any
provision of the Texas Business Corporation Act (the "TBCA") or the articles of
incorporation or Bylaws of the corporation, need not be given to a shareholder
if (1) notice of two consecutive annual meetings and all notices of meetings

held during the period between those annual meetings, if any, or (2) all (but in
no event less than two) payments (if sent by first class mail) of distributions
or interest on securities during a 12-month period have been mailed to that
person, addressed at his address as shown on the records of the corporation, and
have been returned undeliverable. Any action or meeting taken or held without
notice to such a person shall have the same force and effect as if the notice
had been duly given and, if the action taken by the corporation is reflected in
any articles or document filed with the Secretary of State, those articles or
that document may state that notice was duly given to all persons to whom notice
was required to be given. If such a person delivers to the corporation a written
notice setting forth his then current address, the requirement that notice be
given to that person shall be reinstated.

2.5 Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, the Board
of Directors may in advance establish a record date which must be at least ten
(10) nor more than sixty (60) days prior to such meeting. If the Board of
Directors fail to establish a record date, the record date shall be the date on
which notice of the meeting is mailed.

2.6 Voting List.

(a) The officer or agent having charge of the stock transfer books
for shares of the corporation shall make, at least ten days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten days prior to such meeting, shall be kept on file at the registered office
of the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer books or vote at any meeting of
shareholders.

(b) Failure to comply with the requirements of this section shall
not affect the validity of any action taken at such meeting.

(c) An officer or agent having charge of the stock transfer books
who shall fail to prepare the list of shareholders or keep the same on file for
a period of ten days, or produce and keep it open for inspection as provided in
this section, shall be liable to any shareholder suffering damage on account of
such failure, to the extent of such damage. In the event that such officer or
agent does not receive notice of a meeting of shareholders sufficiently in
advance of the date of such meeting reasonably to enable him to comply with the
duties prescribed by these Bylaws, the corporation, but not such officer or
agent shall be liable to any shareholder suffering damage on account of such
failure, to the extent of such damage.

2.7 Quorum of Shareholders. With respect to any matter, a quorum
shall be present at a meeting of shareholders if the holders of a majority of
the shares entitled to vote on that matter are represented at the meeting, in
person or by proxy, unless otherwise provided in the articles of incorporation
in accordance with the TBCA. Unless otherwise provided in the articles of
incorporation, the shareholders represented in person or by proxy at a meeting
of shareholders at which a quorum is not present may power to adjourn the
meeting until such time and to such place as may be determined by a vote of the
holders of a majority of the shares represented in person or by proxy at that
meeting.

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2.8 Withdrawal of Quorum. Unless otherwise provided in the
articles of incorporation, once a quorum is present at a meeting of
shareholders, the shareholders represented in person or by proxy at the meeting
may conduct such business as may properly be brought before the meeting until it
is adjourned, and the subsequent withdrawal from the meeting of any shareholder
or the refusal of any shareholder represented in person or by proxy to vote
shall not affect the presence of a quorum at the meeting.

2.9 Voting on Matters Other Than the Election of Directors. With
respect to any matter, other than the election of directors or a matter for
which the affirmative vote of the holders of a specified portion of the shares
entitled to vote is required by the TBCA, the affirmative vote of the holders of
a majority of the shares entitled to vote on that matter and represented in
person or by proxy at a meeting of shareholders at which a quorum is present
shall be the act of the shareholders, unless otherwise provided in the articles
of incorporation in accordance with the TBCA.

2.10 Voting in the Election of Directors. Unless otherwise provided
in the articles of incorporation, directors shall be elected by a plurality of
the votes cast by the holders of shares entitled to vote in the election of
directors at a meeting of shareholders at which a quorum is present.

2.11 Method of Voting.

(a) Unless otherwise provided in the articles of incorporation or
the TBCA, each outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders. Any
shareholder may vote either in person or by proxy executed in writing by the
shareholder. No proxy shall be valid after eleven (11) months from the date of
its execution, unless otherwise provided in the proxy.

(b) Every shareholder entitled to vote at such election shall have
the right (i) to vote the number of shares owned by him for as many persons as
there are directors to be elected and for whose election he has the right to
vote or (ii) unless cumulative voting is prohibited by the articles of
incorporation and subject to the TBCA, to cumulate his votes by giving one
candidate as many votes as the number of such directors multiplied by the number
of his shares shall equal, or by distributing such votes on the same principle
among any number of such candidates. Cumulative voting shall not be allowed in
an election of directors unless a shareholder who intends to cumulate his votes
shall have given written notice of his intention to the secretary of the
corporation on or before the day preceding the election at which such
shareholder intends to cumulate his votes. All shareholders entitled to vote
cumulatively may cumulate their votes if any shareholder gives the written
notice provided for herein.

2.12 Action Without Meetings.

(a) Any action required or which may be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all the shareholders entitled to
vote with respect to the subject matter thereof and such consent shall have the
same force and effect as a unanimous vote of the shareholders.

(b) To the extent so provided in the articles of incorporation,
any action required by law to be taken at any annual or special meeting of
shareholders, or any action that may be taken at any annual or special meeting
of shareholders, 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

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meeting at which the holders of all shares entitled to vote on the action were
present or represented and voted.

(c) Every written consent shall bear the date of signature of each
shareholder who signs the consent. No written consent shall be effective to take
the action that is the subject of the consent unless, within 60 days after the
date of the earliest dated consent delivered to the corporation in the manner
required by law, a consent or consents signed by the holder or holders of shares
having not less than the minimum number of votes that would be necessary to take
the action that is the subject of the consent delivered to the corporation by
delivery to its registered office, to its principal office or to an officer or
agent of the corporation having custody of the books in which proceedings of
meetings of shareholders are recorded. Delivery shall be by hand or certified or
registered mail, return receipt requested. Delivery to the corporation's
principal office shall be addressed to the President or the chief executive
officer of the corporation.

(d) A telegram, telex, cablegram, or similar transmission by a
shareholder, or a photographic, photostatic, facsimile, or similar reproduction
of a writing signed by a shareholder, shall be regarded as signed by the
shareholder for purposes of this section.

(e) 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.

3. Directors

3.1 Powers. The powers of the corporation shall be exercised by or
under authority of, and the business and affairs of the corporation and all
corporate powers shall be managed under the direction of the Board of Directors.

3.2 Number; Qualifications. The Board of Directors shall consist
of one or more members. The number of Directors is initially set at two (2), but
thereafter, the number thereof will be determined from time to time by
resolution of the Board of Directors. Directors need not be stockholders. No
reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.

3.3 Election. The directors shall be elected at the annual meeting
of the shareholders, and each director elected shall hold office until the next
succeeding annual meeting or until his successor shall have been elected and
qualified.

3.4 Resignation. Any director may resign at any time by giving
written notice to the president or secretary. Such resignation shall take effect
at the time specified in the notice, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

3.5 Removal of Directors.

(a) At any meeting of shareholders called expressly for the
purpose of removing a director, any director or the entire Board of Directors
may be removed, with or without cause, by a vote of the holders of a majority of
the shares then entitled to vote at an election of directors. Wherever the
holders of any class or series of shares entitled to elect one or more directors
by the provisions of the articles of incorporation, only the holders of shares
of that class or series shall be entitled to vote for or against the removal of
any director elected by the holders of that class or series.

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(b) Unless cumulative voting is prohibited by the articles of
incorporation, if less than the entire Board of Directors is to be removed, no
one of the directors may be removed if the votes cast against his removal would
be sufficient to elect him if then cumulatively voted at an election of the
entire Board of Directors.

3.6 Vacancies.

(a) Any vacancy in the Board of Directors may be filled in
accordance with paragraph (c) below or by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.

(b) A directorship to be filled by reason of an increase in the
number of directors may be filled in accordance with paragraph (c) below or may
be filled by the Board of Directors for a term of office continuing only until
the next election of one or more directors by the shareholders; provided that
the Board of Directors may not fill more than two such directorships during the
period between any two successive annual meetings of shareholders.

(c) Any vacancy occurring in the Board of Directors or any
directorship to be filled by reason of an increase in the number of directors
may be filled by election at an annual or special meeting of shareholders called
for that purpose.

4. Meetings of the Board of Directors

4.1 Place. Meetings of the Board of Directors, regular or special,
may be held either within or without the State of Texas.

4.2 Regular Meetings. Regular meetings of the Board of Directors
may be held upon notice, or without notice unless notice is required under these
Bylaws and at such time and at such place as shall from time to time be
determined by the Board of Directors.

4.3 Special Meetings. Special meetings of the Board of Directors
may be called by the chairman of the board, the chief executive officer or the
president and shall be called by the secretary on the written request of any two
directors. Notice of each special meeting of the Board of Directors shall be
given to each director at least twenty-four (24) hours before the meeting is
scheduled to convene.

4.4 Notice and Waiver of Notice. Attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, except where a
director attends for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
Except as may be otherwise provided by law or by the articles of incorporation
or by these Bylaws, neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.

4.5 Quorum of Directors. At all meetings of the Board of Directors
a majority of the directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of directors, the directors present at such
meeting may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

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4.6 Action Without Meetings. Any action required or permitted to
be taken at a meeting of the Board of Directors or any committee may be taken
without a meeting if a consent in writing, setting forth the action so taken, is
signed by all the members of the Board of Directors or committee, as the case
may be.

4.7 Committees.

(a) The Board of Directors, by resolution adopted by a majority of
the full Board of Directors, may designate from among its members one or more
committees, each of which shall be comprised of one or more of its members, and
may designate one or more of its members as alternate members of any committee,
who may, subject to any limitations imposed by the Board of Directors, replace
absent or disqualified members at any meeting of that committee. Any such
committee, to the extent provided in such resolution shall have and may exercise
all of the authority of the Board of Directors, subject to the limitations set
forth below and in the TBCA.

(b) No committee of the Board of Directors shall have the
authority of the Board of Directors in reference to:

1. amending the articles of incorporation, except that a
committee may, to the extent provided in the resolution designating
that committee or in the articles of incorporation or the Bylaws,
exercise the authority of the Board of Directors vested in it in
accordance with article 2.13 of the TBCA;

2. proposing a reduction of the stated capital of the
corporation in the manner permitted by article 4.12 of the TBCA;

3. approving a plan of merger or share exchange of the
corporation;

4. recommending to the shareholders the sale, lease, or
exchange of all or substantially all of the property and assets of the
corporation otherwise than in the usual and regular course of its
business;

5. recommending to the shareholders a voluntary
dissolution of the corporation or a revocation thereof;

6. amending, altering, or repealing the Bylaws of the
corporation or adopting new bylaws of the corporation;

7. filling vacancies in the Board of Directors;

8. filling vacancies in or designating alternate members
of any such committee;

9. filling any directorship to be filled by reason of an
increase in the number of directors;

10. electing or removing officers of the corporation or
members or alternate members of any such committee;

11. fixing the compensation of any member or alternate
members of such committee; or

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12. altering or repealing any resolution of the Board of
Directors that by its terms provides that it shall not be so amendable
or repealable.

articles of incorporation, or the Bylaws expressly so provide, no committee of
the Board of Directors shall have the authority to authorize a distribution or
to authorize the issuance of shares of the corporation.

(d) The designation of a committee of the Board of Directors and
the delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.

4.8 Compensation. Directors shall receive such compensation for
their services as director as may be determined by resolution of the Board of
Directors. The receipt of such compensation shall not preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

5. Officers

5.1 Election, Number, Qualification, Term, Compensation. The
officers of the corporation shall be elected by the Board of Directors and shall
consist of a president and a secretary. The Board of Directors may also elect a
chairman of the board, a chief executive officer, one or more vice-presidents, a
treasurer, one or more assistant secretaries and one or more assistant
treasurers and such other officers and assistant officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall have such
authority and exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors by resolution not
inconsistent with these Bylaws. Two or more offices may be held by the same
person.

5.2 Removal. The officers of the corporation shall hold office
until their successors are elected or appointed and qualify, or until their
death or until their resignation or removal from office. Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors, with or without cause. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of an
officer shall not of itself create contract rights.

5.3 Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise shall be filled by the
Board of Directors.

5.4 Authority. Officers and agents shall have such authority and
perform such duties in the management of the corporation as may be provided in
these Bylaws.

5.5 Chairman of the Board. The chairman of the board, if such an
officer be elected, shall, if present, preside at meetings of the Board of
Directors and exercise and perform such other powers and duties as may from time
to time be assigned to him by the Board of Directors or as may be prescribed by
these Bylaws.

5.6 Chief Executive Officer. Subject to such supervisory powers,
if any, as may be given by the Board of Directors to the chairman of the board,
if there be such an officer, the chief executive officer shall, subject to the
control of the Board of Directors, have general supervision, direction, and
control of the business and affairs of the corporation and shall report directly
to the Board of Directors, with all other officers, officials, employees and
agents reporting directly or indirectly to him. The chief executive officer
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He shall preside at

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all meetings of the shareholders and, in the absence of a chairman of the board,
at all meetings of the Board of Directors. He shall have the general powers and
duties of management usually vested in the office of chief executive officer of
a corporation and shall have such other powers and duties as may be prescribed
by the Board of Directors or these Bylaws.

5.7 President. In the absence or disability of the chief executive
officer, the president shall perform all the duties of the chief executive
officer and when so acting shall have all the powers of, and be subject to all
the restrictions upon, the chief executive officer. The president shall have
such other powers and perform such other duties as from time to time may be
prescribed for him by the Board of Directors, these Bylaws, the chief executive
officer or the chairman of the board.

5.8 Vice-President. In the absence or disability of the president,
the vice presidents, if any, in order of their rank as fixed by the Board of
Directors or, if not ranked, a vice president designated by the Board of
Directors, shall perform all the duties of the president and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors, these Bylaws, the chairman of the board, the chief executive
officer or, in the absence of a chief executive officer, the president.

5.9 Secretary. The secretary shall keep or cause to be kept, at
the principal executive office of the corporation or such other place as the
Board of Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and shareholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
shareholders' meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the Board of
Directors, a share register, or a duplicate share register, showing the names of
all shareholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board of Directors required to be given by law or
by these Bylaws. He shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or by these Bylaws.

5.10 Assistant Secretary. The assistant secretary, or, if there is
more than one, the assistant secretaries in the order determined by the
shareholders or Board of Directors (or if there be no such determination, then
in the order of their election) shall, in the absence of the secretary or in the
event of his or her 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 may be prescribed by the Board of Directors or these Bylaws.

5.11 Chief Financial Officer. The chief financial officer 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,

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losses, capital retained earnings, and shares. The books of account shall at all
reasonable times be open to inspection by any director.

The chief financial officer shall deposit all moneys 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. He shall disburse
the funds of the corporation as may be ordered by the Board of Directors, shall
render to the chief executive officer or, in the absence of a chief executive
officer, the president and directors, whenever they request it, an account of
all his transactions as chief financial officer and of the financial condition
of the corporation, and shall have other powers and perform such other duties as
may be prescribed by the Board of Directors or these Bylaws.

The chief financial officer shall be the treasurer of the corporation.

5.12 Assistant Treasurer. The assistant treasurer, or, if there is
more than one, the assistant treasurers, in the order determined by the
shareholders or Board of Directors (or if there be no such determination, then
in the order of their election), shall, in the absence of the chief financial
officer or in the event of his or her inability or refusal to act, perform the
duties and exercise the powers of the chief financial officer and shall perform
such other duties and have such other powers as may be prescribed by the Board
of Directors or these Bylaws.

6. Certificates Representing Shares

6.1 Certificates. The shares of the corporation shall be
represented by certificates signed by the chief executive officer, the president
or a vice-president and the secretary or an assistant secretary of the
corporation, and may be sealed with the seal of the corporation or a facsimile
thereof. The signatures of the chief executive officer, the president or
vice-president and the secretary or assistant secretary upon a certificate may
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. The certificates shall be consecutively numbered and shall be
entered in the books of the corporation as they are issued. Each certificate
shall state on the face thereof the holder's name, the number and class of
shares, and the par value of such shares or a statement that such shares are
without par value.

6.2 Payment, Issuance. Shares may be issued for such
consideration, not less than the par value thereof, as may be fixed from time to
time by the Board of Directors. The consideration for the payment of shares
shall consist of money paid, labor done or property actually received. Shares
may not be issued until the full amount of the consideration fixed therefor has
been paid.

6.3 Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct a new certificate to be issued in place of any certificate
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing such issue of
a new certificate, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, prescribe such terms and conditions
as it deems expedient and may require such indemnities as it deems adequate to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

6.4 Registration of Transfer. Shares of stock shall be
transferable only on the books of the corporation by the holder thereof in
person or by his duly authorized attorney. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied

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by proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto and the old
certificate cancelled and the transaction recorded upon the books of the
corporation.

6.5 Registered Owner. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as of the
record date as the owner of shares to receive dividends or other distributions,
and to vote as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Texas. The person in whose name
the shares are or were registered in the stock transfer books of the corporation
as of the record date shall be deemed to be the owner of the shares registered
in his name at that time. Neither the corporation nor any of its officers,
directors, or agents shall be under any liability for making such a distribution
to a person in whose name shares were registered in the stock transfer books as
of the record date or to the heirs, successors, or assigns of the person, even
though the person, or his heirs, successors, or assigns, may not possess a
certificate for shares.

7. Dividends

7.1 Declaration and Payment. Subject to the TBCA and the articles
of incorporation, dividends may be declared by the Board of Directors, in its
discretion, at any regular or special meeting, pursuant to law and may be paid
in cash, in property or in the corporation's own shares.

7.2 Reserves. Before payment of any dividend, the Board of
Directors, by resolution, may create a reserve or reserves out of the
corporation's surplus or designate or allocate any part or all of such surplus
in any manner for any proper purpose or purposes, and may increase, create, or
abolish any such reserve, designation, or allocation in the same manner.

8. Protection of Officers, Directors and Employees

8.1 Indemnification. The corporation shall indemnify any person
who was, is, or is threatened to be made a named defendant or respondent in a
proceeding (which term shall mean any threatened or pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding) because the person is or was a director of the corporation,
or who, while a director of the corporation, is or was serving at the request of
the corporation as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise (such person being referred to in this
part 8 as an indemnified person) as follows:

(a) An indemnified person shall be indemnified against judgments,
penalties (including excise and similar taxes), fines, settlements and
reasonable expenses (including, without limitation, court costs and attorneys
fees) actually incurred by the indemnified person in connection with the
proceeding; but if an indemnified person (i) is found liable to the corporation
or (ii) is found liable on the basis that personal benefit was improperly
received by him, whether or not the benefit resulted from an action taken in his
official capacity (as such term is defined in Art. 2.02-1.A of the TBCA), the
indemnification (x) shall be limited to reasonable expenses actually incurred by
the director in connection with the proceeding and (y) shall not be made in
respect of any proceeding in which the indemnified person shall have been found
liable for willful or intentional misconduct in the performance of his duty to
the corporation.

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(b) An indemnified person shall be indemnified against obligations
resulting from the proceedings referred to in paragraph (a) above only if it is
determined in accordance with paragraph (c) below that he conducted himself in
good faith and reasonably believed, in the case of conduct in his official
capacity, that his conduct was in the corporation's best interest, and in all
other cases that his conduct was at least not opposed to the corporation's best
interests. In the case of any criminal proceeding, an additional determination
must be made that such indemnified person had no reasonable cause to believe his
conduct was unlawful.

(i) by a majority vote of a quorum consisting of
directors who at the time of the vote are not named defendants or
respondents in the proceeding;

(ii) if such a quorum cannot be obtained, by a majority
vote of a committee of the Board of Directors, designated to act in the
matter by a majority vote of all directors, consisting solely of two or
more directors who at the time of the vote are not named defendants or
respondents in the proceeding;

(iii) by special legal counsel selected by the Board of
Directors or a committee of the Board of Directors by vote as set forth
in (i) or (ii) above, or, if such quorum cannot be obtained and such a
committee cannot be established, by a majority vote of all directors,
or

(iv) by the shareholders in a vote that excludes the
shares held by directors who are named defendants or respondents in the
proceeding.

(d) Authorization of indemnification and determination as to
reasonableness of expenses must be made in the same manner as is the
determination that indemnification is permissible, as set forth in paragraph (c)
above, except that if the determination that indemnification is permissible is
made by special legal counsel, authorization of indemnification and
determination as to the reasonableness of expenses must be made in the manner
specified in clause (iii) of paragraph (c) above for the selection of special
counsel.

(e) The indemnification permitted under this section 8.1 shall be
mandatory and this paragraph (e) shall be deemed, in accordance with Article
2.02-1.G. of the TBCA, to constitute authorization of indemnification in the
manner required by this section 8.1 and by Article 2.02-1.G. of the TBCA.

8.2 Indemnification for Reasonable Expenses. The corporation shall
indemnify an indemnified person against reasonable expenses (including, without
limitation, court costs and attorneys fees) incurred by him in connection with a
proceeding in which he is named defendant or respondent because he is or was an
indemnified person if he has been wholly successful, on the merits or otherwise,
in the defense of the proceeding.

8.3 Expenses Advanced. The corporation may pay or reimburse in
advance of the final disposition of a proceeding any reasonable expenses
(including, without limitation, court costs and attorneys fees) incurred by an
indemnified person who was, is, or is threatened to be made a named defendant or
respondent in a proceeding, and without the necessity of making any of the
determinations specified in section 8.1(c) and 8.1(d) hereof, after the
corporation receives a written affirmation by the indemnified person of his good
faith belief that he has met the standard of conduct necessary for
indemnification as set forth herein and a written undertaking by or on behalf of
the indemnified person containing the unlimited

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general obligation of the indemnified person to repay the amount paid or
reimbursed if it is ultimately determined that he has not met those
requirements. Notwithstanding any other provision of this part 8, the
corporation may pay or reimburse expenses incurred by an indemnified person in
connection with his appearance as a witness or other participation in a
proceeding at a time when he is not a named defendant or respondent in the
proceeding.

8.4 Insurance. The corporation may purchase and maintain insurance
or another arrangement on behalf of any person who is or was a director or an
officer, employee, agent of the corporation or who is or was serving at the
request of the corporation as a director, officer, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify such person against that liability
under these Bylaws or the TBCA.

8.5 Officers, Employees and Agents. An officer of the corporation
shall be indemnified to the same extent as a director, and is entitled to seek
indemnification under this part 8 to the same extent as a director. The
corporation may indemnify and advance expenses to an employee or agent of the
corporation, and persons who are not or were not officers, employees, or agents
of the corporation but who are or were serving at the request of the corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the same extent that it may indemnify and advance expenses to
directors under this part 8 or to such further extent as may be permitted or
required by law.

8.6 Other Protection and Indemnification. The protection and
indemnification provided hereunder shall not be deemed exclusive of any other
rights to which such person may be entitled under any agreement, insurance
policy, vote of shareholders, law, or otherwise.

8.7 Notice of Indemnification of or Advance of Expenses. Any
indemnification of or advance of expenses to a person in accordance with this
part 8 shall be reported in writing to the shareholders with or before the
notice or waiver of notice of the next shareholders' meeting or with or before
the next submission to shareholders of a consent to action without a meeting
pursuant to Article 9.10.A, of the TBCA, as amended, and, in any case, within
the 12-month period immediately following the date of the indemnification or
advance.

9. General Provisions

9.1 Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

9.2 Seal. The corporate seal shall be in such form as may be
prescribed by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

9.3 Minutes. The corporation shall keep correct and complete books
and records of account and shall keep minutes of the proceedings of its
shareholders and Board of Directors, and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its

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shareholders, giving names and addresses of all shareholders and the number and
class of the shares held by each.

9.4 Amendment. Unless otherwise provided by the articles of
incorporation or unless the shareholders in amending, adopting or repealing a
particular Bylaw provision expressly provide that the directors may not amend or
repeal such provision, these Bylaws may be altered, amended or repealed and new
bylaws may be adopted by the Board of Directors, at any meeting of the Board of
Directors at which a quorum is present. Unless otherwise provided in the
articles of incorporation or by a bylaw provision by the shareholders as to all
or some portion of these Bylaws, the shareholders may amend, repeal, or adopt
bylaws of the corporation at any meeting of the shareholders, provided that
notice of the meeting provided notice of the proposed bylaw provision, even
though the Bylaws may also be amended, repealed, or adopted by the Board of
Directors.

9.5 Notice. Any notice to directors or shareholders shall be in
writing and shall be delivered personally or mailed to the directors or
shareholders at their respective addresses appearing on the books of the
corporation. Notice by mail shall be deemed to be given at the time when the
same shall be deposited in the United States mail, postage prepaid. Notice to
directors may also be given by telegram. Whenever any notice is required to be
given under the provisions of applicable statutes or of the articles of
incorporation or of these Bylaws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

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SCI ENCLOSURES (DENTON) INC.

CERTIFICATE OF ADOPTION OF

AMENDED AND RESTATED BYLAWS

The undersigned hereby certifies that he is the duly elected,
qualified, and acting Secretary of SCI Enclosures (Denton), Inc. and that the
foregoing Amended and Restated Bylaws, comprising thirteen (13) pages, were
adopted as the corporation's Bylaws on November 25, 2002 by the corporation's
Sole Shareholder.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 25th day of November, 2002.

/s/ Michael M. Sullivan
------------------------------------------
Michael Sullivan, Secretary