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EXHIBIT 3.2

BYLAWS

PHASE METRICS, INC.
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TABLE OF CONTENTS

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ARTICLE I OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Principal Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Other Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II MEETINGS OF STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 4. Notice of Stockholders' Meetings . . . . . . . . . . . . . . . . . . . . . . . 2
Section 5. Manner of Giving Notice; Affidavit of Notice . . . . . . . . . . . . . . . . . 2
Section 6. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 7. Adjourned Meeting; Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 8. Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 9. Waiver of Notice or Consent by Absent Stockholders . . . . . . . . . . . . . . 4
Section 10. Stockholder Action by Written Consent Without a Meeting . . . . . . . . . . . . 4
Section 11. Record Date for Stockholder Notice, Voting, and Giving Consents . . . . . . . . 5
Section 12. Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 13. Inspectors of Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2. Number and Qualification of Directors . . . . . . . . . . . . . . . . . . . . . 7
Section 3. Election and Term of Office of Directors . . . . . . . . . . . . . . . . . . . 8
Section 4. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5. Place of Meetings and Meetings by Telephone . . . . . . . . . . . . . . . . . . 8
Section 6. Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7. Other Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 8. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 9. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 10. Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 11. Adjournment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 12. Notice of Adjournment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 13. Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 14. Fees and Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE IV COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 1. Committees of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2. Meetings and Action of Committees . . . . . . . . . . . . . . . . . . . . . . . 11

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ARTICLE V OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1. Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2. Election of Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3. Subordinate Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4. Removal and Resignation of Officers . . . . . . . . . . . . . . . . . . . . . . 12
Section 5. Vacancies in Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 6. Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 7. President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 8. Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 9. Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 10. Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS . . . . . . 14

ARTICLE VII RECORDS AND REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 1. Maintenance and Inspection of Share Register . . . . . . . . . . . . . . . . . 15
Section 2. Maintenance and Inspection of Bylaws . . . . . . . . . . . . . . . . . . . . . 15
Section 3. Maintenance and Inspection of Other Corporate Records . . . . . . . . . . . . . 15
Section 4. Inspection by Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 5. Annual Report to Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 6. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE VIII GENERAL CORPORATE MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 1. Record Date for Purposes Other Than Notice and Voting . . . . . . . . . . . . . 16
Section 2. Checks, Drafts, Evidences of Indebtedness . . . . . . . . . . . . . . . . . . . 17
Section 3. Corporate Contracts and Instruments; How Executed . . . . . . . . . . . . . . . 17
Section 4. Certificates for Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 5. Lost Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6. Representation of Shares of Other Corporations . . . . . . . . . . . . . . . . 18
Section 7. Construction and Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE IX AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 1. Amendment by Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2. Amendment by Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE X SECURITYHOLDERS AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

CERTIFICATE OF SECRETARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

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BYLAWS

PHASE METRICS, INC.,

A DELAWARE CORPORATION

ARTICLE I

OFFICES

SECTION 1. REGISTERED OFFICE. The registered office
shall be at the office of National Registered Agents, Inc.

SECTION 2. OTHER OFFICES. The Board of Directors may at
any time establish, or may designate an officer of the corporation to
establish, branch or subordinate offices at any place or places where the
corporation is qualified to do business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. PLACE OF MEETINGS. Meetings of stockholders
shall be held at any place within or outside the State of California designated
by the Board of Directors. In the absence of any such designation,
stockholders' meetings shall be held at the principal executive office of the
corporation.

SECTION 2. ANNUAL MEETINGS. The annual meeting of
stockholders shall be held each year on a date and at a time designated by the
Board of Directors. At each annual meeting directors shall be elected, and any
other proper business may be transacted.

SECTION 3. SPECIAL MEETING. A special meeting of the
stockholders may be called at any time by the Board of Directors, or by the
Chairman of the Board, or by the President, or by one or more stockholders
holding shares in the aggregate entitled to cast not less than 10% of the votes
at that meeting.

If a special meeting is called by any person or persons other
than the Board of Directors, the request shall be in writing, specifying the
time of such meeting and the general

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nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission to the Chairman of the Board, the President, any Vice President,
or the Secretary of the corporation. The officer receiving the request shall
cause notice to be promptly given to the stockholders entitled to vote, in
accordance with the provisions of Sections 4 and 5 of this Article II, that a
meeting will be held at the time requested by the person or persons calling the
meeting, not less than thirty-five (35) nor more than sixty (60) days after the
receipt of the request. If the notice is not given within twenty (20) days
after receipt of the request, the person or persons requesting the meeting may
give the notice. Nothing contained in this paragraph of this Section 3 shall
be construed as limiting, fixing or affecting the time when a meeting of
stockholders called by action of the Board of Directors may be held.

SECTION 4. NOTICE OF STOCKHOLDERS' MEETINGS. All
notices of meetings of stockholders shall be sent or otherwise given in
accordance with Section 5 of this Article II not less than ten (10) nor more
than sixty (60) days before the date of the meeting. The notice shall specify
the place, date and hour of the meeting and (i) in the case of a special
meeting, the general nature of the business to be transacted, or (ii) in the
case of the annual meeting, those matters which the Board of Directors, at the
time of giving the notice, intends to present for action by the stockholders.
The notice of any meeting at which directors are to be elected shall include
the name of any nominee or nominees whom, at the time of the notice, management
intends to present for election.

If action is proposed to be taken at any meeting for approval
of (i) a contract or transaction in which a director has a direct or indirect
financial interest, (ii) an amendment of the certificate of incorporation,
(iii) a reorganization of the corporation, (iv) a voluntary dissolution of the
corporation, or (v) a distribution in dissolution other than in accordance with
the rights of outstanding preferred shares, pursuant to the Delaware General
Corporation Law, the notice shall also state the general nature of that
proposal.

SECTION 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
Notice of any meeting of stockholders shall be given either personally or by
first-class mail or telegraphic or other written communication, charges
prepaid, addressed to the stockholder at the address of that stockholder
appearing on the books of the corporation or given by the stockholder to the
corporation for the purpose of notice. If no such address appears on the
corporation's books or is given, notice shall be deemed to have been given if
sent to that stockholder by first-class mail or telegraphic or other written
communication to the corporation's principal executive office, or if published
at least once in a newspaper of general circulation in the county where that
office is located. Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by telegram or other
means of written communication.

If any notice addressed to a stockholder at the address of
that stockholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver

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the notice to the stockholder at that address, all future notices or reports
shall be deemed to have been duly given without further mailing if these shall
be available to the stockholder on written demand of the stockholder at the
principal executive office of the corporation for a period of one year from the
date of the giving of the notice.

An affidavit of the mailing or other means of giving any
notice of any stockholders' meeting shall be executed by the secretary,
assistant secretary, or any transfer agent of the corporation giving the
notice, and shall be filed and maintained in the minute book of the
corporation.

SECTION 6. QUORUM. The presence in person or by proxy
of the holders of a majority of the shares entitled to vote at any meeting of
stockholders shall constitute a quorum for the transaction of business. The
stockholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.

SECTION 7. ADJOURNED MEETING; NOTICE. Any stockholders'
meeting, annual or special, whether or not a quorum is present, may be
adjourned from time to time by the vote of the majority of the shares
represented at that meeting, either in person or by proxy, but in the absence
of a quorum, no other business may be transacted at that meeting, except as
provided in Section 6 of this Article II.

When any meeting of stockholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than forty-five (45) days from the
date set for the original meeting, in which case the Board of Directors shall
set a new record date. Notice of any such adjourned meeting shall be given to
each stockholder of record entitled to vote at the adjourned meeting in
accordance with the provisions of Sections 4 and 5 of this Article II. At any
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.

SECTION 8. VOTING. The stockholders entitled to vote at
any meeting of stockholders shall be determined in accordance with the
provisions of Section 11 of this Article II, subject to the provisions of the
Delaware General Corporation Law (relating to voting shares held by a
fiduciary, in the name of a corporation, or in joint ownership).

The stockholders' vote may be by voice vote or by ballot;
provided, however, that any election for directors must be by ballot if
demanded by any stockholder before the voting has begun. On any matter other
than elections of directors, any stockholder may vote part of the shares in
favor of the proposal and refrain from voting the remaining shares or vote them
against the proposal, but, if the stockholder fails to specify the number of
shares

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which the stockholder is voting affirmatively, it will be conclusively presumed
that the stockholder's approving vote is with respect to all shares that the
stockholder is entitled to vote. If a quorum is present, the affirmative vote
of the majority of the shares represented at the meeting and entitled to vote
on any matter (other than the election of directors) shall be the act of the
stockholders, unless the vote of a greater number or voting by classes is
required by Delaware General Corporation Law or by the Certificate of
Incorporation.

There shall be the right to cumulative voting.

SECTION 9. WAIVER OF NOTICE OR CONSENT BY ABSENT
STOCKHOLDERS. The transactions of any meeting of stockholders, either annual
or special, however called and noticed, and wherever held, shall be as valid as
though a meeting had been duly held after regular call and notice, if a quorum
is present either in person or by proxy, and if, either before or after the
meeting, each person entitled to vote, who was not present in person or by
proxy, signs a Written Waiver of Notice or a Consent to a holding of the
meeting, or an approval of the minutes. The Waiver of Notice or Consent need
not specify either the business to be transacted or the purpose of any annual
or special meeting of stockholders, except that, if action is taken or proposed
to be taken for approval of any of those matters specified in the second
paragraph of Section 4 of this Article II, the Waiver of Notice or Consent
shall state the general nature of the proposal.

All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a
waiver of notice of that meeting, except when the person objects, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened, and except that attendance at a
meeting is not a waiver of any right to object to the consideration of matters
not included in the notice of the meeting if that objection is expressly made
at the meeting.

SECTION 10. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT
A MEETING. Any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at which all
shares entitled to vote thereon were present and voted. In the case of
election of directors, such a consent shall be effective only if signed by the
holders of all outstanding shares entitled to vote for the election of
directors; provided, however, that a director may be elected at any time to
fill a vacancy on the Board of Directors that has not been filled by the
directors, by the written consent of the holders of a majority of the
outstanding shares entitled to vote for the election of directors. All such
consents shall be filed with the Secretary of the corporation and shall be
maintained in the corporate records. Any stockholder giving a written consent,
or the stockholder's proxy holders, or a transferee

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of the shares or a personal representative of the stockholder or their
respective proxy holders, may revoke the consent by a writing received by the
secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the secretary.

If the consents of all stockholders entitled to vote have not
been solicited in writing, and if the Unanimous Written Consent of all such
stockholders shall not have been received, the Secretary shall give prompt
notice of the corporate action approved by the stockholders without a meeting.
This notice shall be given in the manner specified in Section 5 of this Article
II. In the case of approval of (i) contracts or transactions in which a
director has a direct or indirect financial interest, (ii) indemnification of
agents of the corporation, (iii) a reorganization of the corporation, and (iv)
a distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, the notice shall be given at least ten (10) days
before the consummation of any action authorized by that approval.

SECTION 11. RECORD DATE FOR STOCKHOLDER NOTICE, VOTING,
AND GIVING CONSENTS. For purposes of determining the stockholders entitled to
notice of any meeting or to vote or entitled to give consent to corporate
action without a meeting, the Board of Directors may fix, in advance, a record
date which shall not be more than sixty (60) days nor less than ten (10) days
before the date of any such meeting nor more than sixty (60) days before any
such action without a meeting, and in this event only stockholders of record on
the date so fixed are entitled to notice and to vote or to give consents, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date, except as otherwise provided in the Delaware
General Corporation Law.

If the Board of Directors does not so fix a record date:

(a) The record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the business day next preceding the day on which notice is
given or if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.

(b) The record date for determining stockholders
entitled to give consent to corporate action in writing without a meeting, (i)
when no prior action by the board has been taken, shall be the day on which the
first written consent is given, or (ii) when prior action of the board has been
taken, shall be at the close of business on the day on which the board adopts
the resolution relating to such prior action, or the sixtieth (60th) day before
the date of such prior action, whichever is later.

SECTION 12. PROXIES. Every person entitled to vote for
directors or on any other matter shall have the right to do so either in person
or by one or more agents authorized by a written proxy signed by the person and
filed with the Secretary of the corporation. A proxy shall be deemed signed if
the stockholder's name is placed on the

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proxy (whether by manual signature, typewriting, telegraphic transmission, or
otherwise) by the stockholder or the stockholder's attorney-in-fact. A validly
executed proxy which does not state that it is irrevocable shall continue in
full force and effect unless (i) revoked by the person executing it, before the
vote pursuant to that proxy, by a writing delivered to the corporation stating
that the proxy is revoked, or by a subsequent proxy executed by, or attendance
at the meeting and voting in person by, the person executing the proxy; or (ii)
written notice of the death or incapacity of the maker of that proxy is
received by the corporation before the vote pursuant to that proxy is counted;
provided, however, that no proxy shall be valid after the expiration of eleven
(11) months from the date of the proxy, unless otherwise provided in the proxy.
The revocability of a proxy that states on its face that it is irrevocable
shall be governed by the provisions of the Delaware General Corporation Law.

SECTION 13. INSPECTORS OF ELECTION. Before any meeting
of stockholders, the Board of Directors may appoint any persons other than
nominees for office to act as Inspectors of Election at the meeting or its
adjournment. If no Inspectors of Election are so appointed, the chairman of
the meeting may, and on the request of any stockholder or a stockholder's proxy
shall, appoint Inspectors of Election at the meeting. The number of inspectors
shall be either one (1) or three (3). If inspectors are appointed at a meeting
on the request of one or more stockholders or proxies, the holders of a
majority of shares or their proxies present at the meeting shall determine
whether one (1) or three (3) inspectors are to be appointed. If any person
appointed as inspector fails to appear or fails or refuses to act, the Chairman
of the meeting may, and upon the request of any stockholder or a stockholder's
proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and effect of proxies;

(b) Receive votes, ballots, or consents;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to
conduct the election or vote with fairness to all stockholders.

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ARTICLE III

DIRECTORS

SECTION 1. POWERS. Subject to the provisions of the
Delaware General Corporation Law and any limitations in the certificate of
incorporation and these bylaws relating to action required to be approved by
the stockholders or by the outstanding shares, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the Board of directors.

Without prejudice to these general powers, and subject to the
same limitations, the Board of Directors shall have the power to:

(a) Select and remove all officers, agents, and
employees of the corporation; present any powers and duties for them that are
consistent with law, with the certificate of incorporation, and with these
bylaws; fix their compensation; and require from them security for faithful
service.

(b) Change the principal executive office or the
principal business office in the State of California from one location to
another; cause the corporation to be qualified to do business in any other
state, territory, dependency, or country and conduct business within or without
the State of California; and designate any place within or without the State of
California for the holding of any stockholders' meeting, or meetings, including
annual meetings.

(c) Adopt, make, and use a corporate seal;
prescribe the forms of certificates of stock; and alter the form of the seal
and certificates.

(d) Authorize the issuance of shares of stock of
the corporation on any lawful terms, in consideration of money paid, labor
done, services actually rendered, debts or securities cancelled, or tangible
property actually received.

(e) Borrow money and incur indebtedness on behalf
of the corporation, and cause to be executed and delivered for the
corporation's purposes, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations, and other
evidences of debt and securities.

SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS. The
authorized number of directors shall be six (6) until changed by a duly adopted
amendment to the Certificate of Incorporation or by an amendment to this bylaw
adopted by the vote or written consent of holders of a majority of the
outstanding shares entitled to vote; provided, however, that an amendment
reducing the fixed number of directors to a number less than six (6) cannot be
adopted if the votes cast against its adoption at a meeting, or the shares

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not consenting in the case of action by written consent, are equal to more than
16-2/3% of the outstanding shares entitled to vote.

SECTION 3. ELECTION AND TERM OF OFFICE OF DIRECTORS.
Directors shall be elected at each annual meeting of the stockholders to hold
office until the next annual meeting. Each director, including a director
elected to fill a vacancy, shall hold office until the expiration of the term
for which elected and until a successor has been elected and qualified.

SECTION 4. VACANCIES. Vacancies in the Board of
Directors may be filled by a majority of the remaining directors, though less
than a quorum, or by a sole remaining director, except that a vacancy created
by the removal of a director by the vote or written consent of the stockholders
or by court order may be filled only by the vote of a majority of the shares
entitled to vote represented at a duly held meeting at which a quorum is
present, or by the written consent of holders of all shares entitled to vote
for the election of directors. Each director so elected shall hold office
until the next annual meeting of the stockholders and until a successor has
been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be
deemed to exist in the event of the death, resignation, or removal of any
director, or if the Board of Directors by resolution declares vacant the office
of a director who has been declared of unsound mind by an order of court or
convicted of a felony, or if the stockholders fail, at any meeting of
stockholders at which any director or directors are elected, to elect the
number of directors to be voted for at that meeting.

The stockholders may elect a director or directors at any time
to fill any vacancy or vacancies not filled by the directors, but any such
election by written consent shall require the consent of a majority of the
outstanding shares entitled to vote.

Any director may resign effective on giving written notice to
the chairman of the Board, the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time for that resignation to
become effective. If the resignation of a director is effective at a future
time, the Board of Directors may elect a successor to take office when the
resignation becomes effective.

No reduction of the authorized number of directors shall have
the effect of removing any director before that director's term of office
expires.

SECTION 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.
Regular meetings of the Board of Directors may be held at any place within or
outside the State of California that has been designated from time to time by
resolution of the board. In the absence of such a designation, regular
meetings shall be held at the principal executive office of the corporation.
Special meetings of the board shall be held at any place within or outside

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the State of California that has been designated in the notice of the meeting
or, if not stated in the notice or there is no notice, at the principal
executive office of the corporation.

Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, so long as all directors
participating in the meeting can hear one another, and all such directors shall
be deemed to be present in person at the meeting.

SECTION 6. ANNUAL MEETING. Immediately following each
annual meeting of stockholders, the Board of Directors shall hold a regular
meeting for the purpose of organization, any desired election of officers, and
the transaction of other business. Notice of this meeting shall not be
required.

SECTION 7. OTHER REGULAR MEETINGS. Other regular
meetings of the Board of Directors shall be held without call at such time as
shall from time to time be fixed by the Board of Directors. Such regular
meetings may be held without notice.

SECTION 8. SPECIAL MEETINGS. Special meetings of the
Board of Directors for any purpose or purposes may be called at any time by the
Chairman of the Board or the President or any Vice President or the Secretary
or any two directors.

Notice of the time and place of special meetings shall be
delivered personally or by telephone to each director or sent by first-class
mail or telegram, charges prepaid, addressed to each director at that
director's address as it is shown on the records of the corporation. In case
the notice is mailed, it shall be deposited in the United States Postal Service
at least four (4) days before the time of the holding of the meeting. In case
the notice is delivered personally, or by telephone or telegram, it shall be
delivered personally or by telephone or to the telegraph company at least
forty-eight (48) hours before the time of the holding of the meeting. Any oral
notice given personally or by telephone may be communicated either to the
director or to a person at the office of the director who the person giving the
notice has reason to believe will promptly communicate it to the director. The
notice need not specify the purpose of the meeting nor the place if the meeting
is to be held at the principal executive office of the corporation.

SECTION 9. QUORUM. Four directors shall constitute a
quorum for the transaction of business, except to adjourn as provided in
Section 11 of this Article III. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, subject to the
provisions of the Delaware General Corporation Law (as to approval of contracts
or transactions in which a director has a direct or indirect material financial
interest) as to appointment of committees and as to indemnification of
directors. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

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SECTION 10. WAIVER OF NOTICE. The transactions of any
meeting of the Board of Directors, however called and noticed or wherever held,
shall be as valid as though a meeting had been duly held after regular call and
notice if a quorum is present and if, either before or after the meeting, each
of the directors not present signs a written waiver of notice, a consent to
holding the meeting or an approval of the minutes. The waiver of notice or
consent need not specify the purpose of the meeting. All such waivers,
consents, and approvals shall be filed with the corporate records or made a
part of the minutes of the meeting. Notice of a meeting shall also be deemed
given to any director who attends the meeting without protesting before or at
its commencement, the lack of notice to that director.

SECTION 11. ADJOURNMENT. A majority of the directors
present, whether or not constituting a quorum, may adjourn any meeting to
another time and place.

SECTION 12. NOTICE OF ADJOURNMENT. Notice of the time
and place of holding an adjourned meeting need not be given, unless the meeting
is adjourned for more than twenty-four hours, in which case notice of the time
and place shall be given before the time of the adjourned meeting, in the
manner specified in Section 8 of this Article III, to the directors who were
not present at the time of the adjournment.

SECTION 13. ACTION WITHOUT MEETING. Any action required
or permitted to be taken by the Board of Directors may be taken without a
meeting, if all members of the board shall individually or collectively consent
in writing to that action. Such action by written consent shall have the same
force and effect as a unanimous vote of the Board of Directors. Such written
consent or consents shall be filed with the minutes of the proceedings of the
board.

SECTION 14. FEES AND COMPENSATION OF DIRECTORS. Directors
and members of committees may receive such compensation, if any, for their
services, and such reimbursement of expenses, as may be fixed or determined by
resolution of the Board of Directors. This Section 14 shall not be construed
to preclude any director from serving the corporation in any other capacity as
an officer, agent, employee, or otherwise, and receiving compensation for those
services.

ARTICLE IV

COMMITTEES

SECTION 1. COMMITTEES OF DIRECTORS. The Board of
Directors may, by resolution adopted by a majority of the authorized number of
directors, designate one or more committees, each consisting of two or more
directors, to serve at the pleasure of the board. The board may designate one
or more directors as alternate members of any committee, who may replace any
absent member at any meeting of the committee. Any committee, to the extent
provided in the resolution of the board, shall have all the authority of the
board, except with respect to:

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(a) The approval of any action which, under the
Delaware General Corporation Law, also requires stockholders' approval or
approval of the outstanding shares;

(b) The filling of vacancies on the Board of
Directors or in any committee;

(d) The amendment or repeal of bylaws or the
adoption of new bylaws.

(e) The amendment or repeal of any resolutions of
the Board of Directors which by its express terms is not so amendable or
repealable;

(f) A distribution to the stockholders of the
corporation, except at a rate or in a periodic amount or within a price range
determined by the Board of Directors;

(g) The appointment of any other committees of the
Board of Directors or the members of these committees.

SECTION 2. MEETINGS AND ACTION OF COMMITTEES. Meetings
and action of committees shall be governed by, and held and taken in accordance
with, the provisions of Article III of these bylaws, Sections 5 (place of
meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum),
10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), and 13
(action without meetings), with such changes in the context of those bylaws as
are necessary to substitute the committee and its members for the Board of
Directors and its members, except that the time of regular meetings of
committees may be determined either by resolution of the Board of Directors or
by resolution of the committee; special meetings of committees may also be
called by resolution of the Board of Directors; and notice of special meetings
of committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The Board of Directors may adopt
rules for the government of any committee not inconsistent with the provisions
of these bylaws.

ARTICLE V

OFFICERS

SECTION 1. OFFICERS. The officers of the corporation
shall be a President, a Secretary, and a Chief Financial Officer. The
corporation may also have, at the discretion of the Board of Directors, a
Chairman of the Board, one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Financial Officers, and such other officers
as

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may be appointed in accordance with the provisions of Section 3 of this Article
V. Any number of offices may be held by the same person.

SECTION 2. ELECTION OF OFFICERS. The officers of the
corporation, except such officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article V, shall be chosen by the
Board of Directors, and each shall serve at the pleasure of the board, subject
to the rights, if any, of an officer under any contract of employment.

SECTION 3. SUBORDINATE OFFICERS. The Board of Directors
may appoint, and may empower the President to appoint, such other officers as
the business of the corporation may require, each of whom shall hold office for
such period, have such authority and perform such duties as are provided in the
bylaws or as the Board of Directors may from time to time determine.

SECTION 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject
to the rights, if any, of an officer under any contract of employment, any
officer may be removed, either with or without cause, by the Board of
Directors, at any regular or special meeting of the board, or, except in case
of an officer chosen by the Board of Directors, by any officer upon whom such
power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to
the corporation. Any resignation shall take effect at the date of the receipt
of that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall not
be necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

SECTION 5. VACANCIES IN OFFICES. A vacancy in any
office because of death, resignation, removal, disqualification or any other
cause shall be filled in the manner prescribed in these bylaws for regular
appointments to that office.

SECTION 6. 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 be from time to time assigned to him by the Board of Directors or
prescribed by the bylaws. If there is no President, the Chairman of the Board
shall in addition be the Chief Executive Officer of the corporation and shall
have the powers and duties prescribed in Section 7 of this Article V.

SECTION 7. PRESIDENT. 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 President shall be the Chief
Executive Officer of the corporation and shall, subject to the control of the
Board of Directors, have general supervision, direction, and control of the
business and the officers of the corporation. He shall preside at all meetings
of the stockholders and, in the absence of the Chairman of the Board, or if
there be none, at all

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meetings of the Board of Directors. He shall have the general powers and
duties of management usually vested in the office of president of a
corporation, and shall have such other powers and duties as may be prescribed
by the Board of Directors or the bylaws.

SECTION 8. VICE PRESIDENTS. 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, 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
or the bylaws, and the President, or the Chairman of the Board.

SECTION 9. SECRETARY. The Secretary shall keep or cause
to be kept, at the principal executive office 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 stockholders, with the time and place
of holding, whether regular or special, and, if special, how authorized, the
notice given, the names of those present at directors' meetings or committee
meetings, the number of shares present or represented at stockholders'
meetings, and the proceedings.

The Secretary shall keep, or cause to be kept, at the
principal executive office 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 stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, 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 stockholders and of the Board of Directors required by the
bylaws or by law to be given, and 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 the
bylaws.

SECTION 10. 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, losses, capital, retained earning, 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
depositaries 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 President and directors, whenever they request it, an

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account of all of 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 the bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS

The corporation shall have the authority, to the maximum
extent permitted by the Delaware General Corporation Law, to indemnify each of
its agents against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding arising by
reason of the fact that any such person is or was an agent of the corporation.
The corporation shall also have the authority, to the maximum extent permitted
by the Delaware General Corporation Law, to advance expenses incurred by any
agent of the corporation in defending any proceeding.

The corporation shall have the authority to purchase and
maintain insurance on behalf of agents of the corporation against any liability
asserted against or incurred by any agent in such capacity or arising out of
the agent's status as agent, whether or not indemnification would be available
with respect to such covered matters.

The corporation shall have the power to enter into binding
agreements with its agents to provide the indemnification allowed under this
Article.

Nothing in this Article shall be construed either to allow
indemnification of any agent for any acts or omissions or transactions from
which such agent may not be indemnified under applicable Delaware law or to
deny indemnification when applicable Delaware law requires indemnification.

For purposes of this Article, an "agent" of the corporation
includes any person who is or was a director, officer, employee, or other agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, or was a director, officer,
employee, or agent of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation. For purposes of this Article, "proceeding" means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative. For purposes of this Article, "expenses"
includes, without limitation, attorneys' fees and any expenses of establishing
a right to indemnification.

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ARTICLE VII

RECORDS AND REPORTS

SECTION 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER.
The corporation shall keep at its principal executive office, or at the office
of its transfer agent or registrar, if either be appointed and as determined by
resolution of the Board of Directors, a record of its stockholders, giving the
names and addresses of all stockholders and the number and class of shares held
by each stockholder.

A stockholder or stockholders of the corporation holding at
least five percent (5%) in the aggregate of the outstanding voting shares of
the corporation may (i) inspect and copy the records of stockholders' names and
addresses and shareholdings during usual business hours on five (5) days prior
written demand on the corporation, and (ii) obtain from the transfer agent of
the corporation, on written demand and on the tender of such transfer agent's
usual charges for such list, a list of the stockholders' names and addresses,
who are entitled to vote for the election of directors, and their
shareholdings, as of the most recent record date for which that list has been
compiled or as of the date specified by the stockholder after the date of
demand. This list shall be made available any such stockholder by the transfer
agent on or before the later of five (5) days after the demand is received or
the date specified in the demand as the date as of which the list is to be
compiled. The record of stockholders shall also be open to inspection on the
written demand of any stockholder or holder of a voting trust certificate, at
any time during usual business hours, for a purpose reasonably related to the
holder's interests as a stockholder or as the holder of a voting trust
certificate. Any inspection and copying under this Section 1 may be made in
person or by an agent or attorney of the stockholder or holder of a voting
trust certificate making the demand.

SECTION 2. MAINTENANCE AND INSPECTION OF BYLAWS. The
corporation shall keep at its principal executive office, or if its principal
executive office is not in the State of California, at its principal business
office in this state, the original or a copy of the bylaws as amended to date,
which shall be open to inspection by the stockholders at all reasonable times
during office hours. If the principal executive office of the corporation is
outside the State of California and the corporation has no principal business
office in this state, the Secretary shall, upon the written request of any
stockholder, furnish to that stockholder a copy of the bylaws as amended to
date.

SECTION 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE
RECORDS. The accounting books and records and minutes of proceedings of the
stockholders and the Board of Directors and any committee or committees of the
Board of Directors shall be kept at such place or places designated by the
Board of Directors, or, in the absence of such designation, at the principal
executive office of the corporation. The minutes shall be kept either in
written form or any other form capable of being converted into written form.
The minutes and accounting books and records shall be open to inspection upon
the written

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demand of any stockholder or holder of a voting trust certificate, at any
reasonable time during usual business hours, for a purpose reasonably related
to the holder's interests as a stockholder or as the holder of a voting trust
certificate. The inspection may be made in person or by an agent or attorney,
and shall include the right to copy and make extracts. These rights of
inspection shall extend to the records of each subsidiary corporation of the
corporation.

SECTION 4. INSPECTION BY DIRECTORS. Every director
shall have the absolute right at any reasonable time to inspect all books,
records, and documents of every kind and the physical properties of the
corporation and each of its subsidiary corporations. This inspection by a
director may be made in person or by an agent or attorney and the right of
inspection includes the right to copy and make extracts of documents.

SECTION 5. ANNUAL REPORT TO STOCKHOLDERS. The annual
report to stockholders is expressly dispensed with, but nothing herein shall be
interpreted as prohibiting the Board of Directors from issuing annual or other
periodic reports to the stockholders of the corporation as they consider
appropriate.

SECTION 6. FINANCIAL STATEMENTS. A copy of any annual
financial statement and any income statement of the corporation for each
quarterly period of each fiscal year, and any accompanying balance sheet of the
corporation as of the end of each such period, that has been prepared by the
corporation shall be kept on file in the principal executive office of the
corporation for twelve (12) months and each such statement shall be exhibited
at all reasonable times to any stockholder demanding an examination of any such
statement or a copy shall be mailed to any such stockholder.

The corporation shall also, on the written request of any
stockholder, mail to the stockholder a copy of the last annual, semi-annual, or
quarterly income statement which it has prepared, and a balance sheet as of the
end of that period.

The quarterly income statements and balance sheets referred to
in this section shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.

ARTICLE VIII

GENERAL CORPORATE MATTERS

SECTION 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE
AND VOTING. For purposes of determining the stockholders 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 other lawful action (other
than Action by Stockholders by Written Consent Without a Meeting), the Board of
Directors may fix, in advance, a record date, which shall not be

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more than sixty (60) days before any such action, and in that case only
stockholders of record on the date so fixed are entitled to receive the
dividend, distribution or allotment of rights or to exercise the rights, as the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date so fixed, except as otherwise provided in the
Delaware General Corporation Law.

If the Board of Directors does not so fix a record date, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the board adopts the applicable
resolution or the sixtieth (60th) day before the date of that action, whichever
is later.

SECTION 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS.
All checks, drafts, or other orders for payment of money, notes, or other
evidences of indebtedness, issued in the name or payable to the corporation,
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the Board of Directors.

SECTION 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW
EXECUTED. The Board of Directors, except as otherwise provided in these
bylaws, may authorize any officer or officers, agent or agents, to enter into
any contract or execute any instrument in the name of and on behalf of the
corporation, and this authority may be general or confined to specific
instances; and, unless so authorized or ratified by the Board of Directors or
within the agency power of an officer, no officer, agent, or employee shall
have any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or
for any amount.

SECTION 4. CERTIFICATES FOR SHARES. A certificate or
certificates for shares of the capital stock of the corporation shall be issued
to each stockholder when any of these shares are fully paid, and the Board of
Directors may authorize the issuance of certificates or shares as partly paid
provided that these certificates shall state the amount of the consideration to
be paid for them and the amount paid. All certificates shall be signed in the
name of the corporation by the Chairman of the Board or Vice Chairman of the
Board or the President or Vice President and by the Chief Financial Officer or
an Assistant Financial Officer or the Secretary or any Assistant Secretary,
certifying the number of shares and the class or series of shares owned by the
stockholder. Any or all of the signatures on the certificate may be facsimile.
In case any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on a certificate shall have ceased to be
that officer, transfer agent, or registrar before that certificate is issued,
it may be issued by the corporation with the same effect as if that person were
an officer, transfer agent or registrar at the date of issue.

SECTION 5. LOST CERTIFICATES. Except as provided in
this Section 5, no new certificates for shares shall be issued to replace an
old certificate unless the latter is surrendered to the corporation and
cancelled at the same time. The Board of Directors may,

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in case any share certificate or certificate for any other security is lost,
stolen, or destroyed, authorize the issuance of a replacement certificate on
such terms and conditions as the board may require, including provision for
indemnification of the corporation secured by a bond or other adequate security
sufficient to protect the corporation against any claim that may be made
against it, including any expense or liability, on account of the alleged loss,
theft, or destruction of the certificate or the issuance of the replacement
certificate.

SECTION 6. REPRESENTATION OF SHARES OF OTHER
CORPORATIONS. The Chairman of the Board, the President, or any Vice President,
or any other person authorized by resolution of the Board of Directors or by
any of the foregoing designated officers, is authorized to vote on behalf of
the corporation any and all shares of any other corporation or corporations,
foreign or domestic, standing in the name of the corporation. The authority
granted to these officers to vote or represent on behalf of the corporation any
and all shares held by the corporation in any other corporation or corporations
may be exercised by any of these officers in person or by any person authorized
to do so by a proxy duly executed by these officers.

SECTION 7. CONSTRUCTION AND DEFINITIONS. Unless the
context requires otherwise, the general provisions, rules of construction, and
definitions in the Delaware General Corporation Law shall govern the
construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.

ARTICLE IX

AMENDMENTS

SECTION 1. AMENDMENT BY STOCKHOLDERS. New bylaws may be
adopted or these bylaws may be amended or repealed by the vote or written
consent of holders of a majority of the outstanding shares entitled to vote;
provided, however, that if the Certificate of incorporation of the corporation
set forth the number of authorized directors of the corporation, the authorized
number of directors may be changed only by an amendment of the Certificate of
Incorporation.

SECTION 2. AMENDMENT BY DIRECTORS. In addition to the
rights of the stockholders as provided in Section 1 of this Article IX, to
adopt, amend, or repeal bylaws, bylaws may be adopted, amended, or repealed by
the Board of Directors, provided, however, that the Board of Directors may
adopt a bylaw or amendment of a bylaw changing the authorized number of
directors only for the purpose of fixing the exact number of directors within
the limits specified in the Certificate of Incorporation or in Section 2 of
Article III of these bylaws.

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CERTIFICATE OF ASSISTANT SECRETARY

The undersigned hereby certifies that:

3. The undersigned is the duly elected and acting
Assistant Secretary of Phase Metrics, Inc. a Delaware corporation; and

4. The foregoing bylaws constitute the bylaws of said
corporation as duly adopted by Unanimous Written Consent of the Board of
Directors dated as of the 16th day of July, 1997 and by the written consent of
stockholders holding 1000 shares representing 100% percent of the issued and
outstanding shares entitled to vote.

IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of said corporation this 16th day of July 1997.

/s/ R. JOSEPH SAUNDERS
----------------------------------------
R. Joseph Saunders, Assistant Secretary