Exhibit 3.2

NOTICE
AMENDMENTS TO THE BY-LAWS

At the annual meeting of the shareholders of Virginia Accelerators Corporation
held on October 31, 1997 two resolutions were passed to amend the By-laws of the
corporation:

(1)  The date of the annual meeting of Shareholders was changed from October 31,
     1997 to the third Friday of October. (Article 2 & 1).

(2)  The time of sending the notice of the shareholders' meeting was changed
     from "not less than three nor more than ten days before the date of the
     meeting" to "30-37 days prior to the annual meeting.


DEC 4, 1996

AMENDED AND RESTATED BY-LAWS OF
VIRGINIA ACCELERATORS CORPORATION

ARTICLE I.

OFFICES

The place where the principal business of the corporation will be transacted is
301 South West Street, Alexandria. Virginia 22314. The corporation may have such
other offices. either within or without the State of Virginia as the Board of
Directors may designate or as the business of the corporation may from time to
time require.

ARTICLE II.

STOCKHOLDERS

1.   ANNUAL MEETING. The annual meeting of the stockholders shall be held on the
31st day of October in each year, beginning with the year 1995, at 7 o'clock
p.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.

2.   SPECIAL MEETINGS. Special meetings of the stockholders. for any purpose or
purposes. unless otherwise prescribed by statute. may be called by the president
or by the directors. and shall be called by the president at the request of the
holders of not less than 51% of all the outstanding shares of the corporation
entitled to vote at the meeting.

3.   PLACE OF MEETING. The Directors may designate any place, either within or
without the State unless otherwise prescribed by statute, and the place of
meeting for any annual meeting or for any special meeting called by the
Directors. A waiver of notice sinned by all stockholders entitled to vote at a
meeting may designate any place, either within or without the state unless
otherwise prescribed by statute, and the place for holding such meeting. If no
designation is made. or if a special meeting be otherwise called, the place of
meeting shall be at the principal office of the corporation.




4.   NOTICE OF MEETING. Written or printed notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called. shall be delivered not less than three nor more
than ten days before the date of the meeting, either personally or by mail, by
or at the direction of the President, or the Secretary, or the officer or
persons calling the meeting, to each Stockholder of record entitles 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 Stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.

5.   CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of
determining Stockholders entitled to notice of or to vote at any meeting of
Stockholders or any adjournment thereof, or Stockholders entitled to receive
payment of any dividend. or in order to make a determination of Stockholders for
any other proper purpose, the Directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, 30 days. If the stock transfer books shall be closed for the purpose
of determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least 30 days immediately
preceding such meeting. In lieu of closing the stock transfer books, the
directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than 30 days
and, in case of a meeting of stockholders, not less than 30 days prior to the
date on which the particular action requiring such determination of stockholders
is to be taken. If the stock transfer books are not closed and no record date is
fixed for the determination of Stockholders entitled to notice of or to vote at
a meeting of stockholders, or Stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Directors declaring such dividend is adopted, as the case
may be, shall be the record date for such determination of Stockholders. When a
determination of Stockholders entitled to vote at any meeting of stockholders
had been made as provided in this section, such determination shall apply to any
adjournment thereof.

6.   VOTING LISTS. The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, at least 30 days before each
meeting of stockholders, a complete list of the stockholders entitles 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 shall be kept on
file at the principal office of the corporation and shall be subject to
inspection by any stockholder 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 stockholder during the whole time of
the meeting. The original stock transfer book shall be prima facie evidence as
to who are the stockholders entitled to examine such list or transfer books or
to vote at the meeting of stockholders.

7.   QUORUM. At any meeting of stockholders a majority of the outstanding shares
of the corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum. If less than said number of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The stockholders present at a duly organized meeting may continue to




transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

8.   PROXIES. At all meetings of stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting.

9.   VOTING. Each stockholder of Class A Shares is entitled to vote in
accordance with the terms and provisions of the certificate of incorporation and
these by-laws. Each stockholder of Class A shares shall be entitled to one vote,
in person or by proxy, for each share of stock. The corporation also has class B
shares which are non-voting shares. Upon the demand of any stockholder, the vote
for directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote: all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of this State.

10.  ORDER OF BUSINESS. The order of business at all meeting of the
stockholders, shall be as follows:

a.   Roll Call
b.   Proof of notice of meeting or waiver of notice;
c.   Reading of minutes of preceding meeting;
d.   Reports of Officers;
e.   Reports of Committees;
f.   Election of Directors;
g.   Unfinished Business; and
h.   New Business.

11.   INFORMAL ACTION BY STOCKHOLDERS. Unless otherwise provided by law, any
action required to be taken at a meeting of the stockholders, or any other
action which may be taken at a meeting of the stockholders, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the stockholders entitled to vote with respect to the subject
matter thereof.

ARTICLE III

BOARD OF DIRECTORS

1.   GENERAL POWERS. The business and affairs of the corporation shall be
managed by its board of directors. The directors shall in all cases act as a
board. and the may adopt such rules and regulations for the conduct of their
meetings and the management of the corporation. as they may deem proper, not
inconsistent with these by-laws and the laws of this State.

2.   NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the
corporation shall be up to seven. Each director shall hold office until the next
annual meeting of stockholders and until his successor shall have been elected
and qualified. The number of directors may be increased or decreased (provided
such decrease does not shorten the term of any incumbent director) from time to
time by amendment to this bylaw by a vote of the majority of the then serving
directors: provided however, that, the directors may not increase or decrease
the number of directors by more than 30% of the number of directors elected by
the stockholders.




3.   REGULAR MEETINGS. A regular meeting of the directors, shall be held without
other notice than this by-law immediately after, and at the same place as, the
annual meeting of stockholders. The directors may provide, by resolution, the
time and place for the holding of additional regular meetings without other
notice than such resolution.

4.   SPECIAL MEETINGS. Special meetings of the directors may be called by or at
the request of the president or any two directors. The person or persons
authorized to call special meetings of the directors may fix the place for
holding any special meeting of the directors called by them.

5.   NOTICE. Notice of any special meeting shall be given at least three days
previously thereto by written notice delivered personally, or by telegram or
mailed to each director at his business address. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.

6.   QUORUM. At any meeting of the directors three shall constitute a quorum for
the transaction of business, but if less than said number is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.

7.   MANNER OF ACTING. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the directors.

8.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships
resulting from an increase in the number of directors and vacancies occurring in
the board for any reason except the removal of directors without cause may be
filled by a vote of a majority of the directors then in office, although less
than a quorum exists. Vacancies occurring by reason of the removal of directors
without cause shall be filled by vote of the stockholders. A director elected to
fill a vacancy caused by resignation. death or removal shall be elected to hold
office for the unexpired term of his predecessor.

9.   REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause
by vote of the stockholders or by action of the board. Directors may be removed
without cause only by vote of the stockholders.

10.  RESIGNATION. A director may resign at any time by giving written notice to
the board. the president or the secretary of the corporation. Unless otherwise
specified in the notice. the resignation shall take effect upon receipt thereof
by the board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.

11.  COMPENSATION. Members and Advisors of the Board of Directors can be
compensated as a fixed sum and expenses and/or stock options for actual
attendance at each regular or special meeting of the Board of Directors. Nothing
herein contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

12.  PRESUMPTION OF ASSENT. A director of the corporation who is present at a
meeting of the directors at which action on any corporate matter is taken shall




be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.

13.  EXECUTIVE AND OTHER COMMITTEES. The board, by resolution, may designate
from among its members an executive committee and other committees, each
consisting of three or more directors. Each such committee shall serve at the
pleasure of the board.

14.  EMPLOYEES. The board of directors shall have the power to employ or to
authorize the employment of a president and such other offices and employees as
may be deemed necessary, to prescribe the duties thereof, and to fix their
compensation.

15.  BONDS. The board of directors may require all officers, employees and
agents of the corporation handling funds or property belonging to or in the
possession or under the control of the corporation to furnish the corporation
with a satisfactory bond of indemnity, indemnifying the corporation and its
members against any fraudulent, dishonest or unlawful act on the part of such
officers and employees. Such bonds shall be furnished by a responsible bonding
company and shall be approved by the board of directors.

16.  OFFICES AND RECORDS. The directors may have or establish one or more
offices of the corporation and keep the books and records of the corporation,
except as otherwise provided by statute. in such place or places in the State of
Virginia or outside the State of Virginia, as the board of directors may from
time to time determine.

ARTICLE IV.

OFFICERS

1.   NUMBER. The officers of the corporation shall be a president. a
vice-president, a secretary and a treasurer, each of whom shall be elected by
the directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the directors.

2.   ELECTION AND TERM OF OFFICE. The officers of the corporation to be elected
by the directors shall be elected annually at the first meeting of the directors
held after each annual meeting of the stockholders. Each officer shall hold
office until his successor shall have been duly elected and shall have qualified
or until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.

3.   REMOVAL. Any officer or agent elected or appointed by the directors may be
removed by the directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.

4.   VACANCIES. A vacancy in any office because of death, resignation, removal.
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.




5.   PRESIDENT. The president shall be the principal executive officer of the
corporation and. subject to the control of the directors, shall in general
supervise and control all of the business and affairs of the corporation. He
shall, when present, preside at all meetings of the stockholders and of the
directors. He may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the directors, certificates for shares of
the corporation, and deeds, mortgages, bonds, contracts, or other instruments
which the directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the directors or
by these by-laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed: and in general shall perform
all duties incident to the office of president and such other duties as may be
prescribed by the directors from time to time.

6.   VICE-PRESIDENT. In the absence of the president or in event of his death,
inability or refusal to act, the vice-president shall perform 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-president shall perform such
other duties as from time to time may be assigned to him by the President or by
the directors.

7.   SECRETARY. The secretary shall keep the minutes of the stockholders' and of
the directors' meetings in one or more books provided for that purpose, see that
all notices are duly given in accordance with the provisions of these by-laws or
as required. be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the president or by the directors.

8.   TREASURER. If required by the directors, the treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the directors shall determine. He shall have charge and custody of
and be responsible for all funds and securities of the corporation: receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever. and deposit all such moneys in the name of the corporation in such
banks. trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.

9.   SALARIES. The salaries of the officers shall be fixed from time to time by
the directors and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the corporation.

ARTICLE V.

CONTRACTS. LOANS CHECKS AND DEPOSITS

1.   CONTRACTS. The directors may authorize any officer or officers, agent or
agents. to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances.

2.   LOANS. No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a




resolution of the directors. Such authority may be general or confined to
specific instances.

3.   CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation, shall be signed by such officer or officers, anent or agents of the
corporation and in such manner as shall from time to time be determined by
resolution of the directors; provided, however, that if, when, after, and as
authorized or provided for by resolution or resolutions of the board of
directors the signature or signatures of any such officer or officers, person or
persons. may be facsimile or facsimiles, engraved or printed, and shall have the
same force and effect and bind the corporation as though such officer or
officers, person or persons, had signed the same personally, and, in event of
the death, disability, removal, or resignation of any such officer or officers,
person or persons, as though and with the same effect as if such death.
disability, removal, or resignation had not occurred.

4.   DEPOSITS. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as the directors may select.

ARTICLE VI.

CERTIFICATES FOR SHARES AND THEIR TRANSFER

1.   CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as shall be determined by the directors. Such
certificates shall be signed by the president and by the secretary or by such
other officers authorized by law and by the directors. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the stockholders, the number of shares and date )f issue, shall be
entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of a lost.
destroyed or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the corporation as the directors may prescribe.

2.   TRANSFERS OF SHARES.

a.   Upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession. assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, and
cancel the old certificate; every such transfer shall be entered on the transfer
book of the corporation which shall be kept at its principal office.

b.   The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof, and. accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.

3.   REGULATIONS. The board of directors shall have power and authority to make
all such rules and regulations as they may deem expedient concerning the issue,
transfer, and registration or the replacement of certificates for shares of the
capital stock of the corporation.




ARTICLE VII.

FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January, in
each year.

ARTICLE VIII.

DIVIDENDS

The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.

ARTICLE IX.

SEAL

The directors shall provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the corporation, the state of
incorporation. year of incorporation and the words "Corporate Seal".

ARTICLE X.

WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to
any stockholder or director of the corporation under the provisions of these
by-laws or under the provisions of the articles of incorporation, 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.

ARTICLE XI.

AMENDMENTS

These by-laws may be altered, amended or repealed and new by-laws may be adopted
by a vote of the stockholders representing a majority of all the shares issued
and outstanding, at any annual stockholders' meeting or at any special
stockholders' meeting when the proposed amendment has been set out in the notice
of such meeting.

ARTICLE XII.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

1.   NON-LIABILITY OF DIRECTORS AND OFFICERS IN SOME CASES. No director or
officer or member of the executive committee shall be liable for acts as such if
excused from liability under any present or future provision or provisions of
the Virginia Business Corporation Act; and, in addition, to the fullest extent
now or hereafter permitted by the Virginia Business Corporation Act, each
officer or director or member of the executive committee shall, in the discharge
of any duty imposed or power conferred upon him or her by the corporation, be
fully protected if, in the




exercise of ordinary care, such officer, director, or member of the executive
committee acted in good faith and in reliance upon the written opinion of any
attorney of the corporation, the books of account or reports made to the
corporation by any of its officials or by an independent certified public
accountant, or by an appraiser selected with reasonable care by the board of
directors or by such committee, or in reliance upon other records of the
corporation.

2.   INDEMNIFICATION OF DIRECTORS AND OFFICERS. Each director, officer, former
director, and former officer of this corporation and each person who may have
served at its request as a director or officer of another corporation in which
it owned shares of capital stock or of which is a creditor, shall be and hereby
is, indemnified by the corporation against liabilities imposed upon such
director or officer and against expenses actually and reasonably incurred in
connection with any claim made against such person, or the defense of any action
suit, or proceeding to or in which such person is or may be made a party by
reason of being or having been such director or officer, and against such sums
as independent counsel selected by the board of directors shall deem reasonable
payment made in settlement of any such claim, action, suit, or proceeding
primarily with a view of avoiding expenses of litigation; provided, however,
that no director or officer shall be indemnified with respect to matters as to
which that person shall be adjudged in such action. suit, or proceeding to be
liable for negligence or misconduct in performance of duty. or with respect to
any matters which shall be settled by the payment of sums which counsel selected
by the board of directors shall not deem reasonable payment, made primarily with
a view to avoiding expenses of litigation, or with respect to matters for which
such indemnification shall be in addition to, but shall not exclude, any other
rights to which directors or officers may be entitled.

ARTICLE XIII.

BOOKS. DOCUMENTS AND ACCOUNTS

1.   LOCATION. The directors shall have power to keep the books, documents. and
accounts of the corporation outside the State of Virginia, except that a record
of its stockholders, giving the names and addresses of all stockholders and the
number and class of shares held by each. shall be kept at its registered office
or principal place of business or at the office of its transfer agent or
registrar and the original or a duplicate stock ledger shall at all times be
kept within the State of Virginia.

2.   OPEN TO INSPECTION. All books and records provided by statute shall be open
to inspection by the stockholders. The stockholders may examine such books and
records at all reasonable times.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

1.   RESIGNATIONS. Any director or officer may resign at any time. Each such
resignation shall be made in writing and shall take effect at the time specified
therein, or, if no time be specified, at the time of its receipt by either the
directors or the president or the secretary. The acceptance of a resignation
shall not be necessary to make it effective, unless expressly so provided in the
resignation.




2.   SIGNING OF CHECKS, NOTES, ETC. In addition to and cumulative of, but in no
way limiting or restricting, any other provision or provisions of these by-laws
which confer any authority relative thereto, all checks, drafts, and other
orders for the payment of money or monies out of funds of the corporation and
all notes and other evidences of indebtedness of the corporation shall be signed
on behalf of the corporation, in such manner, and by such officer or officers,
person or persons, as shall from time to time be determined or designated by or
pursuant to resolution or resolutions of the board of directors.

3.   PERSONS. Wherever used or appearing in these by-laws, the singular shall
include the plural wherever appropriate.

4.   LAWS AND STATUTES. Wherever used or appearing in these by-laws, the words
"law", "laws", "statute", and "statutes", shall mean and refer respectively, to
laws and statutes, or a law or a statute, of the State of Virginia, to the
extent only that such is or are expressly applicable, except where otherwise
expressly stated or the context requires that such words not be so limited.