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EXHIBIT 3.4

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SECOND AMENDED AND RESTATED

BY-LAWS

LEXENT INC.

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Incorporated under the Laws of the

State of Delaware

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Adopted as of

, 2000
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TABLE OF CONTENTS

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ARTICLE I Offices...........................................................1

ARTICLE II Meetings of Stockholders..........................................1

Section 1 Place of Meetings.................................................1
Section 2 Annual Meeting....................................................1
Section 3 Special Meetings..................................................2
Section 4 Notice of Meetings................................................2
Section 5 List of Stockholders..............................................2
Section 6 Quorum............................................................3
Section 7 Voting............................................................3
Section 8 Proxies...........................................................3

ARTICLE III Board of Directors................................................4

Section 1 Powers............................................................3
Section 2 Election and Term.................................................4
Section 3 Number............................................................4
Section 4 Notification of Nominations.......................................4
Section 5 Quorum and Manner of Acting.......................................4
Section 6 Organization Meeting..............................................5
Section 7 Regular Meetings..................................................5
Section 8 Special Meetings; Notice..........................................5
Section 9 Removal of Directors..............................................5
Section 10 Resignations......................................................6
Section 11 Vacancies.........................................................6
Section 12 Compensation of Directors.........................................6
Section 13 Action Without a Meeting..........................................6
Section 14 Telephonic Participation in Meetings..............................6
Section 15 Committees........................................................7

ARTICLE IV Officers..........................................................7

Section 1 Principal Officers................................................7
Section 2 Election and Term of Office.......................................7
Section 3 Other Officers....................................................7
Section 4 Removal...........................................................7
Section 5 Resignations......................................................7

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Section 6 Vacancies........................................................7
Section 7 Chairman of the Board............................................8
Section 8 President........................................................8
Section 9 Vice President...................................................8
Section 10 Treasurer........................................................8
Section 11 Secretary........................................................8
Section 12 Salaries.........................................................8

ARTICLE V Indemnification..................................................9

Section 1 Right of Indemnification.........................................9
Section 2 Expenses.........................................................9
Section 3 Agreements.......................................................9
Section 4 Other Rights of Indemnification..................................9
Section 5 Indemnification of Employees and Agents..........................9
Section 6 Insurance........................................................9

ARTICLE VI Shares and Their Transfer.......................................10

Section 1 Certificate for Stock...........................................10
Section 2 Stock Certificate Signature.....................................10
Section 3 Stock Ledger....................................................10
Section 4 Cancellation....................................................10
Section 5 Registrations of Transfers of Stock.............................10
Section 6 Regulations.....................................................10
Section 7 Lost, Stolen, Destroyed or Mutilated Certificates...............11
Section 8 Record Dates....................................................11

ARTICLE VII Miscellaneous Provisions........................................11

Section 1 Corporate Seal..................................................11
Section 2 Voting of Stocks Owned by the Corporation.......................11
Section 3 Dividends.......................................................11

ARTICLE VIII Amendments......................................................12

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SECOND AMENDED AND RESTATED

BY-LAWS

LEXENT INC.

(a Delaware corporation)

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ARTICLE I

OFFICES

The registered office of the Corporation in the State of Delaware
shall be located in the City of Wilmington, County of New Castle. The
Corporation may establish or discontinue, from time to time, such other offices
within or without the State of Delaware as may be deemed proper for the conduct
of the Corporation's business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of stockholders shall be
held at such place or places, within or without the State of Delaware, as may
from time to time be fixed by the Board of Directors, or as shall be specified
in the respective notices, or waivers of notice, thereof.

Section 2. Annual Meeting. (a) The annual meeting of stockholders for
the election of Directors and the transaction of other business shall be held
on such date and at such place as may be designated by the Board of Directors.
At each annual meeting the stockholders entitled to vote shall elect a Board of
Directors and may transact such other proper business as may come before the
meeting.

(b) To be properly brought before an annual meeting, business must be
(i) specified in the notice of the meeting (or any supplement thereto) given by
or at the direction of the Chairman of the meeting or the Board of Directors,
(ii) otherwise properly brought before the meeting by or at the direction of
the Chairman of the meeting or the Board of Directors or (iii) otherwise
properly brought before the meeting by a stockholder. For business to be
properly

brought before an annual meeting by a stockholder, the stockholder must have
given written notice thereof, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation, not more than 120
days or less than 90 days in advance of the anniversary date of the immediately
preceding annual meeting. Any such notice shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, and in the event that such business
includes a proposal to amend either the Certificate of Incorporation or By-laws
of the Corporation, the language of the proposed amendment; (ii) the name and
address of the stockholder proposing such business; (iii) a representation that
the stockholder is a holder of record of stock of the Corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to propose such business; (iv) any material interest of the stockholder in such
business; and (v) if the stockholder intends to solicit proxies in support of
such stockholder's proposal, a representation to that effect. No business shall
be conducted at an annual meeting of stockholders except in accordance with this
Section 2(b), and the Chairman of the meeting may refuse to permit any business
to be brought before an annual meeting without compliance with the foregoing
procedures or the stockholder solicits proxies in support of such stockholder's
proposal without such stockholder having made the representation required by
clause (v) of the preceding sentence.

Section 3. Special Meetings. Except as otherwise required by law,
special meetings of the stockholders for any purpose or purposes may be called
only by the Chairman of the Board, the President, or a majority of the entire
Board of Directors. Only such business as is specified in the notice of any
special meeting of the stockholders shall come before such meeting.

Section 4. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state 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. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of
the meeting to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail, postage prepaid, directed to the stockholder at such stockholder's
address as it appears on the records of the Corporation. Notice shall not be
required to be given to any stockholder who shall waive such notice in writing,
whether prior to or after such meeting, or who shall attend such meeting in
person or by proxy unless such attendance is for the express purpose of
objecting, at the beginning of such meeting, to the transactions of any
business because the meeting is not lawfully called or convened.

Section 5. List of Stockholders. It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of the
stock ledger (or a transfer agent or similar entity appointed to perform such
duty) to prepare and make, at least ten days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in his name. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place

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shall be specified in the notice of the meeting, or, if not so specified, at
the place where the meeting is to be held. The list shall be kept and produced
at the time and place of the meeting during the whole time thereof and subject
to the inspection of any stockholder who may be present. The original or
duplicate ledger shall be the only evidence as to who are the stockholders
entitled to examine such list or the books of the Corporation or to vote in
person or by proxy at such meeting.

Section 6. Quorum. At each meeting of the stockholders, the holders
of record of a majority of the issued and outstanding stock of the Corporation
entitled to vote at such meeting, present in person or by proxy, shall
constitute a quorum for the transaction of business, except where otherwise
provided by law, the Certificate of Incorporation or these By-laws. In the
absence of a quorum, any officer entitled to preside at, or act as Secretary of,
such meeting shall have the power to adjourn the meeting from time to time until
a quorum shall be constituted.

Section 7. Voting. Every stockholder of record who is entitled to
vote shall at every meeting of the stockholders be entitled to one vote for
each share of stock held by him on the record date; except, however, that
shares of its own stock be1onging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held by the Corporation, shall neither be entitled to
vote nor counted for quorum purposes. Nothing in this Section shall be
construed as limiting the right of the Corporation to vote its own stock held
by it in a fiduciary capacity. At all meetings of the stockholders, a quorum
being present, all matters shall be decided by majority vote of the shares of
stock entitled to vote held by stockholders present in person or by proxy,
except as otherwise required by law or the Certificate of Incorporation. Unless
demanded by a stockholder of the Corporation present in person or by proxy at
any meeting of the stockholders and entitled to vote thereat or so directed by
the chairman of the meeting or required by law, the vote thereat on any
question need not be by written ballot. On a vote by written ballot, each
ballot shall be signed by the stockholder voting, or in his name by his proxy,
if there be such proxy, and shall state the number of shares voted by him and
the number of votes to which each share is entitled.

Section 8. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent to corporate action in writing without a
meeting may authorize another person or persons to act for him by proxy. A
proxy acting for any stockholder shall be duly appointed by an instrument in
writing subscribed by such stockholder. No proxy shall be valid after the
expiration of three years from the date thereof unless the proxy provides for a
longer period.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers. The business and affairs of the Corporation shall
be managed under the direction of the Board of Directors.

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Section 2. Election. Except as otherwise provided by law, Directors
shall be elected at the annual meeting of stockholders. Acceptance of the
office of Director may be expressed orally or in writing, and attendance at the
organization meeting shall constitute such acceptance.

Section 3. Number. The number of Directors shall be such number as
shall be determined from time to time by the Board of Directors but initially
shall be eight.

Section 4. Term. The Directors shall be classified with respect to
time for which they shall severally hold office by dividing them into three
classes, each consisting of one-third, or as equal in number as possible, of the
whole number of the Board of Directors, and all Directors shall hold office
until their successors are chosen and qualified, or until their earlier death,
resignation, or removal. At the first meeting held for election of the Board of
Directors following adoption of these By-laws, Directors of the first class
("Class I Directors") shall be elected for a term of one-year; Directors of the
second class ("Class II Directors") shall be elected for a term of two-years;
Directors of the third class ("Class III Directors") shall be elected for a
term of three years; and at each annual election thereafter, successors to the
class of Directors whose terms shall expire that year shall be elected to hold
office for a term of three years, so that the term of office of one class of
Directors shall expire in each year. Any Director may resign by delivering his
written resignation to the Corporation at its principal office or to the
President or Secretary, except that no Director shall resign by delivering
such resignation to himself. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.

Section 5. Notification of Nominations. Nominations for the election
of directors may be made by the Board of Directors or by any stockholder
entitled to vote for the election of directors. Any stockholder entitled to
vote for the election of directors at a meeting may nominate persons for
election as directors only if written notice of such stockholder's intent to
make such nomination is given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation (i) with respect to
an election to be held at an annual meeting of stockholders, not more than 120
days or less than 90 days in advance of the anniversary date of the immediately
preceding annual meeting, and (ii) with respect to an election to be held at a
special meeting of stockholders for the election of directors, not later than
the close of business on the seventh day following the date on which notice of
such meeting is first given to stockholders. Each such notice shall set forth
(a) the name and address of the stockholder who intends to make the nomination
and of the person or persons to be nominated; (b) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of
all arrangements or understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would have
been required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had each nominee been
nominated, or intended to be nominated, by the Board of Directors; (e) the
consent of each nominee to serve as a director of the corporation if so

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elected; and (f) if the stockholder intends to solicit proxies in support of
such stockholder's nominee(s), a representation to that effect. The Chairman of
the meeting may refuse to acknowledge the nomination of any person which was
not made in accordance with the foregoing procedure or if the stockholder
nominating such person(s) solicits proxies in support of such stockholder's
nominee(s) without such stockholder having made the representation required by
clause (f) of the preceding sentence.

Section 6. Quorum and Manner of Acting. Unless otherwise provided by
law, the presence of 50% of the whole Board of Directors (or any committee
thereof) shall be necessary to constitute a quorum for the transaction of
business. In the absence of a quorum, a majority of the Directors present may
adjourn the meeting from time to time until a quorum shall be present. Notice
of any adjourned meeting need not be given. At all meetings of Directors, a
quorum being present, all matters shall be decided by the affirmative vote of a
majority of the Directors present, except as otherwise required by law. The
Board of Directors (or any committee thereof) may hold its meetings at such
place or places within or without the State of Delaware as the Board of
Directors may from time to time determine or as shall be specified in the
respective notices, or waivers of notice, thereof.

Section 7. Organization Meeting. Immediately after each annual
meeting of stockholders for the election of Directors the Board of Directors
shall meet at the place of the annual meeting of stockholders for the purpose
of organization, the election of officers and the transaction of other
business. Notice of such meeting need not be given. If such meeting is held at
any other time or place, notice thereof must be given as hereinafter provided
for special meetings of the Board of Directors, subject to the execution of a
waiver of the notice thereof signed by, or the attendance at such meeting of,
all Directors who may not have received such notice.

Section 8. Regular Meetings. Regular meetings of the Board of
Directors will be held quarterly, as regularly scheduled, and may be held at
such place, within or without the State of Delaware, as shall from time to time
be determined by the Board of Directors. After there has been such
determination, and notice thereof has been once given to each member of the
Board of Directors as hereinafter provided for special meetings, regular
meetings may be held without further notice being given.

Section 9. Special Meetings; Notice. Special meetings of the Board of
Directors (or any committee thereof) shall be held whenever called by the
Chairman of the Board, if any, the President or by a majority of the Directors.
Notice of each such meeting shall be mailed to each Director, addressed to him
at his residence or usual place of business, at least five days before the date
on which the meeting is to be held, or shall be sent to him at such place by
telegraph, cable, radio or wireless, or be delivered personally or by telephone,
not later than the day before the day on which such meeting is to be held;
provided, however, that any such notice relating to a meeting of a committee of
the Board of Directors need only be sent to each Director serving on such
committee. Each such notice shall state the time and place of the meeting and,
as may be required, the purposes thereof. Notice of any meeting of the Board of
Directors (or any committee thereof) need not be given to any Director if he
shall sign a written waiver thereof either before or after the time stated
therein for such meeting, or if he shall be present at the

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meeting. Unless limited by law, the Company's Certificate of Incorporation,
these By-laws or the terms of the notice thereof, any and all business may be
transacted at any meeting without the notice thereof having specifically
identified the matters to be acted upon.

Section 10. Removal of Directors. Any Director or Directors may be
removed, with or without cause, at any time, by action of the holders of
record of the majority of the issued and outstanding stock of the Corporation
(a) present in person or by proxy at a meeting of holders of such stock and
entitled to vote thereon or (b) by a consent in writing in the manner
contemplated in Section 9 of Article II, and the vacancy or vacancies in the
Board of Directors caused by any such removal may be filled by action of such a
majority at such meeting or at any subsequent meeting or by consent.

Section 11. Resignations. Any Director of the Corporation may resign
at any time by giving written notice to the Chairman of the Board, if any, the
President, the Vice President or the Secretary of the Corporation. The
resignation of any Director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

Section 12. Vacancies. Any vacancies on the Board of Directors
resulting from death, resignation, removal or other cause shall only be filled
by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors, or by a sole
remaining director, and newly created directorships resulting from any increase
in the number of directors shall be filled by the Board of Directors, or if not
so filled, by the stockholders at the next annual meeting thereof or at a
special meeting called for that purpose in accordance with Article II,
Section 3 of these By-laws. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of such
director and until such director's successor shall have been elected and
qualified.

Section 13. Compensation of Directors. Directors, as such, may
receive a stated salary for their services as declared by resolution of the
Board of Directors. In addition, Directors may receive a specific sum fixed by
the Board of Directors plus expenses for attendance at each regular or special
meeting of the Board or any committee thereof; provided, that nothing herein
contained shall be construed to preclude any Director from serving the
Corporation or any parent or subsidiary corporation thereof in any other
capacity and receiving compensation in such capacity.

Section 13. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors (or any committee thereof)
may be taken without a meeting if a written consent thereto is signed by all
members of the Board (or such committee), and such written consent is filed
with the minutes or proceedings of the Board.

Section 14. Telephonic Participation in Meetings. Members of the
Board of Directors (or any committee thereof) may participate in a meeting of
the Board (or such committee) by means of conference telephone or similar
communications equipment by means of which

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all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting.

Section 15. Committees. The Board of Directors may appoint such
committees of the Board of Directors as it may deem appropriate, and such
committees shall exercise the authority delegated to them. The membership of any
such committee shall consist of such Directors as the Board of Directors may
deem advisable from time to time to serve. The Board of Directors may fill in
any vacancies on any committee as they occur. Each committee shall meet as often
as its business may require.

ARTICLE IV

OFFICERS

Section 1. Principal Officers. The Board of Directors shall elect a
President, a Secretary and a Treasurer, and may in addition elect a Chairman of
the Board, Vice Chairman, one or more Vice Presidents and such other officers as
it deems fit; the President, the Secretary, the Treasurer, the Chairman of the
Board, if any, Vice Chairman, if any, and the Vice Presidents, if any, being the
principal officers of the Corporation. One person may hold, and perform the
duties of, any two or more of said offices.

Section 2. Election and Term of Office. The principal officers of the
Corporation shall be elected annually by the Board of Directors at the
organization meeting thereof. Each such officer shall hold office until his
successor shall have been elected and shall qualify, or until his earlier
death, resignation or removal.

Section 3. Other Officers. In addition, the Board may elect, or the
Chairman of the Board, if any, or the President may appoint, such other officers
as they deem fit. Any such other officers chosen by the Board of Directors shall
be subordinate officers and shall hold office for such period, have such
authority and perform such duties as the Board of Directors, the Chairman of the
Board, if any, or the President may from time to time determine.

Section 4. Removal. Any officer may be removed, either with or without
cause, at any time, by resolution adopted by the Board of Directors at any
regular meeting of the Board, or at any special meeting of the Board called for
that purpose, at which a quorum is present.

Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Chairman of the Board, if any, the President, the
Secretary or the Board of Directors. Any such resignation shall take effect upon
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

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Section 6. Vacancies. A vacancy in any office may be filled for the
unexpired portion of the term in the manner prescribed in these By-laws for
election or appointment to such office for such term.

Section 7. Chairman of the Board. The Chairman of the Board of
Directors if one be elected, shall preside, if present, at all meetings of the
Board of Directors and he shall have and perform such other duties as from time
to time may be assigned to him by the Board of Directors.

Section 8. Vice Chairman of the Board. The Vice Chairman of the Board
of Directors if one be elected, shall, in the absence of the Chairman, preside,
if present, at all meetings of the Board of Directors and he shall have and
perform such other duties as from time to time may be assigned to him by the
Board of Directors.

Section 9. President. The President shall be the chief executive
officer of the Corporation (unless such an officer shall be specifically
appointed by the Board of Directors) and shall have the general powers and
duties of supervision and management usually vested in the office of president
of a corporation. He shall preside at all meetings of the stockholders if
present thereat, and in the absence or non-election of a Chairman or Vice
Chairman of the Board of Directors, at all meetings of the Board of Directors,
and shall have general supervision, direction and control of the business of the
Corporation. Except as the Board of Directors shall authorize the execution
thereof in some other manner, he shall execute bonds, mortgages, and other
contracts on behalf of the Corporation, and shall cause the seal to be affixed
to any instrument requiring it and when so affixed the seal shall be attested by
the signature of the Secretary or the Treasurer.

Section 10. Vice President. Each Vice President shall have such powers
and shall perform such duties as shall be assigned to him by the directors.

Section 11. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation. He shall
exhibit at all reasonable times his books of account and records to any of the
Directors of the Corporation upon application during business hours at the
office of the Corporation where such books and records shall be kept; when
requested by the Board of Directors, he shall render a statement of the
condition of the finances of the Corporation at any meeting of the Board or at
the annual meeting of stockholders; he shall receive, and give receipt for,
moneys due and payable to the Corporation from any source whatsoever; in
general, he shall perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Chairman of
the Board of Directors, the President or the Board of Directors. The Treasurer
shall give such bond, if any, for the faithful discharge of his duties as the
Board of Directors may require.

Section 12. Secretary. The Secretary, if present, shall act as
secretary at all meetings of the Board of Directors and of the stockholders and
keep the minutes thereof in a book or books to be provided for that purpose; he
shall see that all notices required to be given by the Corporation are duly
given and served; he shall have charge of the stock records of the Corporation;
he shall see that all reports, statements and other documents required by law
are

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properly kept and filed; and in general he shall perform all the 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 the Board of Directors.

Section 13. Salaries. The salaries of the principal officers shall be
fixed from time to time by the Board of Directors, and the salaries of any other
officers may be fixed by the President.

ARTICLE V

INDEMNIFICATION

Section 1. Right of Indemnification. Every person now or hereafter
serving as a director or officer of the Corporation and every such director or
officer serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, limited liability company,
partnership, joint venture, trust or other enterprise, shall be indemnified by
the Corporation in accordance with and to the fullest extent permitted by law
for the defense of, or in connection with, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative.

Section 2. Expenses. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article V.

Section 3. Agreements. The Company is authorized to enter into
indemnification agreements with any of its directors or officers subject to the
provisions of this Article V.

Section 4. Other Rights of Indemnification. The right of
indemnification herein provided shall not be deemed exclusive of any other
rights to which any such director or officer may now or hereafter be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of the
heirs, executors and administrators of such person.

Section 5. Indemnification of Employees and Agents. The rights of
indemnification provided to directors and officers in this Article V may be
applicable, at the discretion of the Company, to its employees and agents.

Section 6. Insurance. The Company is authorized to purchase insurance
on behalf of any person whom it is required or permitted to indemnify according
to this Article V.

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ARTICLE VI

SHARES AND THEIR TRANSFER

Section 1. Certificate for Stock. Every stockholder of the
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board of Directors shall prescribe, certifying the number of shares
of the capital stock of the Corporation owned by him. No certificate shall be
issued for partly paid shares.

Section 2. Stock Certificate Signature. The certificates for such
stock shall be numbered in the order in which they shall be issued and shall be
signed by the President or any Vice President and the Secretary or Treasurer of
the Corporation and its seal shall be affixed thereto. If such certificate is
countersigned (1) by a transfer agent other than the Corporation or its
employee, or, (2) by a registrar other than the Corporation or its employee,
the signatures of such officers of the Corporation may be facsimiles. In case
any Officer of the Corporation who has signed, or whose facsimile signature has
been placed upon, any such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer at the date of issue.

Section 3. Stock Ledger. A record shall be kept by the Secretary or
by any other officer, employee or agent designated by the Board of Directors of
the name of each person, firm or corporation holding capital stock of the
Corporation, the number of shares represented by, and the respective dates of,
each certificate for such capital stock, and in case of cancellation of any such
certificate, the respective dates of cancellation.

Section 4. Cancellation. Every certificate surrendered to the
Corporation for exchange or registration of transfer shall be canceled, and no
new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled,
except, subject to Section 7 of this Article VI, in cases provided for by
applicable law.

Section 5. Registrations of Transfers of Stock. Registrations of
transfers of shares of the capital stock of the Corporation shall be made on
the books of the Corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation or with a transfer clerk or a transfer agent
appointed as in Section 6 of this Article VI provided, and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation; provided, however, that whenever any transfer of shares shall
be made for collateral security, and not absolutely, it shall be so expressed in
the entry of the transfer if, when the certdicates are presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

Section 6. Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient, not inconsistent with the Certificate of
Incorporation or

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these By-laws, concerning the issue, transfer and registration of certificates
for shares of the stock of the Corporation. It may appoint, or authorize any
principal officer or officers to appoint, one or more transfer clerks or one or
more transfer agents and one or more registrars, and may require all
certificates of stock to bear the signature or signatures of any of them.

Section 7. Lost, Stolen, Destroyed or Mutilated Certificates. Before
any certificates for stock of the Corporation shall be issued in exchange for
certificates which shall become mutilated or shall be lost, stolen or destroyed,
proper evidence of such loss, theft, mutilation or destruction shall be procured
for the Board of Directors, if it so requires.

Section 8. Record Dates. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a date as a
record date for any such determination of stockholders. Such record date shall
not be more than sixty or less than ten days before the date of such meeting, or
more than sixty days prior to any other action. If a record date is not fixed by
the Board of Directors as aforesaid, (i) the date for determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be the close of business on the day next preceding the day on which notice is
given, or if no notice is given, the day next preceding the day on which the
meeting is he1d, and (ii) the record date for determining stockholders for any
purpose other than that specified in clause (i) shall be the close of business
on the day on which the resolution of the Board of Directors relating thereto is
adopted.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 1. Corporate Seal. The Board of Directors shall provide a
corporate seal, which shall be in the form of a circle and shall bear the name
of the Corporation and words and figures showing that it was incorporated in the
State of Delaware in the year 1998. The Secretary shall be the custodian of the
seal. The Board of Directors may authorize a duplicate seal to be kept and used
by any other officer.

Section 2. Voting of Stocks Owned by the Corporation. The Board of
Directors may authorize any person on behalf of the Corporation to attend, vote
and grant proxies to be used at any meeting of stockholders of any corporation
(except the Corporation) in which the Corporation may hold stock.

Section 3. Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor, at any regular or special meeting declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the Corpora-

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tion available for dividends such sum or sums as the Directors from time to
time in their discretion deem proper for working capital or as a reserve fund to
meet contingencies or for equalizing dividends or for such other purposes as the
Board of Directors shall deem conducive to the interests of the Corporation.

ARTICLE VIII

AMENDMENTS

These By-laws of the Corporation may be altered, amended or repealed
by the Board of Directors at (a) any regular or special meeting of the Board of
Directors, provided, however, that the Board of Directors may alter, amend or
repeal the provisions of these By-laws relating to the number of Directors only
if all the members of the Board of Directors consent thereto in writing, or (b)
by the affirmative vote of the holders of record of a majority of the issued and
outstanding stock of the Corporation (i) present in person or by proxy at a
meeting of holders of such stock and entitled to vote thereon or (ii) by a
consent in writing in the manner contemplated in Section 9 of Article II,
provided, however, that notice of the proposed alteration, amendment or repeal
is contained in the notice of such meeting. By-laws, whether made or altered by
the stockholders or by the Board of Directors, shall be subject to alteration or
repeal by the stockholders as in this Article VII above provided.

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