Exhibit 3.2

          BYLAWS OF LION CONSULTING GROUP INC. (A DELAWARE CORPORATION)

                                    ARTICLE I
                                     OFFICES

1.1 REGISTERED OFFICE
The registered office shall be in the City of Lewes, County of Sussex, State of
Delaware.

1.2 OFFICES
The corporation may also have offices at such other places both within and
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

2.1 LOCATION
All meetings of the stockholders for the election of directors shall be held in
the place as may be fixed from time to time by the Board of Directors, or at
such other place either within or without the State of Delaware as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting; provided, however, that the Board of Directors may, in its sole
discretion, determine that the meeting shall not be held at any place, but may
instead be held solely by means of remote communication as authorized by Section
211 of the Delaware General Corporations Law ("DGCL"). Meetings of stockholders
for any other purpose may be held at such time and place, if any, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof, or a waiver by electronic
transmission by the person entitled to notice.

2.2 TIMING
Annual meetings of stockholders, commencing with the year 2012, shall be held at
such date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.

2.3 NOTICE OF MEETING
Written notice of any stockholder meeting stating the place, if any, date and
hour of the meeting, the means of remote communication, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such meeting, shall be given to each stockholder entitled to vote at such
meeting not fewer than ten (10) nor more than sixty (60) days before the date of
the meeting.

2.4 STOCKHOLDERS' RECORDS
The officer who has charge of the stock ledger of the corporation shall prepare
and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address (but not the electronic address or
other electronic contact information) of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting for a
period of at least 10 days prior to the meeting: (i) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting, or (ii) during ordinary
business hours, at the principal place of business of the corporation. In the
event that the corporation determines to make the list available on an
electronic network, the corporation may take reasonable steps to ensure that
such information is available only to stockholders of the corporation. If the
meeting is to be held at a place, then the list shall be produced and kept at

the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. If the meeting is to be held solely
by means of remote communication, then the list shall also be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting.

2.5 SPECIAL MEETINGS
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the certificate of incorporation, may be
called by the president and shall be called by the president or secretary at the
request in writing of a majority of the Board of Directors, or at the request in
writing of stockholders owning at least fifty percent (50%) in amount of the
entire capital stock of the corporation issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.

2.6 NOTICE OF MEETING
Written notice of a special meeting stating the place, date and hour of the
meeting and the purpose or purposes for which the meeting is called, shall be
given not fewer than ten (10) nor more than sixty (60) days before the date of
the meeting, to each stockholder entitled to vote at such meeting. The means of
remote communication, if any, by which stockholders and proxyholders may be
deemed to be present in person and vote at such meeting shall also be provided
in the notice.

2.7 BUSINESS TRANSACTED AT SPECIAL MEETING
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice.

2.8 QUORUM; MEETING ADJOURNMENT; PRESENCE BY REMOTE MEANS
(a) QUORUM; MEETING ADJOURNMENT. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
(b) PRESENCE BY REMOTE MEANS. If authorized by the Board of Directors in its
sole discretion, and subject to such guidelines and procedures as the Board of
Directors may adopt, stockholders and proxyholders not physically present at a
meeting of stockholders may, by means of remote communication:
     1.   participate in a meeting of stockholders; and
     2.   be deemed present in person and vote at a meeting of stockholders
          whether such meeting is to be held at a designated place or solely by
          means of remote communication, provided that (i) the corporation shall
          implement reasonable measures to verify that each person deemed
          present and permitted to vote at the meeting by means of remote
          communication is a stockholder or proxyholder, (ii) the corporation
          shall implement reasonable measures to provide such stockholders and
          proxyholders a reasonable opportunity to participate in the meeting
          and to vote on matters submitted to the stockholders, including an
          opportunity to read or hear the proceedings of the meeting

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          substantially concurrently with such proceedings, and (iii) if any
          stockholder or proxyholder votes or takes other action at the meeting
          by means of remote communication, a record of such vote or other
          action shall be maintained by the corporation.

2.9 VOTING THRESHOLDS
When a quorum is present at any meeting, the vote of the holders of a majority
of the stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon
which by express provision of the statutes or of the certificate of
incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.

2.10 NUMBER OF VOTES PER SHARE
Unless otherwise provided in the certificate of incorporation, each stockholder
shall at every meeting of the stockholders be entitled to one vote by such
stockholder or by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after three years from
its date, unless the proxy provides for a longer period.

2.11 ACTION BY WRITTEN CONSENT OF STOCKHOLDERS; ELECTRONIC CONSENT; NOTICE OF
ACTION
(a) ACTION BY WRITTEN CONSENT OF STOCKHOLDERS. Unless otherwise provided by the
certificate of incorporation, any action required or permitted to be taken at
any annual or special meeting of the stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing
setting forth the action so taken, is signed in a manner permitted by law by the
holders of outstanding stock having not less than the number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Written stockholder consents
shall bear the date of signature of each stockholder who signs the consent in
the manner permitted by law and shall be delivered to the corporation as
provided in subsection (b) below. No written consent shall be effective to take
the action set forth therein unless, within sixty (60) days of the earliest
dated consent delivered to the corporation in the manner provided above, written
consents signed by a sufficient number of stockholders to take the action set
forth therein are delivered to the corporation in the manner provided above.
(b) ELECTRONIC CONSENT. A telegram, cablegram or other electronic transmission
consenting to an action to be taken and transmitted by a stockholder or
proxyholder, or a person or persons authorized to act for a stockholder or
proxyholder, shall be deemed to be written, signed and dated for the purposes of
this section, provided that any such telegram, cablegram or other electronic
transmission sets forth or is delivered with information from which the
corporation can determine (1) that the telegram, cablegram or other electronic
transmission was transmitted by the stockholder or proxyholder or by a person or
persons authorized to act for the stockholder or proxyholder and (2) the date on
which such stockholder or proxyholder or authorized person or persons
transmitted such telegram, cablegram or electronic transmission. The date on
which such telegram, cablegram or electronic transmission is transmitted shall
be deemed to be the date on which such consent was signed. No consent given by
telegram, cablegram or other electronic transmission shall be deemed to have
been delivered until such consent is reproduced in paper form and until such
paper form is delivered to the corporation by delivery to its registered office
in the State of Delaware, its principal place of business or an officer or agent
of the corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to a corporation's registered office
shall be made by hand or by certified or registered mail, return receipt
requested. Notwithstanding the foregoing limitations on delivery, consents given
by telegram, cablegram or other electronic transmission may be otherwise
delivered to the principal place of business of the corporation or to an officer
or agent of the corporation having custody of the book in which proceedings of

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meetings of stockholders are recorded if, to the extent and in the manner
provided by resolution of the Board of Directors of the corporation.
(c) NOTICE OF ACTION. Prompt notice of any action taken pursuant to this Section
2.11 shall be provided to the stockholders in accordance with Section 228(e) of
the DGCL.

                                   ARTICLE III
                                    DIRECTORS

3.1 AUTHORIZED DIRECTORS
The number of directors that shall constitute the whole Board of Directors shall
be determined by resolution of the Board of Directors or by the stockholders at
the annual meeting of the stockholders, except as provided in Section 3.2 of
this Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

3.2 VACANCIES
Unless otherwise provided in the corporation's certificate of incorporation, as
it may be amended, vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board of Directors (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
(10%) of the total number of the shares at the time outstanding having the right
to vote for such directors, summarily order an election to be held to fill any
such vacancies or newly created directorships, or to replace the directors
chosen by the directors then in office.

3.3 BOARD AUTHORITY
The business of the corporation shall be managed by or under the direction of
its Board of Directors, which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the
certificate of incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.

3.4 LOCATION OF MEETINGS
The Board of Directors of the corporation may hold meetings, both regular and
special, either within or without the State of Delaware.

3.5 FIRST MEETING
The first meeting of each newly elected Board of Directors shall be held at such
time and place as shall be fixed by the vote of the stockholders at the annual
meeting and no notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum shall be
present. In the event of the failure of the stockholders to fix the time or
place of such first meeting of the newly elected Board of Directors, or in the
event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.

3.6 REGULAR MEETINGS
Regular meetings of the Board of Directors may be held without notice at such
time and at such place as shall from time to time be determined by the Board of
Directors.

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3.7 SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the president upon
notice to each director; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two (2)
directors unless the Board of Directors consists of only one director, in which
case special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of the sole director. Notice of
any special meeting shall be given to each director at his business or residence
in writing, or by telegram, facsimile transmission, telephone communication or
electronic transmission (provided, with respect to electronic transmission, that
the director has consented to receive the form of transmission at the address to
which it is directed). If mailed, such notice shall be deemed adequately
delivered when deposited in the United States mails so addressed, with postage
thereon prepaid, at least five (5) days before such meeting. If by telegram,
such notice shall be deemed adequately delivered when the telegram is delivered
to the telegraph company at least twenty-four (24) hours before such meeting. If
by facsimile transmission or other electronic transmission, such notice shall be
transmitted at least twenty-four (24) hours before such meeting. If by
telephone, the notice shall be given at least twelve (12) hours prior to the
time set for the meeting. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice of such meeting, except for amendments to these Bylaws
as provided under Section 8.1 of Article VIII hereof. A meeting may be held at
any time without notice if all the directors are present (except as otherwise
provided by law) or if those not present waive notice of the meeting in writing,
either before or after such meeting.

3.8 QUORUM
At all meetings of the Board of Directors a majority of the directors shall
constitute a quorum for the transaction of business and any act of a majority of
the directors present at any meeting at which there is a quorum shall be an act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum is not present at
any meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

3.9 ACTION WITHOUT A MEETING
Unless otherwise restricted by the certificate of incorporation or these bylaws,
any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if all
members of the Board of Directors or committee, as the case may be, consent
thereto in writing or by electronic transmission, and the writing, writings,
electronic transmission or transmissions are filed with the minutes of
proceedings of the Board of Directors or committee.

3.10 TELEPHONIC MEETINGS
Unless otherwise restricted by the certificate of incorporation or these bylaws,
members of the Board of Directors or any committee designated by the Board of
Directors may participate in a meeting of the Board of Directors or any
committee, by means of conference telephone or other means of communication by
which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at the meeting.

3.11 COMMITTEES
The Board of Directors may designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.

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In the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or she or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it, but no such committee shall have the power or authority in
reference to the following matters: (i) approving or adopting, or recommending
to the stockholders, any action or matter expressly required by the DGCL to be
submitted to stockholders for approval or (ii) adopting, amending or repealing
any provision of these bylaws.

3.12 MINUTES OF MEETINGS
Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors when required.

3.13 COMPENSATION OF DIRECTORS
Unless otherwise restricted by the certificate of incorporation or these bylaws,
the Board of Directors shall have the authority to fix the compensation of
directors. The directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

3.14 REMOVAL OF DIRECTORS
Unless otherwise provided by the certificate of incorporation or these bylaws,
any director or the entire Board of Directors may be removed, with or without
cause, by the holders of a majority of shares entitled to vote at an election of
directors.

                                   ARTICLE IV
                                     NOTICES

4.1 NOTICE
Unless otherwise provided in these bylaws, whenever, under the provisions of the
statutes or of the certificate of incorporation or of these bylaws, notice is
required to be given to any director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by telegram.

4.2 WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the statutes
or of the certificate of incorporation or of these bylaws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.

4.3 ELECTRONIC NOTICE
(a) ELECTRONIC TRANSMISSION. Without limiting the manner by which notice
otherwise may be given effectively to stockholders and directors, any notice to
stockholders or directors given by the corporation under any provision of the
DGCL, the certificate of incorporation or these bylaws shall be effective if

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given by a form of electronic transmission consented to by the stockholder or
director to whom the notice is given. Any such consent shall be revocable by the
stockholder or director by written notice to the corporation. Any such consent
shall be deemed revoked if (1) the corporation is unable to deliver by
electronic transmission two consecutive notices given by the corporation in
accordance with such consent and (2) such inability becomes known to the
secretary or an assistant secretary of the corporation or to the transfer agent,
or other person responsible for the giving of notice; provided, however, the
inadvertent failure to treat such inability as a revocation shall not invalidate
any meeting or other action.
(b) EFFECTIVE DATE OF NOTICE. Notice given pursuant to subsection (a) of this
section shall be deemed given: (1) if by facsimile telecommunication, when
directed to a number at which the stockholder or director has consented to
receive notice; (2) if by electronic mail, when directed to an electronic mail
address at which the stockholder or director has consented to receive notice;
(3) if by a posting on an electronic network together with separate notice to
the stockholder or director of such specific posting, upon the later of (i) such
posting and (ii) the giving of such separate notice; and (4) if by any other
form of electronic transmission, when directed to the stockholder or director.
An affidavit of the secretary or an assistant secretary or of the transfer agent
or other agent of the corporation that the notice has been given by a form of
electronic transmission shall, in the absence of fraud, be prima facie evidence
of the facts stated therein.
(c) FORM OF ELECTRONIC TRANSMISSION. For purposes of these bylaws, "electronic
transmission" means any form of communication, not directly involving the
physical transmission of paper, that creates a record that may be retained,
retrieved, and reviewed by a recipient thereof, and that may be directly
reproduced in paper form by such a recipient through an automated process.

                                    ARTICLE V
                                    OFFICERS

5.1 REQUIRED AND PERMITTED OFFICERS
The officers of the corporation shall be chosen by the Board of Directors and
shall be a president, treasurer and a secretary. The Board of Directors may
elect from among its members a Chairman of the Board and a Vice Chairman of the
Board. The Board of Directors may also choose one or more vice presidents,
assistant secretaries and assistant treasurers. Any number of offices may be
held by the same person, unless the certificate of incorporation or these bylaws
otherwise provide.

5.2 APPOINTMENT OF REQUIRED OFFICERS
The Board of Directors at its first meeting after each annual meeting of
stockholders shall choose a president, a treasurer, and a secretary and may
choose vice presidents.

5.3 APPOINTMENT OF PERMITTED OFFICERS
The Board of Directors may appoint such other officers and agents as it shall
deem necessary who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board of Directors.

5.4 OFFICER COMPENSATION
The salaries of all officers and agents of the corporation shall be fixed by the
Board of Directors.

5.5 TERM OF OFFICE; VACANCIES
The officers of the corporation shall hold office until their successors are
chosen and qualify. Any officer elected or appointed by the Board of Directors
may be removed at any time by the affirmative vote of a majority of the Board of

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Directors. Any vacancy occurring in any office of the corporation shall be
filled by the Board of Directors.

                            THE CHAIRMAN OF THE BOARD

5.6 CHAIRMAN PRESIDES
The Chairman of the Board, if any, shall preside at all meetings of the Board of
Directors and of the stockholders at which he or she shall be present. He or she
shall have and may exercise such powers as are, from time to time, assigned to
him by the Board of Directors and as may be provided by law.

5.7 ABSENCE OF CHAIRMAN
In the absence of the Chairman of the Board, the Vice-Chairman of the Board, if
any, shall preside at all meetings of the Board of Directors and of the
stockholders at which he or she shall be present. He or she shall have and may
exercise such powers as are, from time to time, assigned to him by the Board of
Directors and as may be provided by law.

                        THE PRESIDENT AND VICE PRESIDENTS

5.8 POWERS OF PRESIDENT
The president shall be the chief executive officer of the corporation unless
some other officer is so designated by the Board; in the absence of the Chairman
and Vice-Chairman of the Board he or she shall preside at all meetings of the
stockholders and the Board of Directors; he or she shall have general and active
management of the business of the corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect.

5.9 PRESIDENT'S SIGNATURE AUTHORITY
The president shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the corporation.

5.10 ABSENCE OF PRESIDENT
In the absence of the president or in the event of his inability or refusal to
act, the vice president, if any, (or in the event there be more than one vice
president, the vice presidents in the order designated by the directors, or in
the absence of any designation, then in the order of their election) 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-presidents shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

5.11 DUTIES OF SECRETARY
The secretary shall attend all meetings of the Board of Directors and all
meetings of the stockholders and record all the proceedings of the meetings of
the corporation and of the Board of Directors in a book to be kept for that
purpose and shall perform like duties for the standing committees when required.
He or she shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or president,
under whose supervision he or she shall be. He or she shall have custody of the
corporate seal of the corporation and he or she, or an assistant secretary,
shall have authority to affix the same to any instrument requiring it and when
so affixed, it may be attested by his signature or by the signature of such
assistant secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the corporation and to attest the affixing by
his signature.

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5.12 DUTIES OF ASSISTANT SECRETARY
The assistant secretary, or if there be more than one, the assistant secretaries
in the order determined by the Board of Directors (or if there be no such
determination, then in the order of their election) shall, in the absence of the
secretary or in the event of his inability or refusal to act, perform the duties
and exercise the powers of the secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

5.13 DUTIES OF TREASURER
The treasurer shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories as
may be designated by the Board of Directors.

5.14 DISBURSEMENTS AND FINANCIAL REPORTS
He or she shall disburse the funds of the corporation as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the president and the Board of Directors, at its regular meetings or
when the Board of Directors so requires, an account of all his transactions as
treasurer and of the financial condition of the corporation.

5.15 TREASURER'S BOND
If required by the Board of Directors, the treasurer shall give the corporation
a bond (which shall be renewed every six years) in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

5.16 DUTIES OF ASSISTANT TREASURER
The assistant treasurer, or if there shall be more than one, the assistant
treasurers in the order determined by the Board of Directors (or if there be no
such determination, then in the order of their election) shall, in the absence
of the treasurer or in the event of the treasurer's inability or refusal to act,
perform the duties and exercise the powers of the treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                   ARTICLE VI
                              CERTIFICATE OF STOCK

6.1 STOCK CERTIFICATES
Every holder of stock in the corporation shall be entitled to have a
certificate, signed by or in the name of the corporation by, the Chairman or
Vice-Chairman of the Board of Directors, or the president or a vice president
and the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by him in
the corporation.

Certificates may be issued for partly paid shares and in such case upon the face
or back of the certificates issued to represent any such partly paid shares, the
total amount of the consideration to be paid therefor, and the amount paid
thereon shall be specified.

If the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such

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preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue to represent such
class or series of stock,provided that, except as otherwise provided in Section
202 of the DGCL, in lieu of the foregoing requirements, there may be set forth
on the face or back of the certificate which the corporation shall issue to
represent such class or series of stock, a statement that the corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

6.2 FACSIMILE SIGNATURES
Any or all of the signatures on the certificate may be facsimile. In the event
that any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, the
certificate may be issued by the corporation with the same effect as if such
officer, transfer agent or registrar were still acting as such at the date of
issue.

6.3 LOST CERTIFICATES
The Board of Directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to be lost, stolen
or destroyed. When authorizing such issuance of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

6.4 TRANSFER OF STOCK
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, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

6.5 FIXING A RECORD DATE
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, 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 a record date which shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

6.6 REGISTERED STOCKHOLDERS
The corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, to vote as
such owner, to hold liable for calls and assessments a person registered on its
books as the owner of shares and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

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                                   ARTICLE VII
                               GENERAL PROVISIONS

7.1 DIVIDENDS
Dividends upon the capital stock of the corporation, if any, subject to the
provisions of the certificate of incorporation, may be declared by the Board of
Directors at any regular or special meeting, pursuant to law. Dividends may be
paid in cash, in property or in shares of the capital stock, subject to the
provisions of the certificate of incorporation.

7.2 RESERVE FOR DIVIDENDS
Before payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time
to time, in their sole discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purposes as the directors think
conducive to the interests of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

7.3 CHECKS
All checks or demands for money and notes of the corporation shall be signed by
such officer or officers or such other person or persons as the Board of
Directors may from time to time designate.

7.4 FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the Board of
Directors.

7.5 CORPORATE SEAL
The Board of Directors may adopt a corporate seal having inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

7.6 INDEMNIFICATION
The corporation shall, to the fullest extent authorized under the laws of the
State of Delaware, as those laws may be amended and supplemented from time to
time, indemnify any director made, or threatened to be made, a party to an
action or proceeding, whether criminal, civil, administrative or investigative,
by reason of being a director of the corporation or a predecessor corporation or
a director or officer of another corporation, if such person served in such
position at the request of the corporation; provided, however, that the
corporation shall indemnify any such director or officer in connection with a
proceeding initiated by such director or officer only if such proceeding was
authorized by the Board of Directors of the corporation. The indemnification
provided for in this Section 7.6 shall: (i) not be deemed exclusive of any other
rights to which those indemnified may be entitled under these bylaws, agreement
or vote of stockholders or disinterested directors or otherwise, both as to
action in their official capacities and as to action in another capacity while
holding such office, (ii) continue as to a person who has ceased to be a
director, and (iii) inure to the benefit of the heirs, executors and
administrators of a person who has ceased to be a director. The corporation's
obligation to provide indemnification under this Section 7.6 shall be offset to
the extent of any other source of indemnification or any otherwise applicable
insurance coverage under a policy maintained by the corporation or any other
person.

Expenses incurred by a director of the corporation in defending a civil or
criminal action, suit or proceeding by reason of the fact that he or she is or
was a director of the corporation (or was serving at the corporation's request
as a director or officer of another corporation) shall be paid by the
corporation in advance of the final disposition of such action, suit or

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proceeding upon receipt of an undertaking by or on behalf of such director to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation as authorized by relevant sections
of the DGCL. Notwithstanding the foregoing, the corporation shall not be
required to advance such expenses to an agent who is a party to an action, suit
or proceeding brought by the corporation and approved by a majority of the Board
of Directors of the corporation that alleges willful misappropriation of
corporate assets by such agent, disclosure of confidential information in
violation of such agent's fiduciary or contractual obligations to the
corporation or any other willful and deliberate breach in bad faith of such
agent's duty to the corporation or its stockholders.

The foregoing provisions of this Section 7.6 shall be deemed to be a contract
between the corporation and each director who serves in such capacity at any
time while this bylaw is in effect, and any repeal or modification thereof shall
not affect any rights or obligations then existing with respect to any state of
facts then or theretofore existing or any action, suit or proceeding theretofore
or thereafter brought based in whole or in part upon any such state of facts.

The Board of Directors in its sole discretion shall have power on behalf of the
corporation to indemnify any person, other than a director, made a party to any
action, suit or proceeding by reason of the fact that he or she, his testator or
intestate, is or was an officer or employee of the corporation.

To assure indemnification under this Section 7.6 of all directors, officers and
employees who are determined by the corporation or otherwise to be or to have
been "fiduciaries" of any employee benefit plan of the corporation that may
exist from time to time, Section 145 of the DGCL shall, for the purposes of this
Section 7.6, be interpreted as follows: an "other enterprise" shall be deemed to
include such an employee benefit plan, including without limitation, any plan of
the corporation that is governed by the Act of Congress entitled "Employee
Retirement Income Security Act of 1974," as amended from time to time; the
corporation shall be deemed to have requested a person to serve the corporation
for purposes of Section 145 of the DGCL, as administrator of an employee benefit
plan where the performance by such person of his duties to the corporation also
imposes duties on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan; excise taxes assessed on a person
with respect to an employee benefit plan pursuant to such Act of Congress shall
be deemed "fines."

                      CERTIFICATE OF INCORPORATION GOVERNS

7.7 CONFLICTS WITH CERTIFICATE OF INCORPORATION
In the event of any conflict between the provisions of the corporation's
certificate of incorporation and these bylaws, the provisions of the certificate
of incorporation shall govern.

                                  ARTICLE VIII
                                   AMENDMENTS

8.1 These bylaws may be altered, amended or repealed, or new bylaws may be
adopted by the stockholders or by the Board of Directors, when such power is
conferred upon the Board of Directors by the certificate of incorporation at any
regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new bylaws be contained in the
notice of such special meeting. If the power to adopt, amend or repeal bylaws is
conferred upon the Board of Directors by the certificate of incorporation, it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal bylaws.

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                                   ARTICLE IX
                                LOANS TO OFFICERS

9.1 The corporation may lend money to, or guarantee any obligation of or
otherwise assist any officer or other employee of the corporation or of its
subsidiaries, including any officer or employee who is a director of the
corporation or its subsidiaries, whenever, in the judgment of the Board of
Directors, such loan, guarantee or assistance may reasonably be expected to
benefit the corporation. The loan, guarantee or other assistance may be with or
without interest and may be unsecured or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in these bylaws shall be deemed to deny, limit
or restrict the powers of guaranty or warranty of the corporation at common law
or under any statute.


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