EXHIBIT 3.6
 
                          AMENDED AND RESTATED BY-LAWS
 
                                       OF
 
                            ENTERASYS NETWORKS, INC.
                     (as amended through February 11, 2004)
 
                  Section 1. LAW, CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS
 
         1.1.     These by-laws are subject to the certificate of incorporation
of the corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect, and capitalized
terms defined in the certificate of incorporation are used with the meanings set
forth therein.
 
                            Section 2. STOCKHOLDERS
 
         2.1.     Annual Meeting. The annual meeting of stockholders 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
a board of directors and transact such other business as may be required by law
or these by-laws or as may properly come before the meeting. If no annual
meeting is held in accordance with the foregoing provisions, a special meeting
may be held in lieu of the annual meeting, and any action taken at that special
meeting shall have the same effect as if it had been taken at the annual
meeting, and in such case all references in these by-laws to the annual meeting
of stockholders shall be deemed to refer to such special meeting.
 
         2.2.     Special Meetings. A special meeting of the stockholders may be
called at any time by the chairman of the board, if any, the president or the
board of directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.
 
         2.3.     Place of Meeting. All meetings of the stockholders for the
election of directors or for any other purpose shall be held at such place
within or without the State of Delaware as may be determined from time to time
by the chairman of the board, if any, the president or the board of directors.
Any adjourned session of any meeting of the stockholders shall be held at the
place designated in the adjournment.
 
         2.4.     Notice of Meetings. Except as otherwise provided by law, a
written notice of each meeting of stockholders stating the place, day and hour
thereof and, in the case of a special meeting, the purposes for which the
meeting is called, shall be given not less
 
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than ten nor more than sixty days before the meeting, to each stockholder
entitled to vote thereat, and to each stockholder who, by law, by the
certificate of incorporation or by these by-laws, is entitled to notice, by
leaving such notice with him or at his residence or usual place of business, or
by depositing it in the United States mail, postage prepaid, and addressed to
such stockholder at his address as it appears in the records of the corporation.
Business transacted at any special meeting shall be limited to the purpose or
purposes thereof stated in the notice of such meeting. Such notice shall be
given by the secretary, or by an officer or person designated by the board of
directors, or in the case of a special meeting by the officer calling the
meeting. As to any adjourned session of any meeting of stockholders, notice of
the adjourned meeting need not be given if the time and place thereof are
announced at the meeting at which the adjournment was taken except that if the
adjournment is for more than thirty days or if after the adjournment a new
record date is set for the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner heretofore described. No
notice of any meeting of stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice, executed before or after
the meeting or such adjourned session by such stockholder, is filed with the
records of the meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of notice.
 
         2.5.     Business at Stockholder Meetings. Unless otherwise determined
by the board of directors prior to a meeting of the stockholders, the officer
presiding at such meeting, determined in accordance with these by-laws, shall
determine the order of business and shall have the authority in his discretion
to regulate the conduct of such meeting, including, without limitation, to
impose restrictions on the persons (other than stockholders of the corporation
or their duly appointed proxies) who may attend such meeting, to regulate and
restrict the making of statements or asking of questions at such meeting and to
cause the removal from such meeting of any person who has disrupted or appears
likely to disrupt the proceedings at such meeting. At a meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before a meeting of
stockholders, business must be (a) specified in the notice of meeting (or any
supplement thereto) given as provided in these by-laws, (b) otherwise properly
brought before the meeting by or at the direction of a majority of the board of
directors then in office, or (c) otherwise properly brought before the meeting
by a stockholder. For business to be properly brought before a meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the secretary of the corporation and the stockholder must be a stockholder of
record at the time such notice is given through the date of the meeting. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation, not less than 60 days nor
more than 90 days prior to the meeting; provided, however, that in the event
that the date of the meeting is not publicly announced by the corporation by
mail, press release or otherwise more than 70 days prior to the meeting, notice
by the stockholder to be timely must be delivered to the secretary of the
corporation not later than the close of business on the tenth day following
 
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the day on which such announcement of the date of the meeting was made. A
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (b) the name and address, as they
appear on the corporation's books, of the stockholder proposing such business,
(c) the class and number of shares of the corporation which are beneficially
owned by the stockholder, and (d) any material financial interest of the
stockholder in such business. Notwithstanding anything in the by-laws to the
contrary, no business pertaining to this Article shall be conducted at any
meeting except in accordance with the procedures set forth in this Section 2.5.
The chairman of the meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 2.5, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted. Notwithstanding the
foregoing provisions of this Section 2.5, a stockholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the matters set forth
in this section.
 
         2.6.     Quorum of Stockholders. At any meeting of the stockholders a
quorum as to any matter shall consist of a majority of the votes entitled to be
cast on the matter, except where a larger quorum is required by law, by the
certificate of incorporation or by these by-laws. Any meeting may be adjourned
from time to time by a majority of the votes properly cast upon the question,
whether or not a quorum is present. If a quorum is present at an original
meeting, a quorum need not be present at an adjourned session of that meeting.
Shares of its own stock belonging 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, directly or indirectly, by the corporation,
shall neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of any corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.
 
         2.7.     Action by Vote. When a quorum is present at any meeting, a
plurality of the votes properly cast for election to any office shall elect to
such office and a majority of the votes properly cast upon any question other
than an election to an office shall decide the question, except when a larger
vote is required by law, by the certificate of incorporation or by these
by-laws. No ballot shall be required for any election unless requested by a
stockholder present or represented at the meeting and entitled to vote in the
election.
 
         2.8.     No Action without a Meeting. Any action required or permitted
to be taken by the stockholders must be effected at an annual or special meeting
of the stockholders of the corporation and may not be effected by written
consent in lieu of a meeting.
 
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         2.9.     Proxy Representation. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, objecting
to or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof. A
proxy purporting to be authorized by or on behalf of a stockholder, if accepted
by the corporation in its discretion, shall be deemed valid unless challenged at
or prior to its exercise, and the burden of proving invalidity shall rest on the
challenger.
 
         2.10.    Inspectors. The directors or the person presiding at the
meeting may, but need not, appoint one or more inspectors of election and any
substitute inspectors to act at the meeting or any adjournment thereof. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors, if
any, shall determine the number of shares of stock outstanding and the voting
power of each, the shares of stock represented at the meeting, the existence of
a quorum, the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the person
presiding at the meeting, the inspectors shall make a report in writing of any
challenge, question or matter determined by them and execute a certificate of
any fact found by them.
 
         2.11.    List of Stockholders. The secretary shall prepare and make, at
least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.
 
                         Section 3. BOARD OF DIRECTORS
 
         3.1.     Number, Election and Tenure. Except as otherwise fixed by or
pursuant to the certificate of incorporation the number of directors which shall
constitute the whole board shall be determined from time to time by vote of a
majority of the board of directors, provided that the number thereof may not be
less than three. The directors
 
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shall be classified, with respect to the time for which they severally hold
office, into three classes as nearly equal in number as possible: one class
whose term expires at the first annual meeting of stockholders after the Public
Offering Time, another class whose term expires at the second annual meting of
stockholders to be held after the Public Offering Time and another class whose
term expires at the third annual meeting of stockholders to be held after the
Public Offering Time, with each class to hold office until its successors are
elected and qualified. The classes shall be initially comprised of directors
serving at the Public Offering Time, and the membership of each class shall be
initially determined by the board of directors at such time. If the number of
directors is changed by the board of directors, any newly created directorships
or any decrease in directorships shall be so apportioned among the classes as to
make all classes as nearly equal as possible; provided, however, that no
decrease in the number of directors shall shorten the term of any incumbent
director. At each annual meeting of stockholders the successors of the class of
directors whose term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders held in the third year
following the year of their election. Directors need not be stockholders.
 
         3.2.     Notification of Nominations. Subject to the rights of the
holders of any Preferred Stock, 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 by giving
timely notice thereof in proper written form to the secretary. To be timely,
notice shall be delivered to or mailed and received at the principal executive
offices not less than 45 days nor more than 60 days prior to the meeting;
provided, however, that in the event that less than 40 days' notice or prior
public disclosure of the date of the meeting is given or made to the
stockholders, to be timely, notice by the stockholder must be received at the
principal executive offices not later than the close of business on the tenth
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made. To be in proper written form, a
stockholder's notice shall set forth in writing (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended, including, without limitation, such person's written consent to
being named in the proxy statement as a nominee and to serving as a director of
elected and (ii) as to the stockholder giving the notice (x) the name and
address, as they appear on the corporation's books, of such stockholder, (y) the
class and number of shares of the corporation which are beneficially owned by
such stockholder and (z) a petition signed by at least 100 record holders of
capital stock of the corporation which shows the class and number of shares held
by each person and which represent in the aggregate 1% of the outstanding shares
entitled to vote in the election of directors. At the request of the board of
directors, any person nominated by the board of directors for election as a
director shall furnish to the secretary the information required to be set forth
in a stockholder's notice of nomination which pertains to the nominee. In the
event that a stockholder seeks to nominate one or more directors, the secretary
shall appoint one or more inspectors to determine whether a stockholder has
complied with this Section 3.2. If the inspectors shall determine that a
stockholder has not complied with
 
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this Section 3.2, the inspectors shall direct the chairman of the meeting to
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by the by-laws, and the chairman shall so declare to the
meeting and the defective nomination shall be disregarded.
 
         3.3.     Powers. The business and affairs of the corporation shall be
managed by or under the direction of the board of directors who shall have and
may exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.
 
         3.4.     Vacancies. Subject to the rights of the holders of any
Preferred Stock, any vacancies on the board of directors resulting from death,
resignation or removal 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 these by-laws. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified. The directors shall have and may exercise all their
powers notwithstanding the existence of one or more vacancies in their number,
subject to any requirements of law or of the number of directors as required for
a quorum or for any vote or other actions.
 
         3.5.     Committees. The board of directors may, by vote of a majority
of the whole board, (a) designate, change the membership of or terminate the
existence of any committee or committees, each committee to consist of one or
more of the directors; (b) designate one or more directors as alternate members
of any such committee who may replace any absent or disqualified member at any
meeting of the committee; and (c) determine the extent to which each such
committee shall have and may exercise the powers of the board of directors in
the management of the business and affairs of the corporation, including the
power to authorize the seal of the corporation to be affixed to all papers which
require it and the power and authority to declare dividends or to authorize the
issuance of stock; excepting, however, such powers which by law, by the
certificate of incorporation or by these by-laws they are prohibited from so
delegating. Except as the board of directors may otherwise determine, any
committee may make rules for the conduct of its business, but unless otherwise
provided by the board or such rules, its business shall be conducted as nearly
as may be in the same manner as is provided by these by-laws for the conduct of
business by the board of directors. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors upon request.
 
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         3.6.     Regular Meetings. Regular meetings of the board of directors
may be held without call or notice at such places within or without the State of
Delaware and at such times as the board may from time to time determine,
provided that notice of the first regular meeting following any such
determination shall be given to absent directors. A regular meeting of the
directors may be held without call or notice immediately after and at the same
place as the annual meeting of stockholders.
 
         3.7.     Special Meetings. Special meetings of the board of directors
may be held at any time and at any place within or without the State of Delaware
designated in the notice of the meeting, when called by the chairman of the
board or by a majority of the directors, reasonable notice thereof being given
to each director by the secretary or by the chairman.
 
         3.8.     Notice. It shall be reasonable and sufficient notice to a
director to send notice by mail at least two days or by telegram, electronic
mail or other form of electronic communication at least the day before the
meeting addressed to him at his usual or last known business or residence
address or to give notice to him in person or by telephone at least the day
before the meeting. Notice of a meeting need not be given to any director if a
written waiver or notice, executed by him before or after the meeting, is filed
with the records of the meeting, or to any director who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to
him. Neither notice of a meeting nor a waiver of a notice need specify the
purposes of the meeting.
 
         3.9.     Quorum. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, at any meeting of the
directors a majority of the directors then in office shall constitute a quorum;
a quorum shall not in any case be less than one-third of the total number of
directors constituting the whole board. Any meeting may be adjourned from time
to time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice.
 
         3.10.    Action by Vote. Except as may be otherwise provided by law, by
the certificate of incorporation or by these by-laws, when a quorum is present
at any meeting the vote of a majority of the directors present shall be the act
of the board of directors.
 
         3.11.    Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.
 
         3.12.    Participation in Meetings by Conference Telephone. Members of
the board of directors, or any committee designated by such board, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting
 
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can hear each other or by any other means permitted by law. Such participation
shall constitute presence in person at such meeting.
 
         3.13.    Compensation. In the discretion of the board of directors,
each director may be paid such fees for his services as director and be
reimbursed for his reasonable expenses incurred in the performance of his duties
as director as the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.
 
         3.14.    Interested Directors and Officers.
 
         (a)      No contract or transaction between the corporation and one or
more of its directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in which one or
more of the corporation's directors or officers are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if:
 
                  (1)      The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or
 
                  (2)      The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or
 
                  (3)      The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified, by the board
of directors, a committee thereof, or the stockholders.
 
         (b)      Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or of a
committee which authorizes the contract or transaction.
 
                         Section 4. OFFICERS AND AGENTS
 
         4.1.     Enumeration; Qualification. The officers of the corporation
shall be a president, a treasurer, a secretary and such other officers, if any,
as the board of directors from time to time may in its discretion elect or
appoint including without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such agents, if any,
as the board of directors from time to time may in its
 
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discretion choose. Any officer may be but none need be a director or
stockholder. Any two or more offices may be held by the same person. Any officer
may be required by the board of directors to secure the faithful performance of
his duties to the corporation by giving bond in such amount and with sureties or
otherwise as the board of directors may determine.
 
         4.2.     Powers. Subject to law, to the certificate of incorporation
and to the other provisions of these by-laws, each officer shall have, in
addition to the duties and powers herein set forth, such duties and powers as
are commonly incident to his office and such additional duties and powers as the
board of directors may from time to time designate.
 
         4.3.     Election. The officers may be elected by the board of
directors at their first meeting following the annual meeting of the
stockholders or at any other time. At any time or from time to time the
directors may delegate to any officer their power to elect or appoint any other
officer or any agents.
 
         4.4.     Tenure. Each officer shall hold office until the first meeting
of the board of directors following the next annual meeting of the stockholders
and until his respective successor is chosen and qualified unless a shorter
period shall have been specified by the terms of his election or appointment, or
in each case until he sooner dies, resigns, is removed or becomes disqualified.
Each agent shall retain his authority at the pleasure of the directors, or the
officer by whom he was appointed or by the officer who then holds agent
appointive power.
 
         4.5.     Chairman of the Board of Directors, President and Vice
President. The chairman of the board, if any, shall have such duties and powers
as shall be designated from time to time by the board of directors. Unless the
board of directors otherwise specifies, the chairman of the board, or if there
is none the chief executive officer, shall preside, or designate the person who
shall preside, at all meetings of the stockholders and of the board of
directors.
 
         Unless the board of directors otherwise specifies, the president shall
be the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.
 
         Any vice presidents shall have such duties and powers as shall be set
forth in these by-laws or as shall be designated from time to time by the board
of directors or by the president.
 
         4.6.     Treasurer and Assistant Treasurers. Unless the board of
directors otherwise specifies, the treasurer shall be the chief financial
officer of the corporation and shall be in charge of its funds and valuable
papers, and shall have such other duties and powers as may be designated from
time to time by the board of directors or by the president. If no controller is
elected, the treasurer shall, unless the board of directors otherwise specifies,
also have the duties and powers of the controller.
 
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         Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the board of directors, the president or the
treasurer.
 
         4.7.     Controller and Assistant Controllers. If a controller is
elected, he shall, unless the board of directors otherwise specifies, be the
chief accounting officer of the corporation and be in charge of its books of
account and accounting records, and of its accounting procedures. He shall have
such other duties and powers as may be designated from time to time by the board
of directors, the president or the treasurer.
 
         Any assistant controller shall have such duties and powers as shall be
designated from time to time by the board of directors, the president, the
treasurer or the controller.
 
         4.8.     Secretary and Assistant Secretaries. The secretary shall
record all proceedings of the stockholders, of the board of directors and of
committees of the board of directors in a book or series of books to be kept
therefor and shall file therein all actions by written consent of stockholders
or directors. In the absence of the secretary from any meeting, an assistant
secretary, or if there be none or he is absent, a temporary secretary chosen at
the meeting, shall record the proceedings thereof. Unless a transfer agent has
been appointed the secretary shall keep or cause to be kept the stock and
transfer records of the corporation, which shall contain the names and record
addresses of all stockholders and the number of shares registered in the name of
each stockholder. He shall have such other duties and powers as may from time to
time be designated by the board of directors or the president.
 
         Any assistant secretaries shall have such duties and powers as shall be
designated from time to time by the board of directors, the president or the
secretary.
 
         4.9.     Representation of Shares of Other Corporations. The president,
treasurer, secretary or any other officer of this corporation authorized by the
board of directors is authorized to vote, represent, and exercise on behalf of
this corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this corporation. The
authority herein granted may be exercised either by such person directly or by
any other person authorized to do so by proxy or power of attorney duly executed
by such person having the authority.
 
                      Section 5. RESIGNATIONS AND REMOVALS
 
         5.1.     Any director or officer may resign at any time by delivering
his resignation in writing to the chairman of the board, if any, the president,
or the secretary or to a meeting of the board of directors. Such resignation
shall be effective upon receipt unless specified to be effective at some other
time, and without in either case the necessity of its being accepted unless the
resignation shall so state. A director (including persons elected by directors
to fill vacancies on the board) may be removed from office at any time but only
for cause and only by the affirmative vote of 85% of the total number of votes
of the then outstanding shares of capital stock of the corporation entitled to
vote generally in the election of directors voting together as a single class,
excluding shares
 
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owned by a Related Person. The board of directors may at any time remove any
officer either with or without cause. The board of directors may at any time
terminate or modify the authority of any agent. No director or officer resigning
and (except where a right to receive compensation shall be expressly provided in
a duly authorized written agreement with the corporation) no director or officer
removed shall have any right to any compensation as such director or officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or by the year
or otherwise; unless, in the case of a resignation, the directors, or, in the
case of removal, the body acting on the removal, shall in their or its
discretion provide for compensation.
 
                              Section 6. VACANCIES
 
         6.1.     If the office of the president or the treasurer or the
secretary becomes vacant, the directors may elect a successor by vote of a
majority of the directors then in office. If the office of any other officer
becomes vacant, any person or body empowered to elect or appoint that officer
may choose a successor. Each such successor shall hold office for the unexpired
term, and in the case of the president, the treasurer and the secretary until
his successor is chosen and qualified or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Any vacancy of a directorship shall
be filled as specified in Section 3.4 of these by-laws.
 
                            Section 7. CAPITAL STOCK
 
         7.1.     Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board, if any, or the president or a vice president and
by the treasurer or an assistant treasurer or by the secretary or assistant
secretary. Any of the signatures on the certificate may be a facsimile. In case
an officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed on such certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent, or registrar at the time of its issue.
 
         7.2.     Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.
 
                     Section 8. TRANSFER OF SHARES OF STOCK
 
         8.1.     Transfer on Books. Subject to the restrictions, if any, stated
or noted on the stock certificate, shares of stock may be transferred on the
books of the corporation
 
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by the surrender to the corporation or its transfer agent of the certificate
therefor properly endorsed or accompanied by a written assignment and power of
attorney properly executed, with necessary transfer stamps affixed, and with
such proof of the authenticity of signature as the board of directors or the
transfer agent of the corporation may reasonably require. Except as may be
otherwise required by law, by the certificate of incorporation or by these
by-laws, the corporation shall be entitled to treat the record holder of stock
as shown on its books as the owner of such stock for all purposes, including the
payment of dividends and the right to receive notice and to vote or to give any
consent with respect thereto and to be held liable for such calls and
assessments, if any, as may lawfully be made thereon, regardless of any
transfer, pledge or other disposition of such stock until the shares have been
properly transferred on the books of the corporation.
 
         It shall be the duty of each stockholder to notify the corporation of
his post office address.
 
         8.2.     Record Date and Closing Transfer Books. 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, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no such record date is fixed by the board of directors,
the record date for determining the stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the date on which the meeting is
held. 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.
 
         In order that the corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or 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 record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty days prior to such payment, exercise or other
action. If no such record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the board of directors adopts the resolution relating thereto.
 
                           Section 9. CORPORATE SEAL
 
         Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.
 
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                        Section 10. EXECUTION OF PAPERS
 
         Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.
 
                            Section 11. FISCAL YEAR
 
         11.1.    The fiscal year of the corporation shall end on the Saturday
closest to the last day of December in each year.
 
                             Section 12. AMENDMENTS
 
         12.1.    These by-laws (other than this Section 12.1) may be adopted,
amended or repealed by vote of a majority of the directors then in office. The
stockholders shall have the power to amend, alter or repeal any provision of
these by-laws only to the extent and in the manner provided for in the
certificate of incorporation.