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                                                                     Exhibit 3.2

                                     BYLAWS

                                       OF

                                    CKX, INC.

                            (A DELAWARE CORPORATION)

                                    ARTICLE I

                                     OFFICES

     SECTION 1.   REGISTERED OFFICE. The registered office of the Corporation
within the State of Delaware shall be in the City of Dover, County of Kent.

     SECTION 2.   OTHER OFFICES. The Corporation may also have an office or
offices other than said registered office at such place or places, either within
or without the State of Delaware, as the Board of Directors shall from time to
time determine or the business of the Corporation may require. The books and
records of the Corporation may be kept outside the State of Delaware at such
place or places as may from time to time be designated by the Board of
Directors.

                                   ARTICLE II

                                  STOCKHOLDERS

     SECTION 1.   PLACE OF MEETINGS. All meetings of the stockholders for the
election of directors or for any other purpose shall be held at any such place,
either within or without the State of Delaware, as shall be designated from time
to time by the Board of Directors, the Chairman of the Board of Directors or the
Chief Executive Officer and stated in the notice of meeting or, if no place is
so designated, at the principal office of the Corporation.

     SECTION 2.   ANNUAL MEETING. An annual meeting of stockholders shall be
held each year and stated in a notice of meeting. The date and time of such
meeting shall be determined by the Chairman of the Board of Directors or the
Chief Executive Officer of the Corporation; PROVIDED THAT if the Chairman of the
Board of Directors or Chief Executive Officer does not act, the Board of
Directors shall determine the date and time of such meeting. At such annual
meeting, the stockholders shall elect, by a plurality vote, a Board of Directors
and transact such other business as may properly be brought before the meeting.

     SECTION 3.   SPECIAL MEETINGS. Special meetings of stockholders, unless
otherwise prescribed by statute, may be called at any time by the Board of
Directors, or the Chairman of the Board, if one shall have been elected, the
Chief Executive Officer or the President. Such meeting may be held at such date
and time as determined by the person or persons authorized to call the meeting
and designated in the notice of the meeting.

     SECTION 4.   NOTICE OF MEETINGS. Except as otherwise expressly required by
statute, written notice of each annual and special meeting of stockholders
stating the date, place and hour

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of the meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given to each stockholder of record
entitled to vote thereat, and to any other stockholder to whom the giving of
notice shall be required by law, not less than ten (10) nor more than sixty (60)
days before the date of the meeting. Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the notice. Notice
shall be given personally or by mail and, if by mail, shall be sent in a postage
prepaid envelope, addressed to the stockholder at his address as it appears on
the records of the Corporation. Notice by mail shall be deemed given at the time
when the same shall be deposited in the United States mail, postage prepaid.
Notice of any meeting shall not be required to be given to any person who
attends such meeting, except when such person attends the meeting in person or
by proxy for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened, or who, either before or after the meeting, shall submit a signed
written waiver of notice, in person or by proxy. Neither the business to be
transacted at, nor the purpose of, an annual or special meeting of stockholders
need be specified in any written waiver of notice. Any previously scheduled
meeting of the stockholders may be postponed, and (unless the Certificate of
Incorporation provides otherwise) any special meeting of the stockholders may be
cancelled, by resolution of the Board of Directors upon public notice given
prior to the date previously scheduled for such meeting of stockholders.

     SECTION 5.   List of Stockholders. The Secretary of the Corporation shall
prepare and make, at least ten (10) days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, showing the address of 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, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
either through 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 during ordinary business hours, at the principal place of
business of the Corporation. 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.

     SECTION 6.   QUORUM, ADJOURNMENTS. The holders of a majority of the voting
power of the issued and outstanding stock of the Corporation entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at all meetings of stockholders, except as
otherwise provided by statute or by the Certificate of Incorporation. If,
however, such quorum shall not be present or represented by proxy at any meeting
of stockholders, the Chairman of the Board of Directors, the Chief Executive
Officer or a majority of the stockholders entitled to vote thereat, present in
person or represented by proxy, shall have the 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 by proxy. At such adjourned meeting at
which a quorum shall be present or represented by proxy, any business may be
transacted which might have been transacted at the meeting as originally called.
If the adjournment is for more than thirty (30) days, or, if after adjournment a
new record date is set, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting

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     SECTION 7.   ORGANIZATION. At each meeting of stockholders, the Chairman of
the Board, if one shall have been elected, or, in his absence or inability to
act or if one shall not have been elected, the Chief Executive Officer or the
President shall act as chairman of the meeting. The Secretary or, in his absence
or inability to act, the person whom the chairman of the meeting shall appoint
secretary of the meeting shall act as secretary of the meeting and keep the
minutes thereof.

     SECTION 8.   ORDER OF BUSINESS. The order of business at all meetings of
the stockholders shall be as determined by the chairman of the meeting.

     SECTION 9.   VOTING. Except as otherwise provided by statute or the
Certificate of Incorporation (including pursuant to any duly authorized
certificate of designation), each stockholder of the Corporation shall be
entitled at each meeting of stockholders to one vote for each share of capital
stock of the Corporation standing in his name on the record of stockholders of
the Corporation:

     (a)  on the date fixed pursuant to the provisions of Section 14 of Article
II of these Bylaws as the record date for the determination of the stockholders
who shall be entitled to notice of and to vote at such meeting; or

     (b)  if no such record date shall have been so fixed, then at the close of
business on the day next preceding the day on which notice thereof shall be
given, or, if notice is waived, at the close of business on the date next
preceding the day on which the meeting is held.

     Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him by a proxy signed by such
stockholder or his attorney-in-fact duly authorized in writing, or transmitted
as permitted by law, including, without limitation, via telegram, cablegram or
other means of electronic transmission, but no proxy shall be voted after three
(3) years from its date, unless the proxy provides for a longer period. Any such
proxy shall be delivered to the secretary of the meeting at or prior to the time
designated in the order of business for so delivering such proxies. Any proxy
transmitted electronically shall set forth information from which it can be
determined that such electronic transmission was authorized by the stockholder.
When a quorum is present at any meeting, the vote of the holders of a majority
of the voting power of the issued and outstanding stock of the Corporation
entitled to vote thereon, 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 statute or of the Certificate of Incorporation or
of these Bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of such question. Unless
required by statute, or determined by the chairman of the meeting to be
advisable, the vote on any question need not be by ballot. On a vote by ballot,
each ballot shall be signed by the stockholder voting, or by his proxy, if there
by such proxy, and shall state the number of shares voted and the number of
votes to which each share is entitled.

     SECTION 10.  INSPECTORS. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors (which may include
individuals who serve the Corporation in other capacities, including, without
limitation, as officers, employees, agents or representatives) to act at such
meeting or any adjournment thereof. If any of the inspectors so

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appointed shall fail to appear or act, the chairman of the meeting shall, or if
inspectors shall not have been appointed, the chairman of the meeting may,
appoint one or more inspectors. 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 shall determine the number of shares of
capital stock of the Corporation outstanding and the voting power of each, the
number of shares 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
results, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the chairman of the meeting, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them. No
director or candidate for the office of director shall act as an inspector of an
election of directors. Inspectors need not be stockholders.

     SECTION 11.  ADVANCE NOTICE PROVISIONS FOR ELECTION OF DIRECTORS. Other
than persons designated pursuant to the terms of a series of preferred stock of
the Corporation, only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors of the Corporation.
Nominations of persons for election to the Board of Directors may be made at any
annual meeting of stockholders, or at any special meeting of stockholders called
for the purpose of electing directors as provided under Section 3 of this
Article II, (a) by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) (in the case of special meetings, provided
the Board of Directors has determined that directors shall be elected at such
meeting) by any stockholder of the Corporation (i) who is a stockholder of
record on the date of the giving of the notice provided for in this Section 11
and on the record date for the determination of stockholders entitled to vote at
such meeting and (ii) who complies with the notice procedures set forth in this
Section 11.

     In addition to any other applicable requirements, for a nomination to be
made by a stockholder such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.

     To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
in the case of an annual meeting, not less than ninety (90) days nor more than
the close of business one hundred twenty (120) days prior to the date of the
anniversary of the previous year's annual meeting; PROVIDED, HOWEVER, that in
the event the annual meeting is scheduled to be held on a date more than thirty
(30) days prior to or delayed by more than sixty (60) days after such
anniversary date, notice by the stockholder in order to be timely must be so
received not earlier than the close of business one hundred twenty (120) days
prior to such annual meeting, and not later than the later of the close of
business ninety (90) days prior to such annual meeting or the tenth (10th) day
following the day on which notice of the date of such annual meeting was mailed
or public disclosure of the date of such annual meeting was made by the
Corporation and (b) in the case of a special meeting of stockholders called for
the purpose of electing directors, not earlier than the close of business one
hundred twenty (120) days prior to such meeting, and not later than the later of
the close of business ninety (90) days prior to such meeting or the tenth (10th)
day following the day on which notice of the date of such special meeting was
mailed or public disclosure of the date of

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such special meeting was made by the Corporation. For purposes of Sections 11
and 12 of Article II of these Bylaws, "public disclosure" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

     To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a director (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment of
the person, (iii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by the person and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act, and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the proposal is made (i) the name and record
address of such stockholder (as they appear in the Corporation's books) and of
such beneficial owner, (ii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by such
stockholder or such beneficial owner, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve as a
director if elected.

     No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section 11.
If the chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.

     SECTION 12.  ADVANCE NOTICE PROVISIONS FOR BUSINESS TO BE TRANSACTED AT
ANNUAL MEETING. No business may be transacted at an annual meeting of
stockholders, other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the annual meeting by or at the
direction of the Board of Directors or (c) otherwise properly brought before the
annual meeting by any stockholder of the Corporation (i) who is a stockholder of
record on the date of the giving of the notice provided for in this Section 12
and on the record date for the determination of stockholders entitled to vote at
such annual meeting and (ii) who complies with the notice procedures set forth
in this Section 12.

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     In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation and such business must otherwise be a proper matter for
stockholder action.

     To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than the close of business ninety (90) days, nor more than one hundred
twenty (120) days, prior to the date of the anniversary of the previous year's
annual meeting; PROVIDED, HOWEVER, that in the event the annual meeting is
scheduled to be held on a date more than thirty (30) days prior to or delayed by
more than sixty (60) days after such anniversary date, notice by the stockholder
in order to be timely must be so received not earlier than the close of business
one hundred twenty (120) days prior to such annual meeting, and not later than
the later of the close of business ninety (90) days prior to such annual meeting
or the tenth (10th) day following the day on which notice of the date of such
annual meeting was mailed or public disclosure of the date of such annual
meeting was made by the Corporation.

     To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such stockholder (as they appear in
the Corporation's books) and of the beneficial owner, if any, on whose behalf
the proposal is made, (iii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by such
stockholder and beneficial owner, (iv) a description of all arrangements or
understandings between such stockholder, beneficial owner and any other person
or persons (including their names) in connection with the proposal of such
business by such stockholder and beneficial owner and any material interest of
such stockholder or beneficial owner in such business and (v) a representation
that such stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.

     No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 12; PROVIDED, HOWEVER, that, once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 12 shall be deemed to preclude discussion by any
stockholder of any such business. If the chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

     Notwithstanding the foregoing provisions of Sections 11 and 12 of Article
II of these Bylaws, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be
deemed to affect any rights (i) of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a 8 under the
Exchange Act or (ii) of the holders of any series of Preferred Stock to elect
directors under specified circumstances.

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     SECTION 13.  ACTION BY WRITTEN CONSENT. For so long as any class of the
Corporation's capital stock is registered under Section 12 of the Exchange Act,
or the Corporation is required to file periodic reports with the Securities and
Exchange Commission pursuant to Section 15(d) of the Exchange Act with respect
to any class of the Corporation's capital stock, subject to the rights of the
holders of any series of Preferred Stock with respect to such series of
Preferred Stock, the stockholders of the Corporation may not take any action by
written consent in lieu of a meeting, and must take any actions at a duly called
annual or special meeting of stockholders and the power of stockholders to
consent in writing without a meeting is specifically denied.

     SECTION 14.  Fixing the 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, in
advance, 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 shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty days prior to any other action. If no
record date is fixed by the Board of Directors, the record date for determining
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 notice is waived, at the close of business on the day next
preceding the day 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.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 1.   GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. The Board
of Directors may exercise all such authority and powers of the Corporation and
do all such lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.

     SECTION 2.   NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE. Subject
to any rights of the holders of any class or series of Preferred Stock to elect
additional directors under specified circumstances, the number of directors
constituting the initial Board of Directors shall be one (1). Thereafter, the
number of directors may be fixed, from time to time, by the affirmative vote of
a majority of the entire Board of Directors or by action of the stockholders of
the Corporation; PROVIDED, HOWEVER, that whenever the holders of any class or
series of Preferred Stock of the Corporation are entitled to elect one or more
directors pursuant to the provisions of the Certificate of Incorporation
(including pursuant to any duly authorized certificate of designation), and
except as otherwise provided therein, such directors shall be elected by a
plurality of the votes of such class or series of Preferred Stock present in
person or represented by proxy at the meeting and entitled to vote in the
election of such directors. Any decrease in the

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number of directors shall be effective at the time of the next succeeding annual
meeting of stockholders unless there shall be vacancies in the Board of
Directors, in which case such decrease may become effective at any time prior to
the next succeeding annual meeting to the extent of the number of such
vacancies. Directors need not be stockholders. Except as otherwise provided by
statute or these By-Laws, the directors (other than members of the initial Board
of Directors) shall be elected at the annual meeting of stockholders. Each
director shall hold office until his successor shall have been elected and shall
have qualified, or until his death, or until he shall have resigned, or have
been removed, as hereinafter provided in these By-Laws.

     SECTION 3.   PLACE OF MEETINGS. Meetings of the Board of Directors shall be
held 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 notice of any such meeting.

     SECTION 4.   ANNUAL MEETING. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of stockholders, on
the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. In the event such annual meeting is
not so held, the annual meeting of the Board of Directors may be held at such
other time or place (within or without the State of Delaware) as shall be
specified in a notice thereof given as hereinafter provided in Section 7 of this
Article III.

     SECTION 5.   REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors may fix. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board of Directors need not be given except as
otherwise required by statute or these By-Laws.

     SECTION 6.   SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if one shall have been elected, the
Chief Executive Officer, or by three or more directors of the Corporation or by
the President.

     SECTION 7.   NOTICE OF MEETINGS. Notice of each special meeting of the
Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Secretary as hereinafter provided in this
Section 7, in which notice shall be stated the time and place of the meeting.
Except as otherwise required by these By-Laws, such notice need not state the
purposes of such meeting. Notices shall be given to each director at least (a)
twenty-four (24) hours before the meeting if by telephone or by being personally
delivered or sent by telex, telecopy, or similar means or overnight courier or
(b) five (5) days before the meeting if delivered by mail to the director's
residence or usual place of business. Such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
prepaid, or when transmitted if sent by telex, telecopy, or similar means or
delivered to the overnight courier service company. Notice of any such meeting
need not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting, except when
he shall attend for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.

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     SECTION 8.   WAIVER OF NOTICE AND PRESUMPTION OF ASSENT. Any member of the
Board of Directors or any committee thereof who is present at a meeting shall be
conclusively presumed to have waived notice of such meeting except when such
member attends for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened. Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed
with the person acting as the secretary of the meeting before the adjournment
thereof or shall be forwarded by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to any member who voted in favor of such action.

     SECTION 9.   QUORUM AND MANNER OF ACTING. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and, except as otherwise expressly required
by statute or the Certificate of Incorporation or these By-Laws, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum at any
meeting of the Board of Directors, a majority of the directors present thereat
may adjourn such meeting to another time and place. Notice of the time and place
of any such adjourned meeting shall be given to all of the directors unless such
time and place were announced at the meeting at which the adjournment was taken,
in which case such notice shall only be given to the directors who were not
present thereat. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called. The directors shall act only as a Board and the individual
directors shall have no power as such.

     SECTION 10.  ORGANIZATION. At each meeting of the Board of Directors, the
Chairman of the Board, if one shall have been elected, or, in the absence or
inability of the Chairman of the Board or if one shall not have been elected,
the Chief Executive Officer or the President (or, in his absence or inability to
act, another director chosen by a majority of the directors present) shall act
as chairman of the meeting and preside thereat. The Secretary or, in his
absence, any person appointed by the chairman shall act as secretary of the
meeting and keep the minutes thereof.

     SECTION 11.  RESIGNATIONS; NEWLY CREATED DIRECTORSHIPS; VACANCIES; AND
REMOVALS. Any director of the Corporation may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation shall
take effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt. Unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     Subject to applicable law and the rights of the holders of any series of
Preferred Stock with respect to such series of Preferred Stock, and unless the
Board of Directors otherwise determines, any vacancy in the Board of Directors,
whether arising from death, resignation, removal, an increase in the number of
directors or any other cause, may be filled by the vote of a majority of the
directors then in office, though less than a quorum, or by the sole remaining
director or by the stockholders at the next annual meeting thereof or at a
special meeting thereof.

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Each director so elected shall hold office until his successor shall have been
elected and shall have qualified.

     Subject to the rights of the holders of any series of Preferred Stock with
respect to such series of Preferred Stock, any director, or the entire Board of
Directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least 80 percent of the voting
power of all of the then-outstanding shares of stock of the Corporation entitled
to vote generally in the election of directors, voting together as a single
class. No decrease in the number of authorized directors constituting the entire
Board of Directors shall shorten the term of any incumbent director.

     SECTION 12.  COMPENSATION. The Board of Directors shall have authority to
fix the compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation in any capacity.

     SECTION 13.  COMMITTEES. The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors, designate one or more
committees, including an executive committee, an audit committee, a compensation
committee and a nominating and corporate governance committee, each committee to
consist of one or more of the directors of the Corporation, and to comply with
the applicable requirements of the securities exchange or automated quotation
system on which the securities of the Corporation may be listed or admitted for
trading from time to time. 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. Except to the extent
restricted by statute or the Certificate of Incorporation, each such committee,
to the extent provided in the resolution creating it, shall have and may
exercise all the powers and authority of the Board of Directors and may
authorize the seal of the Corporation to be affixed to all papers which require
it. Each such committee shall serve at the pleasure of the Board of Directors
and have such name as may be determined from time to time by resolution adopted
by the Board of Directors. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors. Each independent member
of any committee of the Board of Directors shall satisfy the "independence"
requirements of the securities exchange on which the securities of the
Corporation may be listed from time to time or, if not so listed, of the Nasdaq
Stock Market.

     SECTION 14.  COMMITTEE RULES. Each committee of the Board of Directors may
fix its own rules of procedure and shall hold its meetings as provided by such
rules, except as may otherwise be provided by a resolution of the Board of
Directors designating such committee or as may be required to comply with the
applicable requirements of the securities exchange or automated quotation system
on which the securities of the Corporation may be listed or admitted for trading
from time to time. Unless otherwise provided in such a resolution or applicable
requirements, the presence of at least a majority of the members of the
committee shall be necessary to constitute a quorum. In the event that a member
and that member's alternate, if alternates are designated by the Board of
Directors as provided in Section 13 of this Article III, of such committee is or
are absent or disqualified, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member.

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     SECTION 15.  ACTION BY WRITTEN CONSENT. Unless restricted by the
Certificate of Incorporation, any action required or permitted to be taken by
the Board of Directors or any committee thereof may be taken without a meeting
if all members of the Board of Directors or such committee, as the case may be,
consent thereto in writing or by electronic transmission, and the writing or
writings are filed with the minutes of the proceedings of the Board of Directors
or such committee, as the case may be. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

     SECTION 16.  TELEPHONIC AND OTHER MEETINGS. Unless restricted by the
Certificate of Incorporation, any one or more members of the Board of Directors
or any committee thereof may participate in a meeting of the Board of Directors
or such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation by such means shall constitute presence in person at a
meeting.

     SECTION 17.  CONTRACTS.

     (a)  No contract or other transaction between the Corporation and any
other business shall be affected or invalidated, nor shall any director be
liable in any way, solely by reason of the fact that a director of the
Corporation is an officer or director of, or is financially interested in, such
other business, provided that the material facts of such relationship or
interest are disclosed to the Board of Directors and such contract or
transaction is authorized by the Board of Directors in accordance with
applicable law.

     (b)  Any director may be a party to or may be interested in any
contract or transaction of the Corporation individually, and no director shall
be liable in any way by reason of such interest, provided that the material
facts of such participation or interest shall be disclosed to the Board of
Directors and provided that the Board of Directors shall authorize or ratify
such contract or transaction, in accordance with applicable law, by the vote
(not counting the vote of any such director) of a majority of a quorum, at a
meeting at which such action is taken. Such director may be counted in
determining the presence of a quorum at such meeting. This Section shall not be
construed to invalidate or in any way affect any contract or other transaction
which would otherwise be valid under the laws applicable thereto.

     (c)  The directors in their discretion may submit any contract or act
for approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the Corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and as binding upon the Corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the Corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interest, or for any other reason.

     SECTION 18.  NON-VOTING OBSERVERS. Subject to compliance with the laws of
Delaware and the applicable requirements of the securities exchange or automated
quotation system on

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which the securities of the Corporation may be listed or admitted for trading
from time to time, the Board of Directors or holders of a series of preferred
stock, if granted such rights in the Articles of Amendment of the Corporation,
as amended, may appoint non-voting observers to the Board of Directors
("Non-voting Observers"), each to hold such position until such person's
successor is duly appointed, or until such person's earlier resignation or
removal. The Non-voting Observers shall have no authority to exercise the powers
of a director in the management of the business and affairs of the Corporation.
Subject to compliance with the Act and the applicable requirements of the
securities exchange or automated quotation system on which the securities of the
Corporation may be listed or admitted for trading from time to time, each
Non-voting Observer shall be entitled to attend meetings of the Board of
Directors, but shall do so solely as an observer. Non-voting Observers shall be
informed reasonably in advance of the time and place of any regular or special
meeting of the Board of Directors, but shall not be entitled to notice thereof
pursuant to these Bylaws unless such notice is required by the terms of a series
of preferred stock of the Corporation. Non-voting Observers shall not be
entitled to vote and accordingly and without limitation shall not: (1) count as
a member of the Board of Directors for the purpose of determining the number of
directors necessary to constitute a quorum, for the purpose of determining
whether a quorum is present or for any other purpose whatsoever, (2) be included
in the calculation of whether a voting majority exists for the purpose of
determining an act of the Board of Directors, (3) be included in the
determination of whether all members of the Board of Directors consent in
writing to an action under Section 15 of this Article, or (4) be included in the
determination of whether the Board of Directors has validly taken any action
under the applicable provisions of the Act. Any Non-voting Observer other than
one appointed pursuant to the terms of a series of preferred stock of the
Corporation can be removed from such position by the Board of Directors at any
time for any reason.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1.   NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall be elected by the Board of Directors and shall include the Chairman of the
Board of Directors, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, a Treasurer, and the Secretary,
and such other officers as the Board of Directors may from time to time deem
proper. All officers elected by the Board of Directors shall each have such
powers and duties as generally pertain to their respective offices, subject to
the specific provisions of this Article IV. Such officers shall also have such
powers and duties as from time to time may be conferred by the Board of
Directors or by any committee thereof. The Board of Directors or any committee
thereof may from time to time elect, or the Chairman of the Board or the Chief
Executive Officer may appoint, such other officers (including one or more
Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and
Assistant Controllers) and such agents, as may be necessary or desirable for the
conduct of the business of the Corporation. Such other officers and agents shall
have such duties and shall hold their offices for such terms as shall be
provided in these Bylaws or as may be prescribed by the Board of Directors or
such committee or by the Chairman of the Board or the Chief Executive Officer,
as the case may be. Any two or more offices may be held by the same person, and
no officer except the Chairman of the Board need be a director. Any number of
offices may be held by the same person, and no officer except the Chairman of
the Board, if any, need be a director. In its discretion, the Board

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<Page>

of Directors may choose not to fill any office for any period as it may deem
advisable, except that the offices of Chief Executive Officer and Secretary
shall be filled as expeditiously as possible.

     SECTION 2.   ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the Board of Directors at its first meeting held
after each annual meeting of stockholders or as soon thereafter as may be
convenient. Vacancies may be filled or new offices created and filled at any
meeting of the Board of Directors or committee thereof, or by the Chairman of
the Board of Directors, or the Chief Executive Officer, as the case may be. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified, or until his death, or until he shall have resigned or
have been removed, as hereinafter provided in these By-Laws.

     SECTION 3.   RESIGNATIONS. Any officer of the Corporation may resign at any
time by giving written notice of his resignation to the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon
receipt. Unless otherwise specified in such resignation, the acceptance of any
such resignation shall not be necessary to make it effective. Such resignation
shall be without prejudice to the contractual rights, if any, of the
Corporation.

     SECTION 4.   REMOVAL. Any officer of the Corporation may be removed, either
with or without cause, at any time, by the Board of Directors at any meeting
thereof. Any officer or agent appointed by the Chairman of the Board or the
Chief Executive Officer may be removed by him whenever, in his judgment, the
best interests of the Corporation would be served thereby. No elected officer
shall have any contractual rights against the Corporation for compensation by
virtue of such election, but any such removal shall be without prejudice to the
contractual rights, if any, of the person so removed.

     SECTION 5.   VACANCIES. A newly created elected office or any vacancy
occurring in any elected office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term by the Board of Directors then in office. Any
vacancy in an office appointed by the Chairman of the Board or the Chief
Executive Officer because of death, resignation, removal, disqualification or
otherwise, may be filled by the Chairman of the Board or the Chief Executive
Officer.

     SECTION 6.   COMPENSATION. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also a director of
the Corporation.

     SECTION 7.   CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors,
if one is elected, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by these
Bylaws. If there is no Chief Executive Officer, the Chairman of the Board of
Directors may in addition be the Chief Executive Officer of the Corporation and
shall have the powers and duties prescribed in Section 8 of this Article IV.

                                       13
<Page>

     SECTION 8.   CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be
the chief executive officer of the Corporation and shall have the powers and
perform the duties incident to that position. He shall, in the absence or
inability to act of the Chairman of the Board, preside at each meeting of the
Board of Directors or the stockholders. Subject to the powers of the Board of
Directors, he shall be in the general and active charge of the entire business
and affairs of the Corporation, including authority over its officers, agents
and employees, and shall have such other duties as may from time to time be
assigned to him by the Board of Directors. The Chief Executive Officer shall see
that all orders and resolutions of the Board of Directors are carried into
effect, and 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.

     SECTION 9.   THE PRESIDENT. The President shall, together with the Chief
Executive Officer, have general and active management of the business of the
Corporation and shall have such other powers and duties as the Board of
Directors may prescribe. He shall perform all duties incident to the office of
President. At the written request of the Chief Executive Officer, or in his
absence or in the event of his inability to act, the President shall perform the
duties of the Chief Executive Officer, and, when so acting, shall have the
powers of and be subject to the restrictions placed upon the Chief Executive
Officer in respect of the performance of such duties.

     SECTION 10.  CHIEF OPERATING OFFICER. The Chief Operating Officer shall be
responsible for the general direction of the operations of the business,
reporting to the Chief Executive Officer and the President, and shall have such
other duties as may from time to time be assigned to him by the Board of
Directors or as may be provided in these Bylaws.

     SECTION 11.  VICE PRESIDENT. Each Vice President shall perform all such
duties as from time to time may be assigned to him by the Board of Directors. At
the written request of the President, or in the absence or disability of the
President, the Vice Presidents, in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform the duties of the President, and when so acting shall
have all the powers of and be subject to all the restrictions placed upon the
President in respect of the performance of such duties.

     SECTION 12.  CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be
a Vice President acting in an executive financial capacity, and shall:

     (a)  have charge and custody of, and be responsible for, all the funds and
securities of the Corporation;

     (b)  keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation;

     (c)  deposit all moneys and other valuables to the credit of the
Corporation in such depositories as may be designated by the Board of Directors
or pursuant to its direction;

     (d)  receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever;

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<Page>

     (e)  disburse the funds of the Corporation and supervise the investments of
its funds, taking proper vouchers therefore;

     (f)  render to the Board of Directors, whenever the Board of Directors may
require, an account of the financial condition of the Corporation; and

     (g)  in general, perform all duties incident to the office of Chief
Financial Officer and such other duties as from time to time may be assigned to
him by the Board of Directors.

     The Chief Financial Officer may also be the Treasurer if so determined by
the Board of Directors.

     SECTION 13.  SECRETARY. The Secretary shall

     (a)  keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board of Directors, the committees
of the Board of Directors and the stockholders;

     (b)  see that all notices are duly given in accordance with the provisions
of these Bylaws and as required by law;

     (c)  be custodian of the records and the seal of the Corporation and affix
and attest the seal to all certificates for shares of the Corporation (unless
the seal of the Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other documents to be
executed on behalf of the Corporation under its seal;

     (d)  see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly kept and
filed; and

     (e)  in general, perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the Board of
Directors.

     SECTION 14.  THE 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 his
inability to act or his failure to act (in violation of a duty to act or in
contravention of direction to act by the Board of Directors), perform the duties
and exercise the powers of the Treasurer and shall perform such other duties as
from time to time may be assigned by the Board of Directors.

     SECTION 15.  THE 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 to act or his failure to act (in violation of a duty to act or in
contravention of direction to act by the Board of Directors), perform the duties
and exercise the powers of the Secretary and shall perform such other duties as
from time to time may be assigned by the Board of Directors.

                                       15
<Page>

     SECTION 16.  OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these Bylaws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the Board of Directors.

     SECTION 17.  OFFICERS' BONDS OR OTHER SECURITY. If required by the Board of
Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such surety
as the Board of Directors may require.

     SECTION 18.  ABSENCE OR DISABILITY OF OFFICERS. In the case of the absence
or disability of any officer of the Corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the Board of Directors may by resolution delegate the powers and
duties of such officer to any other officer or to any director, or to any other
person whom it may select.

                                    ARTICLE V

                      STOCK CERTIFICATES AND THEIR TRANSFER

     SECTION 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 of the Board or the President or a Vice President
and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares in the Corporation
owned of record by such holder. If the Corporation shall be authorized to issue
more than one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restriction of such 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 General Corporation Law
of the State of Delaware, 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
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. Any request by a
holder for a certificate shall be in writing and directed to the Secretary of
the Corporation.

     SECTION 2.   FACSIMILE SIGNATURES. Any or all of the signatures on a
certificate may be a facsimile, engraved or printed. In case 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, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

     SECTION 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. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition

                                       16
<Page>

precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum as it may direct sufficient to indemnify it
against any claim that may be made against the Corporation on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

     SECTION 4.   TRANSFERS 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, assignment 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 records; provided, however, that the Corporation shall be
entitled to recognize and enforce any lawful restriction on transfer. Whenever
any transfer of stock shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of transfer if, when the certificates are
presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.

     SECTION 5.   TRANSFER AGENTS AND REGISTRARS. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars.

     SECTION 6.   REGULATIONS. The Board of Directors may make such additional
rules and regulations, not inconsistent with these Bylaws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation.

     SECTION 7.   REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its records as the owner
of shares of stock to receive dividends and to vote as such owner, shall be
entitled to hold liable for calls and assessments a person registered on its
records as the owner of shares of stock, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares of stock 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.

                                   ARTICLE VI

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     SECTION 1.   GENERAL. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any

                                       17
<Page>

action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     SECTION 2.   DERIVATIVE ACTIONS. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, provided that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     SECTION 3.   INDEMNIFICATION IN CERTAIN CASES. To the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

     SECTION 4.   PROCEDURE. Any indemnification under Sections 1 and 2 of this
Article VI (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in such Sections 1 and 2.
Such determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (b) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.

     SECTION 5.   ADVANCES FOR 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 upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall be ultimately determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article VI.

     SECTION 6.   RIGHTS NOT EXCLUSIVE. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of this
Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses

                                       18
<Page>

may be entitled under any law, 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.

     SECTION 7.   INSURANCE. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article VI.

     SECTION 8.   DEFINITION OF CORPORATION. For the purposes of this Article
VI, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article VI with respect
to the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

     SECTION 9.   SURVIVAL OF RIGHTS. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1.   DIVIDENDS. Subject to the provisions of statute and the
Certificate of Incorporation, dividends upon the shares of capital stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting. Dividends may be paid in cash, in property or in shares of stock of the
Corporation, unless otherwise provided by statute or the Certificate of
Incorporation.

     SECTION 2.   Reserves. 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 Board of Directors may, from time to time, in its absolute
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 purpose as the Board of Directors may think
conducive to the interests of the Corporation. The Board of Directors may modify
or abolish any such reserves in the manner in which it was created.

     SECTION 3.   SEAL. The seal of the Corporation shall be in such form as
shall be approved by the Board of Directors, which form may be changed by
resolution of the Board of Directors.

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<Page>

     SECTION 4.   FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 of each fiscal year and may thereafter be changed, by resolution of
the Board of Directors.

     SECTION 5.   CHECKS, NOTES, DRAFTS, ETC. All checks, notes, drafts or other
orders for the payment of money of the Corporation shall be signed, endorsed or
accepted in the name of the Corporation by such officer, officers, person or
persons as from time to time may be designated by the Board of Directors or by
an officer or officers authorized by the Board of Directors to make such
designation.

     SECTION 6.   EXECUTION OF CONTRACTS, DEEDS, ETC. The Board of Directors may
authorize any officer or officers, agent or agents, in the name and on behalf of
the Corporation, to enter into or execute and deliver any and all deeds, bonds,
mortgages, contracts and other obligations or instruments, and such authority
may be general or confined to specific instances.

     SECTION 7.   LOANS. Unless otherwise prohibited by law, the Corporation may
lend money to, or guarantee any obligation of, or otherwise assist any officer
(other than a named executive officer, as defined by the Securities and Exchange
Commission) or other employee of the Corporation or of its subsidiary, including
any officer or employee who is a director of the Corporation or its subsidiary,
whenever, in the judgment of the directors, such loan, guaranty or assistance
may reasonably be expected to benefit the Corporation and provided the making of
such loan is in compliance with applicable law. The loan, guaranty 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 this
section contained shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the Corporation at common law or under any statute.

     SECTION 8.   VOTING OF STOCK IN OTHER ENTITIES. Unless otherwise provided
by resolution of the Board of Directors, the Chairman of the Board or the Chief
Executive Officer or the President, from time to time, may (or may appoint one
or more attorneys or agents to) cast the votes which the Corporation may be
entitled to cast as a stockholder or otherwise in any other entity, any of whose
shares or securities may be held by the Corporation, at meetings of the holders
of the shares or other securities of such other entity. In the event one or more
attorneys or agents are appointed, the Chairman of the Board or the Chief
Executive Officer or the President may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent. The
Chairman of the Board or the Chief Executive Officer or the President may, or
may instruct the attorneys or agents appointed to, execute or cause to be
executed in the name and on behalf of the Corporation and under its seal or
otherwise, such written proxies, consents, waivers or other instruments as may
be necessary or proper in the circumstances.

     SECTION 9.   INSPECTION OF BOOKS AND RECORDS. The inspection of the
Corporation's books and records by any stockholder of the Corporation may only
take place in full compliance with the applicable requirements of Delaware law.

     SECTION 10.  INCONSISTENCY PROVISIONS. In the event that any provision of
these Bylaws is or becomes inconsistent with any provision of the Certificate of
Incorporation, the Act or any other applicable law, the provision of these
Bylaws shall not be given any effect to the extent of such inconsistency but
shall otherwise be given full force and effect.

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                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1.   AMENDMENT. These Bylaws may be amended or repealed or new
Bylaws adopted (a) by action of the stockholders entitled to vote thereon at any
annual or special meeting of stockholders, or (b) if the Certificate of
Incorporation so provides, by action of the Board of Directors at a regular or
special meeting thereof. Any By-Law made by the Board of Directors may be
amended or repealed by action of the stockholders at any annual or special
meeting of stockholders.

     SECTION 2.   INDEMNIFICATION PROVISIONS. Notwithstanding the foregoing, no
provision of Article VI (Indemnification of Directors and Officers) of these
Bylaws may be amended, altered or repealed, except: (a) by resolution adopted by
two-thirds of the entire Board of Directors at any special or regular meeting of
the Board; or (b) at any regular or special meeting of the stockholders upon the
affirmative vote of the holders of 75% or more of the outstanding shares of each
class of stock eligible to vote at the meeting, if notice of the amendment,
alteration or repeal is contained in the notice or waiver of notice of the
meeting.

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