Exhibit 3.2

                                   ----------

                           AMENDED AND RESTATED BYLAWS

                                       OF

                               ANTS SOFTWARE INC.

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                                TABLE OF CONTENTS

 Section                                                                    Page
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ARTICLE I - NAME - OFFICES - SCOPE                                            1
Section 1   Name                                                              1
Section 2   Registered Office                                                 1
Section 3   Other Offices                                                     1
Section 4   Purposes                                                          1

ARTICLE II - STOCKHOLDERS' MEETINGS                                           1
Section 1   Place of Meetings                                                 1
Section 2   Annual Meetings                                                   2
Section 3   Special Meetings                                                  2
Section 4   Notice                                                            2
Section 5   Quorum                                                            2
Section 6   Adjourned Meetings; Notice                                        3
Section 7   Conduct of Business                                               3
Section 8   Voting                                                            3
Section 9   Waiver of Notice                                                  4
Section 10  Consent to Shareholder Action                                     4
Section 11  Record Dates                                                      5
Section 12  Proxies                                                           6

ARTICLE III - BOARD OF DIRECTORS                                              6
Section 1   Powers                                                            6
Section 2   Number, Tenure and Qualifications                                 6
Section 3   Resignations and Vacancies                                        7
Section 4   Regular Meetings                                                  8
Section 5   Special Meetings                                                  8
Section 6   Place of Meetings                                                 8
Section 7   Participation by Telephone                                        8
Section 8   Quorum                                                            9
Section 9   Action at Meeting                                                 9
Section 10  Waiver of Notice                                                  9
Section 11  Action Without Meeting                                            9
Section 12  Removal                                                           10
Section 13  Compensation                                                      10
Section 14  Committees                                                        10
Section 15  Approval of Loans to Officers                                     11


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ARTICLE IV - OFFICERS                                                         11
Section 1   Number and Term                                                   12
Section 2   Inability to Act                                                  12
Section 3   Removal and Resignation                                           12
Section 4   Vacancies                                                         13
Section 5   Chairman of the Board                                             13
Section 6   Chief Executive Officer                                           13
Section 7   President                                                         13
Section 8   Vice President                                                    14
Section 9   Secretary                                                         14
Section 10  Chief Financial Officer                                           14
Section 11  Salaries                                                          15
Section 12  Officers Holding More than One Office                             15

ARTICLE V - MISCELLANEOUS                                                     15
Section 1   Record Date and Closing of Stock Books                            15
Section 2   Certificates                                                      16
Section 3   Representation of Shares in Other Corporations                    16
Section 4   Fiscal Year                                                       17
Section 5   Amendments                                                        17
Section 6   Indemnification of Corporate Agents                               17
Section 7   Postal, Fax, and E-mail Votes                                     17


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                           AMENDED AND RESTATED BYLAWS
                                       OF
                               ANTS SOFTWARE INC.

                       ARTICLE I - NAME - OFFICES - SCOPE

      Section1. Name. The name of the corporation shall be ANTs software inc.,
(the "Corporation").

      Section 2. Registered Office. The registered office of the Corporation
shall be located at 615 South Dupont Highway, Dover, DE 19901, County of Kent.
The name of its registered agent at such location is National Corporate
Research, Ltd.

      Section 3. Other Offices. The Corporation may also have offices at such
other places within or outside the State of Delaware as the Board of Directors
may from time to time designate, or as the business of the Corporation may
require.

      Section 4. Purposes. The purposes of the Corporation is to engage in any
business, trade and activity which may lawfully be conducted by a corporation
organized under the General Corporation Law of the State of Delaware.

                       ARTICLE II - STOCKHOLDER'S MEETINGS

      Section 1. Place of Meetings. Meetings of stockholders shall be held at
anyplace, within or outside the State of Delaware, designated by the Board of
Directors or by written consent of the holders of a majority of the shares
entitled to vote thereat, given either before or after the meeting. In the
absence of any such designation, the meetings shall be held at the principal
executive office of the Corporation.


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      Section 2. Annual Meetings. The annual meeting of stockholders shall be
held each year on a date and at a time designated by the board of directors. At
the meeting, directors shall be elected and any other proper business may be
transacted. If the annual meeting of the stockholders be not held as herein
prescribed, the election of directors may be held at any meeting thereafter
called pursuant to these Bylaws.

      Section 3. Special Meetings. Special meetings of the stockholders, for any
purpose whatsoever, unless otherwise prescribed by statute, may be called at any
time by the Chairman of the Board, the Chief Executive Officer, the President or
Vice President, or by the Board of Directors, or by one or more stockholders
holding shares in the aggregate entitled to cast not less than ten percent (10%)
of the votes at that meeting.

      Section 4. Notice of Stockholder's Meetings. All notices of meetings with
stockholders of the Corporation shall be in writing and shall be sent or
otherwise given as provided below not less than ten (10) nor more than sixty
(60) days before the meeting to each stockholder entitled to vote at such
meeting. Said notice shall state the place, date and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Written notice of any meeting of stockholders, if mailed, is given when
deposited in the United States mail, postage prepaid, directed to the
shareholder at his address as it appears on the records of the Corporation. An
affidavit of the Secretary or of an assistant secretary or of a transfer agent
of the corporation that the notice has been given shall, in the absence of
fraud, be prima facie evidence of the facts stated therein.

      Section 5. Quorum. The presence in person or by proxy of the persons
entitled to vote a majority of the shares outstanding and entitled to vote at
any meeting constitutes a quorum


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for the transaction of business, except as otherwise provided by statute or by
the certificate of incorporation. If, however, such quorum is not present or
represented at any meeting of the stockholders, then either (i) the Chairman of
the meeting or (ii) the stockholder 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
is present or represented. At such adjourned meeting, at which a quorum is
present or represented, any business may be transacted that might have been
transacted at the meeting as originally noticed.

      Section 6. Adjourned Meetings; Notice. Any stockholders' meeting may be
adjourned from time to time by the vote of the holders of a majority of the
voting shares present at the meeting either in person or by proxy. Notice of any
adjourned meeting need not be given if the time and place thereof are announced
at the meeting at which the adjournment is taken, unless a meeting is adjourned
for forty-five (45) days or more from the date set for the original meeting. At
the adjourned meeting, the corporation may transact any business that might have
been transacted at the original meeting.

      Section 7. Conduct of Business. The Chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
business.

      Section 8. Voting. The stockholder entitled to vote at any meeting of
stockholders shall be determined in accordance with the provisions of Article II
Section 11 hereof, subject to the provisions of Sections 217 and 218 of the
General Corporation Law of Delaware (relating to voting rights of fiduciaries,
pledgors and joint owners of stock and to voting trusts and other voting
agreements).


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      Except as may otherwise be provided in the Certificate of Incorporation,
each stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder.

      Section 9. Waiver of Notice. Whenever notice is required to be given under
any provision of the General Corporation Law of Delaware or of the Certificate
of Incorporation or these by-laws, a written waiver thereof, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of such a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends the meeting for such purpose of 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 regular or special meeting of the stockholders need be specified in any
written waiver of notice unless so required by the certificate of incorporation
or these by-laws.

      Section 10. Consent to Shareholder Action Without a Meeting. Any action
which may be taken at any meeting of stockholders may be taken without a
meeting, without prior notice, and without a vote if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted.

      Prompt notice if the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those shareholders who
have not consented in writing. If the action which is consented to is such as
would have required the filing of a certificate under any section of the General
Corporation Law of Delaware if such action had been voted on by stockholders at
a meeting thereof, then the certificate filed under such section shall state, in
lieu of


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any statement required by such section concerning any vote of stockholders, that
written notice and written consent have been given as provided in Section 228 of
the General Corporation Law of Delaware.

      Section 11. Record Dates. 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 entitled 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 shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action.

      If no record date is fixed:

      (i) The record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
business day next preceding the day notice is given or, if notice is waived, at
the close of business on the business day next preceding the day on which the
meeting is held;

      (ii) The record date for determining stockholders entitled to give consent
to corporate action in writing without a meeting, when no prior action by the
board of directors is necessary, shall be the day on which the first written
consent is given; and

      (iii) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the board of directors
adopts the resolution relating thereto.


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      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.

      Section 12. Proxies. At any meeting of the stockholders, every shareholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed in a writing subscribed by such shareholder and bearing a date not
more than eleven (11) months prior to said meeting, unless the writing states
that it is irrevocable and satisfies the requirements of applicable law.

                        ARTICLE III - BOARD OF DIRECTORS

      Section 1. Powers. Subject to any limitations in the Articles of
Incorporation or these Bylaws and to any provision of the General Corporation
Law of Delaware requiring shareholder authorization or approval for a particular
action, the business and affairs of the Corporation shall be managed and all
corporate powers shall be exercised by, or under the direction of, the Board of
Directors. The Board of Directors may delegate the management of the day-to-day
operation of the business of the Corporation to a management company or other
person provided that the business and affairs of the Corporation shall be
managed and all corporate powers shall be exercised, under the ultimate
direction of the Board of Directors.

      Section 2. Number, Tenure and Qualifications. The authorized number of
directors of this Corporation shall not be less than Two (2) nor more than Ten
(10), the exact number of directors to be fixed from time to time, within such
limit, by a duly adopted resolution of the Board of Directors or the
shareholders. The initial number of directors of the Corporation shall be set at
Six (6). The Directors of the Corporation shall be split into three (3) classes,
to be called Class


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1 Directors, Class 2 Directors and Class 3 Directors, as nearly equal in number
as the then total number of directors permits. Class 1 Directors shall hold
office for a term of three (3) years from the date they are elected, except that
the term of the directors initially serving as Class 1 Directors, shall expire
at the first annual meeting of shareholders following adoption of these Bylaws.
Class 2 Directors shall hold office for a term of three (3) years from the date
they are elected, except that the term of the directors initially serving as
Class 2 Directors, shall expire at the second annual meeting of shareholders
following adoption of these Bylaws. Class 3 Directors shall hold office for a
term of three (3) years from the date they are elected, except that the term of
the directors initially serving as Class 3 Directors, shall expire at the third
annual meeting of shareholders following adoption of these Bylaws. No reduction
of the authorized number of directors shall have the effect of removing any
director before that director's term of office expires. The number of authorized
directors may be changed by a duly adopted Certificate of Amendment to the
Certificate of Incorporation or by an amendment to this bylaw duly adopted by
the vote or written consent of the holders of a majority of the shares issued
and outstanding and entitled to vote.

      Except as provided in Section 3 below, directors shall be elected by
classes as set forth above. If the number of directors is changed, any increase
or decrease shall be apportioned among the classes so as to maintain the number
of directors in each class as nearly equal as possible, and any additional
directors of any class elected to fill a vacancy resulting from an increase in
such class shall hold office for a term that shall coincide with the remaining
term of the class. Each director, including a director elected to fill a
vacancy, shall hold office until the annual meeting for the year in which his
term expires and until his or her successor is elected and qualified or until
his or her earlier resignation or removal. If any such annual meeting is not
held, or the directors are not


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elected thereat, the directors may be elected at any special meeting of
stockholders held for that purpose. Directors need not be stockholders."

      Section 3. Resignations and Vacancies. Any director may resign effective
upon giving written notice to the Chairman of the Board, the President, the
Secretary or the Board of Directors of the Corporation, unless the notice
specifies a later time for the effectiveness of such resignation. If the
resignation is effective at a future time, a successor may be elected to take
office when the resignation becomes effective.

      Except for a vacancy created by the removal of a director, all vacancies
in the Board of Directors, whether caused by resignation, death or otherwise,
may be filled by a majority of the remaining directors, though less than a
quorum, or by a sole remaining director, and each director so elected shall hold
office until his successor is elected at an annual, regular or special meeting
of the stockholders. Vacancies created by the removal of a director may be
filled only by approval of the stockholders. The stockholders may elect a
director at any time to fill any vacancy not filled by the directors. Any such
election by written consent requires the consent of a majority of the
outstanding shares entitled to vote.

      Section 4. Regular Meetings. A regular annual meeting of the Board of
Directors shall be held without other notice than this Bylaw at 9:00 a.m., the
day after , and at the same place as, the annual meeting of stockholders. The
Board of Directors may provide for other regular meetings from time to time by
resolution.

      Section 5. Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board, or the Chief Executive
Officer or the President or any Vice President, or the Secretary or two (2)
directors. Written notice of the time and place of


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all special meetings of the Board of Directors shall be delivered personally or
by telephone or telegraph, including a voice messaging system or other system or
technology designed to record and communicate messages, telegraph, facsimile,
electronic mail, or other electronic means to each director at least forty-eight
(48) hours before the meeting, or sent to each director by first-class mail,
postage prepaid, at least four (4) days before the meeting. Such notice need not
specify the purpose of the meeting. Notice of any meeting of the Board of
Directors need not be given to any director who signs a waiver of notice,
whether before or after the meeting, or who attends the meeting without
protesting prior thereto or at its commencement, the lack of notice to such
director.

      Section 6. Place of Meetings. Meetings of the Board of Directors may be
held at any place within or without the State of Delaware, which has been
designated in the notice, or if not stated in the notice or there is no notice,
the principal executive office of the Corporation or as designated by the
resolution duly adopted by the Board of Directors.

      Section 7. Participation by Telephone. Members of the Board of Directors
may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another.

      Section 8. Quorum. A quorum at all meetings of the Board of Directors
shall be a majority of the directors on the board at the time of notice for such
meeting, or if the meeting is held without notice, at the time of such meeting.
In the absence of a quorum a majority of the directors present may adjourn any
meeting to another time and place, without other than announcement at the
meeting, until a quorum is present.

      Section 9. Action at Meeting. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present is the act of the Board


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of Directors. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for such
meeting.

      Section 10. Waiver of Notice. The transactions of any meeting of the Board
of Directors, however called and noticed or wherever held, are as valid as
though had at a meeting duly held after regular call and notice if a quorum is
present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, a consent to holding the meeting, or
an approval of the minutes thereof. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

      Section 11. Action Without Meeting. Any action required or permitted to be
taken by the Board of Directors may be taken without a meeting, if all members
of the Board individually or collectively consent in writing to such action.
Such written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.

      Section 12. Removal. The Board of Directors may declare vacant the office
of a director who has been declared of unsound mind by an order of court or who
has been convicted of a felony.

      The entire Board of Directors or any individual director may be removed
from office without cause by a vote of a shareholder holding a majority of the
outstanding shares entitled to vote at an election of directors; provided,
however, that unless the entire Board is removed, no individual director may be
removed when the votes cast against removal, or not consenting in writing to
such removal, would be sufficient to elect such director if voted cumulatively
at an election at which the


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same total number of votes cast were cast (or, if such action is taken by
written consent, all shares entitled to vote were voted) and the entire number
of directors authorized at the time of the director's most recent election were
then being elected.

      In the event an office of a director is so declared vacant or in case the
Board or any one or more directors be so removed, new directors may be elected
at the same meeting.

      Section 13. Compensation. No stated salary shall be paid directors, as
such, for their services, but, by resolution of the Board of Directors, a fixed
sum and expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of such Board; provided that nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee
meetings.

      Section 14. Committees. The Board of Directors may, by resolution adopted
by a majority of the authorized number of directors, designate one or more
committees, each consisting of two (2) or more directors, to serve at the
pleasure of the Board of Directors. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. The appointment of members or alternate
members of a committee requires the vote of a majority of the authorized number
of directors. Any such committee, to the extent provided in the resolution of
the Board of Directors, shall have all the authority of the Board of Directors
in the management of the business and affairs of the Corporation, except with
respect to (a) the approval of any action requiring stockholders' approval or
approval of the outstanding shares, (b) the filling of vacancies on the Board or
any committee, (c) the fixing of compensation of directors for serving on the
Board or a committee, (d)


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the adoption, amendment or repeal of Bylaws, (e) the amendment or repeal of any
resolution of the Board which by its express terms is not so amendable or
repealable, (f) a distribution to stockholders, except at a rate or in a
periodic amount or within a price range determined by the Board, and (g) the
appointment of other committees of the Board or the members thereof.

      Section 15. Approval of Loans to Officers. The Corporation may lend money
to, or guarantee any obligation of, or otherwise assist any officer or other
employee who is a director of the corporation or its subsidiary, whenever, in
the judgment of the directors, such loan, guarantee, or assistance may
reasonably be expected to benefit the corporation. The loan, guarantee, or
assistance may be with or without interest and may be unsecured, or secured in
such a manner as the board of directors shall approve, including, without
limitation, a pledge of shares of stock of the corporation. Nothing contained in
this section shall be deemed to deny, limit or restrict the powers of guaranty
or warranty of the corporation at common law or under any statute.

                              ARTICLE IV - OFFICERS

      Section 1. Number and Term. The officers of the Corporation shall be a
chief executive officer, president, vice president, secretary, chief financial
officer, and a chief technology officer. The Corporation may also have, at the
discretion of the board of directors, a chairman of the board, a chief executive
officer, one or more vice presidents, one or more assistant secretaries, one or
more assistant secretaries treasurers. In addition, the Board of Directors may
appoint such other officers as may be deemed expedient for the proper conduct of
the business of the Corporation, each of whom shall have such authority and
perform such duties as the Board of Directors may from time to time determine.
The officers to be appointed by the Board of Directors shall be chosen annually
at the regular meeting of the Board of Directors held after the annual meeting
of stockholders and


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shall serve at the pleasure of the Board of Directors. If officers are not
chosen at such meeting of the Board of Directors, they shall be chosen as soon
thereafter as shall be convenient. Each officer shall hold office until his
successor shall have been duly chosen or until his removal or resignation.

      Section 2. Inability to Act. In the case of absence or inability to act of
any officer of the Corporation and of any person herein authorized to act in his
place, the Board of Directors may from time to time delegate the powers or
duties of such officer to any other officer, or any director or other person
whom it may select.

      Section 3. Removal and Resignation. Any officer chosen by the Board of
Directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of all the members of the Board of Directors.

      Any officer chosen by the Board of Directors may resign at any time by
giving written notice of said resignation to the Corporation. Unless a different
time is specified therein, such resignation shall be effective upon its receipt
by the Chairman of the Board, the President, the Secretary or the Board of
Directors.

      Section 4. Vacancies. A vacancy in any office because of any cause may be
filled by the Board of Directors for the unexpired portion of the term.

      Section 5. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Board.

      Section 6. Chief Executive Officer. Subject to the supervisory powers of
the Board of Directors, the Chief Executive Officer of the Corporation shall
have general supervision, direction, and control of the business and the
officers of the Corporation. He or she shall preside at all meetings of the
stockholders and, in the absence or nonexistence of a Chairman of the Board, at


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all meetings of the Board of Directors. He or she shall have the general powers
and duties of management usually vested in the chief executive officer of a
corporation and shall have such other powers and duties as may be prescribed by
the Board of Directors or these Bylaws.

      Section 7. President. The President shall be the general manager of the
Corporation, subject to the control of the Chief Executive Officer or the Board
of Directors, and as such shall preside at all meetings of stockholders at which
the Chief Executive Officer or Chairman of the Board are not presiding, shall
have general supervision of the affairs of the Corporation, shall sign or
countersign or authorize another officer to sign all certificates, contracts,
and other instruments of the Corporation as authorized by the Board of
Directors, shall make reports to the Board of Directors and stockholders, and
shall perform all such other duties as are incident to such office or are
properly required by the Board of Directors.

      Section 8. Vice President. In the absence of the President, or in the
event of such officer's death, disability or refusal to act, the Vice President,
or in the event there be more than one Vice President, the Vice Presidents in
the order designated at the time of their selection, or in the absence of any
such designation, then the order of their selection, shall perform the duties of
President, and when so acting, shall have all the powers and be subject to all
restrictions upon the President. Each Vice President shall have such powers and
discharge such duties as may be assigned from time to time by the President or
by the Board of Directors.

      Section 9. Secretary. The Secretary shall see that notices for all
meetings are given in accordance with the provisions of these Bylaws and as
required by law, shall keep minutes of all meetings, shall have charge of the
seal and the corporate books, and shall make such reports


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and perform such other duties as are incident to such office, or as are properly
required by the President or by the Board of Directors.

      The Assistant Secretary or the Assistant Secretaries, in the order of
their seniority, shall, in the absence or disability of the Secretary, or in the
event of such officer's refusal to act, perform the duties and exercise the
powers and discharge such duties as may be assigned from time to time by the
President or by the Board of Directors.

      Section 10. Chief Financial Officer. The Chief Financial Officer may also
be designated by the alternate title of "Treasurer". The Chief Financial Officer
shall have custody of all moneys and securities of the Corporation and shall
keep regular books of account. Such officer shall disburse the funds of the
Corporation in payment of the just demands against the Corporation, or as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors from time to time as
may be required of such officer, an account of all transactions as Chief
Financial Officer and of the financial condition of the Corporation. Such
officer shall perform all duties incident to such office or which are properly
required by the President or by the Board of Directors.

      The Assistant Financial Officer or the Assistant Financial Officers, in
the order of their seniority, shall, in the absence or disability of the Chief
Financial Officer, or in the event of such officer's refusal to act, perform the
duties and exercise the powers of the Chief Financial Officer, and shall have
such powers and discharge such duties as may be assigned from time to time by
the President or by the Board of Directors.


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      Section 11. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that such officer is also a director
of the Corporation.

      Section 12. Officers Holding More than One Office. Any two or more offices
may be held by the same person, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, unless at the time of such
execution, acknowledgment or verification there is only one person holding such
offices.

                            ARTICLE V - MISCELLANEOUS

      Section 1. Record Date and Closing of Stock Books. The Board of Directors
may fix a time in the future as a record date for the determination of the
stockholders entitled to notice of and to vote at any meeting of stockholders or
entitled to receive payment of any dividend or distribution, or any allotment of
rights, or to exercise rights in respect to any other lawful action. The record
date so fixed shall not be more than sixty (60) nor less than ten (10) days
prior to the date of the meeting or event for the purposes of which it is fixed.
When a record date is so fixed, only stockholders of record at the close of
business on that date are entitled to notice of and to vote at the meeting or to
receive the dividend, distribution, or allotment of rights, or to exercise the
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the Corporation after the record date.

      The Board of Directors may close the books of the Corporation against
transfers of shares during the whole or any part of a period of not more than
sixty (60) days prior to the date of a stockholders' meeting, the date when the
right to any dividend, distribution, or allotment of rights vests, or the
effective date of any change, conversion or exchange of shares.


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      Section 2. Certificates. Certificates of stock shall be issued in
alphabetical or numerical order and each shareholder shall be entitled to a
certificate signed in the name of the Corporation by the Chairman of the Board
or the President or a Vice President, and the Chief Financial Officer, the
Secretary or an Assistant Secretary, certifying to the number of shares owned by
such shareholder. Any or all of the signatures on the certificate may be
facsimile. Prior to the due presentment for registration of transfer in the
stock transfer book of the Corporation, the registered owner shall be treated as
the person exclusively entitled to vote, to receive notifications and otherwise
to exercise all the rights and powers of an owner, except as expressly provided
otherwise by the laws of the State of Delaware.

      Section 3. Representation of Shares in Other Corporations. Shares of other
corporations standing in the name of this Corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
Corporation by the Chairman of the Board, the Chief Executive Officer, the
President or any Vice President and the Chief Financial Officer or the Secretary
or an Assistant Secretary.

      Section 4. Fiscal Year. The fiscal year of the Corporation shall end on
the 31st day of December.

      Section 5. Amendments. Bylaws may be adopted, amended, or repealed by the
vote or the written consent of stockholders entitled to exercise a majority of
the voting power of the Corporation. Subject to the right of stockholders to
adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by
the Board of Directors, except that a Bylaw amendment changing the authorized
number of directors may be adopted by the Board of Directors only if these
Bylaws permit a variable number of directors and the Bylaw or amendment thereof
adopted by the


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<PAGE>

Board of Directors changes the authorized number of directors within the limits
specified in these Bylaws.

      Section 6. Indemnification of Corporate Agents. The Corporation shall
indemnify each of its agents against expenses, judgments, fines, settlements and
other amounts, actually and reasonably incurred by such person by reason of such
person's having been made or having threatened to be made a party to a
proceeding in accordance with the provisions of the Articles of Incorporation
and Delaware General Corporation Law. The Corporation shall advance the expenses
reasonably expected to be incurred by such agent in defending any such
proceeding upon receipt of the undertaking required by subdivision (f) of Title
8, Section 145 of Delaware law. The terms "agent", "proceeding" and "expenses"
made in this Section 6 shall have the same meaning as such terms in the Delaware
General Corporation Law.

      Section 7. Postal, Fax, and E-mail Votes. Whenever, in judgment of the
Board of directors, any question shall arise which it believes should be put to
a vote of the active membership and when it deems it inexpedient to call a
special meeting for such purpose, the directors may, unless otherwise require by
these laws, submit such a matter to the membership by mail (electronic or
postal) for vote and decision. The question thus presented shall be determined
according to a majority of the votes received by mail (electronic or otherwise)
within 15 days after such submission to the membership, provided that in each
case votes of at least 10% of members shall be received. Any and all action
taken pursuant to a majority mail vote in any such case shall be binding upon
the company in the same manner as would an action taken at a duly called
meeting. Voting on any organizational matter, unless specifically disallowed by
vote or charter, may be conducted by postal mail, e-mail or other electronic
representation.


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