NATIONAL DATACOMPUTER, INC.

                                 RESTATED BYLAWS



                            ARTICLE I - STOCKHOLDERS

         SECTION 1. ANNUAL MEETING. An annual meeting of the stockholders, for
the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of
Directors shall fix each year.

         SECTION 2. SPECIAL MEETINGS. Subject to the rights of the holders of
any class or series of preferred stock of the Corporation, special meetings of
stockholders of the Corporation may be called by the Board of Directors pursuant
to a resolution adopted by a majority of the total number of directors
authorized. Special meetings of the stockholders may be held at such place
within or without the State of Delaware as may be stated in such resolution.

         SECTION 3. NOTICE OF MEETINGS. Written notice of the place, date, and
time of all meetings of the stockholders shall be given, not less than ten (10)
nor more than sixty (60) days before the date on which the meeting is to be
held, to each stockholder entitled to vote at such meeting, except as otherwise
provided herein or required by law (meaning, here and hereinafter, as required
from time to time by the Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation, as amended and restated from time to time).
When a meeting is adjourned to another place, date or time, written notice need
not be given of the adjourned meeting if the place, date and time thereof are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, written notice of the place, date, and time
of the adjourned meeting shall be given in conformity herewith. At any adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting.

         SECTION 4. QUORUM. At any meeting of the stockholders, the holders of a
majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be
required by law. Where a separate vote by a class or classes is required, a
majority of the shares of such class or classes present in person or represented
by proxy shall constitute a quorum entitled to take action with respect to that
vote on that matter. If a quorum shall fail to attend any meeting, the chairman
of the meeting or the holders of a majority of the shares of stock entitled to
vote who are present, in person or by proxy, may adjourn the meeting to another
place, date, or time.

         SECTION 5. ORGANIZATION. The Chairman of the Board of Directors or, in
his or her absence, such person as the Board of Directors may have designated
or, in his or her absence, the Chief Executive Officer of the Corporation or, in
his or her absence, the President or, in his or her absence such person as may
be chosen by the holders of a majority of the shares entitled to vote who are
present, in person or by proxy, shall call to order any meeting of the
stockholders and act as chairman of the meeting. In the absence of the Secretary
of the Corporation, the secretary of the meeting shall be such person as the
chairman of the meeting appoints.

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         SECTION 6. CONDUCT OF BUSINESS. The Chairman of the Board of Directors
or his or her designee or, if neither the Chairman of the Board nor his or her
designee is present at the meeting, then a person appointed by a majority of the
Board of Directors, shall preside at, and act as chairman of, any meeting of the
stockholders. The chairman of any meeting of stockholders shall determine the
order of business and the procedures at the meeting, including such regulation
of the manner of voting and the conduct of discussion as he or she deems to be
appropriate.

         SECTION 7.        NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

         A. ANNUAL MEETINGS OF STOCKHOLDERS. Nominations of persons for election
to the Board of Directors and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (a) pursuant to
the Corporation's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of notice provided for in this Section, who is
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Section.

         B. SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the notice of meeting given pursuant to Section 2 above.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected (a) by or
at the direction of the Board of Directors or (b) provided that the Board of
Directors has determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice of the special meeting, who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section.

         C. CERTAIN MATTERS PERTAINING TO STOCKHOLDER BUSINESS AND NOMINATIONS.

         (1) For nominations or other business to be properly brought before an
annual meeting by a stockholder or for nominations to be properly brought before
a special meeting, (i) the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation, (ii) in the case of other business
to be brought before an annual meeting, such other business must otherwise be a
proper matter for stockholder action, (iii) if the stockholder, or the
beneficial owner on whose behalf any such proposal or nomination is made, has
provided the corporation with a Solicitation Notice, as that term is defined
below in this paragraph (C)(1) relating thereto, such stockholder or beneficial
owner must, in the case of a proposal, have delivered a proxy statement and form
of proxy to holders of at least the percentage of the corporation's voting
shares required under applicable law to carry any such proposal, or in the case
of a nomination or nominations, have delivered a proxy statement and form of
proxy to holders of at least a percentage of the corporation's voting shares
reasonably believed by such stockholder or beneficial owner to be sufficient to
elect the nominee or nominees proposed to be nominated by such stockholder, and
must, in either case, have included with the proxy statement the Solicitation
Notice and (iv) if no Solicitation Notice relating thereto has been timely
provided pursuant to this Section, the stockholder or beneficial holder
proposing such business or nomination must not have solicited a number of
proxies sufficient to have required the delivery of such a Solicitation Notice
under this Section. To be timely, a stockholder's notice pertaining to an annual
meeting shall be delivered to the Secretary at the principal executive offices
of the corporation not later than the close of

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business on the forty-fifth (45th) day nor earlier than the close of business on
the seventy-fifth (75th) day prior to the first anniversary of the preceding
year's mailing date for stockholder proxy materials; provided, however, that in
the event that the date of the annual meeting is more than thirty (30) days
before or more than sixty (60) days after the date of the annual meeting in the
preceding year, or if an annual meeting was not held in the preceding year,
notice by the stockholder to be timely must be so delivered by the later of (a)
the close of business on the ninetieth (90th) day prior to date of such
stockholders' meeting or (b) the close of business on the tenth (10th) day
following the day on which public announcement of the date of such meeting is
first made by the corporation. The stockholder's notice shall set forth: (a) as
to each person whom the stockholder proposes to nominate for election or
reelection as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (b) as to any other business that the
stockholder proposes to bring before an annual meeting, a brief description of
the business desired to be brought before the annual meeting, the reasons for
conducting such business at the annual meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; (c) as to the stockholder giving the notice, (i) the name
and address of such stockholder, as it appears on the corporation's books, (ii)
the class and number of shares of the corporation that are owned beneficially
and held of record by such stockholder and such beneficial owner; and (d)
whether either such stockholder or the beneficial owner intends to deliver a
proxy statement and form of proxy to holders of, in the case of a proposal, at
least the percentage of the corporation's voting shares required under
applicable law to carry the proposal or, in the case of a nomination or
nominations, to holders of at least a percentage of the corporation's voting
shares reasonably believed by such stockholder or beneficial owner to be
sufficient to elect such nominee or nominees (an affirmative statement of such
intent, a "Solicitation Notice"). A stockholder shall also comply with all
applicable requirements of the Exchange Act of 1934 (or any successor
provision), and the rules and regulations thereunder with respect to the matters
set forth in these by-law's. Nothing in this Section C(1) shall be deemed to
affect any rights of the stockholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

         (2) Notwithstanding anything in the second sentence of paragraph (C)(1)
of this Section 7 to the contrary, in the event that the number of directors to
be elected to the Board of Directors of the corporation is increased and there
is no public announcement by the corporation naming all of the nominees for
director or specifying the size of the increased Board of Directors at least
fifty-five (55) days prior to the first anniversary of the preceding year's
mailing date for stockholder proxy materials (or, if the annual meeting is held
more than thirty (30) days before or sixty (60) days after the date of the
annual meeting in the preceding year, or if an annual meeting was not held in
the preceding year, at least one hundred (100) days prior to the date of such
stockholders' meeting,) a stockholder's notice required by this Section shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall have been delivered to the
Secretary at the principal executive office of the corporation not later than
the close of business on the tenth (10th) day following the day on which such
public announcement is first made by the corporation.

         (3) In the event the corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a

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person or persons (as the case may be), for election to such position(s) as
specified in the corporation's notice of meeting, if the stockholder's notice
required by paragraph (C)(1) of this Section 7 shall be delivered to the
Secretary at the principal executive offices of the corporation by the later of
(a) the close of business on the ninetieth (90th) day prior to such special
meeting or (b) the close of business on the tenth (10th) day following the day
on which public announcement is first made of the date of the special meeting
and of the nominees proposed by the Board of Directors to be elected at such
meeting.

         D. GENERAL.

         (1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 7 shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 7. Except as otherwise provided by law or these By-Law's, the
chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 7 and, if any proposed nomination or business is not in compliance
herewith, to declare that such defective proposal or nomination shall be
disregarded.

         (2) For purposes of this Section 7, "public announcement" 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 Exchange Act.

         (3) Notwithstanding the foregoing provisions of this Section 7, 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 herein. Nothing in this Section 7 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.

         SECTION 8. PROXIES AND VOTING. At any meeting of the stockholders,
every stockholder entitled to vote may vote in person or by proxy authorized by
an instrument in writing or by a transmission permitted by law filed in
accordance with the procedure established for the meeting. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this Section 8 may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission. All voting, including on the election
of directors but excepting where otherwise required by law, may be by voice
vote. Any vote not taken by voice shall be taken by ballots, each of which shall
state the name of the stockholder or proxy voting and such other information as
may be required under the procedure established for the meeting. The Corporation
may, and to the extent required by law, shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and make a
written report thereof. The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is able to act at a meeting of stockholders, the person presiding
at the meeting may, and to the extent required by law, shall, appoint one or
more inspectors to act at the meeting. Each inspector, before entering

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upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his ability. Except as otherwise provided in the terms of any class or
series of Preferred Stock of the Corporation, all elections at any meeting of
stockholders shall be determined by a plurality of the votes cast, and except as
otherwise required by law, all other matters determined by stockholders at a
meeting shall be determined by a majority of the votes cast affirmatively or
negatively.

         SECTION 9. NO ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the stockholders of the Corporation may be effected only at a
duly called annual or special meeting of stockholders of the Corporation and may
not be effected by written consent; provided, however, that in the event that
the holder or holders of a majority of the capital stock of the Corporation
request in writing that the stockholders be permitted to effect an action or
actions by written consent, the Board of Directors, in its sole discretion, may
elect to permit the stockholders of the Corporation to effect such action or
actions by written consent.

         SECTION 10. STOCK LIST. A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in his or her name, shall be open to the examination of any
such 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 at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held. The stock list shall also be kept at the
place of the meeting during the whole time thereof and shall be open to the
examination of any such stockholder who is present. Such list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.

                         ARTICLE II - BOARD OF DIRECTORS

         SECTION 1. GENERAL POWERS, NUMBER, ELECTION, TENURE AND QUALIFICATION.

         A. The business and affairs of the Corporation shall be managed by or
under the direction of its Board of Directions.

         B. Subject to the rights of the holders of any series of Preferred
Stock then outstanding to elect additional directors under specified
circumstances, the number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the Board.

         C. The directors of the Corporation shall be elected at each annual
meeting of stockholders or special meeting in lieu thereof. Each director
elected shall hold office until his or her successor is duly elected and
qualified, unless sooner displaced.

         SECTION 2. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to the
rights of the holders of any series of Preferred Stock then outstanding, newly
created directorships resulting from any increase in the authorized number of
directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
may be filled only by a majority vote of the directors then in office even
though less than a quorum, or by a sole remaining director. In the event of a
vacancy in the Board of Directors, the

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remaining directors, except as otherwise provided by law, may exercise the
powers of the full Board of Directors until the vacancy is filled.

         SECTION 3. RESIGNATION AND REMOVAL. Any director may resign at any time
upon written notice to the Corporation at its principal place of business or to
the Chief Executive Officer, President or Secretary. Such resignation shall be
effective upon receipt unless it is specified to be effective at some other time
or upon the happening of some other event. Subject to the rights of the holders
of any series of Preferred Stock then outstanding, any director, or the entire
Board of Directors, may be removed from office at any time only for cause. A
director may be removed for cause by the holders of a majority of the shares of
the Corporation then entitled to vote at an election of a director and only
after a reasonable notice and opportunity to be heard before the stockholders.

         SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such place or places, on such date or dates, and at such time
or times as shall have been established by the Board of Directors and publicized
among all directors. A written notice of each regular meeting shall not be
required.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors, if any, the Board of
Directors or the President and shall be held at such place, on such date, and at
such time as they or he or she shall fix. Notice of the place, date, and time of
each such special meeting shall be given to each director by whom it is not
waived by mailing written notice not less than three (3) days before the meeting
or orally, by telegraph, telex, cable, telecopy or electronic mail (including
via the Internet) given not less than twenty-four (24) hours before the meeting.
Unless otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.

         SECTION 6. QUORUM. At any meeting of the Board of Directors, a majority
of the total number of members of the Board of Directors shall constitute a
quorum for all purposes. If a quorum shall fail to attend any meeting, a
majority of those present may adjourn the meeting to another place, date, or
time, without further notice or waiver thereof.

         SECTION 7. ACTION BY CONSENT. Unless otherwise restricted by the
Certificate of Incorporation of the Corporation, as amended from time to time,
or these By-Law's, any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

         SECTION 8. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members
of the Board of Directors, or of any committee thereof, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and such participation shall constitute presence in
person at such meeting.

         SECTION 9. CONDUCT OF BUSINESS. At any meeting of the Board of
Directors, business shall be transacted in such order and manner as the Board
may from time to time determine, and all matters shall be determined by the vote
of a majority of the directors present, except as otherwise provided herein or
required by law.

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         SECTION 10. POWERS. The Board of Directors may, except as otherwise
required by law, exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without limiting the
generality of the foregoing, the unqualified power:

         (1)      To declare dividends from time to time in accordance with law;

         (2)      To purchase or otherwise acquire any property, rights or
                  privileges on such terms as it shall determine;

         (3)      To authorize the creation, making and issuance, in such form
                  as it may determine, of written obligations of every kind,
                  negotiable or non-negotiable, secured or unsecured, to borrow
                  funds and guarantee obligations, and to do all things
                  necessary in connection therewith;

         (4)      To remove any officer of the Corporation with or without
                  cause, and from time to time to devolve the powers and duties
                  of any officer upon any other person for the time being;

         (5)      To confer upon any officer of the Corporation the power to
                  appoint, remove and suspend subordinate officers, employees
                  and agents;

         (6)      To adopt from time to time such stock, option, stock purchase,
                  bonus or other compensation plans for directors, officers,
                  employees and agents of the Corporation and its subsidiaries
                  as it may determine;

         (7)      To adopt from time to time such insurance, retirement, and
                  other benefit plans for directors, officers, employees and
                  agents of the Corporation and its subsidiaries as it may
                  determine; and,

         (8)      To adopt from time to time regulations, not inconsistent with
                  these by-law's, for the management of the Corporation's
                  business and affairs.

         SECTION 11. COMPENSATION OF DIRECTORS. Directors, as such, may receive,
pursuant to a resolution of the Board of Directors, fixed fees and other
compensation for their services as directors, including, without limitation,
their services as members of committees of the Board of Directors.

                            ARTICLE III - COMMITTEES

         SECTION 1. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of
Directors, by a vote of a majority of the Board of Directors, may from time to
time designate committees of the Board, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the Board and shall,
for those committees and any others provided for herein, elect a director or
directors to serve as the member or members, designating, if it desires, other
directors as alternate members who may replace any absent or disqualified member
at any meeting of the committee. Any such committee, to the extent provided in
the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed

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to all papers which may require it; but no such committee shall have the power
or authority in reference to amending the Certificate of Incorporation, adopting
an agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the by-law's of the
Corporation. Any committee so designated may exercise the power and authority of
the Board of Directors to declare a dividend, to authorize the issuance of stock
or to adopt a certificate of ownership and merger pursuant to Section 253 of the
Delaware General Corporation Law if the resolution which designates the
committee or a supplemental resolution of the Board of Directors shall so
provide. In the absence or disqualification of any member of any committee and
any alternate member in his or her place, the member or members of the committee
present at the meeting and not disqualified from voting, whether or not he or
she or they constitute a quorum, may by unanimous vote appoint another member of
the Board of Directors to act at the meeting in the place of the absent or
disqualified member.

         SECTION 2. CONDUCT OF BUSINESS. Each committee may determine the
procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings;
one-third (1/3) of the members of any committee shall constitute a quorum unless
the committee shall consist of one (1) or two (2) members, in which event one
(1) member shall constitute a quorum; and all matters shall be determined by a
majority vote of the members present. Action may be taken by any committee
without a meeting if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of such
committee.

                              ARTICLE IV - OFFICERS

         SECTION 1. ENUMERATION. The officers of the Corporation shall consist
of a President, a Treasurer, a Secretary and such other officers as the Board of
Directors may determine, including, but not limited to, a Chairman of the Board
of Directors, a Chief Executive Officer, and one or more Vice Presidents,
Assistant Treasurers and Assistant Secretaries.

         SECTION 2. ELECTION. The Chairman of the Board, if any, the President,
the Treasurer and the Secretary shall be elected annually by the Board of
Directors at their first meeting following the annual meeting of the
stockholders. The Board of Directors may, from time to time, elect or appoint
such other officers as it or he or she may determine, including, but not limited
to, one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries.

         SECTION 3. QUALIFICATION. The Chairman of the Board, if any, and any
Vice Chairman appointed to act in the absence of the Chairman, if any, shall be
elected by and from the Board of Directors, but no other officer need be a
director. Two or more offices may be held by any one person. If required by vote
of the Board of Directors, an officer shall give bond to the Corporation for the
faithful performance of his or her duties, in such form and amount and with such
sureties as the Board of Directors may determine. The premiums for such bonds
shall be paid by the Corporation.

         SECTION 4. TENURE AND REMOVAL. Each officer elected or appointed by the
Board of Directors shall hold office until the first meeting of the Board of
Directors following the next annual meeting of the stockholders and until his or
her successor is elected or appointed and

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qualified, or until he or she dies, resigns, is removed or becomes disqualified,
unless a shorter term is specified in the vote electing or appointing said
officer. Any officer may resign by giving written notice of his or her
resignation to the Chairman of the Board, if any, the President, or the
Secretary, or to the Board of Directors at a meeting of the Board, and such
resignation shall become effective at the time specified therein. Any officer
elected or appointed by the Board of Directors may be removed from office with
or without cause by vote of a majority of the directors.

         SECTION 5. CHAIRMAN OF THE BOARD. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and stockholders at
which he or she is present and shall have such authority and perform such duties
as may be prescribed by these by-law's or from time to time be determined by the
Board of Directors. The Chairman of the Board shall also have the power and
authority to determine the compensation and duties of all employees and agents
of the Corporation and shall have the power and authority to sign all stock
certificates, contracts and other instruments of the Corporation which are
authorized. The Compensation Committee of the Board of Directors shall have the
power and authority to determine the compensation and duties of all officers of
the Corporation.

         SECTION 6. PRESIDENT. Except for meetings at which the Chief Executive
Officer or the Chairman of the Board, if any, presides, the President shall, if
present, preside at all meetings of stockholders, and if a director, at all
meetings of the Board of Directors. The President shall, subject to the control
and direction of the Chief Executive Officer and the Board of Directors, have
and perform such powers and duties as may be prescribed by these by-law's or
from time to time be determined by the Chief Executive Officer or the Board of
Directors. The President shall have power to sign all stock certificates,
contracts and other instruments of the Corporation which are authorized. In the
absence of a Chief Executive Officer, the President shall be the chief executive
officer of the Corporation and shall, subject to the direction of the Board of
Directors, have general supervision and control of its business and shall have
general supervision and direction of all of the officers, employees and agents
of the Corporation.

         SECTION 7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
be the chief executive officer of the Corporation and shall, subject to the
direction of the Board of Directors, have general supervision and control of its
business. Unless otherwise provided by resolution of the Board of Directors, in
the absence of the Chairman of the Board, if any, the Chief Executive Officer
shall preside at all meetings of the stockholders and, if a director, meetings
of the Board of Directors. The Chief Executive Officer shall have general
supervision and direction of all of the officers, employees and agents of the
Corporation.

         SECTION 8. VICE PRESIDENTS. The Vice Presidents, if any, in the order
of their election, or in such other order as the Board of Directors may
determine, shall have and perform the powers and duties of the President (or
such of the powers and duties as the Board of Directors may determine) whenever
the President is absent or unable to act. The Vice Presidents, if any, shall
also have such other powers and duties as may from time to time be determined by
the Board of Directors.

         SECTION 9. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall,
subject to the control and direction of the Board of Directors, have and perform
such powers and duties as may be prescribed in these by-law's or be determined
from time to time by the Board of Directors. All property of the Corporation in
the custody of the Treasurer shall be subject at all times to the inspection and
control of the Board of Directors. The Treasurer shall have the responsibility
for

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maintaining the financial records of the Corporation. The Treasurer shall make
such disbursements of the funds of the Corporation as are authorized and shall
render from time to time an account of all such transactions and of the
financial condition of the Corporation. Unless otherwise voted by the Board of
Directors, each Assistant Treasurer, if any, shall have and perform the powers
and duties of the Treasurer whenever the Treasurer is absent or unable to act,
and may at any time exercise such of the powers of the Treasurer, and such other
powers and duties, as may from time to time be determined by the Board of
Directors.

         SECTION 10. SECRETARY AND ASSISTANT SECRETARIES. The Board of Directors
shall appoint a Secretary and, in his or her absence, an Assistant Secretary.
The Secretary or, in his or her absence, any Assistant Secretary, shall attend
all meetings of the directors and shall record all votes of the Board of
Directors and minutes of the proceedings at such meetings. The Secretary or, in
his or her absence, any Assistant Secretary, shall notify the directors of their
meetings, and shall have and perform such other powers and duties as may from
time to time be determined by the Board of Directors. If the Secretary or an
Assistant Secretary is elected but is absent from any meeting of directors, a
temporary Secretary may be appointed by the directors at the meeting.

         SECTION 11. BOND. If required by the Board of Directors, any officer
shall give the Corporation a bond in such sum and with such surety or sureties
and upon such terms and conditions as shall be satisfactory to the Board of
Directors, including without limitation a bond for the faithful performance of
the duties of his office and for the restoration to the Corporation of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession or under his control and belonging to the Corporation.

         SECTION 12. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.
Unless otherwise directed by the Board of Directors, the President, the
Treasurer or any officer of the Corporation authorized by the President shall
have power to vote and otherwise act on behalf of the Corporation, in person or
by proxy, at any meeting of stockholders of or with respect to any action of
stockholders of any other corporation in which this Corporation may hold
securities and otherwise to exercise any and all rights and powers which this
Corporation may possess by reason of its ownership of securities in such other
corporation.

                                ARTICLE V - STOCK

         SECTION 1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to
a certificate signed by, or in the name of the Corporation by the Chairman of
the Board of Directors, or the President or a Vice President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
certifying the number of shares owned by him, her or it. Any or all of the
signatures on the certificate may be by facsimile.

         SECTION 2 TRANSFERS OF STOCK. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 4
of this Article of these by-law's, an outstanding certificate for the number of
shares involved shall be surrendered for cancellation before a new certificate
is issued therefor.

         SECTION 3. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders, or
to receive payment of any dividend or other distribution or allotment of any
rights or to exercise any rights in respect of any

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<PAGE>

change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date on which the resolution fixing the record date is adopted
and which record date shall not be more than sixty (60) nor less than ten (10)
days before the date of any meeting of stockholders, nor more than sixty (60)
days prior to the time for such other action as herein before described;
provided, however, that 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 at the close of business on the day next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held, and,
for determining stockholders entitled to receive payment of any dividend or
other distribution or allotment of rights or to exercise any rights of change,
conversion or exchange of stock or for any other purpose, the record date shall
be at the close of business on the day on which the Board of Directors adopts a
resolution relating thereto. 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 4. LOST, STOLEN OR DESTROYED CERTIFICATES. In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in
its place pursuant to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
a satisfactory bond or bonds of indemnity.

         SECTION 5. REGULATIONS. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.

         SECTION 6. INTERPRETATION. The Board of Directors shall have the power
to interpret all of the terms and provisions of these by-law's, which
interpretation shall be conclusive.

                              ARTICLE VI - NOTICES

         SECTION 1. NOTICES. Except as otherwise specifically provided herein or
required by law, all notices required to be given to any stockholder, director,
officer, employee or agent shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing such
notice in the mail, postage paid, or by sending such notice by courier service,
prepaid telegram or mailgram, or telecopy, cable, or telex. Any such notice
shall be addressed to such stockholder, director, officer, employee or agent at
his or her last known address as the same appears on the books of the
Corporation. The time when such notice is received, if hand delivered, or
dispatched, if delivered through the mail or by courier, telegram, mailgram,
telecopy, cable, or telex shall be the time of the giving of the notice.

         SECTION 2. WAIVER OF NOTICE. A written waiver of any notice, signed by
a stockholder, director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, director, officer, employee
or agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver. Attendance of a director or stockholder at a meeting without
protesting prior thereto or at its commencement the lack of notice shall also
constitute a waiver of notice by such director or stockholder.

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             ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS

         SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved
(including, without limitation, as a witness) in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or an officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "Indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such Indemnitee in connection
therewith; provided, however, that, except as provided in Section 3 of this
Article with respect to proceedings to enforce rights to indemnification or as
otherwise required by law, the Corporation shall not be required to indemnify or
advance expenses to any such Indemnitee in connection with a proceeding (or part
thereof) initiated by such Indemnitee unless such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation.

         SECTION 2. RIGHT TO ADVANCEMENT OF EXPENSES. The right to
indemnification conferred in Section 1 of this Article shall include the right
to be paid by the Corporation the expenses (including attorney's fees) incurred
in defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by an Indemnitee in his capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such
Indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that such Indemnitee is not entitled to be indemnified
for such expenses under this Section 2 or otherwise. The rights to
indemnification and to the advancement of expenses conferred in Sections 1 and 2
of this Article shall be contract rights and such rights shall continue as to an
Indemnitee who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the Indemnitee's heirs, executors and administrators.
Any repeal or modification of any of the provisions of this Article shall not
adversely affect any right or protection of an Indemnitee existing at the time
of such repeal or modification.

         SECTION 3. RIGHT OF INDEMNITEES TO BRING SUIT. If a claim under Section
1 or 2 of this Article is not paid in full by the Corporation within sixty (60)
days after a written claim has been received by the Corporation, except in the
case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the Indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the Indemnitee shall also be entitled to be paid the expenses of
prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
Indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in

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<PAGE>

any suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the Indemnitee has not met
any applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
Indemnitee is proper in the circumstances because the Indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the Indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the Indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the Indemnitee, be a defense to such suit. In any suit
brought by the Indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the Indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article or otherwise shall be on the
Corporation.

         SECTION 4. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and
to the advancement of expenses conferred in this Article shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, the Corporation's Certificate of Incorporation as amended and restated
from time to time, these by-law's, any agreement, any vote of stockholders or
disinterested directors or otherwise.

         SECTION 5. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

         SECTION 6. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION.
The Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article with respect to the indemnification and advancement of expenses
of directors and officers of the Corporation.

                       ARTICLE VIII - CERTAIN TRANSACTIONS

         SECTION 1. TRANSACTIONS WITH INTERESTED PARTIES. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board or committee thereof
which authorizes the contract or transaction or solely because the votes of such
director or officer are counted for such purpose, if:

         (1)      The material facts as to his or her relationship or interest
                  and as to the contract or transaction are disclosed or are
                  known to the Board of Directors or the committee, and the
                  Board or committee in good faith authorizes the contract or
                  transaction by

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<PAGE>

                  the affirmative votes of a majority of the disinterested
                  directors, even though the disinterested directors be less
                  than a quorum; or

        (2)       The material facts as to his or her relationship or interest
                  and as to the contract or transaction are disclosed or are
                  known to the stockholders entitled to vote thereon, and the
                  contract or transaction is specifically approved in good faith
                  by vote of the stockholders; or

        (3)       The contract or transaction is fair as to the Corporation as
                  of the time it is authorized, approved or ratified, by the
                  Board of Directors, a committee thereof, or the stockholders.

         SECTION 2. QUORUM. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

                           ARTICLE IX - MISCELLANEOUS

         SECTION 1. FACSIMILE SIGNATURES. In addition to the provisions for use
of facsimile signatures elsewhere specifically authorized in these by-law's,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

         SECTION 2. CORPORATE SEAL. The Board of Directors may provide a
suitable seal, containing the name of the Corporation, which seal shall be in
the charge of the Secretary. If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and used by the
Treasurer or by an Assistant Secretary or Assistant Treasurer.

         SECTION 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director,
each member of any committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the books of account or other
records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its officers or employees, or
committees of the Board of Directors so designated, or by any other person as to
matters which such director or committee member reasonably believes are within
such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation.

         SECTION 4. FISCAL YEAR. Except as otherwise determined by the Board of
Directors from time to time, the fiscal year of the Corporation shall end on the
last day of December of each year.

         SECTION 5. TIME PERIODS. In applying any provision of these by-law's
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded, and the day of the event shall be included.

         SECTION 6. PRONOUNS. Whenever the context may require, any pronouns
used in these by-law's shall include the corresponding masculine, feminine or
neuter forms.

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                             ARTICLE X - AMENDMENTS

         These by-law's may be amended or repealed by the affirmative vote of a
majority of the whole Board of Directors or by the stockholders by the
affirmative vote of seventy percent (70%) of the outstanding voting power of the
then-outstanding shares of capital stock of the Corporation, entitled to vote
generally in the election of directors, at any meeting at which a proposal to
amend or repeal these by-law's is properly presented.

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