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                                                                     EXHIBIT 3.3

                        THE ASHTON TECHNOLOGY GROUP, INC.
                                     BY-LAWS

                      As Amended and Restated June 20, 2000

                                    ARTICLE I

     Section 1. The registered office shall be at such place within the State of
Delaware as the board of directors may, from time to time, determine.

     Section 2. The corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

     Section 1. All meeting of the stockholders for the election of directors
shall be held in the State of Delaware, at such place as may be fixed, from time
to time by the board of directors, or at such other place either within or
without the State of Delaware as shall be designated from time to time by the
board of directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2. Annual meeting of stockholders shall be held on the fifteenth
day of the fifth month following the end of each fiscal year or as soon
thereafter as practicable, as shall be designated from time to time by the board
of directors and stated in the notice of the meeting, at which they shall elect
by a plurality vote a board of director, and transact such other business as may
properly be brought before the meeting.

     Section 3. Written notice of the annual meeting stating place, date and
hour of the meeting shall be given to each stockholder entitle to vote at such
meeting not less than ten nor more than sixty days before the date of the
meeting.

     Section 4. Only persons who are nominated in accordance with the procedures
set forth in this Section 4 shall be eligible for election as directors.
Nominations of persons for election to the board of directors of the corporation
may be made at a meeting of stockholders by or at the direction of the board of
directors or by any stockholder of the corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this Section 4. Such nominations, other than those made by or under the
direction of the board of directors, shall be made pursuant to timely notice in
writing to the secretary of the corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the corporation not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than 70 days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the
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day on which such notice of the date of the meeting was mailed or such public
disclosure was made. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or re-election as
a Director, (i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person, (iii) the
class and number of shares of the corporation which are beneficially owned by
such person, and (iv) any other information relating to such person that is
required to be disclosed in solicitations of proxies for election of Directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including without limitation such
persons' written consent to being named in the proxy statement as a nominee and
to serving as a Director if elected); and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the corporation's books, of
such stockholder and (ii) the class and number of shares of the corporation
which are beneficially owned by such stockholder.

     At the request of the board of directors any person nominated by the board
of director for election as a director shall furnish to the Secretary of the
corporation that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee.

     No person shall be eligible for election as a director of the corporation
unless nominated in accordance with the procedures set forth in this Section 4.
The Chairman of the meeting shall, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance with the procedures
prescribed by the by-laws, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded.

     Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     Section 6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called
shall be given not less than ten nor more than sixty days before the date of the
meeting, to each stockholder entitled to vote at such meeting.

     Section 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

     Section 8. Except as provided by law or the certificate of incorporation,
the holders of a majority of the stock issued and outstanding and entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than

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announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

     Section 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes, of the
certificate of incorporation or other provisions of the by-laws, a different
vote is required in which case such express provision shall govern and control
the decision of such question.

     Section 10. Unless otherwise provided in the certificate of incorporation,
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.

     Section 11. Unless otherwise provided in the certificate of incorporation,
any action required to be taken at any annual or special meeting of such
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 stock 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 of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing to such corporate action.

     Section 12. At each meeting of the stockholders, the president or, in his
absence or inability to act, a vice president, if there is one (or, in the event
there is more than one vice president, the vice president in the order
designated by the directors, or in the absence of any designation, then in the
order of their selection or the secretary or the treasurer, in that order) shall
act as chairman of the meeting. The secretary or, in his absence or inability to
act, any person appointed by the chairman of the meeting shall act as secretary
of the meeting and keep the minutes thereof.

     Section 13. The board may, in advance of any meeting of stockholders,
appoint one or more inspectors to act at such meeting or any adjournment
thereof. If the inspectors shall not be so appointed or if any of them shall
fail to appear or act, the chairman of the meeting may appoint inspectors. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares outstanding and the voting power of each,
the number of shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with

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the right to vote, count and tabulate all votes, ballots or consents, determine
the result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the chairman of the meeting or any
stockholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and shall
execute a certificate of any fact found by them. No director or candidate for
the office of director shall act as an inspector of an election of directors.
Inspectors need not be stockholders.

                                   ARTICLE III

                                    DIRECTORS
                                    ---------

     Section 1. The number of directors which shall constitute the entire board
shall not be less than one nor more than eight. The first board shall consist of
one director. Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board directors or by the
stockholders at the annual meeting of the stockholders, except as provided in
Section 2 of this Article, and each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders. (amended
June 20, 2000)

     Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the entire board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least 10 percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

     Section 3. The business of the corporation shall be managed by its board of
directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS
                       ----------------------------------

     Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 5. The first meeting of each newly elected board of directors shall
be held immediately following the annual meeting of stockholders at the place of
such annual meeting of stockholder and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event such meeting is not
held immediately following the annual meeting of stockholders at the place of

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such annual meeting of stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of director, or as shall be specified, in a
written waiver signed by all of the directors.

     Section 6. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.

     Section 7. Special meetings of the board may be called by the president or,
in the absence of a president, by the chairman of the board, on one day's notice
to each director, either personally or by mail, telegram or telefax; special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of a majority of the directors.

     Section 8. The board of directors at its first meeting held after each
annual meeting of stockholders may designate one of the directors as the
chairman of the board who shall hold such position until a successor is
appointed and qualified or until his or her earlier resignation or removal. The
chairman of the board shall preside at meetings of the board of directors.

     Section 9. At all meetings of the board, a majority of the directors then
in office shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting until a quorum shall be present.

     Section 10. Unless otherwise restricted by the certificate of incorporation
or these by-laws, 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 committees.

     Section 11. Unless otherwise restricted by the certificate of incorporation
or these by-laws, members of the board of directors, or any committee designated
by the board of directors, may participate in a meeting of the board of
directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

     Section 12. No contract or other transaction between this corporation and
any other corporation shall be impaired, affected or invalidated, nor shall any
director be liable in any way by reason of the fact that any one or more of the
directors of this corporation is or are interested in, or is a director or
officer, or are directors of such other corporation, provided that such facts
are disclosed or made known to the board of directors.

     Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this corporation, and no director
shall be liable in any way by reason of

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such interest, provided that the fact of such interest be disclosed or made
known to the board of directors, and provided that the board of directors shall
authorize, approve or ratify such contract or transaction by the vote (not
counting the vote of any such director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
impair or invalidate or in any way affect any contract or other transaction
which would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.

                             COMMITTEES OF DIRECTORS
                             -----------------------

     Section 13. The board of directors may, by resolution passed by a majority
of the entire board, designate one or more committee, each committee to consist
of one or more of the directors of the corporation. The board may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at a meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors, 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 require it; but no such committee shall have the power or
authority in reference to amending the 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-laws of the corporation; and, unless the resolution or the certificate of
incorporation expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors. Each committee
shall keep regular minutes of its meetings and report the same to the board of
directors when required.

                            COMPENSATION OF DIRECTORS
                            -------------------------

     Section 14. Unless otherwise restricted by the certificate of incorporation
or these by-laws, the board of directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings. Employees of the corporation or any of its subsidiaries
shall not be entitled to compensation for serving as directors or committee
members.

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                              REMOVAL OF DIRECTORS
                              --------------------

     Section 15. Unless otherwise restricted by the certificate of incorporation
or these by-laws, any director or the entire board of directors may be removed,
with or without cause, by the holders of a majority of shares entitled to vote
at an election of directors.

                                   ARTICLE IV

                                     NOTICES
                                     -------

     Section 1. Whenever, under the provision of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall be given in writing, personally, by
hand or by mail, addressed to such director or stockholder at his address as it
appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram or by telefax.

     Section 2. Whenever any notice is required to be given under the provisions
of the statutes or of the certificate of incorporation or of these by-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS
                                    --------

     Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a secretary and a treasurer. The board of
directors may also choose one or more vice presidents and one or more assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless otherwise provided by law, the certificate of incorporation
or these by-laws.

     Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president from among the members of the
board, a secretary and a treasurer.

     Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their
successors are appointed and qualified or until their earlier resignation or
removal. Subject to the terms of an

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existing agreement, if any, any officer elected or appointed by the board of
directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.

                                  THE PRESIDENT
                                  -------------

     Section 6. The president shall be the chief executive officer of the
corporation and shall have general and active management of the business of the
corporation, subject to the control of the board of directors, and general and
active supervision and direction over the other officers, agents and employees
and shall see that their duties are properly performed. He shall, if present,
preside at each meeting of the stockholders and, if there is no chairman of the
board, at each meeting of the board of directors, and he shall be an ex officio
member of all committee of the board that shall not have a vote. He shall
perform all duties incident to the office of president and chief executive
officer and such other duties as may from time to time be assigned to him by the
board.

     Section 7. The president shall executed bonds, mortgage and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE PRESIDENTS
                               -------------------

     Section 8. In the absence of the president or in the event of his inability
or refusal to act, the vice president, if there is one, (or, in the event there
be more than one vice president, the vice president in the order designated by
the directors, or in the absence of any designation, then in the order of their
election) or the secretary or the treasurer, in that order, shall perform the
duties of the president and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the president and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES
                     ---------------------------------------

     Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
such meeting in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and specials meetings of the board of
directors, and shall perform such other duties as may be prescribed by these
by-laws or by the board of directors or president, under whose supervision he
shall be. He shall have custody of the corporate seal of the corporation and he,
or an assistant secretary, shall have the authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such assistant secretary. The board of directors may give
general authority to any other officer to affix the seal of the corporation and
to attest the affixing by his signature.

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     Section 10. The assistant secretary or, if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS
                     --------------------------------------

     Section 11. The treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

     Section 12. The treasurer shall disburse the funds of the corporation as
may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation. He shall perform such other duties as may be prescribed by these
by-laws or by the board of directors or president, under whose supervision he
shall be.

     Section 13. If required by the board of directors, the treasurer shall give
the corporation a bond (which shall be renewed every six years) in the such sum
and with such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

     Section 14. The assistant treasurer or, if there shall be more than one,
the assistant treasurers in the order determined by the board of directors (or
if there be no such determination, then in the order of their election), shall,
in the absence of the treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the treasurer and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

                                   ARTICLE VI

                              CERTIFICATE OF STOCK
                              --------------------

     Section 1. Every holder of stock in the corporation shall be entitled to
have a certificate in the name of the corporation signed by the president or a
vice president and the treasurer or an assistant treasurer, or the secretary or
an assistant secretary, of the corporation, certifying the number of shares
owned by him in the corporation.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relatives participating, optional

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

     Section 2. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issues, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of the issue.

                               LOST CERTIFICATION
                               ------------------

     Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
sole discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK
                                -----------------

     Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, subject to
compliance with federal and state securities laws, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE
                               ------------------

     Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than

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ten days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.

                             REGISTERED STOCKHOLDERS
                             -----------------------

     Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS
                               ------------------

                                    DIVIDENDS
                                    ---------

     Section 1. Subject to the provisions of the certificate of incorporation,
as amended by an Certificate of Designation, dividends upon the capital stock of
the corporation, if any, may be declared by the board of directors at any
regular or special meeting, pursuant to law. Subject to the provisions of the
certificate of incorporation, as amended by an Certificate of Designation,
dividends may be paid in cash, in property or in shares of the capital stock,
pursuant to law.

     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
director from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation or for such other
purposes as the directors shall think conducive to the interests of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT
                                ----------------

     Section 3. The board of directors shall present at each annual meeting, at
any special meeting of the stockholders and at which a vote of the stockholders
shall be called for, a full and clear statement of the business and condition of
the corporation.

                                     CHECKS
                                     ------

     Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

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<PAGE>

                                   FISCAL YEAR
                                   -----------

     Section 5. The fiscal year of the corporation shall end on March 31 of each
year.

                                      SEAL
                                      ----

     Section 6. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS
                                   ----------

     Section 1. These by-laws may be altered, amended or repealed or new by-laws
may be adopted by the stockholders or by the board of directors, at any meeting
of the stockholders or of the board of directors if notice of such alteration,
amendment, repeal or adoption of new by-laws be contained in the notice of such
meeting. The by-laws may also be amended by the stockholders pursuant to Section
11 of Article II without prior notice of alteration, amendment or repeal of
these by-laws or adoption of new by-laws. The power to adopt, alter, amend or
repeal by-laws of the board of directors shall not divest or limit the power of
the stockholders to adopt, alter, amend or repeal by-laws.

                                   ARTICLE IX

                                INDEMNIFICATIONS
                                ----------------

     The officers and directors of the corporation shall be entitled to
indemnification to the maximum extent permitted by Delaware Law.

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