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                                                                     EXHIBIT 4.1


                           THIRD AMENDED AND RESTATED
                                   BY-LAWS OF
                                marchFIRST, Inc.
                       AS AMENDED AS OF DECEMBER 11, 2000

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office shall be in the City of
Wilmington, State of Delaware.

     SECTION 2. OTHER OFFICES. The corporation may also have an office in the
City of Chicago, Illinois, and also 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

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETING. All meetings of the stockholders for the
election of directors shall be held at such 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. TIME OF ANNUAL MEETING. Annual meetings of stockholders shall be
held on the second Wednesday in June if not a legal holiday, and if a legal
holiday, then on the next business day following, at 10:00 a.m., or at such
other date and time as shall be designated from time to time by the board of
directors and stated in the notice of the meeting, at which the stockholders
shall elect directors to succeed those whose terms then expire and transact such
other business as may properly be brought before the meeting. No stockholder
shall have cumulative voting rights.

     SECTION 3. NOTICE OF ANNUAL MEETING. Written or printed notice of the
annual meeting stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten or more than
sixty days before the date of the meeting.

     SECTION 4. VOTING LISTS. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the

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examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten 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 list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

     SECTION 5. SPECIAL MEETINGS. 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 chairman of the board or the
president.

     SECTION 6. NOTICE OF SPECIAL MEETINGS. Written or printed 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 TO BE TRANSACTED.

          (a) Nominations of persons for election to the board of directors of
the corporation and the proposal of business to be transacted by the
stockholders may be made at an annual meeting of stockholders (i) pursuant to
the corporation's notice with respect to such meeting, (ii) by or at the
direction of the board of directors or (iii) by any stockholder of the
corporation who was a stockholder of record at the time of giving of the notice
provided for in this Section 7, who is entitled to vote at the meeting and who
has complied with the notice procedures set forth in this Section 7.

          (b) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (iii) of paragraph (a) of
this Section 7, the stockholder must have given timely notice thereof in writing
to the Secretary of the corporation and such business must be a proper matter
for stockholder action under the General Corporation Law of the State of
Delaware. To be timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the corporation not less than
sixty (60) days nor more than ninety (90) days prior to the first anniversary of
the preceding year's annual meeting of stockholders; provided, however, that if
the date of the annual meeting is advanced more than thirty (30) days prior to
or delayed by more than sixty (60) days after such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (i) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being named in
the proxy statement as a

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nominee and to serving as a director if elected); (ii) as to any other business
that the stockholder proposes to bring before the meeting, a brief description
of such business, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (iii) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (A) the name and address of such stockholder,
as they appear on the corporation's books, and of such beneficial owner and (B)
the class and number of shares of the corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.

          (c) Notwithstanding anything in the second sentence of paragraph (B)
of this by-law 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 naming all of the nominees for director or specifying the
size of the increased board of directors made by the corporation at least
seventy (70) days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this by-law shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
corporation.

          (d) Only persons 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 an annual meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 7. The chair of the meeting shall have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting has been made in accordance with the procedures set forth in these
by-laws and, if any proposed nomination or business is not in compliance with
these by-laws to declare that such defective proposed business or nomination
shall not be presented for stockholder action at the meeting and shall be
disregarded.

          (e) For purposes of this section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a 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.

          (f) Notwithstanding the foregoing provisions of this by-law, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this by-law. Nothing in this Section 7 shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

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     SECTION 8. QUORUM AND ADJOURNMENTS. A majority of the shares entitled to
vote, present in person and 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; provided,
however, that with respect to any matter on which any class of stock is entitled
to vote separately as a class, the holders of a majority of the voting power
represented by the issued and outstanding shares of such class, present in
person and represented by proxy, shall constitute a quorum for purposes of such
matter. 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 the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been reacted at the meeting as originally noticed. 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. VOTE REQUIRED. When a quorum is present at any meeting, the vote
of the holders of a majority of the voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for (i) the election of directors as provided for in Article III hereof,
and (ii) any question upon which, by express provision of a statute or of the
certificate of incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.

     SECTION 10. VOTING RIGHTS. Except to the extent required by statute or the
certificate of incorporation or any amendments thereto, each holder of Common
Stock shall at every meeting of the stockholders be entitled to one vote in
person or by proxy for each share of Common Stock held by such stockholder.

     SECTION 11. PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.


                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND TERM OF OFFICE. The number of directors shall be
established from time to time by resolution of the board. The directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote in the election of
directors. The directors shall be elected in this manner at the annual meeting
of the stockholders, except as provided in

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Section 2 of this Article III. Each director elected shall hold office until a
successor is elected and qualified or until his earlier death, resignation or
removal, as hereinafter provided. Except for directors who are entitled pursuant
to the certificate of incorporation or certificates of designation to be elected
by holders of preferred stock (and who shall be elected for one year terms), the
directors shall be divided into three classes. The term of office of the first
class shall expire at the annual meeting next ensuing; of the second class, one
year thereafter; and of the third class, two years thereafter; and at each
annual election held after such classification and election, directors shall be
chosen for a full three-year term to succeed those whose terms expire. Directors
need not be stockholders.

     SECTION 2. VACANCIES. 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 the next election of the class for which such
directors shall have been chosen, and until their successors shall be duly
elected and qualified. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.

     SECTION 3. GENERAL POWERS. 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 these by-laws directed or required to be
exercised or done by the stockholders.


                                   ARTICLE IV

                       MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 1. PLACE OF MEETING. The board of directors of the corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

     SECTION 2. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without other notice than this by-law, immediately after, and at
the same place as, the annual meeting of stockholders. At least one regular
meeting shall be held in each period of two calendar months. Regular meetings
may be called by the board of directors or by any two members of the board of
directors. The board of directors may provide, by resolution, the time and
place, either within or without the State of Delaware, for the holding of
additional regular meetings without other notice than such resolution.

     SECTION 3. SPECIAL MEETINGS. Special meetings of the board may be called by
the chairman of the board or the president on three days' notice to each
director, either personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of any two or more directors.

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     SECTION 4. QUORUM. Except as otherwise provided herein, a quorum urn at any
meeting of the board of directors shall consist of a majority of the number of
members of the board of directors then serving. A quorum shall be required for
any action to be taken at a meeting of the board of directors. Except as
otherwise provided in this Article, the affirmative vote of a majority of the
members of the board of directors at a meeting at which a quorum is present
shall be the act of the board of directors. 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 5. RESIGNATIONS. Any director of the corporation may resign at any
time by giving written notice to the board of directors, the chairman of the
board, the president, or the secretary of the corporation. Such resignation
shall take effect at the time specified therein; and, unless tendered to become
effective only upon acceptance thereof., the acceptance of such resignation
shall not be necessary to make it effective.

     SECTION 6. REMOVAL. At any meeting of the stockholders any director or
directors may be removed from office for cause by a majority of the voting power
entitled to vote in elections of directors.

     SECTION 7. INFORMAL ACTION. 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 committee.

     SECTION 8. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.


                                    ARTICLE V

                             COMMITTEES OF DIRECTORS

     SECTION 1. APPOINTMENT AND POWERS. The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation, including a Compensation Committee and an Audit Committee. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or

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disqualified member at any meeting of a committee, to act at the meeting in the
place of any such absent or disqualified member. Two (2) members of a committee
must be present to constitute a quorum for any committee meeting and the
unanimous vote of all committee members present shall be required to approve any
matter presented to a 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 to all papers which may require it; but no such committee shall have
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-laws of the corporation; and, unless the resolution so provided, 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.


                                   ARTICLE VI

                            COMPENSATION OF DIRECTORS

     SECTION 1. COMPENSATION. The Compensation Committee of 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 a 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.


                                   ARTICLE VII

                                     NOTICES

     SECTION 1. MANNER OF NOTICE. Whenever, under the provisions of a statute or
of the certificate of incorporation or of these by-laws, notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, 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 facsimile transmission.

     SECTION 2. WAIVER. Whenever any notice is required to be given under the
provisions of a statute or of the certificate of incorporation or of these
by-laws, a waiver

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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 VIII

                                    OFFICERS

     SECTION 1. NUMBER AND QUALIFICATIONS. The officers of the corporation shall
be chosen by the board of directors and shall be a chairman of the board, a
chief executive officer, a chief operating officer, a president, a
vice-president, a secretary and a treasurer. The board of directors may also
choose additional vice-presidents, and one or more assistant secretaries and
assistant treasurers. Any number of offices may be held by the same person,
unless the certificate of incorporation or these by-laws otherwise provide.

     SECTION 2. ELECTION. The board of directors, at its first meeting after
each annual meeting of stockholders shall choose a chairman of the board, a
chief executive officer, a chief operating officer, a president, one or more
vice-presidents, a secretary, and a treasurer.

     SECTION 3. OTHER OFFICERS AND AGENTS. 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. SALARIES. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors or a duly authorized
committee of the board.

     SECTION 5. TERM OF OFFICE. The officers of the corporation shall hold
office until their successors are chosen and qualify. 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 directors then in office. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.

     SECTION 6. THE CHAIRMAN OF THE BOARD. The chairman of the board shall
preside at all meetings of the shareholders and of the board of directors, and
in general shall perform all duties incident to the office of the chairman of
the board and such other duties as from time to time may be assigned to the
chairman of the board by the board of directors.

     SECTION 7. THE CHIEF EXECUTIVE OFFICER. The chief executive officer shall
be the chief executive officer of the corporation. The chief executive officer
shall have executive authority to see that all orders and resolutions of the
board of directors are carried into effect and, subject to the control vested in
the board of directors by statute, by the certificate of incorporation or by
these by-laws, shall administer and be responsible

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for the overall management of the business and affairs of the corporation. The
chief executive officer shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

     SECTION 8. THE CHIEF OPERATING OFFICER. The chief operating officer shall
perform all duties incident to the office of the chief operating officer, and
such other duties from time to time to be assigned by the board of directors or
the chief executive officer.

     SECTION 9. THE PRESIDENT. The president shall perform such duties as may
from time to time be assigned by the board of directors, and in the absence or
disability of the chief executive officer, shall perform the duties of the chief
executive officer.

     SECTION 10. THE VICE-PRESIDENT. In the absence of the president or in the
event of the president's inability or refusal to act, the vice-president (or in
the event there be more than one vice-president, the executive vice-president
and then the other vice-president or vice-presidents in the order designated, or
in the absence of any designation, then in the order of their election) 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. The
vice-presidents shall perform such other duties and have such other powers as
the chief executive officer or the board of directors may from time to time
prescribe.

     SECTION 11. THE SECRETARY. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors 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 special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or the chief executive officer, 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 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 an 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.

     SECTION 12. THE ASSISTANT SECRETARY. The assistant secretary, or if there
be more than one, the assistant secretaries in the order determined by the board
of directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the secretary or in the event of his
inability 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
chief executive officer or the board of directors may from time to time
prescribe.

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     SECTION 13. THE TREASURER. The treasurer shall have the 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. He 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 chairman of the board, 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. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in the 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 the 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. 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
chief executive officer or the board of directors may from time to time
prescribe.


                                   ARTICLE IX

               CERTIFICATES OF STOCK, TRANSFERS, AND RECORD DATES

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the name of the
corporation by, the board of directors, or the chairman of the board or 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, designation, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, provided that, except as otherwise provided in Section 202 of the
Delaware General Corporation Law, in lieu of the foregoing requirements, there
may 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, a
statement that the corporation will furnish without charge to each stockholder
who so requests a statement of the powers, designations, preferences and
relative,

<PAGE>

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. FACSIMILE SIGNATURES. Where a certificate is countersigned (1)
by a transfer agent other than the corporation or its employee, or (2) by a
registrar other than the corporation or its employee, any other signature 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 issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

     SECTION 3. LOST CERTIFICATES. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, 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 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 representatives, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sums it may
direct to indemnify against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

     SECTION 4. TRANSFERS OF STOCK. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     SECTION 5. FIXING RECORD DATE. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect or 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 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.

     SECTION 6. REGISTERED STOCKHOLDERS. 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

<PAGE>

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 Delaware General
Corporation Law.


                                    ARTICLE X

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the
corporation's capital stock, subject to the provisions of the certificate of
incorporation. 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
directors 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
purpose as the directors, in their absolute discretion, think proper, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

     SECTION 2. CHECKS. 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.

     SECTION 3. FISCAL YEAR. The fiscal year of the corporation, unless
otherwise provided by resolution of the board of directors, shall begin on the
first day of January in each year and end on the last day of December in each
year.

     SECTION 4. SEAL. The corporate seal shall be inscribed thereon with the
name of the corporation 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.

     SECTION 5. STOCK IN OTHER CORPORATIONS. Shares of any other corporation
which may from time to time be held by this corporation may be represented and
voted at any meeting of shareholders of such corporation by the chairman of the
board, president or vice-president, or by any proxy appointed in writing by the
chairman of the board, president or a vice-president of the corporation, or by
any other person or persons thereunto authorized by the board of directors.
Shares represented by certificates standing in the name of the corporation may
be endorsed for sale or transfer in the name of the corporation by the chairman
of the board, president or any vice-president or by any other officer or
officers thereunto authorized by the board of directors. Shares belonging to the
corporation need not stand in the name of the corporation, but may be held for
the benefit of the corporation in the individual name of the treasurer or of any
other nominee designated for that purpose by the board of directors.


                                   ARTICLE XI

<PAGE>

                    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 in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she 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 VII with respect to proceedings
to enforce rights to indemnification, the corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if 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 VIII shall include the right to be paid
by the corporation the expenses (including attorneys' fees) incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her 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 (hereinafter 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 (hereinafter a "final adjudication") 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 VIII 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.

     SECTION 3. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 1 or
2 of this Article VIII 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

<PAGE>

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 be entitled to be paid also the expense of prosecuting or
defending such suit. In (a) 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 (b) in 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 VIII 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 VIII 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, by-laws,
agreement, vote of stockholders or disinterested directors or otherwise.

     SECTION 5. INSURANCE. The corporation may maintain insurance, at its
expenses, 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.

<PAGE>

                                   ARTICLE XII

                                   AMENDMENTS

     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 regular meeting
of the board of directors or of the stockholders or at any special meeting of
the board of directors or of the stockholders, if notice of such alteration,
amendment, repeal or adoption of new by-laws be contained in the notice of such
special meeting of the stockholders.


                                  ARTICLE XIII

                          CERTAIN BUSINESS COMBINATIONS

     The corporation expressly elects to be governed by Section 203 of the
General Corporation Law of the State of Delaware, provided that the amendment of
these by-laws adopting this election shall not apply, to any business
combination (as defined in said Section 203) between the corporation and any
person who became an interested stockholder (as defined in said Section 203) of
the corporation on or prior to the effective date of these by-laws.