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                                                                     EXHIBIT 3.1


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                                  ENGAGE, INC.


                            ARTICLE I - Stockholders
                            ------------------------

1.  PLACE OF MEETINGS.  All meetings of stockholders shall be held at such place
as may be designated from time to time by the Board of Directors, the Chairman
of the Board or the President or, if not so designated, at the principal office
of the corporation. The Board of Directors may, in its sole discretion,
determine that a meeting shall not be held at any place, but may instead be held
solely by means of remote communication in a manner consistent with the Delaware
General Corporation Law.

2.  ANNUAL MEETING.  Unless directors are elected by consent in lieu of an
annual meeting, the annual meeting of stockholders for the election of directors
and for the transaction of such other business as may properly be brought before
the meeting shall be held on a date and at a time designated by the Board of
Directors, the Chairman of the Board or the President (which date shall not be a
legal holiday in the place where the meeting is to be held) If no annual meeting
is held in accordance with the foregoing provisions, a special meeting may be
held in lieu of the annual meeting, and any action taken at that special meeting
shall have the same effect as if it had been taken at the annual meeting, and in
such case all references in these By-Laws to the annual meeting of the
stockholders shall be deemed to refer to such special meeting.

3.  SPECIAL MEETINGS.  Special meetings of stockholders may be called at any
time only by the Chairman of the Board, the President, the Board of Directors or
the holders of at least 40% of the votes which all stockholders would be
entitled to cast in any annual election of directors. Business transacted at any
special meeting of stockholders shall be limited to matters relating to the
purpose or purposes stated in the notice of meeting.

4.  NOTICE OF MEETINGS.  Except as otherwise provided by law, written notice of
each meeting of stockholders, whether annual or special, shall be given not less
than 10 nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting. Without limiting the manner by which notice
otherwise may be given to stockholders, any notice shall be effective if given
by a form of electronic transmission


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consented to (in a manner consistent with the Delaware General Corporation Law)
by the stockholder to whom the notice is given. The notices of all meetings
shall state the place, if any, date and time of the meeting and the means of
remote communications, if any, by which stockholders and proxyholders may be
deemed to be present in person and vote at such meeting. The notice of a special
meeting shall state, in addition, the purpose or purposes for which the meeting
is called. If notice is given by mail, such notice shall be deemed given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
corporation. If notice is given by electronic transmission, such notice shall be
deemed given at the time specified in Section 232 of the Delaware General
Corporation Law.

5.  VOTING LIST.  The officer who has charge of the stock ledger of the
corporation shall prepare, at least 10 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 examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting (i) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided
with the notice of the meeting, or (ii) during ordinary business hours, at the
principal place of business of the corporation. If the meeting is to be held at
a place, then the list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present. If the meeting is to be held solely by means of remote
communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.

6.  QUORUM.  Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting, present in person, present by means of remote communication in a
manner, if any, authorized by the Board of Directors in its sole discretion or
represented by proxy, shall constitute a quorum for the transaction of business.

7.  ADJOURNMENTS.  Any meeting of stockholders may be adjourned from time to
time to any other time and to any other place at which a meeting of stockholders
may be held under these By-laws by the stockholders present or represented at
the meeting and entitled to vote, although less than a quorum, or, if no
stockholder is present, by any officer entitled to preside at or to act as
secretary of such meeting. It shall not be necessary to notify any stockholder
of any adjournment of less than 30 days if the time and place, if any, of the
adjourned meeting, and the means of remote communication, if

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any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such adjourned meeting, are announced at the meeting at which
adjournment is taken, unless after the adjournment a new record date is fixed
for the adjourned meeting. At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.

8.  VOTING AND PROXIES.  Each stockholder shall have one vote for each share of
stock entitled to vote held of record by such stockholder and a proportionate
vote for each fractional share so held, unless otherwise provided by law, the
Certificate of Incorporation or these By-Laws. Each stockholder of record
entitled to vote at a meeting of stockholders may vote in person or may
authorize another person or persons to vote or act for such stockholder by a
proxy executed or transmitted in a manner permitted by the General Corporation
Law of Delaware) by the stockholder or such stockholder's authorized agent and
delivered (including by electronic transmission) to the Secretary of the
corporation. No such proxy shall be voted or acted upon after three years from
the date of its execution, unless the proxy expressly provides for a longer
period.

9.  ACTION AT MEETING.  When a quorum is present at any meeting, the holders of
a majority of the stock present or represented and voting on a matter (or if
there are two or more classes of stock entitled to vote as separate classes,
then in the case of each such class, the holders of a majority of the stock of
that class present or represented and voting on a matter) shall decide any
matter to be voted upon by the stockholders at such meeting, except when a
different vote is required by express provision of law, the Certificate of
Incorporation or these By-Laws. Any election by stockholders of directors shall
be determined by a plurality of the votes cast by the stockholders entitled to
vote at the election.

10.  NOMINATION OF DIRECTORS.  Only persons who are nominated in accordance with
the following procedures shall be eligible for election as directors. Nomination
for election to the Board of Directors of the corporation at a meeting of
stockholders may be made (i) by or at the direction of the Board of Directors or
(ii) by any stockholder of the corporation entitled to vote for the election of
directors at such meeting who complies with the notice procedures set forth in
this Section 10.

     To be timely, a stockholder's notice must be received by the Secretary at
the principal executive offices of the corporation as follows: (a) in the case
of an election of directors at an annual meeting of stockholders, not less than
60 days nor more than 90 days prior to the first anniversary of the preceding
year's annual meeting; provided, however, that (i) in the event that the date of
the annual meeting is advanced by more than 20 days, or delayed by more than 60
days, from such anniversary date, to be timely, a stockholder's notice must be
so received not earlier than the ninetieth day prior to such annual meeting and
not later than the close of business on the later of (A)


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the sixtieth day prior to such annual meeting and (B) the tenth day following
the day on which notice of the date of such annual meeting was mailed or public
disclosure of the date of such annual meeting was made, whichever first occurs,
or (ii) with respect to the annual meeting of stockholders of the corporation to
be held in the year 1999, to be timely, a stockholder's notice must be so
received not earlier than the ninetieth day prior to such annual meeting and not
later than the close of business on the tenth day following the day on which
notice of the date of such annual meeting was mailed or public disclosure of the
date of such annual meeting was made, whichever first occurs; or (b) in the case
of an election of directors at a special meeting of stockholders, not earlier
than the ninetieth day prior to such special meeting and not later than the
close of business on the later of (i) the sixtieth day prior to such special
meeting and (ii) the tenth day following the day on which notice of the date of
such special meeting was mailed or public disclosure of the date of such special
meeting was made, whichever first occurs.

     The stockholder's notice to the Secretary shall set forth (a) as to each
proposed nominee (i) the name, age, business address and, if known, residence
address of each such nominee, (ii) the principal occupation or employment of
each such nominee, (iii) the number of shares of stock of the corporation which
are beneficially owned by each such nominee, and (iv) any other information
concerning the nominee that must be disclosed as to nominees in proxy
solicitations pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including such person's written consent to be named as a
nominee and to serve as a director if elected); (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; and (c) as to the beneficial
owner, if any, on whose behalf the nomination is being made (i) the name and
address of such beneficial owner and (ii) the class and number of shares of the
corporation which are beneficially owned by such person. In addition, to be
effective, the stockholder's notice must be accompanied by the written consent
of the proposed nominee to serve as a director if elected. The corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the corporation to determine the eligibility of such proposed
nominee to serve as a director of the corporation.

     The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

11.  NOTICE OF BUSINESS AT ANNUAL MEETINGS.  At any annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at


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the direction of the Board of Directors, (b) otherwise brought before the
meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before an annual meeting by a stockholder. For business to be
properly brought before an annual meeting by a stockholder, (i) if such business
relates to the election of directors of the corporation, the procedures in
Section 10 of Article I must be complied with and (ii) if such business relates
to any other matter, the stockholder must have given timely notice thereof in
writing to the Secretary in accordance with the procedures set forth in this
Section 11.

     To be timely, a stockholder's notice must be received by the Secretary at
the principal executive offices of the corporation not less than 60 days nor
more than 90 days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that (i) in the event that the date of the annual
meeting is advanced by more than 20 days, or delayed by more than 60 days, from
such anniversary date, to be timely, a stockholder's notice must be so received
not earlier than the ninetieth day prior to such annual meeting and not later
than the close of business on the later of (A) the sixtieth day prior to such
annual meeting and (B) the tenth day following the day on which notice of the
date of such annual meeting was mailed or public disclosure of the date of such
annual meeting was made, whichever first occurs, or (ii) with respect to the
annual meeting of stockholders of the corporation to be held in the year 1999,
to be timely, a stockholder's notice must be so received not earlier than the
ninetieth day prior to such annual meeting and not later than the close of
business on the later of (A) the sixtieth day prior to such annual meeting and
(B) the tenth day following the day on which notice of the date of such annual
meeting was mailed or public disclosure of the date of such annual meeting was
made, whichever first occurs.

     The stockholder's notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the corporation's books, of the stockholder proposing
such business, and the name and address of the beneficial owner, if any, on
whose behalf the proposal is made, (c) the class and number of shares of the
corporation which are beneficially owned by the stockholder and beneficial
owner, if any, and (d) any material interest of the stockholder or such
beneficial owner, if any, in such business. Notwithstanding anything in these
By-Laws to the contrary, no business shall be conducted at any annual meeting of
stockholders except in accordance with the procedures set forth in this Section
11; provided that any stockholder proposal which complies with Rule 14a-8 of the
proxy rules (or any successor provision) promulgated under the Securities
Exchange Act of 1934, as amended, and is to be included in the corporation's
proxy statement for an annual meeting of stockholders shall be deemed to comply
with the requirements of this Section 11.


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     The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 11, and if he should so
determine, the chairman shall so declare to the meeting that any such business
not properly brought before the meeting shall not be transacted.

12.  ORGANIZATION.  The Chairman of the Board, or in his absence the Vice
Chairman of the Board, or the President, in the order named, shall call meetings
of the stockholders to order, and shall act as chairman of such meeting,
PROVIDED, however, that the Board of Directors may appoint any officer or
stockholder to act as chairman of any meeting in the absence of the Chairman of
the Board. The Secretary of the corporation shall act as secretary at all
meetings of the stockholders; but in the absence of the Secretary at any meeting
of the stockholders, the presiding officer may appoint any person to act as
secretary of the meeting.

                             ARTICLE II - Directors
                             ----------------------

1.  GENERAL POWERS.  The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws. In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board until the vacancy is filled.

2.  NUMBER; ELECTION AND QUALIFICATION.  The number of directors which shall
constitute the whole Board of Directors shall be determined by resolution of the
Board of Directors or by the holders of a majority of the votes entitled to be
cast by all stockholders in any annual election of directors. The number of
directors may be decreased at any time and from time to time by a majority of
the directors then in office or by the holders of a majority of the votes
entitled to be cast by all stockholders in any annual election of directors, but
only to eliminate vacancies existing by reason of the death, resignation,
removal or expiration of the term of one or more directors. The directors shall
be elected at the annual meeting of stockholders by such stockholders as have
the right to vote on such election. Directors need not be stockholders of the
corporation.

3.  ENLARGEMENT OF THE BOARD.  The number of directors may be increased at any
time and from time to time by the stockholders or by a majority of the directors
then in office.


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4.  TENURE.  Each director shall hold office until the next annual meeting and
until his successor is elected and qualified, or until such director's earlier
death, resignation or removal.

5.  QUORUM; ACTION AT MEETING.  A majority of the directors at any time in
office shall constitute a quorum for the transaction of business. In the event
one or more of the directors shall be disqualified to vote at any meeting, then
the required quorum shall be reduced by one for each director so disqualified,
provided that in no case shall less than one-third (1/3) of the number of
directors fixed pursuant to Section 2 above constitute a quorum. If at any
meeting of the Board of Directors there shall be less than such a quorum, a
majority of those present may adjourn the meeting from time to time. Every act
or decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of the Board
of Directors unless a greater number is required by law, by the Certificate of
Incorporation or these By-Laws.

6.  REMOVAL.  Directors of the corporation may be removed, with or without
cause, by the holders of at least a majority of the votes entitled to be cast in
any annual election of directors.

7.  VACANCIES.  Any vacancy in the Board of Directors, however occurring,
including a vacancy resulting from an enlargement of the Board, shall be filled
either by the holders of at least a majority of the votes which all of the
stockholders would be entitled to cast in any election of directors or by a vote
of a majority of the directors then in office, although less than a quorum or by
the sole remaining director.

8.  RESIGNATION.  Any director may resign by delivering a resignation either in
writing or by electronic transmission to the corporation at its principal office
or to the Chairman of the Board 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.

9.  REGULAR MEETINGS.  Regular meetings of the Board of Directors may be held
without notice at such time and place, as shall be determined from time to time
by the Board of Directors; provided that any director who is absent when such a
determination is made shall be given notice of the determination. A regular
meeting of the Board of Directors may be held without notice immediately after
and at the same place as the annual meeting of stockholders.

10.  SPECIAL MEETINGS.  Special meetings of the Board of Directors may be held
at any time and place designated in a call by the Chairman of the Board,
President, two or more directors, or by one director in the event that there is
only a single director in office.


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11.  NOTICE OF SPECIAL MEETINGS.  Notice of any special meeting of directors
shall be given to each director by the Secretary or by the officer or one of the
directors calling the meeting. Notice shall be duly given to each director (i)
by giving notice to such director in person or by telephone at least 24 hours in
advance of the meeting, (ii) by sending a telegram, telecopy, telex or
electronic mail, or delivering written notice by hand, to such director's last
known business, home or electronic mail address at least 24 hours in advance of
the meeting, or (iii) by mailing written notice to the director's last known
business or home address at least 72 hours in advance of the meeting. A notice
or waiver of notice of a meeting of the Board of Directors need not specify the
purposes of the meeting.

12.  MEETINGS BY CONFERENCE COMMUNICATIONS EQUIPMENT.  Directors or any members
of any committee designated by the directors may participate in a meeting of the
Board of Directors or such committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation by such means shall constitute
presence in person at such meeting.

13.  ACTION BY CONSENT.  Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee of the Board of Directors
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent to the action in writing or by electronic transmission, and
the written consents and electronic transmissions are filed with the minutes of
proceedings of the Board or committee.

14.  COMMITTEES.  The Board of Directors may designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members of the committee present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of the General Corporation Law of the State of
Delaware, 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. Each such committee shall keep minutes and make such reports as
the Board of Directors may from time to time request. Except as the Board of
Directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the directors or in such
rules, its business shall be


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conducted as nearly as possible in the same manner as is provided in these
By-Laws for the Board of Directors.

15.  COMPENSATION OF DIRECTORS.  Directors may be paid such compensation for
their services and such reimbursement for expenses of attendance at meetings as
the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

                             ARTICLE III - Officers
                             ----------------------

1.  ENUMERATION.  The officers of the corporation shall consist of a President,
a Secretary, a Treasurer and such other officers with such other titles as the
Board of Directors shall determine, including a Chairman of the Board, a Vice
Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers,
and Assistant Secretaries. The Board of Directors may appoint such other
officers as it may deem appropriate.

2.  ELECTION.  The President, Treasurer and Secretary shall be elected annually
by the Board of Directors at its first meeting following the annual meeting of
stockholders. Other officers may be appointed by the Board of Directors at such
meeting or at any other meeting.

3.  QUALIFICATION.  No officer need be a stockholder. Any two or more offices
may be held by the same person.

4.  TENURE.  Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws, each officer shall hold office until such
officer's successor is elected and qualified, unless a different term is
specified in the vote choosing or appointing such officer, or until such
officer's earlier death, resignation or removal.

5.  RESIGNATION AND REMOVAL.  Any officer may resign by delivering a written
resignation to the corporation at its principal office or to the Chairman of the
Board, 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.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following such resignation or removal, or any right to damages on
account of such removal, whether such officer's compensation be by the month or
by the year or


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otherwise, unless such compensation is expressly provided in a duly authorized
written agreement with the corporation.

6.  VACANCIES.  The Board of Directors may fill any vacancy occurring in any
office for any reason and may, in its discretion, leave unfilled for such period
as it may determine any offices other than those of President, Treasurer and
Secretary. Each such successor shall hold office for the unexpired term of such
officer's predecessor and until a successor is elected and qualified, or until
such officer's earlier death, resignation or removal.

7.  CHAIRMAN OF THE BOARD AND VICE CHAIRMAN OF THE BOARD.  The Board of
Directors may appoint a Chairman of the Board and may designate the Chairman of
the Board as Chief Executive Officer. If the Board of Directors appoints a
Chairman of the Board, such person shall perform such duties and possess such
powers as are assigned by the Board of Directors. Unless otherwise provided by
the Board of Directors, the Chairman of the Board shall preside at all meetings
of the stockholders, and if such person is a director, at all meetings of the
Board of Directors. If the Board of Directors appoints a Vice Chairman of the
Board, such person shall, in the absence or disability of the Chairman of the
Board, perform the duties and exercise the powers of the Chairman of the Board
and shall perform such other duties and possess such other powers as may from
time to time be vested in him or her by the Board of Directors. The person
designated as the Chief Executive Officer of the Company shall, subject to the
direction of the Board of Directors, have general charge and supervision of the
business of the corporation.

8.  PRESIDENT.  Unless the Board of Directors has designated the Chairman of the
Board or another officer as Chief Executive Officer, the President shall be the
Chief Executive Officer of the corporation. The President shall perform such
other duties and shall have such other powers as the Chief Executive Officer or
the Board of Directors may from time to time prescribe.

9.  VICE PRESIDENTS.  Any Vice President shall perform such duties and possess
such powers as the Board of Directors or the Chief Executive Officer may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Chief Executive Officer, then, in the order determined by the Board of
Directors, the President (if the President is not the Chief Executive Officer)
and the Vice President (or if there shall be more than one, the Vice Presidents)
shall perform the duties of the Chief Executive Officer and when so performing
shall have all the powers of and be subject to all the restrictions upon the
Chief Executive Officer. The Board of Directors may assign to any Vice President
the title of Executive Vice President, Senior Vice President or any other title
selected by the Board of Directors.


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10.  SECRETARY AND ASSISTANT SECRETARIES.  The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the secretary, including without limitation the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary, the Assistant Secretary (or if there shall be more than one,
the Assistant Secretaries in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

11.  TREASURER AND ASSISTANT TREASURERS.  The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned to him or
her by the Board of Directors or the Chief Executive Officer. In addition, the
Treasurer shall perform such duties and have such powers as are incident to the
office of treasurer, including without limitation the duty and power to keep and
be responsible for all funds and securities of the corporation, to deposit funds
of the corporation in depositories selected in accordance with these By-Laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Treasurer, the Assistant Treasurer (or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.

12.  SALARIES.  Officers of the corporation shall be entitled to such salaries,
compensation or reimbursement as shall be fixed or allowed from time to time by
the Board of Directors.


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                           ARTICLE IV - Capital Stock
                           --------------------------

1.  ISSUANCE OF STOCK.  Unless otherwise voted by the stockholders and subject
to the provisions of the Certificate of Incorporation, the whole or any part of
any unissued balance of the authorized capital stock of the corporation or the
whole or any part of any unissued balance of the authorized capital stock of the
corporation held in its treasury may be issued, sold, transferred or otherwise
disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.

2.  CERTIFICATES OF STOCK.  Every holder of stock of the corporation shall be
entitled to have a certificate, in such form as may be prescribed by law and by
the Board of Directors, certifying the number and class of shares owned by him
or her in the corporation. Each such certificate shall be signed by, or in the
name of the corporation by, the Chairman or Vice Chairman, if any, of the Board
of Directors, or the President or a Vice President, and the Treasurer or any
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation. Any or all of the signatures on the certificate may be a facsimile.

     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, the By-Laws,
applicable securities laws or any agreement among any number of stockholders or
among such holders and the corporation shall have conspicuously noted on the
face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction.

3.  TRANSFERS.  Except as otherwise established by rules and regulations adopted
by the Board of Directors, and subject to applicable law, shares of stock may be
transferred on the books of the corporation by the surrender to the corporation
or its transfer agent of the certificate representing such shares properly
endorsed or accompanied by a written assignment or power of attorney properly
executed, and with such proof of authority or the authenticity of signature as
the corporation or its transfer agent may reasonably require. Except as may be
otherwise required by law, by the Certificate of Incorporation or by these
By-Laws, the corporation shall be entitled to treat the record holder of stock
as shown on its books as the owner of such stock for all purposes, including the
payment of dividends and the right to vote with respect to such stock,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been transferred on the books of the corporation in accordance with
the requirements of these By-Laws.

4.  LOST, STOLEN OR DESTROYED CERTIFICATES.  The corporation may issue a new
certificate of stock in place of any previously issued certificate alleged to
have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may


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<PAGE>   13


prescribe, including the presentation of reasonable evidence of such loss, theft
or destruction and the giving of such indemnity as the Board of Directors may
require for the protection of the corporation or any transfer agent or
registrar.

5.  RECORD DATE.  The Board of Directors may fix in advance a date as a record
date for the determination of the stockholders entitled to notice of or to vote
at any meeting of stockholders, or entitled to receive payment of any dividend
or other distribution or allotment of any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action.
Such record date shall not be more than 60 nor less than 10 days before the date
of such meeting, nor more than 60 days prior to any other action to which such
record date relates.

     If no record date is fixed, 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 before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating to such purpose.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                         ARTICLE V - General Provisions
                         ------------------------------

1.  FISCAL YEAR.  Except as from time to time otherwise designated by the Board
of Directors, the fiscal year of the corporation shall begin on the first day of
August of each year and end on the last day of July in each year.

2.  CORPORATE SEAL.  The corporate seal shall be in such form as shall be
approved by the Board of Directors.

3.  WAIVER OF NOTICE.  Whenever notice is required to be given by law, by the
Certificate of Incorporation or by these By-Laws, a written waiver, signed by
the person entitled to notice or a waiver by electronic transmission by the
person entitled to notice, whether before, at or after the time stated in such
waiver, or the attendance of such person at such meeting, shall be deemed
equivalent to such notice.

4.  VOTING OF SECURITIES.  Except as the directors may otherwise designate, the
Chairman of the Board or Treasurer may waive notice of, and act as, or appoint
any person or persons to act as, proxy or attorney-in-fact for this corporation
(with or without power of substitution) at any meeting of stockholders or
shareholders of any


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<PAGE>   14


other corporation or organization, the securities of which may be held by this
corporation.

5.  EVIDENCE OF AUTHORITY.  A certificate by the Secretary, or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the stockholders,
directors, a committee or any officer or representative of the corporation shall
as to all persons who rely on the certificate in good faith be conclusive
evidence of such action.

6.  CERTIFICATE OF INCORPORATION.  All references in these By-Laws to the
Certificate of Incorporation shall be deemed to refer to the Amended and
Restated Certificate of Incorporation of the corporation, as amended and in
effect from time to time.

7.  TRANSACTIONS WITH INTERESTED PARTIES.  No contract or transaction between
the corporation and one or more of the directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of the 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 of Directors or a committee of the
Board of Directors which authorizes the contract or transaction or solely
because of any such director's or officer's votes are counted for such purpose,
if:

     a. The material facts as to the director's or officer's 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 the affirmative votes
     of a majority of the disinterested directors, even though the disinterested
     directors be less than a quorum;

     b. The material facts as to the director's or officer's 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

     c. 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 of the Board of Directors, or the stockholders.

     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.


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<PAGE>   15


8.  SEVERABILITY.  Any determination that any provision of these By-Laws is for
any reason inapplicable, illegal or ineffective shall not affect or invalidate
any other provision of these By-Laws.

9.  PRONOUNS.  All pronouns used in these By-Laws shall be deemed to refer to
the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.


                            ARTICLE VI. - Amendments
                            ------------------------

     These By-Laws may be altered, amended or repealed, in whole or in part, or
new By-Laws may be adopted by the Board of Directors or by the stockholders as
provided in the Certificate of Incorporation.




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