BYLAWS
                                       OF
                              SYMPOSIUM CORPORATION
                             A DELAWARE CORPORATION

                    AMENDED AND RESTATED AS OF JULY 26, 1999


                                   ARTICLE I
                              STOCKHOLDERS MEETINGS
                              ---------------------

     Section 1 PLACE OF MEETING. Meetings of the Stockholders shall be held at
the principal offices of the Corporation or at such place, within or without the
State of Delaware, as may from time to time be designated for that purpose,
either by the Board or by the written consent of all persons entitled to vote
thereat and not present at the meeting, given either before or after the meeting
and filed with the Secretary of the Corporation.

     Section 2 ANNUAL MEETINGS. Unless directors are elected by written consent
in lieu of an annual meeting as permitted by this Section 2, an annual meeting
of the Stockholders for the election of directors shall be held on such date and
at such time as may be designated, from time to time, by resolution of the
Board. Stockholders may, unless the Certificate of Incorporation otherwise
provides, act by written consent to elect directors; provided, however, that if
such consent is less than unanimous, such action by written consent may be in
lieu of holding an annual meeting only if all of the directorships to which
directors could be elected at an annual meeting held at the effective time of
such action are vacant and are filled by such action. If the annual meeting for
the election of directors is not held on the date designated therefor or action
by written consent to elect directors in lieu of an annual meeting has not been
taken, the directors shall cause the meeting to be held as soon as is
convenient. Any other proper business may be transacted at the annual meeting.

     Section 3 SPECIAL MEETINGS. Special meetings of the Stockholders for the
purpose of taking any action which the Stockholders are permitted to take under
the DGCL may be called at any time by the Chairman of the Board.

     Section 4 NOTICE OF MEETINGS. Except as otherwise provided by the DGCL
written notice of each meeting of the Stockholders, whether annual or special,
shall be given not less than ten nor more than sixty days prior to the date upon
which the meeting is to be held to each Stockholder entitled to vote at such
meeting. Such notice shall be deemed delivered when deposited in the United
States mail addressed to the Stockholder at such person's address as it appears
on the stock records of the Corporation, with postage thereon prepaid, or
otherwise actually delivered to such person. Such notice shall state the place,
date and hour of the meeting, and, in the case of a special meeting, the purpose
or purposes for which the meeting is called. If a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken and, at the adjourned meeting, such business may be transacted as might
properly have been transacted at the original meeting. If the adjournment is for
more than 30 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.


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     Section 5 QUORUM. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, at each meeting of Stockholders the presence in
person or by proxy of the holders of shares of stock having a majority of the
votes which could be cast by the holders of all outstanding shares of stock
entitled to vote at the meeting shall be necessary and sufficient to constitute
a quorum. The Stockholders present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment, notwithstanding
the withdrawal of enough Stockholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.

     Section 6 ADJOURNED MEETING. Any Stockholders' meeting, annual or special,
whether or not a quorum is present, may be adjourned by vote of a majority of
the shares present, either in person or by proxy, but in the absence of a quorum
no other business may be transacted at such meeting, except as expressly
provided in Section 5 of this Article.

     Section 7 ORGANIZATION. Meetings of Stockholders shall be presided over by
the Chairman of the Board, if any, or in his absence by the Vice Chairman of the
Board, if any, or in his absence by the Chief Executive Officer, or in his
absence by a chairman designated by the Board, or in absence of such designation
by a chairman chosen at the meeting by the Stockholders. The Secretary shall act
as secretary of the meeting, but in his absence, the chairman of the meeting may
appoint any person to act as secretary of the meeting. The chairman of the
meeting shall announce at the meeting of Stockholders the date and time of the
opening and of the polls for each matter upon which the Stockholders will vote.

     Section 8 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 such person
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. Any such proxy shall be
delivered to the secretary of such meeting, at or prior to the time designated
in the order of business for so delivering such proxies. A duly elected proxy
shall be irrevocable if it states that it is irrevocable and if, and only so
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.

     Section 9 STOCKHOLDER LIST. 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 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 10 CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required to be taken,
or that may be taken, at any annual or special meeting of the Stockholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action to be taken, shall have been signed
by


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the holders of outstanding stock eligible to vote on such action, having not
less than the minimum number of votes of each class of stock that would be
necessary to authorize or take such action at a meeting at which all shares of
each class of stock entitled to vote thereon were present and voted and shall be
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or to an officer or agent of the
Corporation having custody of the book in which proceedings of minutes of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.

      Every written consent shall bear the date of signature of each stockholder
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty days of the earliest
dated consent delivered in the manner required by this Section to the
Corporation, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or to an officer or
agent of the Corporation having custody of the book in which proceedings of
minutes of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested.

      The Secretary shall give prompt notice of the taking of any corporate
action without a meeting by less than unanimous written consent to those
Stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of holders to take the action were delivered to the
corporation as provided in this Section 10.

     Section 11 INSPECTORS OF ELECTION. In advance of any meeting of the
Stockholders, the Board shall appoint at least one person, other than nominees
for office, as inspectors of election, to act at such meeting or any adjournment
thereof. The number of such inspectors of election shall be one or three. In
case any person appointed as inspector fails to appear or refuses to act, the
vacancy shall be filled by appointment by the Board in advance of the meeting,
or at the meeting by the chairman of the meeting.

      The duties of each such inspector shall include: determining the number of
shares outstanding and voting power of each; determining the shares represented
at the meeting; determining the existence of a quorum; determining the
authenticity, validity and effect of proxies; receiving votes, ballots or
consents; hearing and determining all challenges and questions in any way
arising in connection with the right to vote; retaining for a reasonable period
the disposition of any challenges made to the inspector's determinations;
counting and tabulating all votes; determining when the polls shall close;
determining the result of any election; certifying the determination of the
number of shares represented at the meeting, and the count of all votes and
ballots; certifying any information considered in determining the validity and
counting of proxies and ballots if that information is used for the purpose of
reconciling proxies and ballots submitted by or on behalf of banks, brokers,
their nominees or similar persons which represent more votes than the
Stockholder holds of record; and performing such acts as may be proper to
conduct the election or vote with fairness to all Stockholders.

      An announcement shall be made at each meeting of the Stockholders by the
chairman of the meeting of the date and time of the opening and closing of polls
for each matter upon which the


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Stockholders will vote at the meeting. No ballot, proxies or votes, nor any
revocations thereof or changes thereto, shall be accepted by the inspectors
after the closing of the polls unless the Delaware Court of Chancery upon
application by a Stockholder shall determine otherwise.

      Unless otherwise provided in the Certificate of Incorporation or these
Bylaws, this Section 11 shall not apply to the Corporation if the Corporation
does not have a class of voting stock that is:

     (a) listed on a national securities exchange;

     (b) authorized for quotation on an interdealer quotation system of a
registered national securities association; or

     (c) held of record by more than 2,000 stockholders.

     Section 12 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 of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board 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.

      If no record date is fixed:

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

     (b) The record date for determining Stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board is necessary, shall be the day on which the first written consent
is expressed;

     (c) The record date for determining Stockholders for any other purpose
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto.

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

     Section 13 PROCEDURES FOR MEETINGS. The Board may adopt by resolution such
rules and regulations for the conduct of meetings of Stockholders as it shall
deem appropriate. Except to the extent inconsistent with such rules and
regulations as adopted by the Board, the chairman of any meeting shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of the chairman, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board or prescribed by the chairman of the meeting, may include,
without limitation, the following: (i) the establishment of an agenda or order
of business for the meeting; (ii) rules and procedures for maintaining order at
the meeting and the safety of those present; (iii) limitations on attendance at
or participation in the


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meeting to Stockholders of record, their duly authorized and constituted proxies
or such other persons as the chairman of the meeting shall determine; (iv)
restrictions on entry to meeting after the time fixed for commencement thereof;
(v) limitations on the time allotted to questions or comments by participants.
Unless and to the extent determined by the Board or the chairman of meeting,
meeting of Stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.



                                   ARTICLE II
                               BOARD OF DIRECTORS
                               ------------------

     Section 1 POWERS. The business and affairs of the Corporation shall be
managed by, or under the direction of the Board, except as may be otherwise
provided by the DGCL or in the Certificate of Incorporation or these Bylaws.

     Section 2 NUMBER. The Board shall consist of one or more members, the
number thereof to be determined from time to time by resolution of the Board.

     Section 3 PLACE OF MEETING. Unless otherwise provided in the Certificate of
Incorporation, meetings, both regular and special, of the Board shall be held at
the Corporation's principal executive offices, or at such other place or places,
as the Board, or the Chairman of the Board may from time to time determine.

     Section 4 REGULAR MEETINGS. Immediately following each annual meeting of
the Stockholders the Board shall hold a regular meeting at the same place at
which such Stockholders' meeting is held, or any other place as may be fixed
from time to by the Board or the Chairman of the Board. Notice of such meeting
need not be given.

      Other regular meetings of the Board shall be held without call at such
time as the Board may from time to time by resolution determine. If any day
fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day not a
legal holiday. Notice of a regular meeting need not be given.

     Section 5 SPECIAL MEETINGS. Except as otherwise provided in the Certificate
of Incorporation, special meetings of the Board for any purpose or purposes may
be called at any time by the Chairman of the Board, the Chief Executive Officer,
the President, the Secretary or by any two directors.

      Written notice of the time and place of special meetings shall be
delivered personally to each director or communicated to each director by
telephone or telegraph or telex or cable or mail or other form of recorded
communication, charges prepaid, addressed to each director at that director's
address as it is shown on the records of the Corporation or, if it is not so
shown on such records or is not readily ascertainable, at that director's
residence or usual place of business. In case such notice is mailed, it shall be
deposited in the United States mail at least seven days prior to the time of the
holding of the meeting. In case such notice is delivered personally or by other
form of written communication, it shall be delivered at least 48 hours before
the time of the holding of the meeting.


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The notice shall state the time of the meeting, but need not specify the place
of the meeting if the meeting is to be held at the principal executive office of
the Corporation. The notice need not state the purpose of the meeting unless
expressly provided otherwise by statute.

     Section 6 MEETINGS BY COMMUNICATION EQUIPMENT. Members of the Board, or any
committee designated by the Board, may participate in a meeting of the Board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this Section shall constitute presence in
person at such meeting.

     Section 7 QUORUM AND MANNER OF ACTING. The presence of a majority of the
total number of directors shall constitute a quorum for the transaction of
business, and the act of a majority of the directors present at a meeting duly
held shall be the act of the Board. In the absence of a quorum, a majority of
the directors present may adjourn any meeting from time to time until a quorum
is present. Notice of an adjourned meeting need not be given.

     Section 8 VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS. The
transactions of any meeting of the Board, however called and noticed or wherever
held, shall be as valid as though made or performed at a meeting duly held after
regular call and notice, if, either before or after the meeting, each of the
directors not present or who, though present, has prior to the meeting or at its
commencement protested the lack of proper notice to such director, signs a
written waiver of notice or a consent to holding such meeting or approval of the
minutes thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

     Section 9 ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board, 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 10 COMPENSATION OF DIRECTORS. Directors and members of committees
may receive such compensation, if any, for their services, and such
reimbursement for expenses incurred by them, as may be fixed or determined by
resolution of the Board.

     Section 11 COMMITTEES. The Board 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. 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 the committee, the member or members thereof
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 to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent permitted by law and to the extent
provided in the resolution of the Board, shall have and may exercise all the
powers and authority of the Board 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. The Board may remove any director from a
committee with or without cause at any time.


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                                  ARTICLE III
                                    OFFICERS
                                    --------

     Section 1 OFFICERS. The Board may elect such officers with such titles as
the Board deems advisable. Each officer shall have the powers and duties set
forth in these Bylaws and any resolution of the Board appointing such officer
(to the extent such resolution is not inconsistent with these Bylaws), and to
the extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board. The Board may designate two or more persons
as Chairman of the Board, in which case each shall be a Co-Chairman of the
Board. Each such officer shall hold office until his or her successor is elected
and qualified or until his or her earlier resignation or removal. Subject to
contractual obligations to the Company, any officer may resign at any time upon
written notice to the Corporation. The Board may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation. Any number of
offices may be held by the same person.

     Section 2 CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an
officer be elected, shall, if present, preside at all meetings of the Board and
exercise and perform such other powers and duties as may be from time to time
assigned to such person by the Board.

     Section 3 CHIEF EXECUTIVE OFFICER. Subject to such supervisory powers, if
any, as may be given by the Board to the Chairman of the Board, the Chief
Executive Officer, if such an officer be elected, shall, subject to the control
of the Board and the Chairman, have general supervision, direction and control
of the business and the officers of the Corporation. The Chief Executive Officer
shall preside at all meetings of the Stockholders and, in the absence of the
Chairman of the Board, or if there be none, at all meetings of the Board. The
Chief Executive Officer shall exercise and perform such other powers and duties
as may be from time to time assigned to such person by the Board.

     Section 4 PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the Board to the Chairman of the Board and the Chief Executive Officer,
if there be such officers, the President shall be the chief operating officer of
the Corporation and shall, subject to the control of the Board, have general
supervision, direction, and control of the business and the officers of the
Corporation (other than the Chairman and Chief Executive Officer). The President
shall preside at all meetings of the Stockholders in the absence of the Chairman
and the Chief Executive Officer, and, in the absence of the Chairman and the
Chief Executive Officer, at all meetings of the Board. The President shall have
the general powers and duties of management usually vested in the office of
president and general manager of a Corporation, and shall have such other powers
and duties as may be prescribed by the Board and the Chief Executive Officer.

     Section 5 VICE PRESIDENTS. In the absence or disability of the Chairman,
the Chief Executive Officer and the President, the Vice Presidents, if any, in
order of their rank as fixed by the Board, or, if not ranked, the Vice President
designated by the Board shall perform all the duties of such officer, and when
so acting shall have all the powers of, and be subject to all the restrictions
upon, such offices. The Vice Presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for them respectively
by the Board, the Chief Executive Officer or the President.


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     Section 6 SECRETARY. The Secretary shall keep, or cause to be kept, at the
principal executive office or such other place as the Board may direct, a book
of minutes of all meetings and actions of directors, committees of directors,
and Stockholders, with the time and place of holding, whether regular or
special, and, if special, how authorized, the notice given, the names of those
present at directors' meetings or committee meetings, the number of shares
present or represented at Stockholders' meetings, and the proceedings.

      The Secretary shall give, or cause to be given, notice of all meetings of
the Stockholders and of the Board required by the Bylaws or by law to be given,
and he shall keep the seal of the Corporation, if one be adopted, in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board.

     Section 7 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep
and maintain, or cause to be kept and maintained, adequate and correct books and
records of accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings and shares, and shall
send or cause to be sent to the Stockholders of the Corporation such financial
statements and reports as are by law or these Bylaws required to be sent to
them. The books of account shall at all reasonable times be open to inspection
by any director.

      The Chief Financial Officer shall deposit all monies and other valuables
in the name or to the credit of the Corporation with such depositories as may be
designated by the Board. The Chief Financial Officer shall disburse the funds of
the Corporation as may be ordered by the Board, shall render to the President
and directors, whenever they request it, an account of all transactions
undertaken as Chief Financial Officer and of the financial condition of the
Corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board.



                                   ARTICLE IV
                          INDEMNIFICATION OF DIRECTORS,
                      OFFICERS, EMPLOYEES AND OTHER AGENTS
                      ------------------------------------

     Section 1 AGENTS, PROCEEDINGS AND EXPENSES. For the purposes of this
Article IV, "agent" means any person who is or was a director, officer, employee
or other agent of the Corporation, or is or was a director, officer, employee or
other agent of the Corporation as a director, officer, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, or was a director, officer, employee or agent of a foreign or
domestic corporation which was a predecessor corporation of the Corporation or
of another enterprise at the request of such predecessor corporation;
"proceeding" means any threatened, pending or complete action or proceeding,
whether civil, criminal, administrative, or investigative; and "expenses"
includes, without limitation, attorneys' fees and any expenses of establishing a
right to indemnification under Section 2 or Section 3 of this Article IV.

     Section 2 ACTIONS OTHER THAN BY THE CORPORATION. The Corporation shall have
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that


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such person is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe such person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contender or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that such person's conduct was
unlawful.

     Section 3 ACTIONS BY THE CORPORATION. The Corporation shall have power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of such person's duty to the
Corporation unless and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

     Section 4 SUCCESSFUL DEFENSE BY AGENT. To the extent that a present or
former director or officer of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 2 and 3 of this Article IV, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.

     Section 5 REQUIRED APPROVAL. Any indemnification under Sections 1 and 2
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because such person has met the applicable standard of conduct set forth in
Sections 2 and 3 of this Article IV. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (a) by a majority vote of the members of the Board who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(b) by a committee of such disinterested directors designated by majority vote
of such disinterested directors, even though less than a quorum, or (c) if there
are no such disinterested directors, or if such disinterested directors so
direct, by independent legal counsel in a written opinion, or (d) by the
affirmative vote of a majority of Stockholders.


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     Section 6 ADVANCE OF EXPENSES. The Corporation may, in its discretion, pay
the expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding, in advance of the final disposition of such action, suit or
proceeding, provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by or on behalf of such director or
officer to repay all amounts advanced if it should ultimately be determined that
the director or officer is not entitled to be indemnified by the Corporation as
authorized in this Article IV or otherwise. Such expenses (including attorneys'
fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the Corporation deems
appropriate.

     Section 7 CONTRACTUAL RIGHTS. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other sections of this Article
IV shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of Stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office and shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     Section 8 LIMITATIONS. No indemnification or advance shall be made under
this Article IV, except as provided in Section 4, in any circumstances where it
appears:

(a) That it would be inconsistent with a provision of the Certificate of
Incorporation, a resolution of the Stockholders or an agreement in effect at the
time of accrual of the alleged cause of action asserted in the proceeding in
which the expenses were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.

     Section 9 INSURANCE. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Article IV.

     Section 10 CONSTITUENT CORPORATIONS. For purposes of this Article IV,
references to "the Corporation" shall include, in addition to the Corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article IV with respect


                                    Page 10
<PAGE>


to the resulting or surviving corporation as such person would have with respect
to such constituent corporation if its separate existence had continued.

     Section 11 DEFINITIONS. For purposes of this Article IV, references to
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article IV.


                                   ARTICLE V
                                  MISCELLANEOUS
                                  -------------

     Section 1 INSPECTION OF BOOKS AND RECORDS BY STOCKHOLDERS. Any Stockholder
of record, in person or by attorney or other agent, shall, upon written demand
under oath stating the purpose thereof, have the right during the usual hours
for business to inspect for any proper purpose the Corporation's stock ledger, a
list of its Stockholders, and its other books and records, and to make copies or
extracts therefrom. A proper purpose shall mean a purpose reasonably related to
such person's interest as a Stockholder. In every instance where an attorney or
other agent shall be the person who seeks the right to inspection, the demand
under oath shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf of the
Stockholder. The demand under oath shall be directed to the Corporation at its
registered office in the State of Delaware or at its principal place of
business.

     Section 2 INSPECTION OF BOOKS AND RECORDS BY DIRECTORS. Any director shall
have the right to examine the Corporation's stock ledger, a list of its
Stockholders and its other books and records for a purpose reasonably related to
such person's position as a director. Such right to examine the records and
books of the Corporation shall include the right to make copies and extract
therefrom.

     Section 3 CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts, or
other orders for payment of money, notes or other evidences of indebtedness,
issued in the name of or payable to the Corporation, shall be signed or endorsed
by such person or persons and in such manner as, from time to time, shall be
determined by resolution of the Board. In the absence of such determination, the
Chief Executive Officer, the President, the Chief Operating Officer and the
Chief Financial Officer shall have the authority to sign or endorse such
instruments and documents.

     Section 4 CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board,
except as otherwise provided in these Bylaw, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the Corporation, and such person's authority may
be general or confined to specific instances; and, unless so authorized or
ratified by the Board or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the Corporation by
any contract or agreement or to pledge its


                                    Page 11
<PAGE>


credit or to render it liable for any purpose or for any amount. In the absence
of specific resolution of the Board relating to the authority of officers to
execute contracts generally, the Chief Executive Officer, the President, the
Chief Operating Officer and the Chief Financial shall have the authority to
execute contracts of the Corporation.

Section 5 CERTIFICATES FOR SHARES. 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 Chairman or the President or a Vice-President, and by the
Chief Financial Officer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation representing the number of shares owned
by such person in the Corporation. Any or all of the signatures on the
certificate may be a 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 6 TRANSFER OF SHARES. Transfers of shares of the capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof, or by such person's attorney thereunto authorized by a power of
attorney duly executed and filed with the Secretary of the Corporation or a
transfer agent of the Corporation, if any, and on surrender of the certificate
or certificates for such shares properly endorsed. A person in whose name
appears on shares of stock and on the books of the Corporation shall be deemed
the owner thereof as regards the Corporation, and upon any transfer of shares of
stock the person or persons into whose name or names such shares shall have been
transferred, shall enjoy and bear all rights, privileges and obligations of
holders of stock of the Corporation and as against the Corporation or any other
person or persons. The term "person" or "persons" wherever used herein shall be
deemed to include any partnership, corporation, association or other entity.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, such fact, if known to the Secretary or to such transfer agent,
shall be so expressed in the entry of transfer.

Section 7 LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may issue a
new certificate of stock in the place of any certificate theretofore issued by
it, alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost, stolen or destroyed certificate, or such person's
legal representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.

Section 8 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer or any person designated by any of such officers is
authorized, in the absence of authorization by the Board, to vote on behalf of
the Corporation any and all shares of any other corporation or corporations,
foreign or domestic, for which the Corporation has the right to vote. The
authority granted to these officers to vote or represent on behalf of the
Corporation any and all shares held by the Corporation in any other corporation
or corporations may be exercised by any of these officers in person or by any
person authorized to do so by proxy duly executed by these officers.

Section 9 CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise,
the general provisions, rules of construction, and definitions in the DGCL shall
govern the construction


                                    Page 12
<PAGE>


of these Bylaws. Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular. In
addition, as used in these Bylaws, the following terms have the meanings set
forth below:

      "Board" means the Board of Directors of the Corporation.

      "Corporation" means Symposium Corporation.

      "DGCL" means the Delaware General Corporation Law, as the same may from
time to time be amended.

      "Stockholders" means the stockholders of the Corporation.

     Section 10 AMENDMENTS TO BYLAWS. Unless otherwise provided in the
Certificate of Incorporation, these Bylaws may be altered or repealed, and new
Bylaws made, by the Board, but the Stockholders may make additional Bylaws and
may alter and repeal any Bylaws whether adopted by them or otherwise.

     Section 11 CONFORMANCE TO THE LAW. In the event that it is determined that
these Bylaws, as now written or as amended, conflict with the DGCL, or any other
applicable law, as now enforced or as amended, these Bylaws shall be deemed
amended, without action of the Board or the Stockholders, to conform with such
law. Such amendment to be so interpreted as to bring these Bylaws within minimum
compliance. For purposes of this section, "amendment" shall include a repeal of,
or a change in interpretation of, the relevant compendium.

     Section 12 SEAL. The Board shall have the power to provide a corporate
seal, which shall be in the form of a circle and shall have inscribed thereon
the name of the Corporation, the year of its incorporation and the words
"Corporate Seal, Delaware." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

     Section 13 FISCAL YEAR. The fiscal year of the Corporation shall be
determined by resolution of the Board.

     Section 14 DIVIDENDS; SURPLUS. Subject to the provisions of the Certificate
of Incorporation and any restrictions imposed by statute, the Board declare
dividends out of the net assets of the Corporation in excess of its capital or,
in case there shall be no such excess, out of the net profits of the Corporation
for the fiscal year then current and/or the preceding fiscal year, or out of any
funds at the time legally available for the declaration of dividends
(hereinafter referred to as "surplus or net profits") whenever, and in such
amounts as, in its sole discretion, the conditions and affairs of the
Corporation shall render advisable. The Board in its sole discretion may, in
accordance with law, from time to time set aside from surplus or net profits
such sum or sums as it may think proper as a reserve fund to meet contingencies,
or for equalizing dividends, or for the purpose of maintaining or increasing the
property or business of the Corporation, or for any other purpose as it may
think conducive to the best interests of the Corporation.

     Section 15 WAIVER OF NOTICE. Whenever notice is required to be given under
these Bylaws or the Certificate of Incorporation or the DGCL, a written waiver,
signed by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting,


                                    Page 13
<PAGE>


except where the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
Stockholders, Board or any committee of the Board need be specified in any
written waiver of notice unless so required by the Certificate of Incorporation
or these Bylaws.


                                    Page 14


<PAGE>


<TABLE>
                                     BYLAWS
                                       OF
                              SYMPOSIUM CORPORATION
                             A DELAWARE CORPORATION
<CAPTION>
                                                                            PAGE


<S>                                                                         <C>
ARTICLE I STOCKHOLDERS MEETINGS..............................................1

   SECTION 1   PLACE OF MEETING..............................................1

   SECTION 2   ANNUAL MEETINGS...............................................1

   SECTION 3   SPECIAL MEETINGS..............................................1

   SECTION 4   NOTICE OF MEETINGS............................................1

   SECTION 5   QUORUM........................................................2

   SECTION 6   ADJOURNED MEETING.............................................2

   SECTION 7   ORGANIZATION..................................................2

   SECTION 8   PROXIES.......................................................2

   SECTION 9   STOCKHOLDER LIST..............................................2

   SECTION 10  CONSENT OF STOCKHOLDERS IN LIEU OF MEETING....................2

   SECTION 11  INSPECTORS OF ELECTION........................................3

   SECTION 12  RECORD DATE...................................................4

   SECTION 13  PROCEDURES FOR MEETINGS.......................................4


ARTICLE II BOARD OF DIRECTORS................................................5

   SECTION 1   POWERS........................................................5

   SECTION 2   NUMBER........................................................5

   SECTION 3   PLACE OF MEETING..............................................5

   SECTION 4   REGULAR MEETINGS..............................................5

   SECTION 5   SPECIAL MEETINGS..............................................5

   SECTION 6   MEETINGS BY COMMUNICATION EQUIPMENT...........................6

   SECTION 7   QUORUM AND MANNER OF ACTING...................................6

   SECTION 8   VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS..........6

   SECTION 9   ACTION WITHOUT MEETING........................................6

   SECTION 10  COMPENSATION OF DIRECTORS.....................................6

   SECTION 11  COMMITTEES....................................................6


ARTICLE III OFFICERS.........................................................7

   SECTION 1   OFFICERS......................................................7


                                     Page i
<PAGE>


   SECTION 2   CHAIRMAN OF THE BOARD.........................................7

   SECTION 3   CHIEF EXECUTIVE OFFICER.......................................7

   SECTION 4   PRESIDENT.....................................................7

   SECTION 5   VICE PRESIDENTS...............................................7

   SECTION 6   SECRETARY.....................................................8

   SECTION 7   CHIEF FINANCIAL OFFICER.......................................8


ARTICLE IV INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS ..................................................8

   SECTION 1   AGENTS, PROCEEDINGS AND EXPENSES..............................8

   SECTION 2   ACTIONS OTHER THAN BY THE CORPORATION.........................8

   SECTION 3   ACTIONS BY THE CORPORATION....................................9

   SECTION 4   SUCCESSFUL DEFENSE BY AGENT...................................9

   SECTION 5   REQUIRED APPROVAL.............................................9

   SECTION 6   ADVANCE OF EXPENSES...........................................10

   SECTION 7   CONTRACTUAL RIGHTS............................................10

   SECTION 8   LIMITATIONS...................................................10

   SECTION 9   INSURANCE.....................................................10

   SECTION 10  CONSTITUENT CORPORATIONS......................................10

   SECTION 11  DEFINITIONS...................................................11


ARTICLE V MISCELLANEOUS......................................................11

   SECTION 1   INSPECTION OF BOOKS AND RECORDS BY STOCKHOLDERS...............11

   SECTION 2   INSPECTION OF BOOKS AND RECORDS BY DIRECTORS..................11

   SECTION 3   CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS.....................11

   SECTION 4   CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.............11

   SECTION 5   CERTIFICATES FOR SHARES.......................................12

   SECTION 6   TRANSFER OF SHARES............................................12

   SECTION 7   LOST, STOLEN OR DESTROYED CERTIFICATES........................12

   SECTION 8   REPRESENTATION OF SHARES OF OTHER CORPORATIONS................12

   SECTION 9   CONSTRUCTION AND DEFINITIONS..................................12

   SECTION 10  AMENDMENTS TO BYLAWS..........................................13

   SECTION 11  CONFORMANCE TO THE LAW........................................13

   SECTION 12  SEAL..........................................................13

   SECTION 13  FISCAL YEAR...................................................13


                                    Page ii
<PAGE>


   SECTION 14  DIVIDENDS; SURPLUS............................................13

   SECTION 15  WAIVER OF NOTICE..............................................13
</TABLE>


                                    Page iii
<PAGE>