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                                                                     EXHIBIT 3.2




                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              i2 TECHNOLOGIES, INC.

                            (a Delaware corporation)





                     (AS AMENDED THROUGH SEPTEMBER 13, 2000)


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I CORPORATE OFFICES...................................................1

         1.1     REGISTERED OFFICE............................................1
         1.2     OTHER OFFICES................................................1

ARTICLE II MEETINGS OF STOCKHOLDERS...........................................1

         2.1     PLACE OF MEETINGS............................................1
         2.2     ANNUAL MEETING...............................................1
         2.3     SPECIAL MEETINGS.............................................1
         2.4     NOTICE OF STOCKHOLDERS' MEETINGS.............................2
         2.5     ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER
                   BUSINESS...................................................2
         2.6     MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.................4
         2.7     QUORUM ......................................................4
         2.8     ADJOURNED MEETING; NOTICE....................................4
         2.9     VOTING ......................................................4
         2.10    WAIVER OF NOTICE.............................................5
         2.11    STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING......5
         2.12    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING
                   CONSENTS...................................................5
         2.13    PROXIES .....................................................6
         2.14    LIST OF STOCKHOLDERS ENTITLED TO VOTE........................6
         2.15    CONDUCT OF BUSINESS..........................................6

ARTICLE III DIRECTORS.........................................................7

         3.1     POWERS ......................................................7
         3.2     NUMBER OF DIRECTORS..........................................7
         3.3     ELECTION QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.......7
         3.4     RESIGNATION AND VACANCIES....................................8
         3.5     PLACE OF MEETINGS; MEETINGS BY TELEPHONE.....................8
         3.6     FIRST MEETINGS...............................................9
         3.7     REGULAR MEETINGS.............................................9
         3.8     SPECIAL MEETINGS; NOTICE.....................................9
         3.9     QUORUM ......................................................9
         3.10    WAIVER OF NOTICE.............................................9
         3.11    ADJOURNED MEETING; NOTICE...................................10
         3.12    CONDUCT OF BUSINESS.........................................10
</TABLE>


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<TABLE>
<S>                                                                          <C>
         3.13    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING...........10
         3.14    FEES AND COMPENSATION OF DIRECTORS..........................10
         3.15    APPROVAL OF LOANS TO OFFICERS...............................10
         3.16    REMOVAL OF DIRECTORS........................................11

ARTICLE IV COMMITTEES........................................................11

         4.1     COMMITTEES OF DIRECTORS.....................................11
         4.2     COMMITTEE MINUTES...........................................12
         4.3     MEETINGS AND ACTION OF COMMITTEES...........................12

ARTICLE V OFFICERS ..........................................................12

         5.1     NUMBER OF OFFICERS..........................................12
         5.2     ELECTION OF OFFICERS........................................13
         5.3     REMOVAL AND RESIGNATION OF OFFICERS.........................13
         5.4     CHAIRMAN OF THE BOARD.......................................13
         5.5     VICE CHAIRMAN OF THE BOARD..................................13
         5.6     CHIEF EXECUTIVE OFFICER.....................................13
         5.7     PRESIDENTS AND VICE PRESIDENTS..............................14
         5.8     SECRETARY...................................................14
         5.9     CHIEF FINANCIAL OFFICER.....................................14
         5.10    ASSISTANT SECRETARY.........................................15
         5.11    CONTROLLER AND ASSISTANT FINANCIAL OFFICER..................15
         5.12    AUTHORITY AND DUTIES OF OFFICERS............................16

ARTICLE VI INDEMNITY.........................................................16

         6.1     INDEMNIFICATION OF DIRECTORS AND OFFICERS...................16
         6.2     INDEMNIFICATION OF OTHERS...................................16
         6.3     INSURANCE...................................................17

ARTICLE VII RECORDS AND REPORTS..............................................17

         7.1     MAINTENANCE AND INSPECTION OF RECORDS.......................17
         7.2     INSPECTION BY DIRECTORS.....................................17
         7.3     REPRESENTATION OF SHARES OF OTHER CORPORATIONS..............18

ARTICLE VIII GENERAL MATTERS.................................................18

         8.1     STOCK CERTIFICATES; PARTLY PAID SHARES......................18
         8.2     LOST CERTIFICATES...........................................18
         8.3     CONSTRUCTION; DEFINITIONS...................................19
         8.4     DIVIDENDS...................................................19
         8.5     FISCAL YEAR.................................................19
         8.6     SEAL........................................................19
</TABLE>


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<TABLE>
<S>                                                                          <C>
         8.7     TRANSFER OF STOCK...........................................19
         8.8     STOCK TRANSFER AGREEMENTS...................................20
         8.9     REGISTERED STOCKHOLDERS.....................................20

ARTICLE IX AMENDMENTS........................................................20


ARTICLE X DISSOLUTION........................................................20


ARTICLE XI CUSTODIAN.........................................................21

         11.1    APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES.................21
         11.2    DUTIES OF CUSTODIAN.........................................21
</TABLE>


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                                   ARTICLE I

                                CORPORATE OFFICES

1.1      REGISTERED OFFICE

         The registered office of the corporation in the State of Delaware shall
be in the City of Wilmington, County of New Castle, State of Delaware. The name
of the registered agent of the corporation at such location is Corporation Trust
Company.

1.2      OTHER OFFICES

         The board of directors may at any time establish other offices at any
place or places where the corporation is qualified to do business.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

2.1      PLACE OF MEETINGS

         Meetings of stockholders shall be held at the principal executive
offices of the corporation, or at any other place, within or outside the State
of Delaware, designated by the board of directors. In the absence of any such
designation, stockholders' meetings shall be held at the principal executive
offices of the corporation.

2.2      ANNUAL MEETING

         An annual meeting of stockholders shall be held for the election of
directors at such date, time and place, either within or without the State of
Delaware, as may be designated by resolution of the board of directors from time
to time. Any other proper business may be transacted at the annual meeting.

2.3      SPECIAL MEETINGS

         A special meeting of the stockholders may be called at any time by the
board of directors, or by the chairman of the board, by the president or by the
chief executive officer, or by one or more stockholders holding shares in the
aggregate entitled to cast not less than ten percent of the votes at that
meeting (the "10% Stockholders"); provided that, notwithstanding the above and
any provision contained in these Bylaws to the contrary, effective upon the
closing of a public offering of the corporation's Capital Stock pursuant to an
effective registration statement filed



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under the Securities Act of 1933, as amended (a "Public Offering"), the 10%
Stockholders shall no longer be entitled to call such meeting.

         If a special meeting is called by any person or persons other than the
board of directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the chairman of the board, the president, chief
executive officer, or the secretary of the corporation. No business may be
transacted at such special meeting otherwise than specified in such notice. The
officer receiving the request shall cause notice to be promptly given to the
stockholders entitled to vote, in accordance with the provisions of Sections 2.4
and 2.5, that a meeting will be held at the time requested by the person or
persons who called the meeting, not less than thirty-five (35) nor more than
sixty (60) days after the receipt of the request. If the notice is not given
within twenty (20) days after the receipt of the request, the person or persons
requesting the meeting may give the notice. Nothing contained in this paragraph
of this Section 2.3 shall be construed as limiting, fixing, or affecting the
time when a meeting of stockholders called by action of the board of directors
may be held.

2.4      NOTICE OF STOCKHOLDERS' MEETINGS

         All notices of meetings with stockholders shall be in writing and shall
be sent or otherwise given in accordance with Section 2.6 of these bylaws not
less than ten (10) nor more than sixty (60) days before the date of the meeting
to each stockholder entitled to vote at such meeting. The notice shall specify
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.

2.5      ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

         To be properly brought before an annual meeting or special meeting,
nominations for the election of director or other business must be (a) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the board of directors, (b) otherwise properly brought before the
meeting by or at the direction of the board of directors, or (c) otherwise
properly brought before the meeting by a stockholder. For such nominations or
other business to be considered properly brought before the meeting by a
stockholder, such stockholder must have given timely notice and in proper form
of his intent to bring such business before such meeting. To be timely, such
stockholder's notice must be delivered to or mailed and received by the
secretary of the corporation not later than the close of business on the one
hundred twentieth (120th) day nor earlier than the close of business on the one
hundred fiftieth (150th) day prior to the first anniversary of the date of the
proxy statement delivered to stockholders in connection with the preceding
year's annual meeting; provided, however, that if either (i) the date of the
annual meeting is advanced more than thirty (30) days or delayed (other than as
a result of adjournment) more than sixty (60) days from such an anniversary date
or (ii) no proxy statement was delivered to stockholders in connection with the
preceding year's annual meeting, notice by the stockholder to be timely must be
so delivered not earlier than the close of business on the ninetieth (90th) day
prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual meeting or the close of
business on the tenth (10th) day following the day on which public announcement
of the date of such meeting is first


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made by the corporation. To be in proper form, a stockholder's notice to the
secretary shall set forth:

                  (i) the name and address of the stockholder who intends to
                  make the nominations or propose the business and, as the case
                  may be, the name and address of the person or persons to be
                  nominated or the nature of the business to be proposed;

                  (ii) a representation that the stockholder is a holder of
                  record of stock of the corporation entitled to vote at such
                  meeting and, if applicable, intends to appear in person or by
                  proxy at the meeting to nominate the person or persons
                  specified in the notice or introduce the business specified in
                  the notice;

                  (iii) if applicable, a description of all arrangements or
                  understandings between the stockholder and each nominee and
                  any other person or persons (naming such person or persons)
                  pursuant to which the nomination or nominations are to be made
                  by the stockholder;

                  (iv) such other information regarding each nominee or each
                  matter of business to be proposed by such stockholder as would
                  be required to be included in a proxy statement filed pursuant
                  to the proxy rules of the Securities and Exchange Commission
                  had the nominee been nominated, or intended to be nominated,
                  or the matter been proposed, or intended to be proposed by the
                  board of directors; and

                  (v) if applicable, the consent of each nominee to serve as
                  director of the corporation if so elected.

         The chairman of the meeting shall determine whether a nomination or any
business proposed to be transacted by the stockholders has been properly brought
before the meeting and, if any proposed nomination or business has not been
properly brought before the meeting, the chairman shall declare that such
proposed business or nomination shall not be presented for stockholder action at
the meeting. For purposes of this Section 2.5, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Sections 13,
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Notwithstanding any provision in this Section 2.5 to the contrary,
requests for inclusion of proposals in the corporation's proxy statement made
pursuant to Rule 14a-8 under the Exchange Act shall be deemed to have been
delivered in a timely manner if delivered in accordance with such Rule.
Notwithstanding compliance with the requirements of this Section 2.5, the
chairman presiding at any meeting of the stockholders may, in his sole
discretion, refuse to allow a stockholder or stockholder representative to
present any proposal which the corporation would not be required to include in a
proxy statement under any rule promulgated by the Securities and Exchange
Commission.


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2.6      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

         Written notice of any meeting of stockholders, if mailed, is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation. An
affidavit of the secretary or an assistant secretary or of the transfer agent of
the corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.

2.7      QUORUM

         The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum is not present or represented at any
meeting of the stockholders, then either (i) the chairman of the meeting or (ii)
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.

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

2.8      ADJOURNED MEETING; NOTICE

         When a meeting is adjourned to another time or place, unless these
bylaws otherwise require, 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. At the adjourned meeting the corporation may transact any business
that might have been transacted at the original meeting. If the adjournment is
for more than thirty (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 vote at the meeting.

2.9      VOTING

         The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.12 and Section 2.14
of these bylaws, subject to the provisions of Sections 217 and 218 of the
General Corporation Law of Delaware (relating to voting rights of fiduciaries,
pledgors and joint owners of stock and to voting trusts and other voting
agreements).

         Except as may otherwise be provided in the certificate of incorporation
or the last paragraph of this Section 2.9, each stockholder shall be entitled to
one vote for each share of capital stock held by such stockholder.


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         At a stockholders' meeting at which directors are to be elected, or at
elections held under special circumstances, a stockholder shall be entitled to
cumulate votes (i.e., cast for any candidate a number of votes greater than the
number of votes which such stockholder normally is entitled to cast). Each
holder of stock of any class or series who elects to cumulate votes shall be
entitled to as many votes as equals the number of votes which (absent this
provision as to cumulative voting) he would be entitled to cast for the election
of directors with respect to his shares of stock multiplied by the number of
directors to be elected by him, and he may cast all of such votes for a single
director or may distribute them among the number to be voted for, or for any two
or more of them, as he may see fit, so long as the name of the candidate for
director shall have been placed in nomination prior to the voting and the
stockholder, or any other holder of the same class or series of stock, has given
notice at the meeting prior to the voting of the intention to cumulate votes;
provided that, except as may otherwise be provided in the certificate of
incorporation, effective upon a Public Offering the cumulative voting rights set
forth in this Section 2.9 shall terminate.

2.10     WAIVER OF NOTICE

         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, 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, except when 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 need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these bylaws.

2.11     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Effective upon a Public Offering, the stockholders of the corporation
may not take action by written consent without a meeting but must take any such
actions at a duly called annual or special meeting.

2.12     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

         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 entitled to express consent or dissent to corporate action in writing
without a meeting (it otherwise permitted by these bylaws and the corporation's
certificate of incorporation), or entitled to receive payment of any dividend or
other distribution or allotment of any rights or entitled to exercise any rights
in respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall be not more than sixty (60) nor less than ten (10) days before
the date of such meeting, nor more than sixty (60) days prior to any other
action.


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         If the board of directors does not so fix a record date, the fixing of
such record date shall be governed by the provisions of Section 213 of the
General Corporation Law of Delaware.

         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.

2.13     PROXIES

         Each stockholder entitled to vote at a meeting of stockholders or
entitled to express consent or dissent to corporate action in writing without a
meeting (if otherwise permitted by these bylaws and the corporation's
certificate of incorporation) may authorize another person or persons to act for
him by a written proxy, signed by the stockholder and filed with the secretary
of the corporation, but no such proxy shall be voted or acted upon after three
(3) years from its date, unless the proxy provides for a longer period. A proxy
shall be deemed signed if the stockholder's name is placed on the proxy (whether
by manual signature, typewriting, telegraphic transmission or otherwise) by the
stockholder or the stockholder's attorney-in-fact. The revocability of a proxy
that states on its face that it is irrevocable shall be governed by the
provisions of Section 212(c) of the General Corporation Law of Delaware.

2.14     LIST OF STOCKHOLDERS ENTITLED TO VOTE

         The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (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 ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The 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. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
corporation, or to vote in person or by proxy at any meeting of stockholders and
of the number of shares held by each such stockholder.

2.15     CONDUCT OF BUSINESS

         Meetings of stockholders shall be presided over by the chairman of the
board, if any, or in his absence by the president, or in his absence by a vice
president, or in the absence of the foregoing persons by a chairman designated
by the board of directors, or in the absence of such designation by a chairman
chosen at the meeting. 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 any meeting of stockholders shall
determine the order of business and the procedures at the meeting, including
such matters as the regulation of the manner of voting and conduct of business.


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                                  ARTICLE III

                                   DIRECTORS

3.1      POWERS

         Subject to the provisions of the General Corporation Law of Delaware
and any limitations in the certificate of incorporation or these bylaws relating
to action required to be approved by the stockholders or by the outstanding
shares, the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the board of
directors.

3.2      NUMBER OF DIRECTORS

         The number of directors is fixed at six (6). No reduction of the
authorized number of directors shall have the effect of removing any director
before that director's term of office expires.

3.3      ELECTION QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

         Except as provided in Section 3.4 of these bylaws, at each annual
meeting of stockholders, directors of the corporation shall be elected to hold
office until the expiration of the term for which they are elected, and until
their successors have been duly elected and qualified; except that if any such
election shall not be so held, such election shall take place at a stockholders'
meeting called and held in accordance with the Delaware General Corporation Law.
At the annual meeting of stockholders following a Public Offering, the directors
of the corporation shall be divided into three classes as nearly equal in size
as is practicable, hereby designated Class I, Class II and Class III. The term
of office of the initial Class I directors shall expire at the next succeeding
annual meeting of stockholders, the term of office of the initial Class II
directors shall expire at the second succeeding annual meeting of stockholders
and the term of office of the initial Class III directors shall expire at the
third succeeding annual meeting of stockholders. For the purposes hereof, the
initial Class I, Class II and Class III directors shall be those directors so
designated and elected at the first annual meeting of stockholders following a
Public Offering. At each annual meeting after the annual meeting of stockholders
scheduled to be held thereafter, directors to replace those of a Class office
whose terms, expire at such annual meeting shall be elected to hold office until
the third succeeding annual meeting and until their respective successors shall
have been duly elected and qualified. If the number of directors is hereafter
changed, any newly created directorships or decrease in directorships shall be
so apportioned among the classes as to make all classes as nearly equal in
number as is practicable.

         Directors need not be stockholders unless so required by the
certificate of incorporation or these bylaws, wherein other qualifications for
directors may be prescribed. Election of directors need not be by written
ballot.


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3.4      RESIGNATION AND VACANCIES

         Any director may resign at any time upon written notice to the
corporation. Stockholders may remove directors with or without cause. Any
vacancy occurring in the board of directors with or without cause may be filled
by a majority of the remaining members of the board of directors, although such
majority is less than a quorum, or by a plurality of the votes cast at a meeting
of stockholders, and each director so elected shall hold office until the
expiration of the term of office of the director whom he has replaced.

         Unless otherwise provided in the certificate of incorporation or these
bylaws:

                  (i) Vacancies and newly created directorships resulting from
                  any increase in the authorized number of directors elected by
                  all of the stockholders having the right to vote as a single
                  class may be filled by a majority of the directors then in
                  office, although less than a quorum, or by a sole remaining
                  director.

                  (ii) Whenever the holders of any class or classes of stock or
                  series thereof are entitled to elect one or more directors by
                  the provisions of the certificate of incorporation, vacancies
                  and newly created directorships of such class or classes or
                  series may be filled by a majority of the directors elected by
                  such class or classes or series thereof then in office, or by
                  a sole remaining director so elected.

         If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder may apply to the Court of Chancery for a decree summarily
ordering an election as provided in Section 211 of the General Corporation Law
of Delaware.

         If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten (10) percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office as aforesaid,
which election shall be governed by the provisions of Section 211 of the General
Corporation Law of Delaware as far as applicable.

3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE

         The board of directors of the corporation may hold meetings, both
regular and special, either within or outside the State of Delaware.

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


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3.6      FIRST MEETINGS

         The first meeting of each newly elected board of directors shall be
held at such time and place as shall be fixed by the vote of the stockholders at
the annual meeting and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present. In the event of the failure of the stockholders to fix the
time or place of such first meeting of the newly elected board of directors, or
in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.

3.7      REGULAR MEETINGS

         Regular meetings of the board of directors may be held without notice
at such time and at such place, within or without the State of Delaware, as
shall from time to time be determined by the board.

3.8      SPECIAL MEETINGS; NOTICE

         Special meetings of the board of directors may be held at such time and
at such place, within or without the State of Delaware, whenever called by the
chairman of the board, the president, the secretary or any two directors.

         Notice of the time and place of special meetings shall be delivered
personally or by telephone or facsimile to each director or sent by first-class
mail or telegram, charges prepaid, addressed to each director at that director's
address as it is shown on the records of the corporation. If the notice is
mailed, it shall be deposited in the United States mail at least four (4) days
before the time of the holding of the meeting. If the notice is delivered
personally or by telephone, facsimile or by telegram, it shall be delivered
personally or by telephone, facsimile or to the telegraph company at least
forty-eight (48) hours before the time of the holding of the meeting. Any oral
notice given personally or by telephone may be communicated either to the
director or to a person at the office of the director who the person giving the
notice has reason to believe will promptly communicate it to the director. The
notice need not specify the place of the meeting, if the meeting is to be held
at the principal executive office of the corporation.

3.9      QUORUM

         At all meetings of the board of directors, a majority of the number of
authorized directors shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the certificate of
incorporation.

3.10     WAIVER OF NOTICE

         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be


                                        9
<PAGE>   14

deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when 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 directors, or members of a committee of
directors, need be specified in any written waiver of notice unless so required
by the certificate of incorporation or these bylaws.

3.11     ADJOURNED MEETING; NOTICE

         If a quorum is not present at any meeting of the board of directors,
then the directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is
present.

3.12     CONDUCT OF BUSINESS

         Meetings of the board of directors shall be presided over by the
chairman of the board, if any, or in his absence by the president, or in their
absence by a chairman chosen at the meeting. 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 any
meeting shall determine the order of business and the procedures at the meeting.

3.13     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted to be taken at any meeting of the
board of directors, or of any committee thereof, may be taken without a meeting
if all members of the board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the board or committee.

3.14     FEES AND COMPENSATION OF DIRECTORS

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, the board of directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

3.15     APPROVAL OF LOANS TO OFFICERS

         The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be


                                       10
<PAGE>   15
unsecured, or secured in such manner as the board of directors shall approve,
including, without limitation, a pledge of shares of stock of the corporation.
Nothing in this section shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the corporation at common law or under any statute.

3.16     REMOVAL OF DIRECTORS

         Unless otherwise restricted by statute, by the certificate of
incorporation or by these bylaws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors; provided, however,
that, so long as stockholders of the corporation are entitled to cumulative
voting, if less than the entire board is to be removed, no director may be
removed without cause if the votes cast against his or her removal would be
sufficient to elect him or her if then cumulatively voted at an election of the
entire board of directors. If at any time a class or series of shares is
entitled to elect one or more directors, the provisions of this Article 3.16
shall apply to the vote of that class or series and not to the vote of the
outstanding shares as a whole.

         No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's term
of office.

                                   ARTICLE IV

                                   COMMITTEES

4.1      COMMITTEES OF DIRECTORS

         The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, with 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 thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at 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 or in the bylaws of the corporation, 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 that may require it; but no
such committee shall have the power or authority to (i) amend the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the board of directors as provided in Section 151(a) of the General
Corporation Law of Delaware, fix any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the corporation or the conversion into, or the exchange of such shares for,
shares or any other class or classes or any other series of the same or any
other class or classes of stock of the corporation), (ii) adopt an agreement of
merger or


                                       11
<PAGE>   16
consolidation under Section 251 or 252 of the General Corporation Law of
Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets (iv) recommend to
the stockholders a dissolution of the corporation or a revocation of a
dissolution, or (v) amend the bylaws of the corporation; and, unless the board
resolution establishing the committee, the bylaws or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware.

4.2      COMMITTEE MINUTES

         Each committee shall keep regular minutes of its meetings and report
the same to the board of directors when required.

4.3      MEETINGS AND ACTION OF COMMITTEES

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these bylaws, Section
3.5 (place of meetings and meetings by telephone), Section 3.7 (regular
meetings), Section 3.8 (special meetings and notice), Section 3.9 (quorum),
Section 3.10 (waiver of notice), Section 3.11 (adjournment and notice of
adjournment), Section 3.12 (conduct of business) and Section 3.13 (action
without a meeting), with such changes in the context of those bylaws as are
necessary to substitute the committee and its members for the board of directors
and its members; provided, however, that the time of regular meetings of
committees may also be called by resolution of the board of directors and that
notice of special meetings of committees shall also be given to all alternate
members, who shall have the right to attend all meetings of the committee. The
board of directors may adopt rules for the government of any committee not
inconsistent with the provisions of these bylaws.

                                   ARTICLE V

                                    OFFICERS

5.1      NUMBER OF OFFICERS

         The officers of the corporation shall be a chief executive officer, a
secretary and a chief financial officer. The corporation may also have, at the
discretion of the board of directors, a chairman of the board, a vice chairman
of the board, one or more presidents of designated function, one or more vice
presidents, assistant vice presidents, assistant secretaries, controllers,
assistant financial officers, and any such other officers as may be appointed in
accordance with the provisions of Section 5.2 of these bylaws. Any number of
offices may be held by the same person.


                                       12
<PAGE>   17

5.2      ELECTION OF OFFICERS

         Except as otherwise provided in this Section 5.2, the officers of the
corporation shall be chosen by the board of directors, subject to the rights, if
any, of an officer under any contract of employment. The board of directors may
appoint, or empower the chief executive officer to appoint (whether or not such
officer is described in this Article V), such officers and agents of the
business as the corporation may require, each of whom shall hold office for such
period, have such authority, and perform such duties as are provided in these
bylaws or as the board of directors may from time to time determine. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors or may be filled by the chief executive officer (if the chief
executive officer appointed such officer).

5.3      REMOVAL AND RESIGNATION OF OFFICERS

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the board of directors at any regular or
special meeting of the board or, except in the case of an officer chosen by the
board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors or, in the case of an officer appointed by
the chief executive officer, by the chief executive officer.

         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

5.4      CHAIRMAN OF THE BOARD

         The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
board of directors or as may be prescribed by these bylaws. If there is no chief
executive officer, then the chairman of the board shall also be the chief
executive officer of the corporation and shall have the powers and duties
prescribed in Section 5.5 of these bylaws.

5.5      VICE CHAIRMAN OF THE BOARD

         In the absence or disability of the chairman of the board, the vice
chairman of the board, if such an officer be elected, shall perform all the
duties of the chairman of the board. The vice chairman of the board shall have
such other powers and perform such other duties as from time to time may be
prescribed by the board of directors, these bylaws or the chairman of the board.

5.6      CHIEF EXECUTIVE OFFICER

         Subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board, if there be such an officer,
the chief executive officer, unless otherwise determined by the board of
directors, shall be the senior executive officer of the


                                       13
<PAGE>   18
corporation and shall, subject to the control of the board of directors, have
general supervision, direction, and control of the business, officers and
affairs of the corporation. He shall preside at all meetings of the stockholders
and, in the absence or nonexistence of a chairman of the board and a vice
chairman of the board, at all meetings of the board of directors. He shall have
the general powers and duties of management usually vested in the office of a
chief executive officer or president of a corporation and shall have such other
powers and duties as may be prescribed by the board of directors or these
bylaws.

5.7      PRESIDENTS AND VICE PRESIDENTS

         The board of directors may, in its discretion, designate one or more
presidents and one or more vice presidents, and furthermore, may identify in
such designation the function of such officers. The presidents and vice
presidents, if designated, shall have such powers and perform such duties as
from time to time may be prescribed for them, respectively, by the board of
directors, these bylaws, the chief executive officer or the chairman of the
board.

5.8      SECRETARY

         The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and 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 thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names of
all stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.

         The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the board of directors required to be given by law or
by these bylaws. He shall keep the seal of the corporation, if one to be
adopted, in a safe custody and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or these bylaws.

5.9      CHIEF FINANCIAL OFFICER

         The chief financial officer shall have the power, which may be
redelegated in writing, on behalf of the corporation, to borrow funds and to
otherwise incur liabilities, to sell or discount bills, receivables and other
instruments and rights, to enter into and deliver repurchase, credit, guarantee,
surety, loan, interest rate, currency and other agreements, which may contain
covenants restricting the corporation's ability to take certain actions or
require it to take certain actions, to sign and deliver acceptances, notes and
other obligations, to buy and sell foreign exchange, whether for current or
future delivery, or options on foreign exchange, to purchase, sell, exchange or
otherwise deal in stock or other securities, to procure letters of credit,
travelers'


                                       14
<PAGE>   19
checks or similar instruments, to open and close accounts with any banking
institution or other depository of funds, to sign, manually, by facsimile
signature or otherwise, checks, drafts or other orders for the payment of funds
(which each such institution is hereby authorized and directed to honor), to
issue written, telephonic, electronic or oral instructions for the transfer of
funds by wire or other electronic means or otherwise, to enter into agreements
or documents with any banking or financial institution with respect to any
services, including, without limitation, electronic services, and to do all
things in connection with any of these as any of them sees fit. The chief
financial officer shall also have the power, which may be redelegated in
writing, on behalf of the corporation, to guarantee, or to act as surety with
respect to, any of the obligations of any entity of which any of the outstanding
stock or securities is owned, directly or indirectly by the corporation. In
addition, the chief financial officer shall have the authority to vote all
shares or securities in any entity directly or indirectly owned by the
corporation and to redelegate that authority in writing to others.

         The chief financial officer shall have the custody of all of the funds
and securities of the corporation. He shall be empowered to endorse on behalf of
the corporation all checks, notes or other obligations and evidences of the
payment of money, payable to the corporation or coming into his possession, and
shall deposit the funds arising therefrom, together with all other funds of the
corporation, coming into his possession, in such banks as may be selected as the
depositories of the corporation, or properly care for them in such other manner
as the board of directors may direct. All checks and other instruments drawn on
or payable out of the funds of the corporation and all bills, notes or other
evidence of indebtedness shall be signed by such officers and employees as the
board of directors may designate. Whenever required by the board of directors so
to do, he shall exhibit a complete and true statement of property in his
possession, custody or control. He shall provide for the entry regularly, in
records belonging to the corporation, a full and accurate account of all money
received and paid on account of the corporation, together with all other
business transactions. He shall, at all reasonable times within the hours of
business, exhibit his records and accounts to any director. He shall perform all
duties which are incident to the office of treasurer of a corporation, subject,
however, at all times to the direction and control of the board of directors. If
the board of directors shall so require, he shall give bond, in such sum and
with such securities as the board of directors may direct, for the faithful
performance of his duties and for the safe custody of the funds and property of
the corporation coming into his possession.

5.10     ASSISTANT SECRETARY

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

5.11     CONTROLLER AND ASSISTANT FINANCIAL OFFICER

         The controller or other assistant financial officer, or, if there is
more than one, the controllers and assistant financial officers, in the order
determined by the stockholders or the


                                       15
<PAGE>   20
board of directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the chief financial officer or in the
event of his or her inability or refusal to act, perform the duties and exercise
the powers of the chief financial officer and shall perform such other duties
and have such other powers as the board of directors, the stockholders, the
chief executive officer or the chief financial officer may from time to time
prescribe.

5.12     AUTHORITY AND DUTIES OF OFFICERS

         In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the board of directors or the stockholders.

                                   ARTICLE VI

                                    INDEMNITY

6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The corporation shall, to the maximum extent and in the manner
permitted by the General Corporation Law of Delaware, indemnify each of its
directors and officers against expenses (including attorneys' fees), judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with any proceedings, arising by reason of the fact that such person
is or was an agent of the corporation. For purposes of this Section 6.1, a
"director" or "officer" of the corporation includes any person (i) who is or was
a director or officer of the corporation, (ii) who is or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, including, without
limitation, any direct or indirect subsidiary of the corporation, or (iii) who
was a director or officer of a corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such predecessor
corporation.

6.2      INDEMNIFICATION OF OTHERS

         The corporation shall have the power, to the extent and in the manner
permitted by the General Corporation law of Delaware, to indemnify each of its
employees and agents (other than directors and officers) against expenses
(including attorneys' fees), judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceedings, arising by
reason of the fact that such person is or was an agent of the corporation. For
purposes of this Section 6.2, an "employee" or "agent" of the corporation (other
than a director or officer) includes any person (i) who is or was an employee or
agent of the corporation, (ii) who is or was serving at the request of the
corporation as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including, without limitation, any direct or
indirect subsidiary of the corporation, or (iii) who was an employee or agent of
a corporation which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation.


                                       16
<PAGE>   21

6.3      INSURANCE

         The corporation may 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 him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of the General Corporation Law of Delaware.

                                  ARTICLE VII

                              RECORDS AND REPORTS

7.1      MAINTENANCE AND INSPECTION OF RECORDS

         The corporation shall, either at its principal executive office or at
such place or places as designated by the board of directors, keep a record of
its stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, and other records.

         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 is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that 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 Delaware or at its principal place of
business.

7.2      INSPECTION 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 his position as a director. The Court of Chancery
is hereby vested with the exclusive jurisdiction to determine whether a director
is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or aware such other and further relief as the Court
may deem just and proper.


                                       17
<PAGE>   22

7.3      REPRESENTATION OF SHARES OF OTHER CORPORATIONS

         The chairman of the board, the president, any vice president, the
treasurer, the secretary or assistant secretary of this corporation, or any
other person authorized by the board of directors or the president or a vice
president, is authorized to vote, represent and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority granted
herein may be exercised either by such person directly or by any other person
authorized to do so by proxy or power of attorney duly executed by such person
having the authority.

                                  ARTICLE VIII

                                 GENERAL MATTERS

8.1      STOCK CERTIFICATES; PARTLY PAID SHARES

         The shares of a corporation shall be represented by certificates,
provided that the board of directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the board of
directors, every holder of stock represented by certificates and, upon request,
every holder of uncertificated shares, shall be entitled to have a certificate
signed by, or in the name of the corporation by the chairman or vice-chairman of
the board of directors, or the president or vice-president, and by the treasurer
or an assistant treasurer, or the secretary or an assistant secretary of such
corporation representing the number of shares registered in certificate form.
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 has 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.

         The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, or upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefore and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

8.2      LOST CERTIFICATES

         Except as provided in this Section 8.2, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and



                                       18
<PAGE>   23
cancelled at the same time. The corporation may issue a new certificate of stock
or uncertificated shares 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 his legal
representative, to give the corporation a bond sufficient to indemnify it
against any claims 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 or uncertificated shares.

8.3      CONSTRUCTION; DEFINITIONS

         Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.

8.4      DIVIDENDS

         The directors of the corporation, subject to any restrictions contained
in the certificate of incorporation, may declare and pay dividends upon the
shares of its capital stock pursuant to the General Corporation Law of Delaware.
Dividends may be paid in cash, in property, or in shares of the corporation's
capital stock.

         The directors of the corporation may set apart out of any of the funds
of the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve.

8.5      FISCAL YEAR

         The fiscal year of the corporation shall be fixed by resolution of the
board of directors and may be changed by the board of directors.

8.6      SEAL

         The corporation may adopt a corporate seal, which may be altered at
pleasure, and may use the same by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

8.7      TRANSFER OF STOCK

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


                                       19
<PAGE>   24

8.8      STOCK TRANSFER AGREEMENTS

         The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware.

8.9      REGISTERED STOCKHOLDERS

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

                                   ARTICLE IX

                                   AMENDMENTS

         The original or other bylaws of the corporation may be adopted, amended
or repealed by the stockholders entitled to vote; provided, however, that the
corporation may, in its certificate of incorporation, confer the power to adopt,
amend or repeal bylaws upon the directors. The fact that such power has been so
conferred upon the directors shall not divest the stockholders of the power, nor
limit their power to adopt, amend or repeal bylaws.

         Notwithstanding any other provision of these bylaws or any provision of
law which might otherwise permit a lesser vote or no vote, but in addition to
any affirmative vote of the holders of the capital stock required by law or by
these bylaws, the affirmative vote of at least two-thirds (2/3) of the combined
voting power of all of the then-outstanding shares of the corporation entitled
to vote shall be required to alter, amend or repeal Article II, Section 2.9 or
Section 2.11 of these bylaws or this Article IX or any provision thereof, or to
add or amend any other bylaw in order to change or nullify the effect of such
provisions, unless such amendment shall be approved by a majority of the
directors of the corporation not affiliated or associated with any person or
entity holding (or which has announced an intent to obtain) 26% or more of the
voting power of the corporation's outstanding capital stock.

                                   ARTICLE X

                                   DISSOLUTION

         If it should be deemed advisable in the judgment of the board of
directors of the corporation that the corporation should be dissolved, the
board, after the adoption of a resolution


                                       20
<PAGE>   25
to that effect by a majority of the whole board at any meeting called for that
purpose, shall cause notice to be mailed to each stockholder entitled to vote
thereon of the adoption of the resolution and of a meeting of stockholders to
take action upon the resolution.

         At the meeting a vote shall be taken for and against the proposed
dissolution. If a majority of the outstanding stock of the corporation entitled
to vote thereon votes for the proposed dissolution, then a certificate stating
that the dissolution has been authorized in accordance with the provisions of
Section 275 of the General Corporation Law of Delaware and setting forth the
names and residences of the directors and officers shall be executed,
acknowledged, and filed and shall become effective in accordance with Section
103 of the General Corporation Law of Delaware. Upon such certificate's becoming
effective in accordance with Section 103 of the General Corporation Law of
Delaware, the corporation shall be dissolved.

                                   ARTICLE XI

                                    CUSTODIAN

11.1     APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

         The Court of Chancery, upon application of any stockholder, may appoint
one or more persons to be custodians and, if the corporation is insolvent, to be
receivers, of and for the corporation when:

                  (i) at any meeting held for the election of directors the
                  stockholders are so divided that they have failed to elect
                  successors to directors whose terms have expired or would have
                  expired upon qualification of their successors; or

                  (ii) the business of the corporation is suffering or is
                  threatened with irreparable injury because the directors are
                  so divided respecting the management of the affairs of the
                  corporation that the required vote for action by the board of
                  directors cannot be obtained and the stockholders are unable
                  to terminate this division; or

                  (iii) the corporation has abandoned its business and has
                  failed within a reasonable time to take steps to dissolve,
                  liquidate or distribute its assets.

11.2     DUTIES OF CUSTODIAN

         The custodian shall have all the powers and title of a receiver
appointed under Section 291 of the General Corporation Law of Delaware, but the
authority of the custodian shall be to continue the business of the corporation
and not to liquidate its affairs and distribute its assets, except when the
Court of Chancery otherwise orders and except in cases arising under Sections
226(a)(3) or 352(a)(2) of the General Corporation Law of Delaware.


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