<PAGE>















                                   Exhibit 3.2

--------------------------------------------------------------------------------


                               CORPORATE BYLAWS OF

                               INTRUSION.COM, INC.

                            (A DELAWARE CORPORATION)


--------------------------------------------------------------------------------

<PAGE>

                                TABLE OF CONTENTS

                               CORPORATE BYLAWS OF
                               INTRUSION.COM, INC.
                            (A DELAWARE CORPORATION)


<TABLE>

<S>                                                                           <C>
ARTICLE 1 NAME AND OFFICES....................................................1
     1.1   Name...............................................................1
     1.2   Registered Office and Agent........................................1
           (a)    Registered Office...........................................1
           (b)    Registered Agent............................................1
           (c)    Change of Registered Office or Agent........................1
     1.3   Other Offices......................................................1
ARTICLE 2 STOCKHOLDERS........................................................1
     2.1   Place of Meetings..................................................1
     2.2   Annual Meeting.....................................................2
     2.3   Special Meetings...................................................2
     2.4   Notice.............................................................2
     2.5   Voting List........................................................2
     2.6   Quorum.............................................................2
     2.7   Requisite Vote.....................................................3
     2.8   Withdrawal of a Quorum.............................................3
     2.9   Voting at Meeting..................................................3
           (a)    Voting Power................................................3
           (b)    Exercise of Voting Power....................................3
           (c)    Election of Directors.......................................4
     2.10  Record Date........................................................4
     2.11  No Action Without Meetings.........................................4
     2.12  Preemptive Rights..................................................4
ARTICLE 3 DIRECTORS...........................................................4
     3.1   Management Powers..................................................4
     3.2   Number and Qualification...........................................4
     3.3   Election and Term..................................................5
     3.4   Voting on Directors................................................5
     3.5   Vacancies and New Directorships....................................5
     3.6   Removal............................................................5
     3.7   Meetings...........................................................6
           (a)    Place.......................................................6
           (b)    Annual Meeting..............................................6
           (c)    Regular Meetings............................................6
           (d)    Special Meetings............................................6
           (e)    Notice and Waiver of Notice.................................6
           (f)    Quorum......................................................6
           (g)    Requisite Vote..............................................6
     3.8   Action Without Meetings............................................6
     3.9   Committees.........................................................7
           (a)    Designation and Appointment.................................7

                                       i

<PAGE>

           (b)    Members; Alternate Members; Terms...........................7
           (c)    Authority...................................................7
           (d)    Records.....................................................7
           (e)    Change in Number............................................7
           (f)    Vacancies...................................................7
           (g)    Removal.....................................................7
           (h)    Meetings....................................................7
           (i)    Quorum; Requisite Vote......................................8
           (j)    Compensation................................................8
           (k)    Action Without Meetings.....................................8
           (l)    Responsibility..............................................8
     3.10  Compensation.......................................................8
     3.11  Maintenance of Records.............................................8
     3.12  Interested Directors and Officers..................................8
ARTICLE 4 NOTICES.............................................................9
     4.1   Method of Notice...................................................9
     4.2   Waiver.............................................................9
     4.3   Exception to Requirement of Notice.................................9
ARTICLE 5 OFFICERS AND AGENTS................................................10
     5.1   Designation.......................................................10
     5.2   Election of Officers..............................................10
     5.3   Qualifications....................................................10
     5.4   Term of Office....................................................10
     5.5   Authority.........................................................10
     5.6   Removal...........................................................10
     5.7   Vacancies.........................................................10
     5.8   Compensation......................................................11
     5.9   Chairman of the Board.............................................11
     5.10  Vice Chairman.....................................................11
     5.11  Chief Executive Officer...........................................11
     5.12  Chief Operating Officer...........................................11
     5.13  President.........................................................12
     5.14  Vice Presidents...................................................12
     5.15  Secretary.........................................................12
     5.16  Assistant Secretaries.............................................12
     5.17  Treasurer.........................................................12
     5.18  Assistant Treasurers..............................................13
ARTICLE 6 INDEMNIFICATION....................................................13
     6.1   Mandatory Indemnification.........................................13
     6.2   Determination of Indemnification..................................14
     6.3   Advance of Expenses...............................................14
     6.4   Permissive Indemnification........................................15
     6.5   Nature of Indemnification.........................................15
     6.6   Insurance.........................................................15
ARTICLE 7 STOCK CERTIFICATES AND TRANSFER REGULATIONS........................16
     7.1   Description of Certificates.......................................16

                                      ii

<PAGE>

     7.2   Entitlement to Certificates.......................................16
     7.3   Signatures........................................................16
     7.4   Issuance of Certificates..........................................16
     7.5   Payment for Shares................................................17
           (a)    Consideration..............................................17
           (b)    Valuation..................................................17
           (c)    Effect.....................................................17
           (d)    Allocation of Consideration................................17
     7.6   Subscriptions.....................................................17
     7.7   Record Date.......................................................17
     7.8   Registered Owners.................................................18
     7.9   Lost, Stolen or Destroyed Certificates............................18
           (a)    Proof of Loss..............................................18
           (b)    Timely Request.............................................18
           (c)    Bond.......................................................18
           (d)    Other Requirements.........................................18
     7.10  Registration of Transfers.........................................18
           (a)    Endorsement................................................18
           (b)    Guaranty and Effectiveness of Signature....................19
           (c)    Adverse Claims.............................................19
           (d)    Collection of Taxes........................................19
           (e)    Additional Requirements Satisfied..........................19
     7.11  Restrictions on Transfer and Legends on Certificates..............19
           (a)    Shares in Classes or Series................................19
           (b)    Restriction on Transfer....................................19
           (c)    Unregistered Securities....................................19
ARTICLE 8 GENERAL PROVISIONS.................................................20
     8.1   Dividends.........................................................20
           (a)    Declaration and Payment....................................20
           (b)    Record Date................................................20
     8.2   Reserves..........................................................20
     8.3   Books and Records.................................................21
     8.4   Annual Statement..................................................21
     8.5   Contracts and Negotiable Instruments..............................21
     8.6   Fiscal Year.......................................................21
     8.7   Corporate Seal....................................................21
     8.8   Resignations......................................................21
     8.9   Amendment of Bylaws...............................................22
     8.10  Construction......................................................22
     8.11  Telephone Meetings................................................22
     8.12  Table of Contents; Captions.......................................22

</TABLE>

                                     iii

<PAGE>


                                CORPORATE BYLAWS

                                       OF

                               INTRUSION.COM, INC.
                            (A DELAWARE CORPORATION)

                                    ARTICLE 1

                                NAME AND OFFICES

           1.1 NAME. The name of the Corporation is INTRUSION.COM, INC.,
hereinafter referred to as the "Corporation."

           1.2 REGISTERED OFFICE AND AGENT. The Corporation shall establish,
designate and continuously maintain a registered office and agent in the State
of Delaware, subject to the following provisions:

               (a) REGISTERED OFFICE. The Corporation shall establish and
           continuously maintain in the State of Delaware a registered office
           which may be, but need not be, the same as its place of business.

               (b) REGISTERED AGENT. The Corporation shall designate and
           continuously maintain in the State of Delaware a registered agent,
           which agent may be either an individual resident of the State of
           Delaware whose business office is identical with such registered
           office, or a domestic corporation or a foreign corporation
           authorized to transact business in the State of Delaware, having a
           business office identical with such registered office.

               (c) CHANGE OF REGISTERED OFFICE OR AGENT. The Corporation may
           change its registered office or change its registered agent, or
           both, upon the filing in the Office of the Secretary of State of
           Delaware of a statement setting forth the facts required by law, and
           executed for the Corporation by its President, a Vice President or
           other duly authorized officer.

           1.3 OTHER OFFICES. The Corporation may also have offices at such
other places within and without the State of Delaware as the Board of Directors
may, from time to time, determine the business of the Corporation may require.

ARTICLE 2

STOCKHOLDERS

           2.1 PLACE OF MEETINGS. Each meeting of the stockholders of the
Corporation is to be held at the principal offices of the Corporation or at such
other place, either within or without the State of Delaware, as may be specified
in the notice of the meeting or in a duly executed waiver of notice thereof.


                                       1
<PAGE>


           2.2 ANNUAL MEETING. The annual meeting of the stockholders for the
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held at such date, time and place as
may be designated each by resolution of the Board of Directors, provided,
however, that the failure to hold the annual meeting within the designated
period of time or on the designated date shall not work a forfeiture or
dissolution of the Corporation.

           2.3 SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, may be called by the Board of Directors, the Chairman of
the Board, the Chief Executive Officer or the President. The notice of a special
meeting shall state the purpose or purposes of the proposed meeting and the
business to be transacted at any such special meeting of stockholders, and shall
be limited to the purposes stated in the notice therefor.

           2.4 NOTICE. Written or printed notice of the meeting stating the
place, day and hour of the meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the Board of Directors,
the Chairman of the Board, the Chief Executive Officer, the President, or the
Secretary, to each stockholder of record entitled to vote at such meeting as
determined in accordance with the provisions of Section 2.10 hereof. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
Mail, with postage thereon prepaid, addressed to the stockholder entitled
thereto at his address as it appears on the stock transfer books of the
Corporation.

           2.5 VOTING LIST. The officer or agent having charge and custody of
the stock transfer books of the Corporation, shall prepare, at least ten (10)
days before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, arranged in alphabetical order and showing
the address of each stockholder and the number of shares having voting
privileges 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 not less than ten (10) days
prior to such meeting either at the principal office of the Corporation or 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. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the entire time of the meeting. The original stock
ledger or transfer book, or a duplicate thereof, shall be prima facie evidence
as to identity of the stockholders entitled to examine such list or stock
ledger or transfer book and to vote at any such meeting of the stockholders.
The failure to comply with the requirements of this Section shall not effect
the validity of any action taken at such meeting.

           2.6 QUORUM. The holders of a majority of the shares of the capital
stock issued and outstanding entitled to vote thereat, represented in person or
by proxy, shall be requisite and 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 or by these Bylaws. If,
however, such quorum shall not be present or represented at any such meeting of
the stockholders, the stockholders entitled to vote thereat, present in person,
or represented by proxy, shall have the power to adjourn the meeting, from time
to time, without notice other than


                                       2
<PAGE>


announcement at the meeting, until a quorum shall be present or represented. At
such reconvened meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty (30) days, or
if after the adjournment a new record date is fixed for the reconvened meeting;
a notice of said meeting shall be given to each stockholder entitled to vote at
said meeting.

           2.7 REQUISITE VOTE. With respect to any action to be taken by the
stockholders on any matter other than the election of directors, the affirmative
vote of the holders of a majority of the outstanding shares of capital stock
entitled to vote on that matter represented in person or by proxy at a meeting
of the stockholders at which a quorum is present shall be the act of the
stockholders.

           2.8 WITHDRAWAL OF QUORUM. If a quorum is present at the time of
commencement of any meeting, the stockholders present at such duly convened
meeting may continue to transact any business which may properly come before
said meeting until adjournment thereof, notwithstanding the withdrawal from such
meeting of sufficient holders of the shares of capital stock entitled to vote
thereat to leave less than a quorum remaining.

           2.9 VOTING AT MEETING. Voting at meetings of stockholders shall be
conducted and exercised subject to the following procedures and regulations:

               (a) VOTING POWER. In the exercise of voting power with respect
           to each matter properly submitted to a vote at any meeting of
           stockholders, each stockholder of the capital stock of the
           Corporation having voting power shall be entitled to one (1) vote
           for each such share held in his name on the books of the
           Corporation, except to the extent otherwise specified by the
           Certificate of Incorporation or Certificate of Designations
           pertaining to a series of preferred stock.

               (b) EXERCISE OF VOTING POWER. Each stockholder entitled to vote
           at a meeting or to express consent or dissent to corporate action in
           writing without a meeting may vote either in person or authorize
           another person or persons to act for him by proxy duly appointed by
           instrument in writing subscribed by such stockholder or by his duly
           authorized attorney-in-fact; provided, however, no such appointment
           of proxy shall be valid, voted or acted upon after the expiration of
           three (3) years from the date of execution of such written
           instrument of appointment, unless otherwise stated therein. A proxy
           shall be revocable unless expressly designated therein as
           irrevocable and coupled with an interest. Proxies coupled with an
           interest include the appointment as proxy of: (a) a pledgee; (b) a
           person who purchased or agreed to purchase or owns or holds an
           option to purchase the shares voted; (c) a creditor of the
           Corporation who extended its credit under terms requiring the
           appointment; (d) an employee of the Corporation whose employment
           contract requires the appointment; or (e) a party to a voting
           agreement created under Section 218 of the General Corporation Law
           of Delaware, as amended. Each proxy shall be filed with the
           Secretary of the Corporation prior to or at the time of the meeting.
           Any vote may be taken by voice vote or by show of hands unless
           someone entitled to vote at the meeting objects, in which case
           written ballots shall be used.


                                       3
<PAGE>


                (c) ELECTION OF DIRECTORS. In all elections of Directors
           cumulative voting shall be prohibited.

           2.10 RECORD DATE. As more specifically provided in Article 7, Section
7.7 hereof, the Board of Directors may fix in advance a record date for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be less than ten (10) nor more than sixty (60) days
prior to such meeting. In the absence of any action by the Board of Directors
fixing the record date, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day before the day on which notice of the meeting is given, or,
if notice is waived, at the close of business on the day before the meeting is
held.

           2.11 NO ACTION WITHOUT MEETINGS. Any action permitted or required to
be taken at a meeting of the stockholders of the Corporation shall be taken only
at a duly called and convened annual or special meeting of the stockholders of
the Corporation at which a quorum is present, and may not be taken without a
meeting, without prior notice, and without a vote, by a consent or consents in
writing setting forth the action so taken signed by the holder or holders of a
majority of the outstanding stock entitled to vote thereon.

         2.12 PREEMPTIVE RIGHTS. No holder of shares of capital stock of the
Corporation shall, as such holder, have any right to purchase or subscribe for
any capital stock of any class which the Corporation may issue or sell, whether
or not exchangeable for any capital stock of the Corporation of any class or
classes, whether issued out of unissued shares authorized by the Certificate of
Incorporation, as amended, or out of shares of capital stock of the Corporation
acquired by it after the issue thereof; nor shall any holder of shares of
capital stock of the Corporation, as such holder, have any right to purchase,
acquire or subscribe for any securities which the Corporation may issue or sell
whether or not convertible into or exchangeable for shares of capital stock of
the Corporation of any class or classes, and whether or not any such securities
have attached or appurtenant thereto warrants, options or other instruments
which entitle holders thereof to purchase, acquire or subscribe for shares of
capital stock of any class or classes.

ARTICLE 3

DIRECTORS

         3.1 MANAGEMENT POWERS. The powers of the Corporation shall be exercised
by or under the authority of, and the business and affairs of the Corporation
shall be managed under the direction of, its Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statue or by the Certificate of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.

         3.2 NUMBER AND QUALIFICATION. The Board of Directors shall consist of
not less than three (3) members nor more than eleven (11) members; provided,
however, the initial Board of Directors shall consist of five (5) members.
Directors need not be residents of the State of Delaware nor stockholders of the
Corporation. Each Director shall qualify as a Director


                                       4
<PAGE>


following election as such by agreeing to act or acting in such capacity. The
number of Directors shall be fixed, and may be increased or decreased, from
time to time by resolution of the Board of Directors without the necessity of a
written amendment to the Bylaws of the Corporation; provided, however, no
decrease shall have the effect of shortening the term of any incumbent Director.

         3.3 ELECTION AND TERM. Members of the Board of Directors shall hold
office until the annual meeting of the stockholders of the Corporation and until
their successors shall have been elected and qualified. At the annual meeting of
stockholders, the stockholders entitled to vote in an election of Directors
shall elect Directors to hold office until the next succeeding annual meeting of
the stockholders. Each Director shall hold office for the term for which he is
elected, and until his successor shall be elected and qualified or until his
death, resignation or removal, if earlier.

         3.4 VOTING ON DIRECTORS. Directors shall be elected by the vote of the
holders of a plurality of the shares entitled to vote in the election of
Directors and represented in person or by proxy at a meeting of stockholders at
which a quorum is present. Cumulative voting in the election of Directors is
expressly prohibited.

         3.5 VACANCIES AND NEW DIRECTORSHIPS. Vacancies and newly created
directorships resulting from any increase in the authorized number of Directors
elected by all the stockholders having the right to vote as a single class may
be filled by the affirmative vote of a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director, or by the
requisite vote of the stockholders at an annual meeting of the stockholders or
at a special meeting of the stockholders called for that purpose, and the
Directors so elected shall hold office until their successors are elected and
qualified. If the holders of any class or classes of stock or series of stock of
the Corporation are entitled to elect one or more Directors by the Certificate
of Incorporation or Certificate of Designations applicable to such class or
series, 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, and the Directors so elected shall hold office until the next election
of the class for which such Directors shall have been chosen, and until their
successors shall be elected and qualified. For purposes of these Bylaws, a
"vacancy" shall be defined as an unfilled directorship arising by virtue of the
death, resignation or removal of a Director theretofore duly elected to service
in such capacity in accordance with the relevant provisions of these Bylaws.

           3.6 REMOVAL. Except as hereinafter stated, any Director may be
removed either for or without cause at any duly convened special or annual
meeting of stockholders, by the affirmative vote of a majority in number of
shares of the stockholders present in person or by proxy at any meeting and
entitled to vote for the election of such Director, provided notice of intention
to act upon such matter shall have been given in the notice calling such
meeting. Notwithstanding the preceding, if the Directors of the Corporation are
ever divided into two or three classes, any Director may be removed only for
cause by the affirmative vote of a majority in number of shares of the
stockholders present in person or by proxy at any meeting and entitled to vote
for the election of such Director, provided notice of intention to act upon such
matter shall have been given in the notice calling such meeting.


                                       5
<PAGE>


           3.7 MEETINGS. The meetings of the Board of Directors shall be held
and conducted subject to the following regulations:

               (a) PLACE. Meetings of the Board of Directors of the
           Corporation, annual, regular or special, are to be held at the
           principal office or place of business of the Corporation, or such
           other places, either within or without the State of Delaware, as may
           be specified in the respective notices, or waivers of notices,
           thereof.

               (b) ANNUAL MEETING. The Board of Directors shall meet each year
           immediately after the annual meeting of the stockholders, at the
           place where such meeting of the stockholders has been held (either
           within or without the State of Delaware), for the purpose of
           organization, election of officers, and consideration of any other
           business that may properly be brought before the meeting. No notice
           of any kind to either old or new members of the Board of Directors
           for such annual meeting shall be required.

               (c) REGULAR MEETINGS. Regular meetings of the Board of Directors
           may be held without notice at such time and at such place as shall
           from time to time be determined and designated by the Board.

               (d) SPECIAL MEETINGS. Special meetings of the Board of Directors
           may be called by the Chairman of the Board, the Chief Executive
           Officer or the President of the Corporation on notice of two (2)
           days to each Director either personally or by mail or by telegram,
           telex or facsimile transmission and delivery. Special meetings of
           the Board of Directors shall be called by the Chairman of the Board
           or the President or Secretary in like manner and on like notice on
           the written request of two (2) Directors.

               (e) NOTICE AND WAIVER OF NOTICE. Attendance of a Director at any
           meeting shall constitute a waiver of notice of such meeting, except
           where a Director attends for the express purpose of objecting 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 meeting of the Board of Directors need
           be specified in the notice or waiver of notice of such meeting.

               (f) QUORUM. At all meetings of the Board of Directors, a
           majority of the number of Directors shall constitute a quorum for
           the transaction of business, unless a greater number is required by
           law or by the Certificate of Incorporation. If a quorum shall not be
           present at any meeting of Directors, the Directors present thereat
           may adjourn the meeting, from time to time, without notice other
           than announcement at the meeting, until a quorum shall be present.

               (g) REQUISITE VOTE. In the exercise of voting power with respect
           to each matter properly submitted to a vote at any meeting of the
           Board of Directors, each Director present at such meeting shall have
           one (1) vote. The act of a majority of the Directors present at any
           meeting at which a quorum is present shall be the act of the Board
           of Directors.

           3.8 ACTION WITHOUT MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
by law to be taken at any


                                       6
<PAGE>


meeting of the Board of Directors, or any committee thereof, may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee, as the case may be, and such
written consent is filed in the minutes or proceedings of the Board of
Directors or committee.

           3.9 COMMITTEES. Committees designated and appointed by the Board of
Directors shall function subject to and in accordance with the following
regulations and procedures:

               (a) DESIGNATION AND APPOINTMENT. The Board of Directors may, by
           resolution adopted by a majority of the entire Board, designate and
           appoint one or more committees under such name or names and for such
           purpose or function as may be deemed appropriate.

               (b) MEMBERS; ALTERNATE MEMBERS; TERMS. Each committee thus
           designated and appointed shall consist of one or more of the
           Directors of the Corporation, one of whom, in the case of the
           Executive Committee, shall be the Chief Executive Officer of the
           Company. The Board of Directors may designate one or more of its
           members as alternate members of any committee, who may, subject to
           any limitations imposed by the entire Board, replace absent or
           disqualified members at any meeting of that committee. The members
           or alternate members of any such committee shall serve at the
           pleasure of and subject to the discretion of the Board of Directors.

               (c) AUTHORITY. Each committee, to the extent provided in the
           resolutions of the Board creating same, shall have and may exercise
           such of the powers and authority of the Board of Directors in the
           management of the business and affairs of the Corporation as the
           Board of Directors may direct and delegate, except, however, those
           matters which are required by statute to be reserved unto or acted
           upon by the entire Board of Directors.

               (d) RECORDS. Each such committee shall keep and maintain regular
           records or minutes of its meetings and report the same to the Board
           of Directors when required.

               (e) CHANGE IN NUMBER. The number of members or alternate members
           of any committee appointed by the Board of Directors, as herein
           provided, may be increased or decreased (but not below two) from
           time to time by appropriate resolution adopted by a majority of the
           entire Board of Directors.

               (f) VACANCIES. Vacancies in the membership of any committee
           designated and appointed hereunder shall be filled by the Board of
           Directors, at a regular or special meeting of the Board of
           Directors, in a manner consistent with the provisions of this
           Section 3.9.

               (g) REMOVAL. Any member or alternate member of any committee
           appointed hereunder may be removed by the Board of Directors by the
           affirmative vote of a majority of the entire Board, whenever in its
           judgment the best interests of the Corporation will be served
           thereby.

               (h) MEETINGS. The time, place and notice (if any) of committee
           meetings shall be determined by the members of such committee.


                                       7
<PAGE>


               (i) QUORUM; REQUISITE VOTE. At meetings of any committee
           appointed hereunder, a majority of the number of members designated
           by the Board of Directors shall constitute a quorum for the
           transactions of business. The act of a majority of the members and
           alternate members of the committee present at any meeting at which a
           quorum is present shall be the act of such committee, except as
           otherwise specifically provided by statute or by the Certificate of
           Incorporation or by these Bylaws. If a quorum is not present at a
           meeting of such committee, the members of such committee present may
           adjourn the meeting from time to time, without notice other than an
           announcement at the meeting, until a quorum is present.

               (j) COMPENSATION. Appropriate compensation for members and
           alternate members of any committee appointed pursuant to the
           authority hereof may be authorized by the action of a majority of
           the entire Board of Directors pursuant to the provisions of Section
           3.10 hereof.

               (k) ACTION WITHOUT MEETINGS. Any action required or permitted to
           be taken at a meeting of any committee may be taken without a
           meeting if a consent in writing, setting forth the action so taken,
           is signed by all members of such committee. Such consent shall have
           the same force and effect as a unanimous vote at a meeting. The
           signed consent, or a signed copy, shall become a part of the record
           of such committee.

               (l) RESPONSIBILITY. Notwithstanding any provision to the
           contrary herein, the designation and appointment of a committee and
           the delegation of authority to it shall not operate to relieve the
           Board of Directors, or any member thereof, of any responsibility
           imposed upon it or him by law.

           3.10 COMPENSATION. By appropriate resolution of the Board of
Directors, the Directors may be reimbursed their expenses, if any, of attendance
at each meeting of the Board of Directors and may be paid a fixed sum (as
determined from time to time by the vote of a majority of the Directors then in
office) for attendance at each meeting of the Board of Directors or a stated
salary as Director, or both. No such payment shall preclude any Director from
serving the Corporation in another capacity and receiving compensation therefor.
Members of special or standing committees may, by appropriate resolution of the
Board of Directors, be allowed similar reimbursement of expenses and
compensation for attending committee meetings.

           3.11 MAINTENANCE OF RECORDS. The Directors may keep the books and
records of the Corporation, except such as required by law to be kept within the
State, outside the State of Delaware or at such place or places as they may,
from time to time, determine.

         3.12 INTERESTED DIRECTORS AND OFFICERS. No contract or other
transaction between the Corporation and one or more of its Directors or
officers, or between the Corporation and any firm which one or more of its
Directors or officers are members or employees, or in which they are interested,
or between the Corporation and any corporation or association of which one or
more of its Directors or officers are stockholders, members, directors,
officers, or employees, or in which they are interested, shall be void or
voidable solely for this reason, or solely because of the presence of such
Director or Directors or officer or officers at the meeting of the Board of
Directors of the Corporation, which acts upon, or in reference to, such
contract, or transaction, if


                                       8
<PAGE>


(a) the material facts of such relationship or interest shall be disclosed or
known to the Board of Directors and the Board of Directors shall, nevertheless
in good faith, authorize, approve and ratify such contract or transaction by a
vote of a majority of the Directors present, such interested Director or
Directors to be counted in determining whether a quorum is present, but not to
be counted in calculating the majority of such quorum necessary to carry such
vote; (b) the material facts of such relationship or interest as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by the vote of the stockholders; or (c) the contract or transaction
is fair to the Corporation as of the time it is authorized, approved or
ratified by the Board of Directors, a committee thereof or the stockholders.
The provisions of this Section shall not be construed to invalidate any
contract or other transaction which would otherwise be valid under the common
and statutory law applicable thereto.

ARTICLE 4

NOTICES

           4.1 METHOD OF NOTICE. Whenever under the provisions of the General
Corporation Law of Delaware or of the Certificate of Incorporation or of these
Bylaws, notice is required to be given to any Director or stockholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing and delivered personally, through the United States mail, by a
recognized delivery service (such as Federal Express) or by means of telegram,
telex or facsimile transmission, addressed to such Director or stockholder, at
his address or telex or facsimile transmission number, as the case may be, as it
appears on the records of the Corporation, with postage and fees thereon
prepaid. Such notice shall be deemed to be given at the time when the same shall
be deposited in the United States Mail or with an express delivery service or
when transmitted by telegram, telex or facsimile transmission or personally
delivered, as the case may be.

           4.2 WAIVER. Whenever any notice whatever is required to be given
under the provisions of the General Corporation Law of Delaware or under the
provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof
in writing signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice. Attendance by such person or persons, whether in person
or by proxy, at any meeting requiring notice shall constitute a waiver of notice
of such meeting, except where such person attends the meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened.

         4.3 EXCEPTION TO REQUIREMENT OF NOTICE. Any notice required to be given
to any stockholder under any provision of the General Corporation Law of the
State of Delaware, the Certificate of Incorporation or these Bylaws need not be
given to the stockholder if: (1) notice of two consecutive annual meetings and
all notices of meetings held during the period between those annual meetings, if
any, or (2) all (but in no event less than two) payments (if sent by first class
mail) of dividends or interest on securities during a twelve-month period have
been mailed to that person, addressed at his address as shown on the records of
the Corporation, and have been returned undeliverable. Any action or meeting
taken or held without notice to such person shall have the same force and effect
as if the notice had been duly given and, if the action taken


                                       9
<PAGE>


by the Corporation is reflected in any certificate filed with the Secretary of
State, that certificate need not state that notice was not given to persons to
whom notice was not required to be given pursuant to this Section. If such a
person delivers to the Corporation, a written notice setting forth his then
current address, the requirement that notice be given to that person shall be
reinstated.

ARTICLE 5

OFFICERS AND AGENTS

           5.1 DESIGNATION. The officers of the Corporation shall be chosen by
the Board of Directors and shall consist of the offices of:

               (a) President and Secretary; and

               (b) Such other offices and officers (including a Chairman of the
           Board, Vice Chairman, Chief Executive Officer, Chief Operating
           Officer, one or more additional Vice Presidents and a Treasurer) and
           assistant officers and agents as the Board of Directors shall deem
           necessary.

           5.2 ELECTION OF OFFICERS. Each officer designated in Section 5.1(a)
hereof shall be elected by the Board of Directors on the expiration of the term
of office of such officer, as herein provided, or whenever a vacancy exists in
such office. Each officer or agent designated in Section 5.1(b) above may be
elected by the Board of Directors at any meeting.

           5.3 QUALIFICATIONS. No officer or agent need be a stockholder of the
Corporation or a resident of Delaware. No officer or agent is required to be a
Director, except the Chairman of the Board. Any two or more offices may be held
by the same person.

           5.4 TERM OF OFFICE. Unless otherwise specified by the Board of
Directors at the time of election or appointment, or by the express provisions
of an employment contract approved by the Board, the term of office of each
officer and each agent shall expire on the date of the first meeting of the
Board of Directors next following the annual meeting of stockholders each year.
Each such officer or agent, unless elected or appointed to an additional term,
shall serve until the expiration of the term of his office or, if earlier, his
death, resignation or removal.

           5.5 AUTHORITY. Officers and agents shall have such authority and
perform such duties in the management of the Corporation as are provided in
these Bylaws or as may be determined by resolution of the Board of Directors not
inconsistent with these Bylaws.

           5.6 REMOVAL. Any officer or agent elected or appointed by the Board
of Directors may be removed with or without cause by the Board of Directors
whenever in its judgment the best interests of the Corporation will be served
thereby. Such removal shall be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of an officer or agent shall
not of itself create contract rights.

           5.7 VACANCIES. Any vacancy occurring in any office of the Corporation
(by death, resignation, removal or otherwise) shall be filled by the Board of
Directors.


                                      10
<PAGE>

           5.8 COMPENSATION. The compensation of all officers and agents of the
Corporation shall be fixed from time to time by the Board of Directors .

           5.9 CHAIRMAN OF THE BOARD. If a Chairman of the Board is elected,
he shall be chosen from among the Directors. The Chairman of the Board shall
have the power to call special meetings of the stockholders and of the
Directors for any purpose or purposes, and he shall preside at all meetings
of the Board of Directors, unless he shall be absent or unless he shall, at
his election, designate the Vice-Chairman, if one is elected, to preside in
his stead. The Chairman of the Board shall submit a report as to the
operations of the Corporation for the preceding fiscal year to the Board of
Directors as soon as practicable in each year and, with the Chief Executive
Officer, to the stockholders at or prior to each annual meeting of the
stockholders, and the Chairman of the Board shall from time to time report to
the Board of Directors matters within his knowledge which the interest of the
Corporation may require to be so reported. The Chairman of the Board shall
advise and counsel the Chief Executive Officer and other officers of the
Corporation and shall exercise such powers and perform such duties as shall
be assigned to or required by him from time to time by the Board of Directors.

           5.10 VICE CHAIRMAN. The Vice Chairman, if one is elected, shall have
the power to call special meetings of the stockholders and of the Directors for
any purpose or purposes, and, in the absence of the Chairman of the Board, the
Vice Chairman shall preside at all meetings of the Board of Directors unless he
shall be absent. The Vice Chairman shall advise and counsel the other officers
of the Corporation and shall exercise such powers and perform such duties as
shall be assigned to or required of him from time to time by the Board of
Directors.

           5.11 CHIEF EXECUTIVE OFFICER. Subject to the supervision of the Board
of Directors, the Chief Executive Officer, if one is elected, shall have general
supervision, management, direction and control of the business and affairs of
the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The Chief Executive Officer shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise executed
and except where the execution thereof shall be expressly delegated by the Board
of Directors to some other officer or agent 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 and the Vice Chairman, at all meetings of
the Board of Directors. The Chief Executive Officer shall be ex officio a member
of the Executive Committee, if any, of the Board of Directors. The Chief
Executive Officer shall have the general powers and duties of management usually
vested in the office of chief executive officer of a corporation and shall
perform such other duties and possess such other authority and powers as the
Board of Directors may from time to time prescribe. The Chief Executive Officer
shall have general supervision and direction of all other officers, agents and
employees of the Corporation to see that their respective duties are properly
performed. In the event no individual is elected to the office of Chief
Operating Officer, the Chief Executive Officer shall have the powers and perform
the duties of the Chief Operating Officer.

           5.12 CHIEF OPERATING OFFICER. Subject to the supervision of the Board
of Directors, the Chief Operating Office, if one is elected, shall have general
supervision of the day to day operations of the Corporation. The Chief Operating
Officer shall be ex officio a member of the Executive Committee, if any, of the
Board of Directors. The Chief Operating Officer shall have

                                        11
<PAGE>

the general powers and duties of management usually vested in the office of
chief operating officer of a corporation and shall perform such other duties
and possess such other authority and powers as the Board of Directors may
from time to time prescribe.

           5.13 PRESIDENT. In the absence or disability of the Chief Executive
Officer, the President shall perform all of the duties of the Chief Executive
Officer and when so acting shall have all the powers and be subject to all the
restrictions upon the Chief Executive Officer, including the power to sign all
instruments and to take all actions when the Chief Executive Officer is
authorized to perform by the Board of Directors or the Bylaws. The President
shall have the general powers and duties usually vested in the office of
president of a corporation and shall perform such other duties and possess such
other authority and powers as the Board of Directors may from time to time
prescribe or as the Chief Executive Officer may from time to time delegate.

           5.14 VICE PRESIDENTS. The Vice President, or if there shall be more
than one, the Vice Presidents in the order determined by the majority vote of
the Board of Directors, shall, in the prolonged absence or disability of the
President, perform the duties and exercise the powers of the President and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe or as the Chief Executive Officer may from time
to time delegate.

           5.15 SECRETARY. The Secretary shall be the custodian of and shall
maintain the corporate books and records and shall record or see to the proper
recording of all proceedings of the meetings of the stockholders and the Board
of Directors of the Corporation in a book to be maintained for that purpose and
shall perform like duties for the standing committees when required. The
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors, the Chairman
of the Board, the Chief Executive Officer, or the President. The Secretary shall
have custody of the corporate seal of the Corporation, and the Secretary, or an
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his signature. The Secretary shall have the authority to
sign stock certificates and shall perform all duties usually vested in the
office of the secretary of a corporation and shall perform such other duties and
possess such other powers as the Board of Directors may from time to time
prescribe or as the Chief Executive Officer may from time to time delegate.

           5.16 ASSISTANT SECRETARIES. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors, shall in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe or as the Chief Executive Officer may from time to time delegate.

           5.17 TREASURER. The Treasurer shall be the chief accounting and
financial officer of the Corporation and shall have control of and shall be
responsible for all matters pertaining to the accounts and finances of the
Corporation. The Treasurer shall audit all payrolls and vouchers of

                                        12
<PAGE>

the Corporation and shall direct the manner of certifying the same; shall
supervise the manner of keeping all vouchers for payments by the Corporation
and all other documents relating to such payments; shall receive, audit and
consolidate all operating and financial statements of the Corporation and its
various departments, shall have supervision of the books of account of the
Corporation, their arrangement and classification, shall supervise the
accounting and auditing practices of the Corporation and shall have charge of
all matters relating to taxation. The Treasurer shall have the care and
custody of all monies, funds and securities of the Corporation; shall deposit
or cause to be deposited all such funds in and with such depositories as the
Board of Directors shall from time to time direct or as shall be selected in
accordance with procedures established by the Board of Directors; shall
advise upon all terms of credit granted by the Corporation; shall be
responsible for the collection of all its accounts and shall cause to be kept
full and accurate accounts of all receipts and disbursements of the
Corporation. The Treasurer shall have the power to endorse for deposit or
collection or otherwise all checks, drafts, notes, bills of exchange and
other commercial paper payable to the Corporation and to give proper receipts
or discharges for all payments to the Corporation. The Treasurer shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chief Executive Officer (and Chairman of the Board, if one is elected)
and the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the Corporation. If required by the Board of
Directors, the Treasurer shall give the Corporation a bond in such sum and
with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for
the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money, and
other property of whatever kind in his possession or under his control owned
by the Corporation. The Treasurer shall perform such other duties and have
such other authority and powers as to the Board of Directors may from time to
time prescribe or as the Chief Executive Officer may from time to time
delegate.

           5.18 ASSISTANT TREASURER. The Assistant Treasurer, or if there be
more than one, the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe or as the Chief Executive Officer may from time to time delegate.

ARTICLE 6

INDEMNIFICATION

           6.1 MANDATORY INDEMNIFICATION. Each person who was or is made a party
or is threatened to be made a party, or who was or is a witness without being
named a party, to any threatened, pending or completed action, claim, suit or
proceeding, whether civil, criminal, administrative or investigative, any appeal
in such an action, suit or proceeding, and any inquiry or investigation that
could lead to such an action, suit or proceeding (a "Proceeding"), by reason of
the fact that such individual is or was a Director or officer of the
Corporation, or while a Director or officer of the Cooperation is or was serving
at the request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
corporation, partnership, trust, employee benefit plan or other enterprise,
shall be

                                        13
<PAGE>

indemnified and held harmless by the Corporation from and against any
judgments, penalties (including excise taxes), fines, amounts paid in
settlement and reasonable expenses (including court costs and attorneys' fees)
actually incurred by such settlement and reasonable expenses (including court
costs and attorneys' fees) actually incurred by such person in connection with
such Proceeding if it is determined that he acted in good faith and reasonably
believed (i) in the case of conduct in his official capacity on behalf of the
Corporation that his conduct was in the Corporation's best interests, (ii) in
all other cases, that his conduct was not opposed to the best interests of the
Corporation, and (iii) with respect to any Proceeding which is a criminal
action, that he had no reasonable cause to believe his conduct was unlawful;
provided, however, that in the event a determination is made that such person
is liable to the Corporation or is found liable on the basis that personal
benefit was improperly received by such person, the indemnification is limited
to reasonable expenses actually incurred by such person in connection with the
Proceeding and shall not be made in respect of any Proceeding in which such
person shall have been found liable for willful or intentional misconduct in
the performance of his duty to the Corporation. The termination of any
Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself be determinative of whether
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 Proceeding which is a criminal action, had reasonable
cause to believe that his conduct was unlawful. A person shall be deemed to
have been found liable in respect of any claim, issue or matter only after the
person shall be been so adjudged by a court of competent jurisdiction after
exhaustion of all appeals therefrom.

           6.2 DETERMINATION OF INDEMNIFICATION. Any indemnification under the
foregoing Section 6.1 (unless ordered by a court of competent jurisdiction)
shall be made by the Corporation only upon a determination that
indemnification of such person is proper in the circumstances by virtue of the
fact that it shall have been determined that such person has met the
applicable standard of conduct. Such determination shall be made (1) by a
majority of a quorum consisting of Directors who at the time of the vote are
not named defendants or respondents in the Proceeding; (2) if such quorum
cannot be obtained, by a majority vote of a committee of the Board of
Directors, designated to act in the matter by a majority of all Directors,
consisting of two or more Directors who at the time of the vote are not named
defendants or respondents in the Proceeding; (3) by special legal counsel (in
a written opinion) selected by the Board of Directors or a committee of the
Board by a vote as set forth in Subsection (1) or (2) of this Section, or, if
such quorum cannot be established, by a majority vote of all Directors (in
which Directors who are named defendants or respondents in the Proceeding may
participate); or (4) by the stockholders of the Corporation in a vote that
excludes the shares held by Directors who are named defendants or respondents
in the Proceeding.

           6.3 ADVANCE OF EXPENSES. Reasonable expenses, including court costs
and attorneys' fees, incurred by a person who was or is a witness or who was or
is named as a defendant or respondent in a Proceeding, by reason of the fact
that such individual is or was a Director or officer of the Corporation, or
while a Director or officer of the Corporation is or was serving at the request
of the Corporation as a director, officer, partner, venturer, proprietor,
trustee, employee, agent or similar functionary of another corporation,
partnership, trust, employee benefit plan or other enterprise, shall be paid by
the Corporation at reasonable intervals in advance of the final disposition of
such Proceeding, and without the determination set forth in

                                        14

<PAGE>

Section 6.2, upon receipt by the Corporation of a written affirmation by such
person of his good faith belief that he has met the standard of conduct
necessary for indemnification under this Article 6, and a written undertaking
by or on behalf of such person to repay the amount paid or reimbursed by the
Corporation if it is ultimately determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article 6. Such written
undertaking shall be an unlimited obligation of such person and it may be
accepted without reference to financial ability to make repayment.

           6.4 PERMISSIVE INDEMNIFICATION. The Board of Directors of the
Corporation may authorize the Corporation to indemnify employees or agents of
the Corporation, and to advance the reasonable expenses of such persons, to
the same extent, following the same determinations and upon the same
conditions as are required for the indemnification of and advancement of
expenses to Directors and officers of the Corporation.

           6.5 NATURE OF INDEMNIFICATION. The indemnification and advancement
of expenses provided hereunder shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under the
Certificate of Incorporation, these Bylaws, any agreement, vote of stockholder
or disinterested Directors or otherwise, both as to actions taken in an
official capacity and as to actions taken in any other capacity while holding
such office, shall continue as to a person who has ceased to be a Director,
officer, employee or agent of the Corporation and shall inure to the benefit
of the heirs, executors and administrators of such person.

           6.6 INSURANCE. The Corporation shall have the power and authority
to purchase and maintain insurance or another arrangement on behalf of any
person who is or was a Director, officer, employee or agent of the
Corporation, or who is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary or another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan or other
enterprise, against any liability, claim, damage, loss or risk asserted
against such person and incurred by such person in any capacity or arising out
of the status of such person as such, irrespective of whether the Corporation
would have the power to indemnify and hold such person harmless against such
liability under the provisions hereof. If the insurance or other arrangement
is with a person or entity that is not regularly engaged in the business of
providing insurance coverage, the insurance or arrangement may provide for
payment of a liability with respect to which the Corporation would not have
the power to indemnify the person only if including coverage for the
additional liability has been approved by the stockholders of the Corporation.
Without limiting the power of the Corporation to procure or maintain any kind
of insurance or other arrangement, the Corporation may, for the benefit of
persons indemnified by the Corporation, (1) create a trust fund; (2) establish
any form of self-insurance; (3) secure its indemnity obligation by grant of a
security interest or other lien on the assets of the Corporation; or (4)
establish a letter of credit, guaranty, or surety arrangement. The insurance
or other arrangement may be procured, maintained, or established within the
Corporation or with any insurer or other person deemed appropriate by the
Board of Directors regardless of whether all or part of the stock or other
securities of the insurer or other person are owned in whole or in part by the
Corporation. In the absence of fraud, the judgment of the Board of Directors
as to the terms and conditions of the insurance or other arrangement and the
identity of the insurer or other person participating in the arrangement shall
be

                                        15
<PAGE>

conclusive and the insurance or arrangement shall not be voidable and shall
not subject the Directors approving the insurance or arrangement to liability,
on any ground, regardless of whether the Directors participating in the
approval is a beneficiary of the insurance or arrangement.

ARTICLE 7

STOCK CERTIFICATES AND TRANSFER REGULATIONS

           7.1 DESCRIPTION OF CERTIFICATES. The Shares of the capital stock of
the Corporation shall be represented by certificates in the form approved by
the Board of Directors and signed in the name of the Corporation by the
Chairman of the Board, the Chief Executive Officer, the Chief Operating
Officer, the President or a Vice President and the Secretary or an Assistant
Secretary of the Corporation, and sealed with the seal of the Corporation or a
facsimile thereof. Each certificate shall state on the face thereof the name
of the holder, the number and class of shares, the par value of shares covered
thereby or a statement that such shares are without par value, and such other
matters as are required by law. At such time as the Corporation may be
authorized to issue shares of more than one class, every certificate shall set
forth upon the face or back of such certificate a statement of the
designations, preferences, limitations and relative rights of the shares of
each class authorized to be issued, as required by the laws of the State of
Delaware, or may state that the Corporation will furnish a copy of such
statement without charge to the holder of such certificate upon receipt of a
written request therefor from such holder.

           7.2 ENTITLEMENT TO CERTIFICATES. Every holder of the capital stock
in the Corporation shall be entitled to have a certificate signed in the name
of the Corporation by the Chairman of the Board, the Chief Executive Officer,
the Chief Operating Officer, the President or a Vice President and the
Secretary or an Assistant Secretary of the Corporation, certifying the class
of capital stock and the number of shares represented thereby as owned or held
by such stockholder in the Corporation.

           7.3 SIGNATURES. The signatures of the Chairman of the Board, the
Chief Executive Officer, the Chief Operating Officer, the President, the Vice
President, the Secretary or the Assistant Secretary upon a certificate may be
facsimiles. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been placed upon any such certificate
or certificates, shall cease to serve as such officer or officers of the
corporation, whether because of death, resignation, removal or otherwise,
before such certificate or certificates are issued and delivered by the
Corporation, such certificate or certificates may nevertheless be adopted by
the Corporation and be issued and delivered with the same effect as though the
person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to
serve as such officer or officers of the Corporation.

           7.4 ISSUANCE OF CERTIFICATES. Certificates evidencing shares of its
capital stock (both treasury and authorized but unissued) may be issued for
such consideration (not less than par value, except for treasury shares which
may be issued for such consideration) and to such persons as the Board of
Directors may determine from time to time. Shares shall not be issued until
the full amount of the consideration, fixed as provided by law, has been paid.

                                        16
<PAGE>

           7.5 PAYMENT FOR SHARES. Consideration for the issuance of shares
shall be paid, valued and allocated as follows:

               (a) CONSIDERATION. The consideration for the issuance of shares
           shall consist of any tangible or intangible benefit to the
           Corporation, including cash, promissory notes, services performed,
           contracts for services to be performed, or other securities of the
           Corporation.

               (b) VALUATION. In the absence of fraud in the transaction, the
           determination of the Board of Directors as to the value of
           consideration received shall be conclusive.

               (c) EFFECT. When consideration, fixed as provided by law, has
           been paid, the shares shall be deemed to have been issued and shall
           be considered fully paid and nonassessable.

               (d) ALLOCATION OF CONSIDERATION. The consideration received for
           shares shall be allocated by the Board of Directors, in accordance
           with law, between the stated capital and capital surplus accounts.

           7.6 SUBSCRIPTIONS. Unless otherwise provided in the subscription
agreement, subscriptions of shares, whether made before or after organization
of the Corporation, shall be paid in full in such installments and at such
times as shall be determined by the Board of Directors. Any call made by the
Board of Directors for payment on subscriptions shall be uniform as to all
shares of the same class and series. In case of default in the payment of any
installment or call when payment is due, the Corporation may proceed to
collect the amount due in the same manner as any debt due to the Corporation.

           7.7 RECORD DATE. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, or entitled to receive a distribution by the Corporation
(other than a distribution involving a purchase or redemption by the
Corporation or any of its own shares) or a share dividend, or in order to make
a determination of stockholders for any other proper purpose, the Board of
Directors may fix a record date for any such determination of stockholders,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date
shall not be more than sixty (60) days, and in the case of a meeting of
stockholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of stockholders is to be taken.
If no record date is fixed for the determination of stockholders entitled to
notice of or to vote at a meeting of stockholders, or stockholders entitled to
receive a distribution (other than a distribution involving a purchase or
redemption by the Corporation of any of its own shares) or a share dividend,
the date before the date on which notice of the meeting is mailed or the date
on which the resolution of the Board of Directors declaring such distribution
or share dividend is adopted, as the case may be, shall be the record date for
such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this Section, such determination shall be applied to any adjournment thereof.

                                        17
<PAGE>

           7.8 REGISTERED OWNERS. Prior to due presentment for registration of
transfer of a certificate evidencing shares of the capital stock of the
Corporation in the manner set forth in Section 7.10 hereof, the Corporation
shall be entitled to recognize the person registered as the owner of such
shares on its books (or the books of its duly appointed transfer agent, as the
case may be) as the person exclusively entitled to vote, to receive notices
and dividends with respect to, and otherwise exercise all rights and powers
relative to such shares; and the Corporation shall not be bound or otherwise
obligated to recognize any claim, direct or indirect, legal or equitable, to
such shares by any other person, whether or not it shall have actual, express
or other notice thereof, except as otherwise provided by the laws of Delaware.

           7.9 LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation shall
issue a new certificate in place of any certificate for shares previously
issued if the registered owner of the certificate satisfies the following
conditions:

               (a) PROOF OF LOSS. Submits proof in affidavit form satisfactory
           to the Corporation that such certificate has been lost, destroyed or
           wrongfully taken;

               (b) TIMELY REQUEST. Requests the issuance of a new certificate
           before the Corporation has notice that the certificate has been
           acquired by a purchaser for value in good faith and without notice
           of an adverse claim;

               (c) BOND. Gives a bond in such form, and with such surety or
           sureties, with fixed or open penalty, as the Corporation may direct,
           to indemnify the Corporation (and its transfer agent and registrar,
           if any) against any claim that may be made or otherwise asserted by
           virtue of the alleged loss, destruction, or theft of such
           certificate or certificates; and

               (d) OTHER REQUIREMENTS. Satisfies any other reasonable
           requirements imposed by the Corporation.

           In the event a certificate has been lost, apparently destroyed or
wrongfully taken, and the registered owner of record fails to notify the
Corporation within a reasonable time after he has notice of such loss,
destruction, or wrongful taking, and the Corporation registers a transfer (in
the manner hereinbelow set forth) of the shares represented by the certificate
before receiving such notification, such prior registered owner of record
shall be precluded from making any claim against the Corporation for the
transfer required hereunder or for a new certificate.

           7.10 REGISTRATION OF TRANSFERS. Subject to the provisions hereof,
the Corporation shall register the transfer of a certificate evidencing shares
of its capital stock presented to it for transfer if:

               (a) ENDORSEMENT. Upon surrender of the certificate to the
           Corporation (or its transfer agent, as the case may be) for transfer,
           the certificate (or an appended stock power) is properly endorsed by
           the registered owner, or by his duly authorized legal representative
           or attorney-in-fact, with proper written evidence of the authority
           and appointment of such representative, if any, accompanying the
           certificate;

                                        18
<PAGE>

               (b) GUARANTY AND EFFECTIVENESS OF SIGNATURE. The signature of
           such registered owner or his legal representative or
           attorney-in-fact, as the case may be, has been guaranteed by a
           national banking association or member of the New York Stock
           Exchange, and reasonable assurance in a form satisfactory to the
           Corporation is given that such endorsements are genuine and
           effective;

               (c) ADVERSE CLAIMS. The Corporation has no notice of an adverse
           claim or has otherwise discharged any duty to inquire into such a
           claim;

               (d) COLLECTION OF TAXES. Any applicable law (local, state or
           federal) relating to the collection of taxes relative to the
           transaction has been complied with; and

               (e) ADDITIONAL REQUIREMENTS SATISFIED. Such additional
           conditions and documentation as the Corporation (or its transfer
           agent, as the case may be) shall reasonably require, including
           without limitation thereto, the delivery with the surrender of such
           stock certificate or certificates of proper evidence of succession,
           assignment or other authority to obtain transfer thereof, as the
           circumstances may require, and such legal opinions with reference to
           the requested transfer as shall be required by the Corporation (or
           its transfer agent) pursuant to the provisions of these Bylaws and
           applicable law, shall have been satisfied.

           7.11 RESTRICTIONS ON TRANSFER AND LEGENDS ON CERTIFICATES.

               (a) SHARES IN CLASSES OR SERIES. If the Corporation is
           authorized to issue shares of more than one class, the certificate
           shall set forth, either on the face or back of the certificate, a
           full or summary statement of all of the designations, preferences,
           limitations, and relative rights of the shares of each such class
           and, if the Corporation is authorized to issue any preferred or
           special class in series, the variations in the relative rights and
           preferences of the shares of each such series so far as the same
           have been fixed and determined, and the authority of the Board of
           Directors to fix and determine the relative rights and preferences
           of subsequent series. In lieu of providing such a statement in full
           on the certificate, a statement on the face or back of the
           certificate may provide that the Corporation will furnish such
           information to any stockholder without charge upon written request
           to the Corporation at its principal place of business or registered
           office and that copies of the information are on file in the office
           of the Secretary of State.

               (b) RESTRICTION ON TRANSFER. Any restrictions imposed by the
           Corporation on the sale or other disposition of its shares and on
           the transfer thereof must be copied at length or in summary form on
           the face, or so copied on the back and referred to on the face, of
           each certificate representing shares to which the restriction
           applies. The certificate may however state on the face or back that
           such a restriction exists pursuant to a specified document and that
           the Corporation will furnish a copy of the document to the holder of
           the certificate without charge upon written request to the
           Corporation at its principal place of business.

               (c) UNREGISTERED SECURITIES. Any security of the Corporation,
           including, among others, any certificate evidencing shares of the
           capital stock of the Corporation or

                                        19
<PAGE>

           warrants to purchase shares of capital stock of the Corporation,
           which is issued to any person without registration under the
           Securities Act of 1933, as amended, or the Blue Sky laws of any
           state, shall not be transferable until the Corporation has been
           furnished with a legal opinion of counsel with reference thereto,
           satisfactory in form and content to the Corporation and its counsel,
           to the effect that such sale, transfer or pledge does not involve a
           violation of the Securities Act of 1933, as amended, or the Blue Sky
           laws of any state having jurisdiction. The certificate representing
           the security shall bear substantially the following legend:

              THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
              REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
              APPLICABLE STATE SECURITIES LAW BUT HAVE BEEN ACQUIRED FOR THE
              PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED,
              SOLD OR TRANSFERRED UNTIL EITHER (i) A REGISTRATION STATEMENT
              UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
              LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) THE
              CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL ACCEPTABLE
              TO THE CORPORATION AND ITS COUNSEL THAT REGISTRATION UNDER SUCH
              SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT
              REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER.

ARTICLE 8

GENERAL PROVISIONS

           8.1 DIVIDENDS. Subject to the provisions of the General Corporation
Law of Delaware, as amended, and the Certificate of Incorporation, dividends
of the Corporation shall be declared and paid pursuant to the following
regulations:

               (a) DECLARATION AND PAYMENT. Dividends on the issued and
           outstanding shares of capital stock of the Corporation may be
           declared by the Board of Directors at any regular or special
           meeting and may be paid in cash, in property, or in shares of
           capital stock. Such declaration and payment shall be at the
           discretion of the Board of Directors.

               (b) RECORD DATE. The Board of Directors may fix in advance a
           record date for the purpose of determining stockholders entitled to
           receive payment of any dividend, such record date to be not more
           than sixty (60) days prior to the payment date of such dividend, or
           the Board of Directors may close the stock transfer books for such
           purpose for a period of not more than sixty (60) days prior to the
           payment date of such dividend. In the absence of action by the
           Board of Directors, the date upon which the Board of Directors
           adopts the resolution declaring such dividend shall be the record
           date.

           8.2 RESERVES. There may be created by resolution of the Board of
Directors out of the surplus of the Corporation such reserve or reserves as
the Board of Directors from time to time, in its discretion, think proper to
provide for contingencies, or to repair or maintain any

                                        20
<PAGE>

property of the Corporation, or for such other purposes as the Board of
Directors shall think beneficial to the Corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.

           8.3 BOOKS AND RECORDS. The Corporation shall maintain correct and
complete books and records of account and shall prepare and maintain minutes
of the proceedings of its stockholders, its Board of Directors and each
committee of its Board of Directors. The Corporation shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of original issuance of shares issued by
the Corporation and a record of each transfer of those shares that have been
presented to the Corporation for registration or transfer. Such records shall
contain the names and addresses of all past and present stockholders and the
number and class of the shares issued by the Corporation held by each.

           8.4 ANNUAL STATEMENT. The Board of Directors shall present at or
before each annual meeting of stockholders a full and clear statement of the
business and financial condition of the Corporation, including a reasonably
detailed balance sheet and income statement under current date.

           8.5 CONTRACTS AND NEGOTIABLE INSTRUMENTS. Except as otherwise
provided by law or these Bylaws, any contract or other instrument relative to
the business of the Corporation may be executed and delivered in the name of
the Corporation and on its behalf by the Chairman of the Board, the Chief
Executive Officer, the Chief Operating Officer or the President of the
Corporation. The Board of Directors may authorize any other officer or agent
of the Corporation to enter into any contract or execute and deliver any
contract in the name and on behalf of the Corporation, and such authority may
be general or confined to specific instances as the Board of Directors may
determine by resolution. All bills, notes, checks or other instruments for the
payment of money shall be signed or countersigned by such officer, officers,
agent or agents and in such manner as are permitted by these Bylaws and/or as,
from time to time, may be prescribed by resolution of the Board of Directors.
Unless authorized to do so by these Bylaws or by the Board of Directors, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement, or to pledge its credit, or to
render it liable pecuniarily for any purpose or to any amount.

           8.6 FISCAL YEAR. The fiscal year of the Corporation shall be the
calendar year.

           8.7 CORPORATE SEAL. The Corporation seal shall be in such form as
may be determined by the Board of Directors. The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.

           8.8 RESIGNATIONS. Any Director, officer or agent may resign his
office or position with the Corporation by delivering written notice thereof
to the Chairman of the Board, the Chief Executive Officer, the Chief Operating
Officer, the President or the Secretary. Such resignation shall be effective
at the time specified therein, or immediately upon delivery if no time is
specified. Unless otherwise specified therein, an acceptance of such
resignation shall not be a necessary prerequisite of its effectiveness.

                                        21
<PAGE>

           8.9 AMENDMENT OF BYLAWS. These Bylaws may be altered, amended, or
repealed and new Bylaws adopted at any meeting of the Board of Directors or
stockholders at which a quorum is present, by the affirmative vote of a
majority of the Directors or stockholders, as the case may be, present at such
meeting, provided notice of the proposed alteration, amendment, or repeal be
contained in the notice of such meeting.

           8.10 CONSTRUCTION. Whenever the context so requires herein, the
masculine shall include the feminine and neuter, and the singular shall
include the plural, and conversely. If any portion or provision of these
Bylaws shall be held invalid or inoperative, then, so far as is reasonable and
possible: (1) the remainder of these Bylaws shall be considered valid and
operative, and (2) effect shall be given to the intent manifested by the
portion or provision held invalid or inoperative.

           8.11 TELEPHONE MEETINGS. Stockholders, Directors or members of any
committee may hold any meeting of such stockholders, Directors or committee by
means of conference telephone or similar communications equipment which
permits all persons participating in the meeting to hear each other and
actions taken at such meetings shall have the same force and effect as if
taken at a meeting at which persons were present and voting in person. The
Secretary of the Corporation shall prepare a memorandum of the action taken at
any such telephonic meeting.

           8.12 TABLE OF CONTENTS; CAPTIONS. The table of contents and
captions used in these Bylaws have been inserted for administrative
convenience only and do not constitute matter to be construed in
interpretation.

               IN DUE CERTIFICATION WHEREOF, the undersigned, being the
Secretary of INTRUSION.COM, INC., confirms the adoption and approval of the
foregoing restated Bylaws, effective as of the 1st day of June 2000.


                                                /s/    JAY R. WIDDIG
                                        ---------------------------------------
                                        Jay R. Widdig, SECRETARY


                                        22