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                                                                     Exhibit 3.3



                                     BY-LAWS
                                       OF
                            AMERICA'S HOME PAGE, INC.

                                    ARTICLE I
                              STOCKHOLDERS MEETINGS

      Section 1.1 ANNUAL MEETINGS. An annual meeting of stockholders shall be
held for the election of directors at such date, time and place as may be fixed
by resolution of the Board of Directors from time to time.

      Section 1.2 SPECIAL MEETINGS. Special meetings of stockholders for any
purpose or purposes may be called at any time only by the Chairman of the Board,
if any, the President, or by a majority of the Board of Directors then in
office, and by no other person. The business transacted at a special meeting of
stockholders shall be limited to the purpose or purposes for which such meeting
is called, except as otherwise determined by the Board of Directors or the
chairman of the meeting.

      Section 1.3 NOTICE OF MEETINGS. A written notice of each annual or special
meeting of stockholders shall be given stating the place, date and time of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by law, the Certificate
of Incorporation or these By-laws, as such may be amended or restated from time
to time, such notice of meeting shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be given when deposited in the mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation.

      Section 1.4 ADJOURNMENTS. Any annual or special meeting of stockholders
may be adjourned from time to time to reconvene at the same or some other place,
and notice need not be given of any such adjourned meeting if the date, time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting any business may be transacted which might have been
transacted at the original meeting. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the adjourned meeting in accordance with Section 1.3.

      Section 1.5 QUORUM. Except as otherwise provided by law, the Certificate
of Incorporation or these By-laws, as such may be amended or restated from time
to time, the presence in person or by proxy of the holders of stock having a
majority of the votes which could be cast by the holders of all outstanding
stock entitled to vote at the meeting shall constitute a quorum at each meeting
of stockholders. In the absence of a quorum, the stockholders so present may, by
the affirmative vote of the holders of stock having a majority of the votes
which could be cast by all 
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such holders, adjourn the meeting from time to time in the manner provided in
Section 1.4 of these By-laws until a quorum is present. If a quorum is present
when a meeting is convened, the subsequent withdrawal of stockholders, even
though less than a quorum remains, shall not affect the ability of the remaining
stockholders lawfully to transact business.

      Section 1.6 ORGANIZATION. Meetings of stockholders shall be presided over
by the Chairman of the Board, if any, or if there is none or in his or her
absence, by the Vice Chairman of the Board, if any, or if there is none or in
his or her absence by the President, or in his or her absence, 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 or her absence, the chairman of the meeting may appoint any
person to act as secretary of the meeting.

      Section 1.7 VOTING.

      (a) Except as otherwise provided by the Certificate of Incorporation, as
such may be amended or restated from time to time, each stockholder entitled to
vote at any meeting of stockholders shall be entitled to one vote for each share
of stock held by such stockholder which has voting power on the matter in
question.

      (b) Voting at meetings of stockholders need not be by written ballot and
need not be conducted by inspectors of election unless so required by Section
1.9 of these By-laws or so determined by the holders of stock having a majority
of the votes which could be cast by the holders of all outstanding stock
entitled to vote which are present in person or by proxy at such meeting. Unless
otherwise provided in the Certificate of Incorporation, as such may be amended
or restated from time to time, directors shall be elected by a plurality of the
votes cast in the election of directors. Each other question shall, unless
otherwise provided by law, the Certificate of Incorporation or these By-laws, as
such may be amended or restated from time to time, be decided by the vote of the
holders of stock having a majority of the votes which could be cast by the
holders of all stock entitled to vote on such question which are present in
person or by proxy at the meeting.

      (c) Stock of the Corporation standing in the name of another corporation
and entitled to vote may be voted by such officer, agent or proxy as the by-laws
or other internal regulations of such other corporation may prescribe or, in the
absence of such provision, as the board of directors or comparable body of such
other corporation may determine.

      (d) Stock of the Corporation standing in the name of a deceased person, a
minor, an incompetent or a debtor in a case under Title 11, United States Code,
and entitled to vote may be voted by an administrator, executor, guardian,
conservator, debtor-in-possession or trustee, as the case may be, either in
person or by proxy, without transfer of such shares into the name of the
official or other person so voting.

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      (e) A stockholder whose voting stock of the Corporation is pledged shall
be entitled to vote such stock unless on the transfer records of the Corporation
the pledgor has expressly empowered the pledgee to vote such shares, in which
case only the pledgee, or such pledgee's proxy, may represent such shares and
vote thereon.

      (f) If voting stock is held of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or otherwise, or if two or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect: (i) if only
one votes, such act binds all; (ii) if more than one vote, the act of the
majority so voting binds all; and (iii) if more than one votes, but the vote is
evenly split on any particular matter each faction may vote such stock
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to the Court of Chancery of the State of Delaware or such other court as
may have jurisdiction to appoint an additional person to act with the persons so
voting the stock, which shall then be voted as determined by a majority of such
persons and the person appointed by the Court. If the instrument so filed shows
that any such tenancy is held in unequal interests, a majority or even split for
the purpose of this subsection shall be a majority or even split in interest.

      (g) Stock of the Corporation belonging to the Corporation, or to another
corporation a majority of the shares entitled to vote in the election of
directors of which are held by the Corporation, shall not be voted at any
meeting of stockholders and shall not be counted in the total number of
outstanding shares for the purpose of determining whether a quorum is present.
Nothing in the Section 1.7 shall limit the right of the Corporation to vote
shares of stock of the Corporation held by it in a fiduciary capacity.

      Section 1.8 PROXIES.

      (a) Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for such stockholder by proxy filed
with the Secretary before or at the time of the meeting. No such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing with the Secretary an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date.

      (b) A stockholder may authorize another person or persons to act for such
stockholder as proxy (i) by executing a writing authorizing such person or
persons to act as such, which execution may be accomplished by such stockholder
or such stockholder's authorized officer, director, partner, employee or agent
(or, if the stock is held in a trust or estate, by a trustee, executor or
administrator thereof) signing such writing or causing his or her signature to
be

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affixed to such writing by any reasonable means, including, but not limited to,
facsimile signature, or (ii) by transmitting or authorizing the transmission of
a telegram, cablegram, electronic mail message or other means of electronic
transmission (a "Transmission") to the person who will be the holder of the
proxy or to a proxy solicitation firm, proxy support service organization or
like agent duly authorized by the person who will be the holder of the proxy to
receive such Transmission; provided that any such Transmission must either set
forth or be submitted with information from which it can be determined that such
Transmission was authorized by such stockholder.

      (c) Any inspector or inspectors appointed pursuant to Section 1.9 of these
By-laws shall examine Transmissions to determine if they are valid. If no
inspector or inspectors are so appointed, the Secretary or such other person or
persons as shall be appointed from time to time by the Board of Directors shall
examine Transmissions to determine if they are valid. If it is determined a
Transmission is valid, the person or persons making that determination shall
specify the information upon which such person or persons relied. Any copy,
facsimile telecommunication or other reliable reproduction of such a writing or
Transmission may be substituted or used in lieu of the original writing or
Transmission for any and all purposes for which the original writing or
Transmission could be used; provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or Transmission.

      Section 1.9 VOTING PROCEDURES AND INSPECTORS OF ELECTIONS.

      (a) If the Corporation has a class of voting stock that is (i) listed on a
national securities exchange, (ii) authorized for quotation on an interdealer
quotation system of a registered national securities association or (iii) held
of record by more than 2,000 stockholders, the Board of Directors shall, in
advance of any meeting of stockholders, appoint one or more inspectors
(individually an "Inspector," and collectively the "Inspectors") to act at such
meeting and make a written report thereof. The Board of Directors may designate
one or more persons as alternate Inspectors to replace any Inspector who shall
fail to act. If no Inspector or alternate is able to act at such meeting, the
chairman of the meeting shall appoint one or more other persons to act as
Inspectors. Each Inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
Inspector with strict impartiality and according to the best of his or her
ability.

      (b) The Inspectors shall (i) ascertain the number of shares of stock of
the Corporation outstanding and the voting power of each, (ii) determine the
number of shares of stock of the Corporation present in person or by proxy at
such meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the Inspectors and
(v) certify their determination of the number of such shares present in person
or by proxy at such meeting and their count of all votes and ballots. The
Inspectors may appoint or retain other persons or entities to assist them in the
performance of their duties.

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      (c) The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
such meeting. No ballots, proxies or votes, nor any revocations thereof or
changes thereto, shall be accepted by the Inspectors after the closing of the
polls unless the Court of Chancery of the State of Delaware upon application by
any stockholder shall determine otherwise.

      (d) In determining the validity and counting of proxies and ballots, the
Inspectors shall be limited to an examination of the proxies, any envelopes
submitted with such proxies, any information referred to in paragraphs (b) and
(c) of Section 1.8 of these By-laws, ballots and the regular books and records
of the Corporation, except that the Inspectors may consider other reliable
information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks, brokers, their nominees or similar persons which
represent more votes than the holder of a proxy is authorized by a stockholder
of record to cast or more votes than such stockholder holds of record. If the
Inspectors consider other reliable information for the limited purpose permitted
herein, the Inspectors, at the time they make their certification pursuant to
paragraph (b) of this Section 1.9, shall specify the precise information
considered by them, including the person or persons from whom such information
was obtained, when and the means by which such information was obtained and the
basis for the Inspectors' belief that such information is accurate and reliable.

      Section 1.10 FIXING DATE OF DETERMINATION OF STOCKHOLDERS OF RECORD.

      (a) In order that the Corporation may determine the stockholders entitled
(i) to notice of or to vote at any meeting of stockholders or any adjournment
thereof, (ii) to receive payment of any dividend or other distribution or
allotment of any rights, (iii) to exercise any rights in respect of any change,
conversion or exchange of stock or (iv) to take, receive or participate in any
other action, the Board of Directors may fix a record date, which shall not be
earlier than the date upon which the resolution fixing the record date is
adopted by the Board of Directors and which (1) in the case of a determination
of stockholders entitled to notice of or to vote at any meeting of stockholders
or adjournment thereof, shall, unless otherwise required by law, be not more
than sixty (60) nor less than ten (10) days before the date of such meeting; (2)
in the case of a determination of stockholders entitled to express consent to
corporate action in writing without a meeting, shall be not more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors; and (3) in the case of any other action, shall be not
more than sixty (60) days before such action.

      (b) If no record date is fixed, (i) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; and (ii) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

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      (c) 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,
but the Board of Directors may fix a new record date for the adjourned meeting.

      Section 1.11 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Secretary shall
prepare, 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 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 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.

      Section 1.12 STOCKHOLDER PROPOSALS AND BOARD NOMINATIONS.

      (a) At any annual meeting of the Corporation's stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (iii) otherwise
properly brought before the meeting by a stockholder in accordance with these
By-laws. Business may be properly brought before an annual meeting by a
stockholder only if written notice of the stockholder's intent to propose such
business has been delivered, either by personal delivery, United States mail,
first class postage prepaid, or other similar means, to the Secretary of the
Corporation not later than 90 calendar days in advance of the anniversary date
of the release of the Corporation's proxy statement to stockholders in
connection with the preceding year's annual meeting of stockholders, except that
if no annual meeting was held in the previous year or the date of the annual
meeting has been changed by more than 30 calendar days from the anniversary of
the annual meeting date stated in the previous year's proxy statement, a
stockholder proposal shall be received by the Corporation a reasonable time
before the solicitation is made.

      (b) Each notice of new business must set forth: (i) the name and address
of the stockholder who intends to raise the new business; (ii) the business
desired to be brought forth at the meeting and the reasons for conducting such
business at the meeting; (iii) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote with respect to such
business and intends to appear in person or by proxy at the meeting to move the
consideration of such business; (iv) such stockholder's total beneficial
ownership of the Corporation's voting stock; and (v) such stockholder's interest
in such business. The chairman of the meeting may refuse to acknowledge a motion
to consider any business that he determines was not made in 

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compliance with the foregoing procedures.

      (c) An adjourned meeting, if notice of the adjourned meeting is not
required to be given to stockholders, shall be regarded as a continuation of the
original meeting, and any notice of new business must have met the foregoing
requirements as of the date of the original meeting. In the event of an
adjourned meeting where notice of the adjourned meeting is required to be given
to stockholders, any notice of new business made by a stockholder with respect
to the adjourned meeting must meet the foregoing requirements based upon the
date on which notice of the date of the adjourned meeting was given.

      (d) Nominations for the election of directors may be made by the Board of
Directors or a committee appointed by the Board of Directors or by any
stockholder entitled to vote in the election of directors generally. However,
any stockholder entitled to vote in the election of directors may nominate one
or more persons for election as director(s) at a meeting only if written notice
of such stockholder's intent to make such nomination or nominations has been
delivered, either by personal delivery, United States mail, first class postage
prepaid, or other similar means, to the Secretary of the Corporation not later
than (i) with respect to an election to be held at an annual meeting of
stockholders, 90 calendar days in advance of the anniversary date of the release
of the Corporation's proxy statement to stockholders in connection with the
preceding year's annual meeting of stockholders, except that if no annual
meeting was held in the previous year or the date of the annual meeting has been
changed by more than 30 calendar days from the anniversary of the annual meeting
date stated in the previous year's proxy statement, a nominee proposal shall be
received by the Corporation a reasonable time before the solicitation is made,
and (ii) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the 10th
day following the date on which notice of such meeting is first given to
stockholders.

      (e) Each such notice shall set forth: (i) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (ii) a representation that the stockholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (iii) 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 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, by the Board of Directors; and (v) the consent of each nominee
to serve as a director of the Corporation if so elected.

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                                   ARTICLE II
                               BOARD OF DIRECTORS

      Section 2.1 NUMBER. The Board of Directors shall initially consist of
three (3) directors as may be adjusted from time to time by resolution of the
Board of Directors.

      Section 2.2 ELECTION; RESIGNATION; VACANCIES.

      (a) Directors shall be elected at each annual meeting of stockholders at
which their term of office expires. Directors shall each hold office until the
annual meeting of stockholders at which their term of office expires and the
election and qualification of his or her successor, or until his or her earlier
death, resignation or removal.

      (b) Any director may resign at any time by giving written notice to the
Chairman of the Board, if any, the President or the Secretary. Unless otherwise
stated in a notice of resignation, it shall take effect when received by the
officer to whom it is directed, without any need for its acceptance.

      (c) Any newly created directorship or any vacancy occurring in the Board
of Directors for any reason may be filled by a majority of the remaining
directors, although less than a quorum, or by a plurality of the votes cast in
the election of directors at a meeting of stockholders. Each director elected to
replace a former director shall hold office until the expiration of the term of
office of the director whom he or she has replaced and the election and
qualification of his or her successor, or until his or her earlier death,
resignation or removal. A director elected to fill a newly created directorship
shall serve until the next annual meeting of the stockholders and the election
and qualification of his or her successor, or until his or her earlier death,
resignation or removal.

      (d) The directors may elect a Chairman and/or Vice Chairman from time
to time to serve until such time as a majority of the directors select a
replacement for either or both of them. When present, the Chairman shall
preside at all meetings of the stockholders and of the Board of Directors. In
his absence, the Vice Chairman shall so preside.

      Section 2.3 REGULAR MEETINGS. A regular annual meeting of the Board of
Directors shall be held, without call or notice, immediately after and at the
same place as the annual meeting of stockholders, for the purpose of organizing
the Board of Directors, electing officers and transacting any other business
that may properly come before such meeting. Additional regular meetings of the
Board of Directors may be held without call or notice at such times as shall be
fixed by resolution of the Board of Directors.

      Section 2.4 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if any, the President, the
Secretary, or by a majority of the Board of Directors then in office. Notice of
a special meeting of the Board of Directors shall be given by the person or
persons calling the meeting at least twenty-four (24) hours before the special
meeting. The purpose or purposes of a special meeting need not be stated in the
call or notice.

      Section 2.5 ORGANIZATION. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or if there is none or in
his or her absence, by the Vice Chairman

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of the Board, if any, or if there is none or in his or her absence, by the
President, or in his or her absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting. A majority of the directors present at a meeting, whether or not they
constitute a quorum, may adjourn such meeting to any other date, time or place
without notice other than announcement at the meeting.

      Section 2.6 QUORUM; VOTE REQUIRED FOR ACTION. At all meetings of the Board
of Directors a majority of the Board of Directors then in office shall
constitute a quorum for the transaction of business. Unless the Certificate of
Incorporation or these By-laws, as such may be amended or restated from time to
time, otherwise provide, the vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.

      Section 2.7 COMPENSATION COMMITTEE. Two or more directors of the
Corporation shall be appointed by the Board of Directors to act as a
Compensation Committee, each of whom shall be a director who is not an employee
of the Corporation or any subsidiary thereof. The Compensation Committee shall
have the power and authority to set the compensation of the officers and other
employees and agents of the Company and shall possess the power and authority to
act with respect to the compensation, option and other benefit plans of the
Corporation. The Compensation Committee shall also recommend fees to be paid to
members of the Board of Directors for services to the Corporation.

      Section 2.8 AUDIT COMMITTEE. Two or more directors of the Corporation
shall be appointed by the Board of Directors to act as an Audit Committee, each
of whom shall be a director who is not an employee of the Corporation or any
subsidiary thereof. The Audit Committee shall have general oversight
responsibility with respect to the Corporation's financial reporting. In
performing its oversight responsibility, the Audit Committee shall make
recommendations to the Board of Directors as to the selection, retention, or
change in the independent accountants of the Corporation, review with the
independent accountants the scope of their examination and other matters
(relating to both audit and non-audit activities), and review generally the
internal auditing procedures of the Corporation. In undertaking the foregoing
responsibilities, the Audit Committee shall have unrestricted access, if
necessary, to the Corporation's personnel and documents and shall be provided
with the resources and assistance necessary to discharge its responsibilities,
including periodic reports from management assessing the impact of regulation,
accounting, and reporting of other significant matters that may affect the
Corporation. The Audit Committee shall review the financial reporting and
adequacy of internal controls of the Corporation, consult with the internal
auditors and certified public accountants, and from time to time, but not less
than annually, report to the Board of Directors.

      Section 2.9 OTHER COMMITTEES. The Board of Directors may from time to
time, in its discretion, by resolution passed by a majority of the Board of
Directors, designate other committees of the Board of Directors consisting of
such number of directors as the Board of 

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Directors shall determine, which shall have and may exercise such lawfully
delegable powers and duties of the Board of Directors as shall be conferred or
authorized by such resolution. The Board of Directors shall have the power to
change at any time the members of any such committee, to fill vacancies and to
dissolve any such committee.

      Section 2.10 ALTERNATES. The Board of Directors may from time to time
designate from among the directors alternates to serve on any committee of the
Board of Directors to replace any absent or disqualified member at any meeting
of such committee. Whenever a quorum cannot be secured for any meeting of any
committee from among the regular members thereof and designated alternates, the
member or members of such committee present at such meeting and not disqualified
from voting, whether or not constituting a quorum, may unanimously appoint
another director to act at such meeting in place of any absent or disqualified
member.

      Section 2.11 QUORUM AND MANNER OF ACTING--COMMITTEES. A majority of the
members of any committee of the Board of Directors shall constitute a quorum for
the transaction of business at any meeting of such committee, and the act of a
majority of the members present at any meeting at which a quorum is present
shall be the act of such committee.

      Section 2.12 COMMITTEE CHAIRMAN, BOOKS AND RECORDS, ETC. The chairman of
each committee of the Board of Directors shall be selected from among the
members of such committee by the Board of Directors.

      Each committee shall keep a record of its acts and proceedings, and all
actions of each committee shall be reported to the Board of Directors when
required.

      Each committee shall fix its own rules of procedure not inconsistent with
these By-laws or the resolution of the Board of Directors designating such
committee and shall meet at such times and places and upon such call or notice
as shall be provided by such rules.

      Section 2.13 TELEPHONIC MEETINGS. Directors, or any committee of directors
designated by the Board of Directors, may participate in a meeting of the Board
of Directors or such 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 participation in a meeting pursuant to this
Section 2.13 shall constitute presence in person at such meeting.

      Section 2.14 INFORMAL ACTION BY DIRECTORS. Unless otherwise restricted by
the Certificate of Incorporation or these By-laws, as such may be amended or
restated from time to time, 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 then in office of the Board of Directors or
such committee, as the case may be, consent thereto in writing (which may be in
counterparts), and the written consent or consents are filed with the minutes of
proceedings of the Board of Directors or such committee.

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      Section 2.15 RELIANCE UPON RECORDS. Every director, and every member of
any committee of the Board of Directors, shall, in the performance of his or her
duties, be fully protected in relying in good faith upon the records of the
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees, or committees of the
Board of Directors, or by any other person as to matters the director or member
reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Corporation, including, but not limited to, such records, information, opinions,
reports or statements as to the value and amount of the assets, liabilities
and/or net profits of the Corporation, or any other facts pertinent to the
existence and amount of surplus or other funds from which dividends might
properly be declared and paid, or with which the Corporation's capital stock
might properly be purchased or redeemed.

      Section 2.16 INTERESTED DIRECTORS. A director who is directly or
indirectly a party to a contract or transaction with the Corporation, or is a
director or officer of or has a financial interest in any other corporation,
partnership, association or other organization which is a party to a contract or
transaction with the Corporation, may be counted in determining whether a quorum
is present at any meeting of the Board of Directors or a committee thereof at
which such contract or transaction is considered or authorized, and such
director may participate in such meeting and vote on such authorization to the
extent permitted by applicable law, including Section 144 of the General
Corporation Law of the State of Delaware.

      Section 2.17 COMPENSATION. Unless otherwise restricted by the Certificate
of Incorporation, as such may be amended or restated from time to time, the
Board of Directors shall have the authority to fix the compensation of
directors. The directors shall be paid their reasonable expenses, if any, of
attendance at each meeting of the Board of Directors or a committee thereof and
may be paid a fixed sum for attendance at each such meeting and an annual
retainer or salary for services as a director or committee member. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

      Section 2.18 PRESUMPTION OF ASSENT. Unless otherwise provided by the laws
of the State of Delaware, a director who is present at a meeting of the Board of
Directors or a committee thereof at which action is taken on any matter shall be
presumed to have assented to the action taken unless his or her dissent shall be
entered in the minutes of such meeting or unless he or she shall file his or her
written dissent to such action with the person acting as secretary of such
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary immediately after the adjournment of such
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.

                                       11
<PAGE>   12
                                   ARTICLE III
                                    OFFICERS

     Section 3.1 NUMBER AND DESIGNATION. The officers of the Corporation shall
be a Chairman of the Board, a President, and Chief Executive officer one or more
Vice Presidents, a Secretary and a Treasurer, and such Assistant Secretaries,
Assistant Treasurers or other officers or agents as may be elected or appointed
by the Board of Directors. Any two or more offices may be held by the same
person unless the Certificate of Incorporation or these By-laws, as such may be
amended or restated from time to time, provide otherwise.

      Section 3.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after the election of directors. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Vacancies may be filled or new offices created
and filled at any meeting of the Board of Directors. Each officer shall hold
office until his or her successor shall have been duly elected and shall have
qualified or until his or her earlier death, resignation or removal.

      Section 3.3 REMOVAL AND RESIGNATION. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever in its judgment the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Any officer or agent may resign at any time by
giving written notice to the Board of Directors, to the Chairman of the Board or
to the Secretary. Any such resignation shall take effect at the time of receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, acceptance of such resignation shall not be necessary to make
it effective.

      Section 3.4 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.

     Section 3.5 CHAIRMAN OF THE BOARD. The President and Chief Executive
officer shall be the chief executive officer of the Corporation and shall in
general supervise and control all of the business and affairs of the
Corporation. The President and Chief Executive Officer may execute, alone or
with the Secretary or any other officer of the Corporation authorized by the
Board of Directors, any deeds, mortgages, bonds, contracts or other instruments
which the Board of Directors or a committee thereof has authorized to be
executed, except in cases where the execution thereof shall be expressly
delegated by the Board of Directors or a committee thereof or by these By-laws
to some other officer or agent of the Corporation, or shall be required by law
to be otherwise executed, and in general he or she shall perform all duties
incident to the office of President and Chief Executive Officer and such other
duties as from time to time may be prescribed by the Board of Directors or a
committee thereof. In the absence of the Chairman or Vice Chairman, he or she
shall preside at all meetings of the stockholders and of the Board of Directors.

                                       12
<PAGE>   13
      Section 3.6 President. The President shall (if different from the Chairman
of the Board) be the chief operating officer of the Corporation, second only to
the Chairman of the Board and Vice Chairman of the Board. In the absence of the
Chairman of the Board and Vice Chairman of the Board or in the event of their
inability to act as Chairman of the Board or Vice Chairman of the Board, the
President shall perform the duties of the Chairman of the Board and, when so
acting, shall have all the powers of, and be subject to all the restrictions
placed upon the Chairman of the Board. He or she may execute, alone or with the
Secretary or any other officer of the Corporation authorized by the Board of
Directors, any deeds, mortgages, bonds, contracts or other instruments which the
Board of Directors or a committee thereof has authorized to be executed, except
in cases where the execution thereof shall be expressly delegated by the Board
of Directors or a committee thereof or by these By-laws to some other officer or
agent of the Corporation, or shall be required by law to be otherwise executed,
and in general he or she shall perform all duties incident to the office of
President and such other duties as from time to time may be prescribed by the
Chairman of the Board, the Board of Directors or a committee thereof.

      Section 3.7 The Vice Presidents. In the absence of the President or in the
event of his or her inability to act, the Vice President (or in the event there
shall be more than one Vice President, the Vice Presidents in the order
determined by the Board of Directors or, if there shall have been no such
determination, then in the order of their election) shall perform the duties of
the President and, when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. The Board of Directors may also
designate certain Vice Presidents as being in charge of designated divisions,
plants or functions of the Corporation's business and add appropriate
descriptions to their titles. In addition, any Vice President shall perform such
duties as from time to time may be assigned to him or her by the Chairman of the
Board, the President or the Board of Directors.

      Section 3.8 The Secretary. The Secretary shall (a) keep the minutes of
proceedings of the stockholders, the Board of Directors and any committee of the
Board of Directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these By-laws or
as required by law; (c) be custodian of the corporate records and of the seal of
the Corporation; (d) affix the seal of the Corporation or a facsimile thereof,
or cause it to be affixed, and, when so affixed, attest the seal by his or her
signature, to all certificates for shares of capital stock of the Corporation
prior to the issue thereof and to all other documents the execution of which on
behalf of the Corporation under its seal is duly authorized by the Board of
Directors or otherwise in accordance with the provisions of these By-laws; (e)
keep a register of the post office address of each stockholder, director or
committee member, which shall be furnished to the Secretary by such stockholder,
director or member; (f) have general charge of the

                                       13
<PAGE>   14
stock transfer books of the Corporation; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him or her by the Chairman of the Board, the President or the
Board of Directors.

      Section 3.9 THE TREASURER. The Treasurer shall have charge and custody of
and be responsible for all funds and securities of the Corporation, receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article IV of these By-laws, disburse the funds of the
Corporation as ordered by the Board of Directors or the Chairman of the Board or
as otherwise required in the conduct of the business of the Corporation and
render to the Chairman of the Board, President or the Board of Directors, upon
request, an accounting of all his or her transactions as Treasurer and a report
on the financial condition of the Corporation. The Treasurer shall in general
perform all the duties incident to the office of Treasurer and such other duties
as from time to time may be assigned to him or her by the Chairman of the Board,
President or the Board of Directors.

      Section 3.10 ASSISTANT TREASURERS AND SECRETARIES. In the absence of the
Secretary or the Treasurer, as the case may be, or in the event of his or her
inability to act, the Assistant Secretaries and the Assistant Treasurers,
respectively, in the order determined by the Board of Directors (or if there
shall have been no such determination, then in the order of their election),
shall perform the duties and exercise the powers of the Secretary or the
Treasurer, as the case may be. In addition, the Assistant Secretaries and the
Assistant Treasurers shall, in general, perform such duties as may be assigned
to them by the Chairman of the Board, the President, the Secretary, the
Treasurer or the Board of Directors.

      Section 3.11 SALARIES. The salaries of the officers and agents of the
Corporation shall be fixed from time to time by the Board of Directors or by
such officer as it shall designate for such purpose. No officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a director of the Corporation.

      Section 3.12 APPOINTMENTS. In addition to the elected officers described
above, the Chairman of the Board may from time to time designate persons to be
appointed Vice Presidents or bear such other title or titles as the Chairman of
the Board shall specify. The powers and duties of each such appointed person
shall be as prescribed by the Chairman of the Board from time to time. Such
appointed persons shall not be deemed elected or executive officers of the
Corporation. Each such appointed person shall serve until the successor thereof
is appointed or until the earlier resignation or removal of such appointed
person.

                                       14
<PAGE>   15
                                   ARTICLE IV
                        STOCK CERTIFICATES AND TRANSFERS

      Section 4.1 CERTIFICATE. Every holder of stock shall be entitled to have a
certificate signed by or in the name of the Corporation by the Chairman of the
Board, if any, or the President or a Vice President, and by the Secretary or an
Assistant Secretary, of the Corporation, certifying the number of shares owned
by such stockholder in the Corporation. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such officer, transfer agent, or registrar continued to be such at the
date of issue.

      Section 4.2 LOST, STOLEN OR DESTROYED CERTIFICATES; ISSUANCE OF NEW
CERTIFICATES. The Corporation may issue a new certificate for stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or such stockholder's legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

      Section 4.3 TRANSFERS OF STOCK. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for stock of the Corporation
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer or, if the relevant stock certificate is claimed to have
been lost, stolen or destroyed, upon compliance with the provisions of Section
4.2 of these By-laws, and upon payment of applicable taxes with respect to such
transfer, and in compliance with any restrictions on transfer applicable to such
stock certificate or the shares represented thereby of which the Corporation
shall have notice and subject to such rules and regulations as the Board of
Directors may from time to time deem advisable concerning the transfer and
registration of stock certificates, the Corporation shall issue a new
certificate or certificates for such stock to the person entitled thereto,
cancel the old certificate and record the transaction upon its books. Transfers
of stock shall be made only on the books of the Corporation by the registered
holder thereof or by such holder's attorney or successor duly authorized as
evidenced by documents filed with the Secretary or transfer agent of the
Corporation. Whenever any transfer of stock shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of transfer
if, when the certificate or certificates representing such stock are presented
to the Corporation for transfer, both the transferor and transferee request the
Corporation to do so.

      Section 4.4 STOCKHOLDERS OF RECORD. The Corporation shall be entitled to
treat the holder of record of any stock of the Corporation as the holder thereof
and shall not be bound to recognize

                                       15
<PAGE>   16
any equitable or other claim to or interest in such stock on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise required by the laws of the State of Delaware.


                                    ARTICLE V
                                     NOTICES

      Section 5.1 MANNER OF NOTICE. Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, as such may be amended or
restated from time to time, whenever notice is required to be given to any
stockholder, director or member of any committee of the Board of Directors, such
notice may be given by personal delivery or by depositing it, in a sealed
envelope, in the United States mails, first class, postage prepaid, addressed,
or by delivering it to a telegraph company, charges prepaid, for transmission,
or by transmitting it via telecopier, electronic mail or other electronic means,
to such stockholder, director or member, either at the address of such
stockholder, director or member as it appears on the records of the Corporation
or, in the case of such a director or member, at his or her business address;
and such notice shall be deemed to be given at the time when it is thus
personally delivered, deposited, delivered or transmitted, as the case may be.
Such requirement for notice shall also be deemed satisfied, except in the case
of stockholder meetings, if actual notice is received orally or by other writing
by the person entitled thereto as far in advance of the event with respect to
which notice is being given as the minimum notice period required by law or
these By-laws.

      Section 5.2 DISPENSATION WITH NOTICE.
 
      (a) Whenever notice is required to be given by law, the Certificate of
Incorporation or these By-laws, as such may be amended or restated from time to
time, to any stockholder to whom (i) notice of two consecutive annual meetings
of stockholders, and all notices of meetings of stockholders or of the taking of
action by stockholders by written consent without a meeting to such stockholder
during the period between such two consecutive annual meetings, or (ii) all, and
at least two, payments (if sent by first class mail) of dividends or interest on
securities of the Corporation during a 12-month period, have been mailed
addressed to such stockholder at the address of such stockholder as shown on the
records of the Corporation and have been returned undeliverable, the giving of
such notice to such stockholder shall not be required. Any action or meeting
which shall be taken or held without notice to such stockholder shall have the
same force and effect as if such notice had been duly given. If any such
stockholder shall deliver to the Corporation a written notice setting forth the
then current address of such stockholder, the requirement that notice be given
to such stockholder shall be reinstated.

      (b) Whenever notice is required to be given by law, the Certificate of
Incorporation or these By-laws, as such may be amended or restated from time to
time, to any person with whom communication is unlawful, the giving of such
notice to such person shall not be required, and there shall be no duty to apply
to any governmental authority or agency for a license or permit to

                                       16
<PAGE>   17
give such notice to such person. Any action or meeting which shall be taken or
held without notice to any such person with whom communication is unlawful shall
have the same force and effect as if such notice had been duly given.

      Section 5.3 WAIVERS OF NOTICE. Any written waiver of notice, 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 special meeting of the stockholders, directors, or members of a
committee or directors need be specified in any written waiver of notice.


                                   ARTICLE VI
                                 INDEMNIFICATION

       Section 6.1  RIGHT TO INDEMNIFICATION.

      (a) The Corporation shall indemnify and hold harmless, to the fullest
extent permitted by law as in effect on the date of adoption of these By-laws or
as they may thereafter be amended or restated from time to time, any person who
was or is made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (including any action by or in the right of the Corporation) (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer or employee 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 or other enterprise, against any and all liability and loss (including
judgments, fines, penalties and amounts paid in settlement) suffered or incurred
and expenses reasonably incurred by such person (including attorneys' fees and
related expenses); provided that any standard of conduct applicable to whether a
director or officer may be indemnified shall be equally applicable to an
employee under this Article VI. The Corporation shall not be required to
indemnify a person in connection with a proceeding initiated by such person,
including a counterclaim or crossclaim, unless the proceeding was authorized by
the Board of Directors.

      (b) For purposes of this Article VI: (i) any reference to "other
enterprise" shall include all plans, programs, policies, agreements, contracts
and payroll practices and related trusts for the benefit of or relating to
employees of the Corporation and its related entities ("employee benefit
plans"); (ii) any reference to "fines", "penalties", "liability" and "expenses"
shall include any excise taxes, penalties, claims, liabilities and reasonable
expenses (including reasonable legal fees and related expenses) assessed against
or incurred by a person with respect to any employee benefit plan; (iii) any
reference to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation or trustee
or administrator of 

                                       17
<PAGE>   18
any employee benefit plan which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit plan,
its participants, beneficiaries, fiduciaries, administrators and service
providers; (iv) any reference to serving at the request of the Corporation as a
director, officer, employee or agent of a partnership or trust shall include
service as a partner or trustee; and (v) a person who acted in good faith and in
a manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" for purposes of
this Article VI.

      Section 6.2 PREPAYMENT OF EXPENSES. The Corporation may pay or reimburse
the reasonable expenses incurred in defending any proceeding in advance of its
final disposition if the Corporation has received in advance an undertaking by
the person receiving such payment or reimbursement to repay all amounts advanced
if it should be ultimately determined that he or she is not entitled to be
indemnified under this Article VI or otherwise. The Corporation may require
security for any such undertaking.

      Section 6.3 CLAIMS. If a claim for indemnification or payment of expenses
under this Article VI is not paid in full within 30 days after a written claim
therefor has been received by the Corporation, the claimant may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or payment of expenses under
applicable law.

      Section 6.4 INSURANCE. The Corporation may purchase and maintain insurance
on its own behalf and on behalf of any person who is or was a director, officer
or employee of the Corporation or was serving at the request of the Corporation
as a director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise (including service with respect to any
employee benefit plan) against any liability asserted against him and incurred
by him in any such capacity, whether or not the Corporation would have the power
to indemnify such person against such liability under this Article VI.

      Section 6.5 NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person
by this Article VI shall not be exclusive of any other rights which such person
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation or these By-laws, as such may be amended or restated from time to
time, agreement, vote of stockholders or disinterested directors or otherwise,
and shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors, administrators
and personal representatives of such a person.

      Section 6.6 OTHER INDEMNIFICATION. The Corporation's obligation, if any,
to indemnify any person who was or is serving at its request as a director,
officer, employee, partner or agent of another corporation, partnership, joint
venture or other enterprise shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint

                                       18
<PAGE>   19
venture or other enterprise.

      Section 6.7 AMENDMENT OR REPEAL. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

      Section 6.8 MERGER OR CONSOLIDATION. For purposes of this Article VI,
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees, so that any person who is or was a director,
officer or employee of such a constituent corporation, or is or was serving at
the request of such a constituent corporation as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise
(including service with respect to any employee benefit plan), shall stand in
the same position under this Article VI with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

      Section 6.9 INDEMNIFICATION OF AGENTS. The Corporation may, to the extent
authorized from time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any agent of the
Corporation to the fullest extent of the provisions of this Article VI with
respect to the indemnification and advancement of expenses of directors,
officers and employees of the Corporation.


                                   ARTICLE VII
                                     GENERAL

      Section 7.1 FISCAL YEAR. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors. Absent such determination,
the fiscal year of the Corporation shall end on December 31 of each year.

      Section 7.2 SEAL. The corporate seal shall have the name of the
Corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

      Section 7.3 FORM OF RECORDS. Any records maintained by the Corporation in
the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

      Section 7.4 AMENDMENT OF BY-LAWS BY THE BOARD OF DIRECTORS. These By-laws
may be 

                                       19
<PAGE>   20
altered, amended or repealed, or new By-laws may be adopted, by the affirmative
vote of a majority of the directors present at any regular or special meeting of
the Board of Directors at which a quorum is present.

      Section 7.5 AMENDMENT OF THE BY-LAWS BY THE STOCKHOLDERS. These By-laws
may be altered, amended or repealed, or new By-laws may be adopted, by the
affirmative vote of the holders of seventy five percent (75%) of the shares of
the capital stock of the Corporation issued and outstanding and entitled to vote
at any regular meeting of the stockholders or at any special meeting of the
stockholders, provided notice of such alteration, amendment, repeal or adoption
of new By-laws shall have been stated in the notice of such meeting.

                                       20