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                  EXHIBIT 3.5 - FORM OF SECOND RESTATED BYLAWS

                             SECOND RESTATED BYLAWS

                                       OF

                             SALESLOGIX CORPORATION
                            (A DELAWARE CORPORATION)

                                    ARTICLE I

                                NAME AND OFFICES

      SECTION 1. Name. The name of this corporation shall be SALESLOGIX
CORPORATION, a Delaware corporation.

      SECTION 2. Registered Office. The registered office shall be at 1209
Orange Street, in the City of Wilmington, County of New Castle, State of
Delaware, and the name of the registered agent in charge thereof is The
Corporation Trust Company.

      SECTION 3. Other Offices. The Corporation may also have an office or
offices at such other place or places, within or without the State of Delaware,
as the Board of Directors may from time to time designate as the business of the
Corporation may require. 

                                   ARTICLE II

                             STOCKHOLDERS' MEETINGS

      SECTION 1. Annual Meetings. The Annual Meeting of Stockholders, for the
election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of
Directors shall each year fix, which date shall be within thirteen months
subsequent to the last annual meeting of stockholders.


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      If the election of directors shall not be held on the day designated
herein for any annual meeting, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
stockholders as soon thereafter as conveniently may be possible. At such meeting
the stockholders may elect the directors and transact other business with the
same force and effect as at an annual meeting duly called and held.

      SECTION 2. Special Meetings. Special meetings of the stockholders shall be
held at the principal office of the Corporation in the State of Delaware, or at
such other place within or without the State of Delaware as may be designated in
the notice of said meeting, upon call of the Board of Directors, or of the
chairman of the board or the president, or of at least twenty-five percent (25%)
of the issued and outstanding common stock of the Corporation.


      SECTION 3. Notice and Purpose of Meetings. Notice of the purpose or
purposes and of the time and place within or without the State of Delaware of
every meeting of stockholders shall be given by the Chairman of the Board or by
the President or Vice President or the Secretary or an Assistant Secretary
either personally or by mail or by telegraph or by any other means of
communication not less than ten days nor more than sixty days before the
meeting, to each stockholder of record entitled to vote at such meeting. If
mailed, such notice is effective when deposited in the official government mail,
first-class postage prepaid, properly addressed to each stockholder at his
address as it appears on the stock book unless he shall have filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to some other address, in which case it shall be mailed or transmitted to
the address designated in such request. Such further notice shall be given as
may be required by law. Except as otherwise expressly provided by statute, no
notice of a meeting of stockholders shall be required to be given to any
stockholder who shall attend such meeting in person or by proxy, or who shall,
in


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person or by attorney thereunto authorized, waive such notice in writing or by
telegraph, cable, radio, or wireless either before or after such meeting. Except
where otherwise required by law, notice of any adjourned meeting of the
stockholders of the Corporation shall not be required to be given.

      SECTION 4. Quorum. Except as otherwise provided by law, by the Certificate
of Incorporation, or as provided below, the presence, in person or by proxy, of
the holders of record of shares of the capital stock of the Corporation
possessing a majority of the aggregate number of votes to which all outstanding
shares of the capital stock of the Corporation are entitled, shall constitute a
quorum at all meetings of stockholders. Where a separate vote by a class or
classes is required, a majority of the outstanding shares of such class or
classes, present in person or represented by proxy, shall constitute a quorum
entitled to take action with respect to that vote on that matter. In the absence
of a quorum at any meeting or any adjournment thereof, the holders of shares
possessing a majority of the aggregate number of votes present and entitled to
be cast at such meeting or adjournment thereof may adjourn such meeting or
adjournment from time to time. At any such adjourned meeting at which a quorum
is present, any business may be transacted which might have been transacted at
the meeting as originally called.

      SECTION 5. Organization. Meetings of the stockholders shall be presided
over by the Chairman of the Board, or if he is not present, by the President, or
if they are not present, by a Vice President. The Secretary of the Corporation,
or in his absence, an Assistant Secretary, shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary is present,
stockholders entitled to cast a majority of the votes present and entitled to be
cast at the meeting shall choose any person present to act as secretary of the
meeting.


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      SECTION 6. Voting. Except as otherwise provided in the Bylaws, the
Certificate of Incorporation, or in the laws of the State of Delaware, at every
meeting of the stockholders, each stockholder of the Corporation entitled to
vote at such meeting shall have one vote in person or by proxy for each share of
stock having voting rights held by him and registered in his name on the books
of the Corporation. Any vote of stock of the Corporation may be given by the
stockholder entitled to vote in person or by a proxy authorized (1) by a writing
executed by such stockholder (or his duly authorized agent) or (2) in such other
manner as is permitted by the General Corporation Law of the State of Delaware,
and delivered to the secretary of the meeting. Except as otherwise required by
statute, by the Certificate of Incorporation or these Bylaws, or in electing
directors, all matters coming before any meeting of the stockholders shall be
decided by the affirmative vote of stockholders entitled to cast a majority of
the number of votes present and entitled to be cast thereat, a quorum being
present. At all elections of directors the voting may but need not be by ballot
and, unless otherwise provided in the Certificate of Incorporation or
Certificate of Designation relating to a series of Preferred Stock, a plurality
of the votes cast thereat shall elect.

      SECTION 7. List of Stockholders. A complete list of the stockholders
entitled to vote at the ensuing election, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder shall be prepared at least ten days prior to such
election by the Secretary, or other officer of the Corporation having charge of
said stock ledger. Such list shall be open to the examination of any stockholder
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where said


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meeting is to be held, and the list shall be produced and kept at the time and
place of election during the whole time thereof, and subject to the inspection
of any stockholder who may be present.

      SECTION 8. Business for Shareholders' Meetings.

            (a) Business at Annual Meetings. In addition to the election of
directors, other proper business may be transacted at an annual meeting of
shareholders, provided that such business is properly brought before such
meeting. To be properly brought before an annual meeting, business must be (a)
brought by or at the direction of the Board or (b) brought before the meeting by
a shareholder pursuant to written notice thereof, either by personal delivery or
by registered or certified mail, postage prepaid, to the Secretary at the
corporation's principal executive offices, and received by the Secretary not
fewer than 90 nor more than 120 days prior to the anniversary date of the prior
year's annual meeting; provided that with respect to the corporation's annual
meeting of the shareholders in the year 2000, notice by the shareholder to the
corporation must be so delivered on or before January 2, 2000. Any such
shareholder notice shall set forth (i) the name and address of the shareholder
proposing such business; (ii) a representation that the shareholder is entitled
to vote at such meeting and a statement of the number of shares of the
corporation which are beneficially owned by the shareholder; (iii) a
representation that the shareholder intends to appear in person or by proxy at
the meeting to propose such business; and (iv) as to each matter the written
notice proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting, the language of the proposal (if appropriate), and any
material interest of the shareholder in such business. No business shall be
conducted at any annual meeting of shareholders except in accordance with this
Section 8. If the facts warrant, the


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Board, or the chairman of an annual meeting of shareholders, may determine and
declare that (a) a proposal does not constitute proper business to be transacted
at the meeting or (b) that business was not properly brought before the meeting
in accordance with the provisions of this Section 8 and, if, in either case, it
is so determined, any such business shall not be transacted. In addition to the
procedures set forth in this Section 8, shareholders desiring to include a
proposal in the corporation's proxy statement must also comply with the
requirements set forth in Rule 14a-8 under Section 14 of the Securities Exchange
Act of 1934, as amended, or any successor provision.

            (b) Business at Special Meetings. At any special meeting of the
shareholders, only such business as is specified in the notice of such special
meeting given by or at the direction of the person or persons calling such
meeting, in accordance with Section 2 of this Article, shall come before such
meeting.

      SECTION 9. Record Date for Stockholder Notice; Voting; Giving Consents. In
order that the corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to express consent to Corp-rate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the board of directors may fix, in advance, a record date, which shall not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.

      If the board of directors does not so fix a record date:


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

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

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

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

                                  ARTICLE III

                                    DIRECTORS

      SECTION 1. Management of Corporation. The property, affairs and business
of the Corporation shall be managed by its Board of Directors.

      SECTION 2. Powers, Number, Qualification, Term, Quorum, and Vacancies. The
number of directors shall be determined by the Board, but no event shall the
number of directors exceed fifteen (15). Except as hereinafter provided,
directors shall be elected at the annual meeting of the stockholders and each
director shall be elected to serve until his successor shall be elected and
qualify. The directors shall have power from time to time, and at any time, when
the stockholders as such are not assembled in a meeting, regular or special, to
increase or decrease


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their own number to the extent provided in these Bylaws. If the number of
directors be increased, the additional directors may be elected by a majority of
the directors in office at the time of the increase, or if not so elected prior
to the next annual meeting of the stockholders, they shall be elected by the
stockholders. No decrease in the number of directors shall have the effect of
shortening the term of any incumbent director. Directors need not be
stockholders.

      A majority of the members of the Board of Directors then in office shall
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at such meeting shall be the act of the Board. If at
any meeting of the Board of Directors there shall be less than a quorum present,
a majority of those present may adjourn the meeting, without further notice,
from time to time until a quorum shall have been obtained.

      In case one or more vacancies shall occur in the Board of Directors by
reason of death, resignation, or otherwise, except insofar as otherwise provided
in the case of a vacancy or vacancies occurring by reason of removal by the
stockholders, the remaining directors, although less than a quorum, may, by a
majority vote, elect a successor or successors for the unexpired term or terms.

      SECTION 3. Meetings. An annual meeting of the Board of Directors shall be
held without notice immediately after and at the same place as the annual
meeting of shareholders. Other meetings of the Board of Directors shall be held
at such place within or outside the State of Delaware, and at such times, as may
from time to time be fixed by resolution of the Board of Directors, or as may be
specified in the notice of the meeting. Notice need not be given of regular
meetings of the Board of Directors. Meetings may be held at any time without
notice if all the directors are present, or if at any time before or after the
meeting those not present waive notice of the meeting in writing. Upon the call
of the Chairman, the President, or the Secretary,


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or any two directors, notice of a special Board meeting stating the place, day
and hour of the meeting shall be given to each director in writing or orally, as
provided below. Neither the business to be transacted at nor the purpose of any
special meeting need be specified in the notice of such meeting.

            (a) Personal Delivery. If notice is given by personal delivery, the
notice shall be delivered to a director at least two days before the meeting.

            (b) Delivery by Mail. If notice is delivered by mail, the notice
shall be deposited in the official government mail at least five days before the
meeting, properly addressed to a director at his or her address shown on the
records of the corporation, with postage thereon prepaid.

            (c) Delivery by Private Carrier. If notice is given by private
carrier, the notice shall be dispatched to a director at his or her address
shown on the records of the corporation at least three days before the meeting.

            (d) Facsimile or Electronic Mail Notice. If notice is delivered by
wire or wireless equipment that transmits a facsimile or electronic (e-mail)
copy of the notice, the notice shall be dispatched at least two days before the
meeting to a director at his or her telephone number, e-mail address, or other
number appearing on the records of the corporation.

            (e) Delivery by Telegraph. If notice is delivered by telegraph, the
notice shall be delivered to the telegraph company for delivery to a director at
his or her address shown on the records of the corporation at least three days
before the meeting.

            (f) Oral Notice. If notice is delivered orally, by telephone, in
person or by wire or wireless equipment that does not transmit a facsimile of
the notice, the notice shall be communicated to the director at lest two days
before the meeting.


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      SECTION 4. Committees. The Board of Directors may, in its discretion, by
the affirmative vote of a majority of the whole Board of Directors, appoint
committees which shall have and may exercise such powers as shall be conferred
or authorized by the resolutions appointing them. A majority of any such
committee, if the committee be composed of more than two members, may determine
its action and fix the time and place of its meetings, unless the Board of
Directors shall otherwise provide. The Board of Directors shall have power at
any time to fill vacancies in, to change the membership of, or to discharge any
such committee.

      SECTION 5. Dividends. Subject always to the provisions of the law and the
Certificate of Incorporation, the Board of Directors shall have full power to
determine whether any, and if any, what part of any, funds legally available for
the payment of dividends shall be declared in dividends and paid to
stockholders; the division of the whole or any part of such funds of the
Corporation shall rest wholly within the lawful discretion of the Board of
Directors, and it shall not be required at any time, against such discretion, to
divide or pay any part of such funds among or to the stockholders as dividends
or otherwise; and the Board of Directors may fix a sum which may be set aside or
reserved over and above the capital paid in of the Corporation as working
capital for the Corporation or as a reserve for any proper purpose, and from
time to time may increase, diminish, and vary the same in its absolute judgment
and discretion.

      SECTION 6. Removal of Directors. At any meeting of the stockholders, duly
called as provided in these Bylaws, any director or directors may by the
affirmative vote of the holders of a majority of all the shares of stock
outstanding and entitled to vote for the election of directors be removed from
office for cause only, and his successor or their successors may be elected at
such meeting, or the remaining directors may, to the extent vacancies are not
filled by such election, fill any vacancy or vacancies created by such removal.


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      SECTION 7. Informal Action; Meetings by Telephone. Any action required or
permitted to be taken at any 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 the committee, as the case may
be, and such written consent is filed with the minutes of proceedings of the
Board or the committee.

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

      SECTION 8. Compensation. The members of the Board of Directors shall not
be entitled to fees, salaries, or other compensation for their services except
as determined by a majority vote of the Board. The members of the Board of
Directors shall be entitled to reimbursement for their reasonable expenses as
such members. Nothing contained herein shall preclude any director from serving
the Corporation, or any parent, subsidiary or affiliated Corporation, as officer
or in any other capacity and receiving proper compensation therefor.

                                   ARTICLE IV

                                    OFFICERS

      SECTION 1. Election. The Board of Directors, as soon as may be practicable
after the annual meeting of stockholders held in each year, shall elect a
President, a Secretary and a Treasurer. Further, upon the nomination and
recommendation of the President, the Board of Directors may from time to time
elect a Chairman of the Board, a Chief Financial Officer, one or


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more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, and
such Assistant Secretaries, Assistant Treasurers, Controllers and other
officers, agents, and employees as may be necessary or appropriate. More than
one office may be held by the same person, but the offices of President and
Secretary shall not both be held simultaneously by the same person. If a
Chairman of the Board is to be chosen, such Chairman shall be chosen from among
the directors.

      SECTION 2. Term and Removal. The term of office of all officers shall be
until their respective successors are elected and qualify, and any officer may
be removed from office, either with or without cause, at any time by the
affirmative vote of a majority of the members of the Board of Directors then in
office. A vacancy in any office arising from any cause may be filled for the
unexpired portion of the term by the Board of Directors.

      SECTION 3. The President; Chairman of the Board - Powers and Duties. The
President shall be the chief executive officer of the Corporation and, as such,
shall have such powers, authority and duties as ordinarily pertain to such
office and shall be responsible for the general supervision and coordination of
the affairs and operations of the Corporation. Further, the Chairman of the
Board shall preside over all meetings of the stockholders and directors of the
Corporation, except to the extent the Board of Directors determines otherwise.
The President's primary responsibilities shall be to supervise the affairs and
operations of the Corporation and to conduct the affairs of the Corporation to
achieve such objectives as may be established from time to time by the Board of
Directors and to ensure that the activities of the various subsidiaries,
divisions and other operating units of the Corporation are properly coordinated.
He shall have final authority over the affairs, operations and budgets of such
subsidiaries, divisions and other operating units, and shall keep the Board of
Directors advised. He shall sign or countersign certificates, contracts, and
other instruments of the Corporation as authorized by the Board of


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Directors, and shall perform all of the duties and enjoy all the powers which
are delegated to him by the Board of Directors, except in all instances as he
may delegate such authority and such duties to other officers of the
Corporation. In the event the Board of Directors elects a Chairman of the Board
of Directors who is not also the President, he shall have all the powers of the
President in the President's absence or inability to act and such other powers
as the Board of Directors shall designate.

      SECTION 4. Vice Presidents - Powers and Duties. Each Vice President shall
have such powers and discharge such duties as may be assigned to him from time
to time by the President or by the Board of Directors upon recommendation of the
President. One or more Executive Vice Presidents and/or Senior Vice Presidents
may be appointed.

      SECTION 5. Secretary - Powers and Duties. The Secretary shall issue
notices for all meetings except that notice for special meetings of directors
called at the request of four directors may be issued by such directors, shall
keep minutes of all meetings, shall have charge of the seal and the corporate
minute books, and shall make such reports and perform such other duties as are
incident to his office, or are properly required of him by the Board of
Directors.

      SECTION 6. Assistant Secretaries - Powers and Duties. The Assistant
Secretaries in order of their seniority 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 as the Board of Directors shall prescribe.

      SECTION 7. Treasurer - Powers and Duties. The Treasurer shall have the
custody of all monies and securities of the Corporation and shall keep regular
books of account. He shall disburse the funds of the Corporation in payment of
the just demands against the Corporation or as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and


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shall render to the Board of Directors from time to time as may be required of
him, an account of all his transactions as Treasurer and of the financial
condition of the Corporation. He shall perform all duties incident to his office
or that are properly required of him by the Board of Directors.

      SECTION 8. Assistant Treasurers - Powers and Duties. The Assistant
Treasurers in the order of their seniority 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 as the Board of Directors shall prescribe.

      SECTION 9. Chief Financial Officer - Powers and Duties. The Chief
Financial Officer shall keep full and accurate accounting records for the
Corporation, and shall render to the Board of Directors from time to time, as
may be required of him, reports of operations and financial condition of the
Corporation. He shall perform all duties incident to his office or that are
required of him from time to time by the Board of Directors.

      SECTION 10. Voting Corporation's Securities. Unless otherwise ordered by
the Board of Directors, the President, or in the event of his inability to act
(or in the event the President so designates), such officer as may be designated
by the Board of Directors to act in the absence thereof (or as may be designated
by the President), shall have full power and authority on behalf of the
Corporation to attend and to act and to vote (whether in person or by proxy) at
any meetings of security holders of corporations in which the Corporation may
hold securities, and at such meetings shall possess and may exercise (whether in
person or by proxy) any and all rights and powers incident to the ownership of
such securities, which as the owner thereof the Corporation might have possessed
and exercised, if present. The Board of Directors by resolution from time to
time may confer like powers upon any other person or persons.


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      SECTION 11. Divisional Officers. The Board of Directors may from time to
time establish and abolish one or more operating divisions of the Corporation.
The Board of Directors may assign one of the Vice Presidents of the Corporation
to any such division who shall, subject to the direction of the Board of
Directors and the President, supervise and control the business of such division
and all officers, agents, and employees of the Corporation whose principal
duties are in connection with the business of such division. The Vice President
so assigned to any such division may be appointed as the President of such
division in connection with the operation of its business. The Board of
Directors may also appoint one or more Vice Presidents, a Secretary, a
Treasurer, and one or more Assistant Treasurers or Secretaries of any such
division, who shall hold their offices for such terms and exercise such powers
and perform such duties as shall be determined by the Board or by the President
of such division. Persons so appointed by the Board of Directors as Vice
President, Treasurer, Secretary, Assistant Treasurer, or Assistant Secretary of
a division need not also be officers of the Corporation.

                                   ARTICLE V

                              CERTIFICATES OF STOCK

      SECTION 1. Form and Transfers. The interest of each stockholder of the
Corporation shall be evidenced by certificates for shares of stock, certifying
the number of shares represented thereby and in such form not inconsistent with
the Certificate of Incorporation as the Board of Directors may from time to time
prescribe.

      Transfers of shares of the capital stock of the Corporation shall be made
only on the books of the Corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation, or with a transfer clerk or a transfer agent
appointed as in Section 3 of this Article provided, and on


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surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon. The person in whose name shares of stock
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation; provided that whenever any transfer of
shares shall be made for collateral security, and not absolutely, such fact, if
known to the Secretary of the Corporation, shall be so expressed in the entry of
transfer. The Board may, from time to time, make such additional rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer, and registration of certificates for shares of
the capital stock of the Corporation.

      The certificates of stock shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and sealed with the seal of the Corporation. Such seal may
be a facsimile, engraved or printed. If such certificate is countersigned (1) by
a transfer agent or transfer clerk other than the Corporation or its employee,
or, (2) by a registrar other than the Corporation or its employee, any other
signature on the certificate may be a facsimile. In case any officer, transfer
agent, transfer clerk or registrar who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer,
transfer agent, transfer clerk or registrar before such certificate is issued,
it may be issued by the Corporation with the same effect as if he were such
officer, transfer agent, transfer clerk or registrar at the date of its issue.

     SECTION 2. Lost, Stolen, Destroyed, or Mutilated Certificate. No
certificate for shares of stock in the Corporation shall be issued in place of
any certificate alleged to have been lost, destroyed, or stolen, except on
production of such evidence of such loss, destruction, or theft and on delivery
to the Corporation, if the Board of Directors shall so require, of a bond of
indemnity in such amount (not exceeding twice the value of the shares
represented by such certificate),


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upon such terms and secured by such surety as the Board of Directors may in its
discretion require.

      SECTION 3. Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer clerks or one or more transfer agents and one or
more registrars, and may require all certificates of stock to bear the signature
or signatures of any of them.

                                   ARTICLE VI

                      MAINTENANCE AND INSPECTION OF RECORDS

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

      Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stock-holder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.


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                                  ARTICLE VII

                                   FISCAL YEAR

      The fiscal year of the Corporation shall begin on the first day of January
in each year and shall end on the thirty-first day of December next following,
unless otherwise determined by the Board of Directors.

                                  ARTICLE VIII

                                 CORPORATE SEAL

      The Board may provide for a corporate seal of the Corporation that shall
consist of two concentric circles, between which shall be the name of the
Corporation, and in the center shall be inscribed the year of its incorporation
and the words, "Corporate Seal, Delaware."

                                   ARTICLE IX

                                   AMENDMENTS

      The Bylaws of the Corporation shall be subject to alteration, amendment,
or repeal, and new Bylaws not inconsistent with any provision of the Certificate
of Incorporation or statute, may be made, either by the affirmative vote of the
stockholders entitled to cast a majority of the number of votes present and
entitled to be cast at any annual or special meeting of the stockholders, a
quorum being present, or by the affirmative vote of a majority of the whole
Board, given at any regular or special meeting of the Board, provided that
notice of the proposal so to make, alter, amend, or repeal such Bylaws be
included in the notice of such meeting of the Board or the stockholders, as the
case may be. Bylaws made, altered, or amended by the Board may be altered,
amended or repealed by the affirmative vote of stockholders entitled to cast a
majority of the number of votes present and entitled to be cast at any annual or
special meeting thereof.


Restated as of ________, 1999


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