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                                    RESTATED

                                     BY-LAWS

                                       OF

                                  US LEC CORP.

--------------------------------------------------------------------------------
                               (STATE OF DELAWARE)
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Adopted as of May 16, 2000



<PAGE>


                                    INDEX OF
                                    RESTATED
                                     BY-LAWS
                                       OF
                                  US LEC CORP.
                               (STATE OF DELAWARE)


                                    ARTICLE I

OFFICES

         Section 1.        Registered Office
         Section 2.        Other Offices

                                   ARTICLE II

MEETINGS OF STOCKHOLDERS

         Section 1.        Location
         Section 2.        Annual Meetings
         Section 3.        Substitute Annual Meeting
         Section 4.        Notice
         Section 5.        Record Date
         Section 6.        Stock Ledger
         Section 7.        Special Meetings
         Section 8.        Notice of Special Meeting
         Section 9.        Business at Special Meeting
         Section 10.       Quorum and Adjournments
         Section 11.       Organization
         Section 12.       Vote
         Section 13.       Proxies
         Section 14.       Action Without Meeting
         Section 15.       Stockholder Nominations
         Section 16.       Business to be Conducted at the Annual Meeting

                                   ARTICLE III
DIRECTORS

         Section 1.        Number
         Section 2.        Vacancies
         Section 3.        Powers
         Section 4.        Class B Directors
         Section 4A.       Preferred Stock Directors

                                     Page i

<PAGE>

MEETINGS OF THE BOARD OF DIRECTORS

         Section 5.        Location
         Section 6.        Regular Meetings
         Section 7.        Special Meetings
         Section 8.        Quorum
         Section 9.        Organization
         Section 10.       Action Without Meeting
         Section 11.       Meeting by Conference Telephone

COMMITTEES OF DIRECTORS

         Section 13.       Committees
         Section 14.       Committee Rules
         Section 15.       Minutes

REMOVAL OF DIRECTORS

         Section 16.       Removal

                                   ARTICLE IV

NOTICES

         Section 1.        Writing
         Section 2.        Waiver

                                    ARTICLE V

OFFICERS

         Section 1.        Officers
         Section 2.        Election
         Section 3.        Other Officers
         Section 4.        Compensation
         Section 5.        Term

THE CHAIRMAN OF THE BOARD

         Section 6.        Duties and Powers

THE CHIEF EXECUTIVE OFFICER

         Section 7.        Duties and Powers

THE PRESIDENT

         Section 8.        Duties and Powers

                                     Page ii

<PAGE>

THE VICE PRESIDENTS

         Section 9.        Duties and Powers

THE SECRETARY AND ASSISTANT SECRETARIES

         Section 10.       Duties and Powers
         Section 11.       Assistant Secretaries

THE TREASURER AND ASSISTANT TREASURERS

         Section 12.       Duties and Powers
         Section 13.       Disbursement
         Section 14.       Bond
         Section 15.       Assistant Treasurer

                                   ARTICLE VI
CERTIFICATES OF STOCK

         Section 1.        Certificates
         Section 2.        Facsimile Signatures
         Section 3.        Lost Certificates
         Section 4.        Transfers of Stock
         Section 5.        Closing of Transfer Books
         Section 6.        Registered Stockholders

                                   ARTICLE VII
GENERAL PROVISIONS

         Section 1.        Dividends
         Section 2.        Fiscal Year
         Section 3.        Seal
         Section 4.        Advancement of Expenses

                                  ARTICLE VIII

AMENDMENTS


                                    Page iii


<PAGE>


                                    RESTATED
                                     BY-LAWS
                                       OF
                                  US LEC CORP.
                               (STATE OF DELAWARE)


                                    ARTICLE I
                                     OFFICES

         Section 1. Registered Office. The registered office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle, State of Delaware.

         Section 2. Other Offices. The corporation may also have offices at such
other places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. Location. All meetings of the stockholders shall be held on
such date and at such time and place, within or without the State of Delaware,
as shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

         Section 2. Annual Meeting. Annual meetings of stockholders shall be
held annually on such date as the board of directors may designate, which shall
be stated in the notice of meeting (or in a duly executed waiver of notice
thereof). At each annual meeting, the stockholders shall elect, subject to the
certificate of incorporation, by plurality vote a board of directors by written
ballot, and transact such other business as may properly be brought before the
meeting. If, pursuant to the certificate of incorporation, the holders of shares
of Class B Common Stock elect two (2) directors voting as a separate class, such
directors shall be elected by plurality vote of the holders of shares of Class B
Common Stock by written ballot.

         Section 3. Substitute Annual Meeting. Unless directors are elected by
written consent in lieu of a meeting, if the annual meeting for election of
directors is not held on the date designated therefor, the directors shall cause
the meeting to be held as soon thereafter as is convenient. If there should be a
failure to hold the annual meeting or elect directors by written consent for a
period of 30 days after the date designated for the annual meeting, or if no
date has been designated, for a period of 13 months after the latest to occur of
the organization of the corporation, its last annual meeting or the last action
by written consent to elect directors in lieu of an annual meeting, a substitute
annual meeting may be ordered as provided for in Section 211 of the General
Corporation Law of the State of Delaware.

         Section 4. Notice. Written notice of the annual meeting, stating the
place, date and time thereof, shall be given to each stockholder entitled to
vote thereat, at least ten (10) days but not more than sixty (60) days before
the date of the meeting.

                                     Page 1
<PAGE>

         Section 5. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board 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 ten (10) days before the date on which
action by written consent is to be taken, nor more than sixty (60) days prior to
any other action. If no record date is fixed: (1) 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 immediately preceding
the day on which notice is given, or, if notice is waived, at the close of
business on the day immediately preceding the day on which the meeting is held;
(2) the record date for determining stockholders entitled to execute a written
consent in lieu of a meeting shall be the first date on which a signed written
consent setting forth the actions taken is delivered to the corporation (as
determined by applicable law); and (3) 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.

         Section 6. Stock Ledger. The secretary of the corporation shall prepare
and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at said meeting, arranged in
alphabetical order, showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held
and which place shall be specified in the notice of the meeting, or, if not
specified, at the place where said 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 (a) to
examine the stock ledger, the list of stockholders or the books of the
corporation, or (b) to vote in person or by proxy at any meeting of
stockholders.

         Section 7. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the chairman of the board of
directors (or, if none, the chief executive officer) and shall be called by the
chief executive officer or the secretary at the request in writing of a majority
of the board of directors or at the request in writing of stockholders owning
shares of the corporation's capital stock entitled to a majority of the total
number of votes entitled to be cast by the entire capital stock of the
corporation issued and outstanding and entitled to vote, or at the request in
writing of the persons that hold, in the aggregate, at least 50,000 shares of
the Purchaser Preferred Stock. As used herein, "Purchaser Preferred Stock" means
the corporation's Series A Convertible Preferred Stock and the corporation's
Series B Convertible Preferred Stock. Such request shall state the purpose or
purposes of the proposed meeting.

                                     Page 2
<PAGE>

         Section 8. Notice of Special Meeting. Written notice of a special
meeting of stockholders, stating the place, date, time and purpose thereof,
shall be given to each stockholder entitled to vote thereat, at least ten (10)
days but not more than sixty (60) days before the date fixed for the meeting. If
mailed, such notice shall be deemed to be given when deposited in the U.S. mail,
postage prepaid, directed to the stockholder at his, her or its address as it
appears on the records of the corporation.

         Section 9. Business at Special Meeting. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

         Section 10. Quorum and Adjournments. The holders of shares of the
corporation's capital stock entitled to a majority of the total number of votes
entitled to be cast by the entire capital stock of the corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power by
majority vote to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. Shares of its own stock belonging to the corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of any
corporation to vote stock, including without limitation its own stock, held by
it in a fiduciary capacity. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         Section 11. Organization. Meetings of stockholders shall be presided
over by the chairman of the board, if any, or in his or her absence by the chief
executive officer, or in the absence of the foregoing persons by a chairman
designated by the board of directors, or in the absence of such designation by a
chairman chosen at the meeting. The secretary or, in his or her absence, an
assistant secretary, shall act as secretary of the meeting, but in the absence
of the foregoing persons the chairman of the meeting may appoint any person to
act as secretary of the meeting.

         Section 12. Vote. Each stockholder shall be entitled to the number of
votes for each share of stock held by him or her which has voting power upon the
matter in question, as follows: Each share of Class A Common Stock shall entitle
the holder thereof to one (1) vote and each share of Class B Common Stock shall
entitle the holder thereof to ten (10) votes and each share of any class of
preferred stock shall have such voting power as set forth in the certificate of
designation relating thereto. Voting at meetings of stockholders need not be by
written ballot (except as otherwise required by law, the certificate of
incorporation or elsewhere in these bylaws) and need not be conducted by
inspectors unless the holders of shares of the corporation's capital stock
entitled to a majority of the total number of votes to be cast by all
outstanding shares of all classes of stock entitled to vote thereon, present in
person or by proxy at such meeting, shall so determine. All elections (other
than the election of directors, see Section 2 above) and questions shall, unless
otherwise provided by law or by the certificate of incorporation


                                     Page 3
<PAGE>

or these by-laws, be decided by a vote of the majority of the votes to which the
holders of the stock have voting power, present in person or by proxy at the
meeting, are entitled; provided that (except as otherwise required by law or by
the certificate of incorporation) the board of directors may require a larger
vote upon any election or question.

         Section 13. Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him, her or it
by proxy, but no such proxy shall be voted or acted upon after three (3) years
from its date, unless the proxy provides for a longer period. A 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 of
the corporation an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date.

         Section 14. Action Without Meeting. Action without an annual or special
meeting of stockholders may be taken in accordance with the provisions of the
Certificate of Designation relating to the corporation's Series A Convertible
Preferred Stock (the "Series A Designation") and the Certificate of Designation
relating to the corporation's Series B Convertible Preferred Stock (the "Series
B Designation"). In addition, unless otherwise restricted by the certificate of
incorporation, any action required or permitted to be taken at any annual or
special meeting of the stockholders may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

         Section 15. Stockholder Nominations. Only persons who are nominated in
accordance with the procedures set forth in this Section 15 shall be eligible
for election as directors; provided, however that the election or nomination of
any person as a Preferred Stock Director (as defined in the Series A Designation
and Series B Designation) or any other director in accordance with the terms of
that certain Corporate Governance Agreement, dated April 11, 2000 among the
corporation and certain investors (the "Corporate Governance Agreement") shall
not be subject to the procedures set forth in this Section 15. Nominations of
persons for election to the board of directors of the corporation may be made at
a meeting of stockholders by or at the direction of the board of directors or by
any stockholder of the corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth in
this Section 15. Such nominations, other than those made by or at the direction
of the board of directors, shall be made pursuant to timely notice in writing to
the secretary of the corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
corporation not later than (a) with respect to an election to be held at an
annual meeting of stockholders, ninety (90) days prior to the anniversary date
of the immediately preceding annual meeting (or the date of the written consent
in lieu thereof), and (b) 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 tenth (10th) day following the date of which notice of such meeting is first
given to stockholders. Such stockholder's notice shall set forth (x) as to each
person whom the stockholder proposes to nominate for election or re-election as
a director, (i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person, (iii) the
class


                                     Page 4
<PAGE>

and number of shares of the corporation which are beneficially owned by such
person and (iv) any other information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including without limitation such persons'
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); and (y) as to the stockholder giving the
notice (i) the name and address, as they appear on the corporation's books, of
such stockholder and (ii) the class and number of shares of the corporation
which are beneficially owned by such stockholder. At the request of the board of
directors, any person nominated by the board of directors for election as a
director shall furnish to the secretary of the corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee. No person shall be eligible for election as a director of the
corporation unless he or she was both nominated in accordance with the
procedures set forth in this Section 15 and provided such information when
requested by the corporation. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the by-laws, and if he or she
should so determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded.

         Section 16. Business to be Conducted at the Annual Meeting. At an
annual meeting of the 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 (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the board of
directors, (b) otherwise properly brought before the meeting by or at the
direction of the board of directors, or (c) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before the
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the secretary of the corporation. To be timely, a stockholder's
notice must be delivered to or mailed to the secretary of the corporation and
received at the principal executive offices of the corporation, not later than
one hundred twenty (120) days in advance of the date the corporation's proxy
statement was mailed to stockholders in connection with the previous year's
annual meeting of stockholders; provided, however, that if (a) no annual meeting
was held in the previous year or the stockholders did not execute a written
consent in lieu of annual meeting, (b) no proxy statement was mailed to
stockholders in connection with the previous year's annual meeting, or (c) the
date of the annual meeting has been changed from the date contemplated at the
time of the previous year's proxy statement, a proposal received by the
corporation ninety (90) days in advance of the date on which the corporation's
annual meeting is to be held shall be deemed to be timely. A stockholder's
notice to the secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on the corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the by-laws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with procedures set forth in this Section 16. The chairman of the
annual meeting shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting and in accordance with
the provisions of this Section 16, and if he or she should so determine, he or
she shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.

                                     Page 5
<PAGE>

                                   ARTICLE III
                                    DIRECTORS

         Section 1. Number. The number of directors which shall constitute the
whole board shall not be less than three (3) nor more than eleven (11) as shall
be determined from time to time by the directors. The number of directors
constituting the initial board shall be three (3). Thereafter, within such
limits, the number of directors shall be determined by the directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 4 of this Article, and each director elected shall hold
office until the earlier of his or her resignation, removal, disqualification,
retirement, or death, or the due election and qualification of his or her
successor. Directors need not be stockholders.

         At such time as the number on the Board of Directors is increased to
more than seven (7), the directors (other than the Class B Directors, see
Section 4 below) shall be divided into three (3) equal (or as nearly equal as
possible) staggered classes with only one (1) staggered class of directors being
elected at any annual meeting. The terms of the directors in the first staggered
class shall expire at the first annual meeting of stockholders after their
election, the terms of the directors in the second staggered class shall expire
at the second annual meeting of stockholders after their election, and the terms
of the directors in the third staggered class shall expire at the third annual
meeting of the stockholders after their election. At each annual meeting of the
stockholders held thereafter, directors shall be elected for a term of three (3)
years to succeed those directors whose terms expire. The director shall continue
to serve until the earlier of his or her resignation, removal, disqualification,
retirement, or death, or the due election and qualification of his or her
successor, or until there is a decrease in the number of directors; provided,
however, that a director cannot be removed by such decrease unless in connection
with an election of directors by the stockholders.

         Section 2. Vacancies. Subject to the certificate of incorporation and
Section 4 below, vacancies, including vacancies caused by the failure of the
stockholders to elect the fully authorized number of directors, and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, though
less than a quorum, by the sole remaining director, or by the stockholders at
any meeting, and the directors so chosen shall hold office until the earlier of
his or her resignation, removal, disqualification, retirement, or death, or the
due election and qualification of his or her successor. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute. A director elected to fill a vacancy shall be elected for
the unexpired term of his or her predecessor in office.

         Section 3. Powers. The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by law or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.

         Section 4. Class B Directors. If, pursuant to the certificate of
incorporation, any directors are elected by the vote of the holders of the
shares of Class B Common Stock of the corporation voting as a separate class,
such directors shall be designated as the "Class B Directors" and are referred
to herein as "Class B Directors." Class B Directors may only be removed by the
vote of a majority of the holders of shares of Class B Common Stock and any
vacancy in the board of directors created by the resignation, removal,
disqualification, retirement or death of a Class B


                                     Page 6
<PAGE>

Director may be filled only but the remaining Class B Directors or, if there are
none, in the manner provided by law.

         Section 4A. Preferred Stock Directors. If any directors are elected in
accordance with the Series A Designation, Series B Designation or Corporate
Governance Agreement, such directors may only be removed, and any vacancy
created by their resignation, removal, disqualification, retirement or death may
only be filled, in accordance with the terms of the Series A Designation, Series
B Designation or Corporate Governance Agreement, as applicable.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 5. Location. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

         Section 6. Regular Meetings. Regular meetings of the board of directors
may be held without notice at such time and such place as shall from time to
time be determined by the board and communicated to each director; provided
however, special meetings of the board may be called by the chief executive
officer or the secretary on the written request of any two (2) directors.
Regular meetings shall be held at least once during each of the corporation's
fiscal quarters.

         Section 7. Special Meetings. Special meetings of the board may be
called by the chairman of the board on not less than two (2), or, in the case of
notice given by mail, not less than three (3) days' notice to each director;
special meetings shall be called by the chief executive officer or the secretary
on like notice on the written request of two (2) directors.

         Section 8. Quorum. At all meetings of the board, a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 9. Organization. Meetings of the board of directors shall be
presided over by the chairman of the board, if any, or in his or her absence by
the chief executive officer, or in their absence by a chairman chosen at the
meeting. The secretary or, in his or her absence, an assistant secretary, shall
act as secretary of the meeting, but in their absence the chairman of the
meeting may appoint any person to act as secretary of the meeting.

         Section 10. Action Without Meeting. Unless otherwise restricted by the
certificate of incorporation or these by-laws, 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 a written consent thereto is signed by all
members of the board or of such committee, as the case may be, and such written
consent is filed with the minutes of proceeding of the board or committee.

         Section 11. Meeting by Conference Telephone. Unless otherwise
restricted by the certificate of incorporation, members of the board of
directors or any committee designated by the


                                     Page 7
<PAGE>

board may participate in the meeting of the board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and such participation
in a meeting shall constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

         Section 13. Committees. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of the committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he she, or they constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in place
of any such absent or disqualified member. Any such committee shall have and may
exercise the powers and authority of the board of directors in the management of
the business and affairs of the corporation, to the extent provided in a
resolution adopted by the whole board of directors, and any such committee may
authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have power or authority in reference to
approving or adopting or recommending to the stockholders any action required by
these bylaws or the certificate of incorporation or law to be submitted to the
stockholders for approval or approving, adopting, amending or repealing any
bylaw of the corporation. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the board
of directors.

         Section 14. Committee Rules. Unless the board of directors otherwise
provides, each committee designated by the board may make, alter and repeal
rules for the conduct of its business. In the absence of such rules, each
committee shall conduct its business in the same manner as the board of
directors conducts its business pursuant to Article III of these by-laws.

         Section 15. Minutes. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.

                              REMOVAL OF DIRECTORS

         Section 16. Removal. Other than the Class B Directors, except as
otherwise provided by law, the certificate of incorporation, the Series A
Designation, the Series B Designation and the Corporate Governance Agreement,
any director or the entire board of directors may be removed, with or without
cause, by the vote of a majority of all votes entitled to be cast in the
election of directors by all holders of shares of capital stock of the
corporation. Class B Directors may be removed, with or without cause, only by
the holders of a majority of the shares of Class B Common Stock entitled to vote
at an election of Class B Directors.

                                   ARTICLE IV
                                     NOTICES

         Section 1. Writing. Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the


                                     Page 8
<PAGE>

corporation. Notice to directors may also be given by courier, telegram, telex
or facsimile.

         Section 2. Waiver. Whenever any notice is required to be given under
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. 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 sole purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

                                    ARTICLE V
                                    OFFICERS

         Section 1. Officers. The officers of the corporation shall be appointed
by the board of directors and shall be a chairman of the board of directors, a
chief executive officer, a president, a secretary and a treasurer. The board of
directors may also appoint one or more vice presidents, one or more assistant
secretaries and one or more assistant treasurers. In addition, vice presidents,
assistant secretaries and assistant treasurers may be appointed by the chief
executive officer. Two or more offices may be held by the same person.

         Section 2. Election. The board of directors at its first meeting after
each annual meeting of stockholders shall appoint a chairman of the board, a
chief executive officer, a president, a secretary and a treasurer, and may
appoint one or more vice presidents, assistant secretaries or assistant
treasurers, none of whom need be a member of the board.

         Section 3. Other Officers. The board of directors or the chief
executive officer may appoint such other officers and agents as it shall deem
necessary who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
board.

         Section 4. Compensation. The compensation of all officers of the
corporation appointed by the board of directors shall be fixed by the board of
directors or by a compensation committee appointed by the board of directors.

         Section 5. Term. Each officer of the corporation shall hold office
until his or her successor is chosen and qualified or until his or her earlier
resignation or removal. Any officer elected or appointed by the board of
directors may be removed, with or without cause, at any time by the affirmative
vote of a majority of the board of directors, but such removal shall be without
prejudice to the contractual rights of such officer, if any, with the
corporation. Any officer elected or appointed by the chief executive officer may
be removed, with or without cause, at any time by the chief executive officer
but such removal shall be without prejudice to the contractual rights of such
officer, if any, with the corporation. Any vacancy occurring in any office of
the corporation shall be filled by the board of directors or, if such vacancy is
of an office to which the chief executive officer may appoint the officer, by
the chief executive officer or the board of directors.

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                            THE CHAIRMAN OF THE BOARD

         Section 6. Duties and Powers. If elected, the chairman of the board
shall preside at all meetings of the stockholders and of the board of directors;
and he or she shall have such other powers and duties as designated in these
bylaws and as from time to time may be assigned to him or her by the board of
directors.

                             CHIEF EXECUTIVE OFFICER

         Section 7. Duties and Powers. Subject to the control of the board of
directors, the chief executive officer shall have general executive charge,
management and control of the properties, business and operations of the
corporation with all such powers as may be reasonably incident to such
responsibilities; he or she may agree upon and execute all leases, contracts,
evidences of indebtedness and other agreements, documents, instruments and
obligations in the name of the corporation and may sign all certificates for
shares of capital stock of the corporation; and shall have such other powers and
duties as designated in accordance with these bylaws and as from time to time
may be assigned to him or her by the board of directors. Unless otherwise
directed by the board of directors, the chairman of the board shall be the chief
executive officer. If at anytime no chairman of the board is in office, the
president shall be the chief executive officer.

                                  THE PRESIDENT

         Section 8. Duties and Powers. The president of the corporation shall be
the chief operating officer of the corporation, unless the board of directors
designates the president as the chief executive officer. Subject to the control
of the board of directors and supervision and direction of the chief executive
officer (if the chairman of the board is the chief executive officer), the
president shall supervise and control the day-to-day operation of the
corporation in accordance with these by-laws. If the president is not the chief
executive officer, then in the absence of the chief executive officer, or in the
event of his or her death, inability or refusal to act, the president shall
perform the duties of the chief executive officer, and when so acting shall have
all the powers of and be subject to all the restrictions upon the chief
executive officer. The president shall perform all duties incident to the office
of president and chief operating officer and such other duties as may be
prescribed by the chief executive officer or the board of directors from time to
time.

                               THE VICE PRESIDENTS

         Section 9. Duties and Powers. The vice president, or if there shall be
more than one the vice presidents in the order determined by the board of
directors or the chief executive officer, shall, in the absence or disability of
the chief executive officer and the president, perform the duties and exercise
the powers of the president, and shall perform such other duties and have such
other powers as the board of directors, the chief executive officer or the
president may from time to time prescribe. If appointed, executive vice
presidents shall be senior to senior vice presidents who shall be senior to vice
presidents who should be senior to assistant vice presidents.

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                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 10. Duties and Powers. The secretary shall attend all meetings
of the board of directors and the committees thereof and all meetings of the
stockholders and record all the proceedings of the meetings of the stockholders
and of the board of directors and the committees thereof in a book to be kept
for that purpose and shall perform like duties for the standing committees when
required. The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors, the
chief executive officer, the president or any vice presidents, under whose
supervision he or she shall be. The secretary shall keep in safe custody the
seal of the corporation and, when authorized by the board of directors, affix
the same to any instrument requiring it and, when so affixed, it shall be
attested by his or her signature or by the signature of an assistant secretary.

         Section 11. Assistant Secretaries. The assistant secretary, or if there
be more than one, the assistant secretaries in the order determined by the board
of directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors, the chief executive
officer, the president, any vice president or the secretary may from time to
time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 12. Duties and Powers. The treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors. Unless the board of directors specifically appoints a chief financial
officer, the treasurer shall be the chief financial officer of the corporation.

         Section 13. Disbursement. The treasurer shall disburse the funds of the
corporation as may be ordered by the board of directors, taking proper vouchers
for such disbursements, and shall render to the chief executive officer, to the
president, and to the board of directors, at its regular meetings, or when the
board of directors so requires, an account of all of his or her transactions as
treasurer and of the financial condition of the corporation.

         Section 14. Bond. If required by the board of directors, he or she
shall give the corporation a bond (which shall be renewed as and when required)
in such sum and with such surety or sureties as shall be satisfactory to the
board of directors for the faithful performance of the duties of his or her
office and for the restoration to the corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his or her possession or under his
or her control belonging to the corporation.

         Section 15. Assistant Treasurer. The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors, shall, in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer and shall perform
such other duties and have such other powers as the board of directors, the
chief executive officer, the president, any vice president or the treasurer may
from time to time prescribe.

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                                   ARTICLE VI
                              CERTIFICATES OF STOCK

         Section 1. Certificates. Every holder of stock in the corporation shall
be entitled to have a certificate, signed by, or in the name of the corporation
by, the chief executive officer, the president or a vice president and the
treasurer or an assistant treasurer or the secretary or an assistant secretary
of the corporation, certifying the number of shares owned by it, him or her in
the corporation. If the corporation shall be authorized to issue more than one
(1) class of stock, or more than one (1) series of any class, the designations,
preferences and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class of stock; provided, however, that except as
otherwise provided in Section 202 of the General Corporation Law of the State of
Delaware, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the corporation shall issue to represent
such class or series of stock, a statement that the corporation will furnish
without charge to each stockholder who so requests, the designations,
preferences and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

         Section 2. Facsimile Signatures. Where a certificate is signed (a) by a
transfer agent or an assistant transfer agent or (b) by a transfer clerk acting
on behalf of the corporation and a registrar, the signature of any of the chief
executive officer, the president, vice president, treasurer, assistant
treasurer, secretary or assistant secretary may be facsimile. In case any
officer or officers who have signed, or whose facsimile signature or signatures
have been used on, any such certificate or certificates, shall cease to be such
officer or officers of the corporation, whether because of death, resignation,
removal or otherwise, before such certificate or certificates have been
delivered by the corporation, such certificate or certificates may nevertheless
be adopted by the corporation and be issued and delivered as though the person
or persons who signed such certificate or certificates or whose facsimile
signature or signatures have been used thereon had not ceased to be such officer
or officers of the corporation.

         Section 3. Lost Certificates. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate of stock to be lost or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or its, his
or her legal representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed or the
issuance of such new certificate.

         Section 4. Transfers of Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment and authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

                                    Page 12
<PAGE>

         Section 5. Closing of Transfer Books. The board of directors may close
the stock transfer books of the corporation for a period of not more than 60 nor
less than 10 days preceding the date of any meeting of stockholders or the date
for payment of any dividend or the date for the allotment of rights or the date
when any change or conversion or exchange of capital stock shall go into effect
or for a period of not more than 60 nor less than 10 days in connection with
obtaining the consent of stockholders for any purpose. In lieu of closing the
stock transfer books as aforesaid, the board of directors may fix in advance a
record date, pursuant to Article II of these by-laws.

         Section 6. Registered Stockholders. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of the State of Delaware.

                                   ARTICLE VII
                               GENERAL PROVISIONS

         Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.

         Section 2. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.

         Section 3. Seal. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

         Section 4. Advancement of Expenses. Expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding with respect to which
such person may be entitled to indemnification shall be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized under Delaware
General Corporation Law and under the Corporation's Certificate of
Incorporation.

                                  ARTICLE VIII
                                   AMENDMENTS

         Except as set forth in the next sentence, these by-laws may be altered,
amended or repealed or new by-laws adopted by the stockholders or by the board
of directors at any regular meeting of the stockholders or of the board of
directors, or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment or repeal, or adoption of new
by-laws be contained in the notice of such special meeting; provided however,
that the provision in Article II, Section 7 which permits holders of the
corporation's Series A Convertible Preferred Stock and


                                    Page 13
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Series B Convertible Preferred Stock to call for a special meeting of the
corporation's stockholders, and the provisions of Article III, Section 6 which
allow regular meetings of the directors to be called by any two (2) directors
and require that regular meetings of the corporation's directors be held at
least once during each of the corporation's fiscal quarters, shall not be
amended or become effective without the approval of the holders of 50,000 shares
of the Purchaser Preferred Stock, and provided further, that the second
paragraph of Section 1 of Article III of these by-laws shall not be altered,
amended, changed or repealed without the consent of the holders of a majority of
the shares of Class B Common Stock of the corporation.