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                                                                     EXHIBIT 3.4

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                                 FLIGHTSERV.COM

                             A Delaware Corporation

                                    ARTICLE 1

                                     OFFICES

         Section 1.1       Registered office. The registered office of the
Corporation in the State of Delaware shall be at 1209 Orange Street, in the City
of Wilmington, County of New Castle, Delaware 19801. The name of its registered
agent at such address shall be The Corporation Trust Company.

         Section 1.2       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 (the "Board") may from time to time determine or the business
of the Corporation may require.

                                    ARTICLE 2
                            MEETINGS OF STOCKHOLDERS

         Section 2.1       Place and Time of Meetings. An annual meeting of the
stockholders shall be held for the purpose of electing directors and conducting
such other business as may properly come before the meeting. The date, time and
place of the annual meeting, either within or without the State of Delaware,
shall be determined by resolution of the Board of Directors. Special meetings of
stockholders for any other purpose may be held 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. Special meetings of the
stockholders may be called by the President for any purpose and shall be called
by the Secretary if directed by the Board of Directors.

         Section 2.2       Notice of Meetings. Except as otherwise required by
law, notice of each meeting of the stockholders, whether annual or special,
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 by delivering a written notice thereof to the stockholder personally, or
by depositing such notice in the United States mail, in a postage prepaid
envelope, directed to the stockholder at stockholder's post office address
furnished by stockholder to the Secretary of the Corporation for such purpose
or, if stockholder has not furnished to the Secretary stockholder's address for
such purpose, then at stockholder's post office address last known to the
Secretary, or by transmitting a notice thereof to stockholder at such address by
telegraph, cable or facsimile telecommunication. Notice shall be deemed given
upon delivery (if by

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hand) or upon deposit in the mail (if by mail) or upon stockholder's receipt (if
by telegraph, cable or facsimile).

         Except as otherwise expressly required by law, no publication of any
notice of a meeting of the stockholders shall be required. Every notice of a
meeting of the stockholders shall state the place, date and hour of the meeting,
and, in the case of a special meeting, shall also state the purpose or purposes
for which the meeting is called. Notice of any meeting of stockholders shall not
be required to be given to any stockholder who waives such notice, and such
notice shall be deemed waived by any stockholder who attends such meeting in
person or by proxy, except by a stockholder who attends such 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.

         Section 2.3       Adjournments. Any meeting of stockholders, annual or
special, may adjourn 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 time and
place thereof are announced at the meeting at which the adjournment is taken,
unless such notice is otherwise expressly required by law or hereunder. At the
adjourned meeting, the Corporation may transact any business that might have
been transacted at the original meeting. If the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, the notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the adjourned meeting. At the adjourned meeting,
the Corporation may transact any business that might have been transacted at the
original meeting.

         Section 2.4       List of Stockholders. The Secretary shall make, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and specifying 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 the meeting or, if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the Directors to produce such a
list at any meeting for the election of Directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence of which stockholders are entitled to examine the stock ledger, the
list required by this section or the books of the Corporation, or to vote in
person or by proxy at any meeting of stockholders.

         Section 2.5       Quorum. Except as otherwise provided by law or the
Certificate of Incorporation, at each meeting of stockholders the presence in
person or by proxy of the holders of shares of stock having a majority of the
votes that could be cast by the holders of all outstanding shares of stock
entitled to vote at the meeting shall be necessary and sufficient to constitute
a quorum. If a quorum is not present, the holders of the shares present in
person or


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represented by proxy at the meeting, and entitled to vote thereat, shall have
the power to adjourn the meeting to another time and/or place by the affirmative
vote of the holders of a majority of such shares.

         Section 2.6       Voting; Proxies.

                  (a)      At each meeting of the stockholders, each stockholder
shall be entitled to vote in person or by proxy each share or fractional share
of the stock of the Corporation having voting rights on the matter in question
and held by the stockholder and registered in the stockholder's name on the
books of the Corporation:

                           (i)      on the date fixed pursuant to Section 7.5 of
                           these Bylaws as the record date for the determination
                           of stockholders entitled to notice of and to vote at
                           such meeting; or

                           (ii)     if no such record date is so fixed, then (a)
                           at the close of business on the day next preceding
                           the day on which notice of the meeting is given or
                           (b) if notice of the meeting is waived, at the close
                           of business on the day next preceding the day on
                           which the meeting is held.

                  (b)      Unless otherwise provided in a shareholders
agreement, persons holding stock of the Corporation in a fiduciary capacity
shall be entitled to vote such stock. Persons whose stock is pledged shall be
entitled to vote such shares, unless in the pledgor's transfer on the books of
the Corporation he expressly empowered the pledgee to vote such shares, in which
case only the pledgee or the pledgee's proxy may represent and vote such stock.
Stock having voting power standing of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants in common,
tenants by entirety or otherwise, or with respect to which two or more persons
have the same fiduciary relationship, shall be voted in accordance with the
provisions of the General Corporation Law of the State of Delaware.

                  (c)      Unless otherwise provided in a shareholders
agreement, voting rights may be exercised by the stockholder entitled thereto in
person or by the stockholder's proxy appointed by an instrument in writing,
subscribed by such stockholder or by his attorney thereunto authorized and
delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date, unless that proxy
shall provide for a longer period. A duly executed proxy shall be irrevocable if
it so states and if, and only for so long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A stockholder who may have
given a proxy prior to any meeting shall not, solely by attending such meeting,
revoke the same unless he notifies the secretary of the meeting of his intent to
revoke the proxy, in writing, prior to the voting of the proxy. At any meeting
of the stockholders at which a quorum is present, all matters (except as
otherwise provided in the Certificate of Incorporation, in these Bylaws or by
law) shall be decided by the vote of a majority in voting interest of the
stockholders present in person or by proxy and entitled to


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vote thereat and thereon. Voting at any meeting of the stockholders on any
question need not be by ballot, unless so directed by the chairman of the
meeting. On a vote by ballot each ballot shall be signed by the stockholder
voting, or by his proxy, if there be such proxy, and it shall state the number
of shares voted.

         Section 2.7       Conduct of Meetings. Meetings of stockholders shall
be presided over by the Chairman of the Board, if any, or in his or her absence
by the President, or in his or her absence by a Vice President, or in the
absence of the foregoing persons by a Chairman designated by the Board of
Directors, or in the absence of such designation by a Chairman chosen at the
meeting by the stockholders attending. The Corporation's 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 2.8       Action Without Meeting. Any action required or
permitted to be taken at any annual or special meeting of stockholders of the
Corporation 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. Any action taken pursuant to such written consent of the stockholders
shall have the same force and effect as if taken by the stockholders at a
meeting thereof.

                                    ARTICLE 3
                               BOARD OF DIRECTORS

         Section 3.1       General Powers. The property, business and affairs of
the Corporation shall be managed by the Board.

         Section 3.2       Number and Term of Office. The number of directors
shall be a minimum of three (3) and a maximum of nine (9) and, unless otherwise
established by resolution of the Board of the Corporation, shall be five (5).
Directors need not be stockholders of the Corporation. The exact number of
directors shall be as established by resolution of the Board in conformity with
applicable laws. The directors of the Corporation shall hold office until their
successors shall have been duly elected or appointed and shall qualify or until
their resignation or removal in the manner hereinafter provided.

         Section 3.3       Election of Directors. The Board of Directors shall
initially consist of the persons named as directors by the incorporator, and
each director so elected shall hold office until the first annual meeting of the
stockholders or until a successor is elected and qualified. At the first annual
meeting of the stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until a successor is elected and qualified.


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         Section 3.4       Resignations; Removal. Any director of the
Corporation may resign at any time by giving written notice to the Board or to
the Secretary of the Corporation. Any such resignation shall take effect at the
time specified therein or, if the time is not specified, immediately upon its
receipt by the Board or Secretary. Unless otherwise specified in the notice, the
acceptance of such resignation shall not be necessary to make it effective. Any
director may be removed at any time, with or without cause, by the holders of a
majority of shares of stock of the Corporation then entitled to vote at an
election of directors, except as otherwise provided by statute.

         Section 3.5       Vacancies. Any vacancy in the Board, whether because
of death, resignation, disqualification, an increase in the number of directors
or any other cause, may be filled by the remaining directors or by the
shareholders by a plurality of the votes cast at a meeting of stockholders. Each
director so chosen to fill a vacancy shall hold office until his successor shall
have been elected and shall qualify or until he shall resign or shall have been
removed in the manner provided herein.

         Section 3.6       Place of Meeting, Etc. The Board may hold any of its
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting.

         Directors may participate in any regular or special meeting of the
Board by means of conference telephone or similar communications equipment
pursuant to which all persons participating in the meeting of the Board can hear
each other, and such participation shall constitute presence in person at such
meeting.

         Section 3.7       Annual Meeting. The Board shall meet as soon as
practicable after each annual election of directors, and notice of such annual
meeting shall not be required.

         Section 3.8       Regular Meetings. Regular meetings of the Board may
be held at such times as the Board shall from time to time by resolution
determine. If any day fixed for a regular meeting shall be a legal holiday at
the place where the meeting is to be held, then the meeting shall be held at the
same hour and place on the next succeeding business day not a legal holiday.
Except as required by law, notice of regular meetings need not be given.

         Section 3.9       Special Meetings. Special meetings of the Board shall
be held whenever called by the President or a majority of the authorized number
of directors. Except as otherwise provided by law or by these Bylaws, notice of
the time and place of each such special meeting shall be mailed to each
director, addressed to him at his residence or usual place of business, at least
three (3) days before the day on which the meeting is to be held, or shall be
sent to him at such place by facsimile telecommunication, telegraph or cable or
be delivered personally not less than forty-eight (48) hours before the time at
which the meeting is to be held or in such other manner as is reasonable (such
manner to be deemed reasonable if


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the director received actual notice of the meeting at least twenty-four (24)
hours before the time at which the meeting is to be held.) Except where
otherwise required by law or by these Bylaws, notice of the purpose of a special
meeting need not be given. Notice of any meeting of the Board shall not be
required to be given to any director who is present at such meeting or who
waiver such notice in writing other than a director who attends such 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.

         Section 3.10      Quorum and Manner of Acting. Except as otherwise
provided in these Bylaws or by law, the presence of a majority of the authorized
number of directors shall be required to constitute a quorum for the transaction
of business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. If no quorum exists, a majority of directors present at
any meeting may adjourn the same from time to time until a quorum is present.
Notice of any adjourned meeting need not be given.

         Section 3.11      Action by Consent. Any action required or permitted
to be taken at any meeting of the Board 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 the proceedings of the Board or committee.

         Section 3.12      Compensation. The directors shall receive only such
compensation for their services as directors as may be allowed by resolution of
the Board. The Board may also provide that the Corporation shall reimburse each
director for any expense incurred on account of attendance at any meetings of
the Board or committees of the Board. Neither the payment of such compensation
nor the reimbursement of such expenses shall be construed to preclude any
director from serving the Corporation or its subsidiaries in any other capacity
and receiving compensation therefor.

         Section 3.13      Committees. By resolution passed by a majority of the
whole Board, the Board may designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the Board's resolution and except as otherwise limited
by law, shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers requiring it. Any such
committee shall keep written minutes of its meetings and report the same to the
Board at the next regular meeting of the Board. In the absence or
disqualification of a member of a committee and that member's alternate, if the
Board appoints alternates, the member or members thereof present at any meeting
and not disqualified from voting (whether or not the member or members
constitute a quorum) may unanimously appoint another member of the Board to act
at the meeting in the place of any such absent or disqualified member.


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         Section 3.14      Committee Rules. Each committee of the Board of
Directors may fix its own rules of procedure and shall hold its meetings as
provided by such rules, except as may otherwise be provided by resolution of the
Board designating such committee, but in all cases the presence of at least a
majority of the members of such committee shall be necessary to constitute a
quorum.

         Section 3.15      Presumption of Assent. A director of the Corporation
who is present at a meeting of the Board of Directors or any committee
designated by the Board at which action on any corporate matter is taken shall
be deemed to have assented to the action taken unless his dissent is entered in
the minutes of the meeting or unless he files his written dissent to such action
with the person acting as the Secretary of the meeting before the adjournment
thereof or forwards such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.


                                    ARTICLE 4
                                    OFFICERS

         Section 4.1       Number. The officers of the Corporation shall be
chosen by the Board and shall consist of a Chief Executive Officer, President, a
Secretary, a Treasurer and such other officers and assistant officers as may be
deemed necessary or desirable by the Board of Directors. The Board may, if it so
determines, elect one or more Vice Presidents and may choose a Chairman of the
Board from among its members. Any number of offices may be held by the same
person. In its discretion, the Board of Directors may choose not to fill any
office for any period as it may deem advisable, except the offices of President
and Secretary.

         Section 4.2       Election; Term of Office; Qualifications. The
officers of the Corporation, except such officers as may be appointed in
accordance with Section 4.3, shall be elected annually by the Board at the first
meeting thereof held after the election of the Board. Each officer shall hold
office until his successor has been duly chosen and qualifies or until his
resignation or removal in the manner hereinafter provided.

         Section 4.3       Assistants, Agents and Employees, Etc. In addition to
the officers specified in Section 4.1, the Board may appoint such other
assistants, agents and employees as it may deem necessary or advisable,
including one or more Assistant Secretaries, and one or more Assistant
Treasurers, each of whom shall hold office for such period, have such authority
and perform such duties as the Board may from time to time determine. The Board
may delegate to any officer of the Corporation or any committee of the Board the
power to appoint, remove and prescribe the duties of any such assistants, agents
or employees.

         Section 4.4       Resignation; Removal. Any officer or agent may resign
at any time upon written notice to the Board or the Secretary of the
Corporation. Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board of Directors


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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.

         Section 4.5       Vacancies. A vacancy in any office caused by death,
resignation, removal, disqualification or otherwise, may be filled by the Board
for the unexpired portion of the term of that office by a majority vote of the
directors then in office.

         Section 4.6       Chairman of the Board. The Chairman, if one is
elected, shall preside at all meetings of the Board and stockholders; shall
have, with the assistance of the Chief Executive Officer, general responsibility
for the active management of the business of the Corporation; and shall perform
such other duties and have such other powers as the Board may from time to time
prescribe. In addition to the Chief Executive Officer and the President, the
Chairman shall have authority to execute bonds, mortgages and other contracts
(whether or not requiring a seal), except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof are expressly delegated by the Board to some other officer or agent of
the Corporation.

         Section 4.7       The Chief Executive Officer. The Chief Executive
Officer, subject to guidance and assistance of the Chairman of the Board, if one
is elected, shall preside at all meetings of the stockholders; shall together
with the President, have general and active management of the business of the
Corporation; shall, in the absence of the Chairman, preside at meetings of the
Board and stockholders; and shall see that all orders and resolutions of the
Board are carried into effect. The Chief Executive Officer shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof are expressly
delegated by the Board to some other officer or agent of the Corporation.

         Section 4.8       The President. The President, together with the Chief
Executive Officer, shall have general and active management of the business of
the Corporation. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof are expressly delegated by the Board to
some other officer or agent of the Corporation.

         Section 4.9       Vice President. The Vice President, or if there shall
be more than one, the vice presidents in the order determined by the Board,
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President and shall perform such other duties and
have such other powers as the Board or the Chairman may, from time to time,
determine or these bylaws may prescribe.

         Section 4.10      Secretary and Assistant Secretaries. The Secretary
shall attend all meetings of the Board and all meetings of the stockholders;
shall record all the proceedings of


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the meetings of the stockholders and of the Board in a book to be kept for that
purpose; and shall perform like duties for the Board's 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; shall perform such other
duties as may be prescribed by the Board or President, under whose supervision
he or she shall act; shall have custody of the corporate seal of the
Corporation; and shall have authority to affix the same to any instrument
requiring it and, when it is so affixed, may attest it by his or her signature.
The Board may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his or her signature. The
Assistant Secretary, or if there be more than one, the assistant secretaries in
the order determined by the Board, 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 may from time
to time prescribe.

         Section 4.11      Treasurer and Assistant Treasurer. The Treasurer
shall have the custody of the corporate funds and securities; shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation; shall deposit all monies and other valuable effects in the name and
to the credit of the Corporation as may be ordered by the Board taking proper
vouchers for such disbursements; and shall render to the President and to the
Board, at its regular meetings or when the Board so requires, an account of the
Corporation. If required by the Board, the Treasurer shall give the Corporation
a bond (which shall be rendered every six (6) years) in such sums and with such
surety or sureties as shall be satisfactory to the Board for the faithful
performance of the duties of the office of Treasurer and for the restoration to
the Corporation, in case of death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in the possession or under the control of the Treasurer belonging to the
Corporation. The Assistant Treasurer, or if there shall be more than one, the
assistant treasurers in the order determined by the Board, 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 may from time to time prescribe.

         Section 4.12      Compensation. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board. None of such officers
shall be prevented from receiving such compensation by reason of the fact that
he or she is also a director of the Corporation. Nothing contained herein shall
preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he or she is also a director of the Corporation.

                                    ARTICLE 5
                                 INDEMNIFICATION

         Section 5.1       Right to Indemnification. The Corporation shall
indemnify and hold harmless, to the fullest extent permitted by applicable law
as it presently exists or may hereafter be amended, 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


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investigative (a "proceeding") by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust, enterprise or nonprofit entity, including service with
respect to employee benefit plans, against all liability and loss suffered and
expenses (including attorneys' fees) reasonably incurred by such person. The
Corporation shall be required to indemnify a person in connection with a
proceeding (or part thereof) initiated by such person only if the proceeding (or
part thereof) was authorized by the Board of Directors of the corporation.

         Section 5.2       Prepayment of Expenses. The Corporation shall pay the
expenses (including attorneys' fees) incurred in defending any proceeding in
advance of its final disposition, provided, however, that the payment of
expenses incurred by a director or officer in advance of the final disposition
of the proceeding shall be made only upon receipt of an undertaking by the
director or officer to repay all amounts advanced if it should be ultimately
determined that the director or officer is not entitled to be indemnified under
this Article or otherwise.

         Section 5.3       Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty 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 5.4       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, these by-laws, agreement, vote of stockholders or
disinterested directors or otherwise.

         Section 5.5       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 or agent of another corporation, partnership, joint
venture, trust, enterprise or nonprofit entity shall be reduced by any amount
such person may collect as indemnification from such other corporation,
partnership, joint venture, trust, enterprise or nonprofit enterprise.

         Section 5.6       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 5.7       Other Rights and Remedies. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be


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entitled under any Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

         Section 5.8       Insurance. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

         Section 5.9       Constituent Corporations. For the purposes of this
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

         Section 5.10      Other Enterprises, Fines, and Serving at
Corporation's Request. For the purposes of this Article, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation that imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he 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" as used in this
Article.

         Section 5.11      Right of Indemnitee to Bring Suit or Proceeding. The
rights to indemnification and to the advancement of expenses conferred in this
Article 5 shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the indemnitee's heirs, executors and administrators.
Any repeal or modification of the provisions of this Article 5 shall be
prospective only and shall not adversely affect any right or protection
hereunder of any person with respect to any action, suit or proceeding arising
out of or relating to any act or omission occurring prior to the time of such
repeal or modification. If a claim under this Article 5 is not paid in full by
the Corporation within sixty (60) days after a written claim has been received
by the Corporation, except in the case of a claim for an advancement of


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expenses by a director, in which case the applicable period shall be twenty (20)
days, the indemnitee may at any time thereafter bring a suit or other proceeding
against the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit or proceeding, or in a suit or proceeding
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses (including attorneys' fees) of prosecuting or defending such suit or
proceeding. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such suit or proceeding that
indemnification of the indemnitee is proper under the circumstances because the
indemnitee has met the applicable standard of conduct set forth in the General
Corporation Law of the State of Delaware, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit or proceeding
brought by the indemnitee, be a defense to such suit or proceeding. In any such
suit or proceeding brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover the advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article 5 or
otherwise, shall be on the Corporation.

                                    ARTICLE 6
                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

         Section 6.1       Execution of Contracts. The Board, except as
otherwise provided in these Bylaws, may authorize any officer or officers, agent
or agents, to enter into any contract or execute any instrument in the name and
on behalf of the Corporation, and such authority may be general or confined to
specific instances. It may appoint, or authorize any officer or officers to
appoint, one or more transfer clerks or one or more transfer agents and one or
more registrars, and may require all certificates for stock to bear the
signature or signatures of any of them.

         Section 6.2       Checks, Drafts, Etc. All checks, drafts or other
orders for payment of money, notes or other evidence of indebtedness, issued in
the name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board. Each such officer, assistant, agent or attorney
shall give such bond, if any, as the Board may require.

         Section 6.3       Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power is
delegated by the Board. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, the President, any Vice President
or the


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Treasurer (or any other officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation who shall from time to time
be determined by the Board) may endorse, assign and deliver checks, drafts and
other orders for the payment of money that are payable to the order of the
Corporation.

         Section 6.4       General and Special Bank Accounts. The Board may from
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power is delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                    ARTICLE 7
                                      STOCK

         Section 7.1       Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
are issued and shall be signed in the name of the Corporation by the President
or a Vice President, and by the Secretary or an Assistant Secretary or by the
Treasurer or an Assistant Treasurer. Any or all of the signatures on the
certificates may be a facsimile. If any officer, transfer agent or registrar who
has signed, or whose facsimile signature has been placed upon, any such
certificate, has ceased to be such officer, transfer agent or registrar before
such certificate is issued, such certificate may nevertheless be issued by the
Corporation with the same effect as though the person who signed such
certificate, or whose facsimile signature was placed thereupon, were such
officer, transfer agent or registrar at the date of issue. A record shall be
kept of the respective names of the persons, firms or corporations owning the
stock represented by such certificates, the number and class of shares
represented by such certificates, respectively, and the respective dates
thereof, and in case of cancellation, the respective dates of cancellation.
Every certificate surrendered to the Corporation for exchange or transfer shall
be cancelled, and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
cancelled, except as provided in Section 7.4.

         Section 7.2       Transfers of Stock. Transfers of shares of 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, or with a transfer clerk or
a transfer agent appointed as provided in Section 7.3, and upon 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 by the Corporation to be the owner thereof
for all purposes. Whenever any transfer of shares is made for collateral
security, and not absolutely, such fact


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shall be so expressed in the entry of transfer if, when the certificate or
certificates are presented to the Corporation for transfer, both the transferor
and the transferee request the Corporation to do so.

         Section 7.3       Regulations. The Board may make such rules and
regulations as it may deem expedient (if not inconsistent with these Bylaws)
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

         Section 7.4       Lost, Stolen, Destroyed and Mutilated Certificates.
In any case of loss, theft, destruction or mutilation of any certificate of
stock, another may be issued in its place upon proof of such loss, theft,
destruction or mutilation and upon the giving of a bond of indemnity to the
Corporation in such form and in such sum as the Board may direct; provided,
however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board, it is proper to do so.

         Section 7.5       Fixing Date for Determination of Stockholders of
Record. 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 other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board 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, in any case involving
the determination of stockholders for any purpose other than notice of or voting
at a meeting of stockholders or expressing consent to corporate action without a
meeting, the Board shall not fix such a record date, then the record date for
determining stockholders for such purpose shall be the close of business on the
day on which the Board adopts the resolution relating thereto. A determination
of stockholders entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of such meeting; provided, however, that the
Board may fix a new record date for the adjourned meeting.

                                    ARTICLE 8
                                  MISCELLANEOUS

         Section 8.1       Fiscal Year. The fiscal year of the Corporation shall
be June 30 unless otherwise determined by resolution of the Board.

         Section 8.2       Seal. The Board shall provide a corporate seal, which
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.


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         Section 8.3       Waiver of Notices. Whenever notice is required to be
given by these Bylaws, by the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

         Section 8.4       Amendments. These Bylaws, or any of them, may be
amended, modified, repealed or adopted and new Bylaws may be made (i) by the
Board, acting at any meeting of the Board, or (ii) by the stockholders, at any
annual meeting of stockholders, without previous notice, or at any special
meeting of stockholders, provided that notice of such proposed amendment,
modification, repeal or adoption is given in the notice of special meeting. Any
Bylaws made or altered by the stockholders may be altered or repealed by either
the Board or the stockholders.


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