EXHIBIT 3.2

                                     BYLAWS
                                       OF
                           MCGLEN INTERNET GROUP, INC.

                                TABLE OF CONTENTS
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                                                                                                          PAGE

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ARTICLE I - CORPORATE OFFICES.....................................................................................1
         1.1      REGISTERED OFFICE...............................................................................1
         1.2      OTHER OFFICES...................................................................................1

ARTICLE II - MEETINGS OF STOCKHOLDERS.............................................................................1
         2.1      PLACE OF MEETINGS...............................................................................1
         2.2      ANNUAL MEETING..................................................................................1
         2.3      SPECIAL MEETING.................................................................................3
         2.4      NOTICE OF STOCKHOLDER'S MEETINGS; AFFIDAVIT OF NOTICE...........................................3
         2.5      ADVANCE NOTICE OF STOCKHOLDER NOMINEES..........................................................3
         2.6      QUORUM..........................................................................................4
         2.7      ADJOURNED MEETING; NOTICE.......................................................................4
         2.8      CONDUCT OF BUSINESS.............................................................................4
         2.9      VOTING..........................................................................................4
         2.10     WAIVER OF NOTICE................................................................................5
         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING......................................................5
         2.12     PROXIES.........................................................................................5

ARTICLE III - DIRECTORS...........................................................................................7
         3.1      POWERS..........................................................................................7
         3.2      NUMBER OF DIRECTORS.............................................................................7
         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.........................................7
         3.4      RESIGNATION AND VACANCIES.......................................................................7
         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE........................................................8
         3.6      REGULAR MEETINGS................................................................................8
         3.7      SPECIAL MEETINGS; NOTICE........................................................................9
         3.8      QUORUM..........................................................................................9
         3.9      WAIVER OF NOTICE................................................................................9
         3.10     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING..............................................10
         3.11     FEES AND COMPENSATION OF DIRECTORS.............................................................10
         3.12     APPROVAL OF LOANS TO OFFICERS..................................................................10
         3.13     REMOVAL OF DIRECTORS...........................................................................10
         3.14     CHAIRMAN OF THE BOARD OF DIRECTORS.............................................................10
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<S>                                                                                                             <C>
ARTICLE IV - COMMITTEES..........................................................................................11
         4.1      COMMITTEES OF DIRECTORS........................................................................11
         4.2      COMMITTEE MINUTES..............................................................................11
         4.3      MEETINGS AND ACTION OF COMMITTEES..............................................................12

ARTICLE V - OFFICERS.............................................................................................12
         5.1      OFFICERS.......................................................................................12
         5.2      APPOINTMENT OF OFFICERS........................................................................12
         5.3      SUBORDINATE OFFICERS...........................................................................12
         5.4      REMOVAL AND RESIGNATION OF OFFICERS............................................................12
         5.5      VACANCIES IN OFFICES...........................................................................13
         5.6      CHIEF EXECUTIVE OFFICER........................................................................13
         5.7      PRESIDENT......................................................................................13
         5.8      VICE PRESIDENTS................................................................................13
         5.9      SECRETARY......................................................................................14
         5.10     CHIEF FINANCIAL OFFICER........................................................................14
         5.11     REPRESENTATION OF SHARES OF OTHER CORPORATIONS.................................................14
         5.12     AUTHORITY AND DUTIES OF OFFICERS...............................................................15

ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER
         AGENTS..................................................................................................15
         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS......................................................15
         6.2      INDEMNIFICATION OF OTHERS......................................................................15
         6.3      PAYMENT OF EXPENSES IN ADVANCE.................................................................15
         6.4      INDEMNITY NOT EXCLUSIVE........................................................................16
         6.5      INSURANCE......................................................................................16
         6.6      CONFLICTS......................................................................................16

ARTICLE VII - RECORDS AND REPORTS................................................................................16
         7.1      MAINTENANCE AND INSPECTION OF RECORDS..........................................................16
         7.2      INSPECTION BY DIRECTORS........................................................................17
         7.3      ANNUAL STATEMENT TO STOCKHOLDERS...............................................................17

ARTICLE VI - GENERAL MATTERS.....................................................................................17
         8.1      CHECKS.........................................................................................17
         8.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS...............................................17
         8.3      STOCK CERTIFICATES; PARTLY PAID SHARES.........................................................18
         8.4      SPECIAL DESIGNATION ON CERTIFICATES............................................................18
         8.5      LOST CERTIFICATES..............................................................................19
         8.6      CONSTRUCTION; DEFINITIONS......................................................................19
         8.7      DIVIDENDS......................................................................................19
         8.8      FISCAL YEAR....................................................................................19
         8.9      SEAL...........................................................................................19
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<S>                                                                                                              <C>
         8.10     TRANSFER OF STOCK..............................................................................19
         8.11     STOCK TRANSFER AGREEMENTS......................................................................20
         8.12     REGISTERED STOCKHOLDERS........................................................................20

ARTICLE IX - AMENDMENTS..........................................................................................20

CERTIFICATE OF ADOPTION OF BYLAWS OF ADRENALIN INTERACTIVE, INC.,
         ADOPTION BY INCORPORATOR................................................................................21
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                                     BYLAWS

                                       OF

                           MCGLEN INTERNET GROUP, INC.

                                    ARTICLE I
                                CORPORATE OFFICES

1.1      REGISTERED OFFICE.

         The  address  of the  Corporation's  registered  office in the State of
Delaware is 32 Loockerman  Square,  Suite L-100, City of Dover 19901,  County of
Kent.  The name of its  registered  agent at such  address is The  Prentice-Hall
Corporation System, Inc.

1.2      OTHER OFFICES.

         The Board of Directors may at any time  establish  other offices at any
place or places where the Corporation is qualified to do business.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

2.1      PLACE OF MEETINGS.

         Meetings of stockholders shall be held at any place,  within or outside
the State of Delaware,  designated by the Board of Directors.  In the absence of
any such  designation,  stockholders'  meetings  shall be held at the registered
office of the Corporation.

2.2      ANNUAL MEETING.

         (a) The  annual  meeting of  stockholders  shall be held each year on a
date and at a time designated by the Board of Directors.  In the absence of such
designation,  the  annual  meeting  of  stockholders  shall be held on the third
Tuesday of May in each year at 10:00 a.m. However,  if such day falls on a legal
holiday,  then the meeting  shall be held at the same time and place on the next
succeeding full business day. At the meeting, directors shall be elected and any
other proper business may be transacted.

         (b)  Nominations  of persons for  election to the Board of Directors of
the   Corporation  and  the  proposal  of  business  to  be  transacted  by  the
stockholders  may be made at an annual meeting of  stockholders  (i) pursuant to
the  Corporation's  notice  with  respect  to  such  meeting,  (ii) by or at the
direction  of  the  Board  of  Directors  or  (iii)  by any  stockholder  of the
Corporation  who was a stockholder of record at the time of giving of the notice



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provided for in this Section 2.2, who is entitled to vote at the meeting and who
has complied with the notice procedures set forth in this Section 2.2.

         (c) In addition to the  requirements of Section 2.5, for nominations or
other business to be properly  brought before an annual meeting by a stockholder
pursuant to clause (iii) of paragraph  (b) of this Section 2.2, the  stockholder
must have  given  timely  notice  thereof in  writing  to the  secretary  of the
Corporation  and such business must be a proper  matter for  stockholder  action
under the General  Corporation  Law of Delaware.  To be timely,  a stockholder's
notice shall be delivered to the secretary at the principal executive offices of
the  Corporation  not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding  year's annual meeting of  stockholders;  provided,
however,  that in the event that the date of the annual  meeting is more than 30
days prior to or more than 60 days after such  anniversary  date,  notice by the
stockholder  to be timely must be so  delivered  not  earlier  than the 90th day
prior to such  annual  meeting  and not later than the close of  business on the
later of the 60th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made. Such
stockholder's  notice shall set forth (i) as to each person whom the stockholder
proposes to nominate for election or  reelection  as a director all  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
(the "Exchange Act")  (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected);  (ii)
as to any other  business  that the  stockholder  proposes  to bring  before the
meeting,  a brief description of such business,  the reasons for conducting such
business  at the  meeting and any  material  interest  in such  business of such
stockholder  and the beneficial  owner,  if any, on whose behalf the proposal is
made;  and (iii) as to the  stockholder  giving the  notice  and the  beneficial
owner,  if any, on whose behalf the  nomination or proposal is made (A) the name
and address of such stockholder,  as they appear on the Corporation's books, and
of  such  beneficial  owner  and (B) the  class  and  number  of  shares  of the
Corporation  which are owned  beneficially and of record by such stockholder and
such beneficial owner.

         (d) Only such  business  shall be  conducted  at an annual  meeting  of
stockholders  as shall have been brought  before the meeting in accordance  with
the  procedures set forth in this Section 2.2. The chairman of the meeting shall
determine  whether a nomination or any business proposed to be transacted by the
stockholders  has been properly  brought before the meeting and, if any proposed
nomination or business has not been  properly  brought  before the meeting,  the
chairman  shall declare that such proposed  business or nomination  shall not be
presented for stockholder action at the meeting.

         (e) For purposes of this Section 2.2, "public  announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service.

         (f) Nothing in this Section 2.2 shall be deemed to affect any rights of
stockholders  to request  inclusion  of  proposals  in the  Corporation's  proxy
statement pursuant to Rule 14a-8 under the Exchange Act.



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2.3      SPECIAL MEETING.

         A special meeting of the  stockholders may be called at any time by the
Board of Directors, or by the chairman of the board, or by the president.

2.4      NOTICE OF STOCKHOLDER'S MEETINGS; AFFIDAVIT OF NOTICE.

         All notices of meetings of  stockholders  shall be in writing and shall
be sent or otherwise  given in accordance  with this Section 2.4 of these Bylaws
not less than 10 nor more than 60 days  before  the date of the  meeting to each
stockholder  entitled to vote at such meeting (or such longer or shorter time as
is required by Section 2.5 of these  Bylaws,  if  applicable).  The notice shall
specify the place, date, and hour of the meeting,  and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. Written notice
of any meeting of stockholders, if mailed, is given when deposited in the United
States mail,  postage prepaid,  directed to the stockholder at his address as it
appears on the records of the  Corporation.  An affidavit of the secretary or an
assistant  secretary or of the transfer agent of the Corporation that the notice
has been given  shall,  in the absence of fraud,  be prima face  evidence of the
facts stated therein.

2.5      ADVANCE NOTICE OF STOCKHOLDER NOMINEES.

         Only persons who are nominated in accordance  with the  procedures  set
forth  in this  Section  2.5  shall  be  eligible  for  election  as  directors.
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 2.5. 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 less than 60 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than 60 days' notice
or  prior  public  disclosure  of the  date of the  meeting  is given or made to
stockholders,  notice by the  stockholder  to be timely must be so received  not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such  stockholder's  notice  shall  set  forth  (a) 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 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  Exchange  Act  (including,
without  limitation,  such person's  written consent to being named in the proxy
statement as a nominee and to serving as a director if  elected);  and (b) 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




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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  nominated in accordance with
the procedures set forth in this Section 2.5. 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 Bylaws,  and if he
or she should so  determine,  he or she shall so declare to the  meeting and the
defective nomination shall be disregarded.

2.6      QUORUM.

         The  holders of a majority  of the stock  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 is not present or  represented at any
meeting of the stockholders,  then either (a) the chairman of the meeting or (b)
the stockholders  entitled to vote thereat,  present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other  than  announcement  at  the  meeting,   until  a  quorum  is  present  or
represented.  At  such  adjourned  meeting  at  which a  quorum  is  present  or
represented,  any business may be transacted  that might have been transacted at
the meeting as originally noticed.

2.7      ADJOURNED MEETING; NOTICE.

         When a meeting is  adjourned  to another  time or place,  unless  these
Bylaws otherwise  require,  notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken.  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,  a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

2.8      CONDUCT OF BUSINESS.

         The chairman of any meeting of  stockholders  shall determine the order
of business and the procedure at the meeting, including the manner of voting and
the conduct of business.

2.9      VOTING.

         (a) The  stockholders  entitled to vote at any meeting of  stockholders
shall be determined in accordance  with the  provisions of Section 2.11 of these
Bylaws,  subject  to the  provisions  of  Sections  217 and  218 of the  General
Corporation Law of Delaware (relating to voting rights of fiduciaries,  pledgers
and joint owners of stock and to voting trusts and other voting agreements).





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         (b) Except  as  may  be  otherwise   provided  in  the  Certificate  of
Incorporation,  each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder.

2.10     WAIVER OF NOTICE.

         Whenever  notice is  required to be given  under any  provision  of the
General  Corporation Law of Delaware or of the Certificate of  Incorporation  or
these Bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
notice.  Attendance of a person at a meeting shall constitute a waiver of notice
of such  meeting,  except  when the  person  attends a meeting  for the  express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders  need be specified in any written waiver of notice unless so
required by the Certificate of Incorporation or these Bylaws.

2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING.

         In order that the Corporation may determine the  stockholders  entitled
to  notice  of or to vote at any  meeting  of  stockholders  or any  adjournment
thereof or entitled to 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 60 nor less than 10 days before the date of such  meeting,  nor
more than 60 days prior to any other action.  If the Board of Directors does not
so fix a record date:

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

         (b) The record date for determining  stockholders 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.

2.12     PROXIES.

         Each  stockholder  entitled  to vote at a meeting of  stockholders  may
authorize  another  person or persons to act for such  stockholder  by a written
proxy,   signed  by  the  stockholder  and  filed  with  the  secretary  of  the
Corporation,  but no such proxy  shall be voted or acted upon after  three years
from its date,  unless the proxy provides for a longer period.  A proxy shall be
deemed  signed if the  stockholder's  name is placed  on the proxy  (whether  by
manual  signature,  typewriting,  telegraphic  transmission or otherwise) by the




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stockholder or the stockholder's  attorney-in-fact.  The revocability of a proxy
that  states  on its  face  that it is  irrevocable  shall  be  governed  by the
provisions of Section 212(e) of the General Corporation Law of Delaware.

                                   ARTICLE III
                                    DIRECTORS

3.1      POWERS.

         Subject to the  provisions of the General  Corporation  Law of Delaware
and any limitations in the Certificate of Incorporation or these Bylaws relating
to action  required  to be approved by the  stockholders  or by the  outstanding
shares,  the  business and affairs of the  Corporation  shall be managed and all
corporate  powers shall be  exercised by or under the  direction of the Board of
Directors.

3.2      NUMBER OF DIRECTORS.

         Upon the adoption of these Bylaws, the number of directors constituting
the entire Board of Directors shall be seven (7). Thereafter, this number may be
changed  by a  resolution  of the  Board of  Directors  or of the  stockholders,
subject to Section 3.4 of these Bylaws. No reduction of the authorized number of
directors  shall have the effect of removing any director before that director's
term of office expires.

3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.

         Except as provided in Section 3.4 of these Bylaws,  directors  shall be
elected  at each  annual  meeting of  stockholders  or may be  appointed  by the
Board's  majority vote to hold office until the next annual meeting  whereby the
majority  stockholders  must  ratify  such  appointment.  Directors  need not be
stockholders  unless so required by the  Certificate of  Incorporation  or these
Bylaws,  wherein other  qualifications  for directors  may be  prescribed.  Each
director,  including  a director  elected to fill a vacancy,  shall hold  office
until his or her  successor  is  elected  and  qualified  or until  his  earlier
resignation or removal.

         Elections of directors need not be by written ballot.

3.4      RESIGNATION AND VACANCIES.

         Any  director  may  resign  at any  time  upon  written  notice  to the
attention of the  secretary of the  Corporation.  When one or more  directors so
resigns and the  resignation  is  effective  at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such  vacancy or  vacancies,  the vote  thereon to take effect when such
resignation or resignations shall become effective,  and each director so chosen
shall hold office as provided in this section in the filling of other vacancies.
A vacancy  created by the removal of a director by the vote of the  stockholders
or by court  order may be filled only by the  affirmative  vote of a majority of





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the shares  represented  and voting at a duly held  meeting at which a quorum is
present  (which shares voting  affirmatively  also  constitute a majority of the
quorum. Each director so elected shall hold office until the next annual meeting
of the stockholders and until a successor has been elected and qualified.

         Unless otherwise  provided in the Certificate of Incorporation or these
Bylaws:

         (a)  Vacancies  and  newly  created  directorships  resulting  from any
increase  in  the  authorized   number  of  directors  elected  by  all  of  the
stockholders  having  the  right to vote as a single  class  may be  filled by a
majority of the directors then in office,  although less than a quorum,  or by a
sole remaining director.

         (b)  Whenever  the  holders  of any class or classes of stock or series
thereof are  entitled to elect one or more  directors by the  provisions  of the
Certificate of Incorporation,  vacancies and newly created directorships of such
class or classes or series may be filled by a majority of the directors  elected
by such  class  or  classes  or  series  thereof  then in  office,  or by a sole
remaining director so elected.

         If at any time, by reason of death or resignation  or other cause,  the
Corporation  should  have no  directors  in  office,  then  any  officer  or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary  entrusted with like  responsibility for the person or estate
of a stockholder,  may call a special meeting of stockholders in accordance with
the provisions of the Certificate of Incorporation or these Bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the General  Corporation  Law of Delaware.  If, at the time of
filling any vacancy or any newly created  directorship,  the  directors  then in
office  constitute  less than a majority  of the whole  Board of  Directors  (as
constituted immediately prior to any such increase),  then the Court of Chancery
may, upon application of any stockholder or stockholders holding at least 10% of
the total number of the shares at the time outstanding  having the right to vote
for such  directors,  summarily  order an  election  to be held to fill any such
vacancies or newly created directorships,  or to replace the directors chosen by
the directors  then in office as aforesaid,  which election shall be governed by
the provisions of Section 211 of the General  Corporation Law of Delaware as far
as applicable.

3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE.

         The Board of  Directors  of the  Corporation  may hold  meetings,  both
regular and  special,  either  within or outside the State of  Delaware.  Unless
otherwise  restricted  by the  Certificate  of  Incorporation  or these  Bylaws,
members of the Board of Directors,  or any committee  designated by the Board of
Directors,  may  participate  in a  meeting  of the Board of  Directors,  or any
committee, by means of conference telephone or similar communications  equipment
by means of which all persons  participating in the meeting can hear each other,
and such  participation in a meeting shall constitute  presence in person at the
meeting.






<PAGE>


3.6      REGULAR MEETINGS.

         Regular  meetings of the Board of Directors may be held without  notice
at such time and at such place as shall from time to time be  determined  by the
Board of Directors.

3.7      SPECIAL MEETINGS; NOTICE.

         Special  meetings of the Board of Directors for any purpose or purposes
may be called at any time by the chairman of the board, the president,  any vice
president,  the secretary or any two directors.  Notice of the time and place of
special meetings shall be delivered  personally or by telephone to each director
or sent by  first-class  mail or telegram,  charges  prepaid,  addressed to each
director  at that  director's  address  as it is  shown  on the  records  of the
Corporation. If the notice is mailed, it shall be deposited in the United States
mail at least four days  before the time of the holding of the  meeting.  If the
notice is delivered  personally  or by  telephone  or by  telegram,  it shall be
delivered  personally  or by telephone or to the  telegraph  company at least 48
hours  before the time of the  holding of the  meeting.  Any oral  notice  given
personally  or by telephone may be  communicated  either to the director or to a
person at the office of the director who the person giving the notice has reason
to believe will promptly  communicate  it to the  director.  The notice need not
specify the purpose or the place of the meeting, if the meeting is to be held at
the principal executive office of the Corporation.

3.8      QUORUM.

         At all meetings of the Board of Directors, a majority of the authorized
number of 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  is not  present  at any  meeting  of the  Board of
Directors,  then the directors present thereat may adjourn the meeting from time
to time,  without notice other than announcement at the meeting,  until a quorum
is present.  A meeting at which a quorum is  initially  present may  continue to
transact  business  notwithstanding  the withdrawal of directors,  if any action
taken is  approved  by at  least a  majority  of the  required  quorum  for that
meeting.

3.9      WAIVER OF NOTICE.

         Whenever  notice is  required to be given  under any  provision  of the
General  Corporation Law of Delaware or of the Certificate of  Incorporation  or
these Bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
notice.  Attendance of a person at a meeting shall constitute a waiver of notice
of such  meeting,  except  when the  person  attends a meeting  for the  express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the directors,  or members of a committee of directors,  need be specified in
any  written  waiver  of  notice  unless  so  required  by  the  Certificate  of
Incorporation or these Bylaws.



<PAGE>



3.10     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

         Unless  otherwise  restricted by the  Certificate of  Incorporation  or
these Bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors,  or of any committee thereof, may be taken without a meeting
if all  members  of the Board of  Directors  or  committee,  as the case may be,
consent  thereto  in writing  and the  writing  or  writings  are filed with the
minutes of proceedings of the Board of Directors or committee.  Written consents
representing  actions  taken by the board or committee may be executed by telex,
telecopy or other facsimile transmission,  and such facsimile shall be valid and
binding to the same extent as if it were an original.

3.11     FEES AND COMPENSATION OF DIRECTORS.

         Unless  otherwise  restricted by the  Certificate of  Incorporation  or
these  laws,  the  Board  of  Directors  shall  have  the  authority  to fix the
compensation of directors. No such compensation shall preclude any director from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor.

3.12     APPROVAL OF LOANS TO OFFICERS.

         The  Corporation  may lend money to, or guarantee any obligation of, or
otherwise  assist any  officer or other  employee of the  Corporation  or of its
subsidiary,  including  any  officer  or  employee  who  is a  director  of  the
Corporation or its subsidiary,  whenever, in the judgment of the directors, such
loan,  guaranty  or  assistance  may  reasonably  be  expected  to  benefit  the
Corporation.  The loan,  guaranty  or other  assistance  may be with or  without
interest  and may be  unsecured,  or  secured  in such  manner  as the  Board of
Directors shall approve,  including,  without limitation,  a pledge of shares of
stock of the Corporation.  Nothing in this Section 3.2 contained shall be deemed
to deny, limit or restrict the powers of guaranty or warranty of the Corporation
at common law or under any statute.

3.13     REMOVAL OF DIRECTORS.

         Unless  otherwise   restricted  by  statute,   by  the  Certificate  of
Incorporation or by these Bylaws,  any director or the entire Board of Directors
may be  removed,  with or without  cause,  by the  holders of a majority  of the
shares then  entitled to vote at an election of  directors;  provided,  however,
that if the  stockholders of the Corporation are entitled to cumulative  voting,
if less than the entire Board of Directors is to be removed,  no director may be
removed  without cause if the votes cast against his removal would be sufficient
to elect him if then  cumulatively  voted at an election of the entire  Board of
Directors.  No reduction of the  authorized  number of directors  shall have the
effect of removing any director prior to the expiration of such  director's term
of office.

3.14     CHAIRMAN OF THE BOARD OF DIRECTORS.

         The  Corporation  may also  have,  at the  discretion  of the  Board of
Directors,  a chairman of the Board of Directors  who shall not be considered an
officer of the Corporation.



<PAGE>




                                   ARTICLE IV
                                   COMMITTEES

4.1      COMMITTEES OF DIRECTORS.

         The Board of Directors  may, by resolution  passed by a majority of the
whole, Board of Directors, designate one or more committees, with each committee
to  consist of one or more of the  directors  of the  Corporation.  The Board of
Directors  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 a committee,
the member or members thereof present at any meeting and not  disqualified  from
voting,  whether  or not  such  member  or  members  constitute  a  quorum,  may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting  in the  place of any  such  absent  or  disqualified  member.  Any such
committee, to the extent provided in the resolution of the Board of Directors or
in the Bylaws of the Corporation, shall have and may exercise all the powers and
authority  of the Board of  Directors  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 that may require it; but no such committee  shall have the
power or authority to (a) amend the Certificate of Incorporation  (except that a
committee  may,  to the  extent  authorized  in the  resolution  or  resolutions
providing  for the issuance of shares of stock adopted by the Board of Directors
as provided in Section 151(a) of the General  Corporation  Law of Delaware,  fix
the designations and any of the preferences or rights of such shares relating to
dividends,   redemption,   dissolution,   any  distribution  of  assets  of  the
Corporation or the conversion  into, or the exchange of such shares for,  shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the Corporation or fix the number of shares of any series
of stock or authorize the increase or decrease of the shares of any series), (b)
adopt an agreement of merger or  consolidation  under Sections 251 or 252 of the
General Corporation Law of Delaware, (c) recommend to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's  property and
assets,  (d) recommend to the stockholders a dissolution of the Corporation or a
revocation of a dissolution,  or (e) amend the Bylaws of the  Corporation;  and,
unless  the board  resolution  establishing  the  committee,  the  Bylaws or the
Certificate of Incorporation  expressly so provide, no such committee shall have
the power or  authority  to declare a dividend,  to  authorize  the  issuance of
stock, or to adopt a certificate of ownership and merger pursuant to Section 253
of the General Corporation Law of Delaware.

4.2      COMMITTEE MINUTES.

         Each  committee  shall keep regular  minutes of its meetings and report
the same to the Board of Directors when required.

4.3      MEETINGS AND ACTION OF COMMITTEES.

         Meetings and actions of  committees  shall be governed by, and held and
taken in accordance  with,  the provisions of Section 3.5 (place of meetings and



<PAGE>


meetings by  telephone),  Section 3.6 (regular  meetings),  Section 3.7 (special
meetings and notice), Section 3.8 (quorum),  Section 3.9 (waiver of notice), and
Section 3.10 (action  without a meeting) of these  Bylaws,  with such changes in
the context of such  provisions as are necessary to substitute the committee and
its members for the Board of Directors and its members; provided,  however, that
the  time  of  regular  meetings  of  committees  may be  determined  either  by
resolution  of the Board of Directors or by resolution  of the  committee,  that
special  meetings of committees may also be called by resolution of the Board of
Directors and that notice of special  meetings of committees shall also be given
to all alternate members, who shall have the right to attend all meetings of the
committee.  The Board of  Directors  may adopt rules for the  government  of any
committee not inconsistent with the provisions of these Bylaws.

                                    ARTICLE V
                                    OFFICERS

5.1      OFFICERS.

         The officers of the Corporation shall be a chief executive  officer,  a
president, a secretary,  and a chief financial officer. The Corporation may also
have, at the discretion of the Board of Directors,  one or more vice presidents,
one or more assistant  secretaries,  one or more assistant  treasurers,  and any
such other  officers as may be appointed in  accordance  with the  provisions of
Section  5.3 of these  Bylaws.  Any  number of  offices  may be held by the same
person.

5.2      APPOINTMENT OF OFFICERS.

         The  officers  of  the  Corporation,  except  such  officers  as may be
appointed  in  accordance  with the  provisions  of Sections 5.3 or 5.5 of these
Bylaws, shall be appointed by the Board of Directors,  subject to the rights, if
any, of an officer under any contract of employment.

5.3      SUBORDINATE OFFICERS.

         The Board of  Directors  may  appoint,  or empower the chief  executive
officer or the  president  to  appoint,  such other  officers  and agents as the
business of the Corporation may require, each of whom shall hold office for such
period,  have such  authority,  and perform such duties as are provided in these
Bylaws or as the Board of Directors may from time to time determine.

5.4      REMOVAL AND RESIGNATION OF OFFICERS.

         Subject to the  rights,  if any,  of an officer  under any  contract of
employment,  any  officer may be removed,  either with or without  cause,  by an
affirmative  vote of the  majority of the Board of  Directors  at any regular or
special  meeting of the Board of Directors  or, except in the case of an officer
chosen by the Board of Directors, by any officer upon whom such power of removal
may be conferred by the Board of  Directors.  Any officer may resign at any time
by giving written  notice to the attention of the secretary of the  Corporation.
Any  resignation  shall take effect at the date of the receipt of that notice or





<PAGE>


at any later time specified in that notice;  and, unless otherwise  specified in
that notice, the acceptance of the resignation shall not be necessary to make it
effective.  Any resignation is without  prejudice to the rights,  if any, of the
Corporation under any contract to which the officer is a party.

5.5      VACANCIES IN OFFICES.

         Any vacancy  occurring in any office of the Corporation shall be filled
by the Board of Directors.

5.6      CHIEF EXECUTIVE OFFICER.

         Subject  to such  supervisory  powers,  if any,  as may be given by the
Board of  Directors to the  chairman of the board,  if any, the chief  executive
officer  of the  Corporation  shall,  subject  to the  control  of the  Board of
Directors, have general supervision,  direction, and control of the business and
the officers of the Corporation.  He or she shall preside at all meetings of the
stockholders  and, in the absence or nonexistence of a chairman of the board, at
all  meetings of the Board of  Directors  and shall have the general  powers and
duties of management  usually vested in the office of chief executive officer of
a  corporation  and shall have such other powers and duties as may be prescribed
by the Board of Directors or these Bylaws.

5.7      PRESIDENT.

         Subject  to such  supervisory  powers,  if any,  as may be given by the
Board of Directors to the chairman of the board,  if any, or the chief executive
officer, the president shall have general supervision, direction, and control of
the business  and other  officers of the  Corporation.  He or she shall have the
general  powers  and  duties  of  management  usually  vested  in the  office of
president of a corporation and such other powers and duties as may be prescribed
by the Board of Directors or these Bylaws.

5.8      VICE PRESIDENTS.

         In the  absence  or  disability  of the  chief  executive  officer  and
president,  the vice presidents,  if any, in order of their rank as fixed by the
Board of Directors or, if not ranked,  a vice president  designated by the Board
of  Directors,  shall perform all the duties of the president and when so acting
shall have all the powers of, and be subject to all the  restrictions  upon, the
president.  The vice  presidents  shall have such other  powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors, these Bylaws, the president or the chairman of the board.

5.9      SECRETARY.

         The  secretary  shall  keep  or  cause  to be  kept,  at the  principal
executive  office  of the  Corporation  or such  other  place  as the  Board  of
Directors  may  direct,  a book  of  minutes  of all  meetings  and  actions  of





<PAGE>


directors, committees of directors, and stockholders. The minutes shall show the
time and  place of each  meeting,  the  names of  those  present  at  directors'
meetings or committee  meetings,  the number of shares present or represented at
stockholders'  meetings,  and the proceedings thereof. The secretary shall keep,
or cause to be kept, at the principal  executive office of the Corporation or at
the office of the  Corporation's  transfer agent or registrar,  as determined by
resolution of the Board of Directors,  a share  register,  or a duplicate  share
register,  showing the names of all stockholders and their addresses, the number
and  classes  of  shares  held by each,  the  number  and  date of  certificates
evidencing  such  shares,  and the  number  and  date of  cancellation  of every
certificate surrendered for cancellation.  The secretary shall give, or cause to
be  given,  notice  of all  meetings  of the  stockholders  and of the  Board of
Directors  required to be given by law or by these Bylaws.  He or she shall keep
the seal of the Corporation,  if one be adopted,  in safe custody and shall have
such other  powers and perform  such other  duties as may be  prescribed  by the
Board of Directors or by these Bylaws.

5.10     CHIEF FINANCIAL OFFICER.

         The chief  financial  officer shall keep and  maintain,  or cause to be
kept and  maintained,  adequate and correct books and records of accounts of the
properties and business  transactions of the Corporation,  including accounts of
its  assets,  liabilities,  receipts,  disbursements,   gains,  losses,  capital
retained  earnings,  and shares.  The books of account  shall at all  reasonable
times be open to inspection by any director.  The chief financial  officer shall
deposit  all  moneys  and other  valuables  in the name and to the credit of the
Corporation  with  such  depositories  as may be  designated  by  the  Board  of
Directors.  He or she  shall  disburse  the funds of the  Corporation  as may be
ordered by the Board of  Directors,  shall  render to the  president,  the chief
executive officer, or the directors,  upon request, an account of all his or her
transactions  as chief financial  officer and of the financial  condition of the
Corporation, and shall have other powers and perform such other duties as may be
prescribed by the Board of Directors or the Bylaws.

5.11     REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

         The chairman of the board, the chief executive officer,  the president,
any vice  president,  the chief  financial  officer,  the secretary or assistant
secretary of this  Corporation,  or any other person  authorized by the Board of
Directors or the chief  executive  officer or the president or a vice president,
is authorized to vote, represent, and exercise on behalf of this Corporation all
rights  incident to any and all shares of any other  corporation or corporations
standing in the name of this  Corporation.  The authority  granted herein may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power  of  attorney  duly  executed  by the  person  having  such
authority.

5.12     AUTHORITY AND DUTIES OF OFFICERS.

         In addition to the foregoing  authority and duties, all officers of the
Corporation  shall  respectively  have such authority and perform such duties in
the management of the business of the Corporation as may be designated from time
to time by the Board of Directors or the stockholders.




<PAGE>



                                   ARTICLE VI
          INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER
                                     AGENTS

6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Corporation  shall,  to the  maximum  extent  and  in  the  manner
permitted  by the General  Corporation  Law of Delaware,  indemnify  each of its
directors and officers against expenses (including attorneys' fees),  judgments,
fines,  settlements  and other  amounts  actually  and  reasonably  incurred  in
connection with any  proceeding,  arising by reason of the fact that such person
is or was an agent of the  Corporation.  For  purposes  of this  Section  6.1, a
"director" or "officer" of the Corporation includes any person (a) who is or was
a  director  or  officer of the  Corporation,  (b) who is or was  serving at the
request  of the  Corporation  as a director  or officer of another  corporation,
partnership, joint venture, trust or other enterprise, or (c) who was a director
or  officer  of a  Corporation  which  was  a  predecessor  corporation  of  the
Corporation  or of  another  enterprise  at  the  request  of  such  predecessor
corporation.

6.2      INDEMNIFICATION OF OTHERS.

         The Corporation  shall have the power, to the maximum extent and in the
manner permitted by the General  Corporation Law of Delaware,  to indemnify each
of its employees and agents (other than directors and officers) against expenses
(including  attorneys' fees),  judgments,  fines,  settlements and other amounts
actually and reasonably  incurred in connection with any proceeding,  arising by
reason of the fact that such person is or was an agent of the  Corporation.  For
purposes of this Section 6.2, an "employee" or "agent" of the Corporation (other
than a director or officer) includes any person (a) who is or was an employee or
agent  of the  Corporation,  (b) who is or was  serving  at the  request  of the
Corporation as an employee or agent of another corporation,  partnership,  joint
venture,  trust or other  enterprise,  or (c) who was an  employee or agent of a
corporation which was a predecessor corporation of the Corporation or of another
enterprise at the request of such predecessor corporation.

6.3      PAYMENT OF EXPENSES IN ADVANCE.

         Expenses  incurred  in  defending  any action or  proceeding  for which
indemnification is required pursuant to Section 6.1 or for which indemnification
is  permitted  pursuant to Section 6.2  following  authorization  thereof by the
Board of  Directors  shall be paid by the  Corporation  in  advance of the final
disposition of such action or proceeding upon receipt of an undertaking by or on
behalf of the indemnified  party to repay such amount if it shall  ultimately be
determined  that the  indemnified  party is not  entitled to be  indemnified  as
authorized in this Article VI.

6.4      INDEMNITY NOT EXCLUSIVE.

         The  indemnification  provided  by this  Article VI shall not be deemed
exclusive  of any other  rights to which those  seeking  indemnification  may be




<PAGE>


entitled  under any Bylaw,  agreement,  vote of  shareholders  or  disinterested
directors  or  otherwise,  both as to action in an official  capacity  and as to
action in another  capacity  while holding such office,  to the extent that such
additional  rights to  indemnification  are  authorized  in the  Certificate  of
Incorporation.

6.5      INSURANCE.

         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 or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether  or not the  Corporation  would have the power to  indemnify  him or her
against such liability  under the provisions of the General  Corporation  Law of
Delaware.

6.6      CONFLICTS.

         No  indemnification  or advance  shall be made under this  Article  VI,
except  where such  indemnification  or advance is mandated by law or the order,
judgment or decree of any court of competent  jurisdiction,  in any circumstance
where it appears:

         (a) That it would be  inconsistent  with a provision of the Certificate
of Incorporation, these Bylaws, a resolution of the stockholders or an agreement
in effect at the time of the accrual of the alleged cause of the action asserted
in the  proceeding  in which the expenses  were  incurred or other  amounts were
paid, which prohibits or otherwise limits indemnification;  or (b) That it would
be inconsistent  with any condition  expressly imposed by a court in approving a
settlement.

                                   ARTICLE VII
                               RECORDS AND REPORTS

7.1      MAINTENANCE AND INSPECTION OF RECORDS.

         The Corporation shall,  either at its principal executive offices or at
such place or places as designated  by the Board of Directors,  keep a record of
its  stockholders  listing their names and addresses and the number and class of
shares  held by each  stockholder,  a copy of these  Bylaws as  amended to date,
accounting books, and other records.  Any stockholder of record, in person or by
attorney or other  agent,  shall,  upon  written  demand  under oath stating the
purpose  thereof,  have the right during the usual hours for business to inspect
for  any  proper  purpose  the  Corporation's   stock  ledger,  a  list  of  its
stockholders,  and its other  books and  records  and to make copies or extracts
therefrom.  A proper  purpose  shall mean a purpose  reasonably  related to such
person's interest as a stockholder. In every instance where an attorney or other
agent is the person  who seeks the right to  inspection,  the demand  under oath
shall  be  accompanied  by a power  of  attorney  or  such  other  writing  that
authorizes  the attorney or other agent to so act on behalf of the  stockholder.
The demand  under oath shall be directed to the  Corporation  at its  registered
office in Delaware or at its principal place of business.




<PAGE>



7.2      INSPECTION BY DIRECTORS.

         Any director  shall have the right to examine the  Corporation's  stock
ledger,  a list of its  stockholders,  and its  other  books and  records  for a
purpose  reasonably  related to his or her position as a director.  The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether a
director is entitled to the inspection sought. The Court may summarily order the
Corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts  therefrom.  The
Court may, in its  discretion,  prescribe any  limitations  or  conditions  with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

7.3      ANNUAL STATEMENT TO STOCKHOLDERS.

         The Board of Directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the stockholders,
a full and clear statement of the business and condition of the Corporation.

                                   ARTICLE VI
                                 GENERAL MATTERS

8.1      CHECKS.

         From time to time, the Board of Directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money,  notes or other evidences of  indebtedness  that are issued in
the name of or payable to the  Corporation,  and only the persons so  authorized
shall sign or endorse those instruments.

8.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.

         The Board of Directors,  except as otherwise  provided in these Bylaws,
may  authorize  any officer or officers,  or agent or agents,  to enter into any
contract  or  execute  any  instrument  in the  name  of and  on  behalf  of the
Corporation;  such  authority may be general or confined to specific  instances.
Unless so  authorized or ratified by the Board of Directors or within the agency
power of an  officer,  no  officer,  agent or  employee  shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

8.3      STOCK CERTIFICATES; PARTLY PAID SHARES.

         The shares of the  Corporation  shall be represented  by  certificates,
provided  that  the  Board  of  Directors  of the  Corporation  may  provide  by
resolution  or  resolutions  that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
Corporation.  Not withstanding the adoption of such a resolution by the Board of




<PAGE>


Directors,  every holder of stock  represented by certificates  and upon request
every holder of  uncertificated  shares shall be entitled to have a  certificate
signed by, or in the name of the Corporation by the chairman or vice-chairman of
the Board of  Directors,  or the chief  executive  officer or the  president  or
vice-president, and by the chief financial officer or an assistant treasurer, or
the  secretary or an assistant  secretary of the  Corporation  representing  the
number of shares registered in certificate form. Any or all of the signatures on
the  certificate  may be a  facsimile.  In case any officer,  transfer  agent or
registrar  who has signed or whose  facsimile  signature  has been placed upon a
certificate  has ceased to be such officer,  transfer agent or registrar  before
such  certificate is issued,  it may be issued by the Corporation  with the same
effect as if he or she were such  officer,  transfer  agent or  registrar at the
date of issue.  The Corporation may issue the whole or any part of its shares as
partly paid and subject to call for the  remainder  of the  consideration  to be
paid  therefor.  Upon  the  face or back of each  stock  certificate  issued  to
represent  any such  partly  paid  shares,  upon the  books and  records  of the
Corporation in the case of uncertificated  partly paid shares,  the total amount
of the  consideration  to be paid  therefor and the amount paid thereon shall be
stated.  Upon  the  declaration  of any  dividend  on  fully  paid  shares,  the
Corporation  shall declare a dividend upon partly paid shares of the same class,
but only upon the basis of the  percentage  of the  consideration  actually paid
thereon.

8.4      SPECIAL DESIGNATION ON CERTIFICATES.

         If the  Corporation is authorized to issue more than one class of stock
or more than one series of any class,  then the powers,  the  designations,  the
preferences, and the 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  that the  Corporation  shall
issue to  represent  such  class or series of stock;  provided,  however,  that,
except as otherwise  provided in Section 202 of the General  Corporation  Law of
Delaware,  in lieu of the foregoing  requirements  there may be set forth on the
face or back of the certificate  that 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 powers, the designations,
the  preferences,  and the  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.

8.5      LOST CERTIFICATES.

         Except as provided in this Section 8.5, no new  certificates for shares
shall be issued to replace a previously issued  certificate unless the latter is
surrendered to the  Corporation  and canceled at the same time. The  Corporation
may issue a new  certificate of stock or  uncertificated  shares in the place of
any certificate  previously  issued by it, alleged to have been lost,  stolen or
destroyed,  and the  Corporation  may require  the owner of the lost,  stolen or
destroyed  certificate,  or  the  owner's  legal  representative,  to  give  the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the  alleged  loss,  theft or  destruction  of any such
certificate or the issuance of such new certificate or uncertificated shares.






<PAGE>

8.6      CONSTRUCTION; DEFINITIONS.

         Unless the context requires otherwise, the general provisions, rules of
construction,  and  definitions in the Delaware  General  Corporation  Law shall
govern the construction of these Bylaws. Without limiting the generality of this
provision,  the singular number includes the plural,  the plural number includes
the singular,  and the term "person"  includes both a corporation  and a natural
person.

8.7      DIVIDENDS.

         The directors of the Corporation, subject to any restrictions contained
in (a)  the  General  Corporation  Law of  Delaware  or (b) the  Certificate  of
Incorporation,  may  declare  and pay  dividends  upon the shares of its capital
stock.  Dividends  may be  paid  in  cash,  in  property,  or in  shares  of the
Corporation's  capital stock. The directors of the Corporation may set apart out
of any of the funds of the  Corporation  available  for  dividends  a reserve or
reserves for any proper purpose and may abolish any such reserve.  Such purposes
shall  include  but  not  be  limited  to  equalizing  dividends,  repairing  or
maintaining any property of the Corporation, and meeting contingencies.

8.8      FISCAL YEAR.

         The fiscal year of the Corporation  shall be fixed by resolution of the
Board of Directors and may be changed by the Board of Directors.

8.9      SEAL.

         The  Corporation  may adopt a corporate  seal,  which may be altered at
pleasure,  and may use the same by  causing  it or a  facsimile  thereof,  to be
impressed or affixed or in any other manner reproduced.

8.10     TRANSFER 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,  assignation  or 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 in its books.

8.11     STOCK TRANSFER AGREEMENTS.

         The  Corporation  shall  have  power to  enter  into  and  perform  any
agreement with any number of stockholders of any one or more classes of stock of
the  Corporation to restrict the transfer of shares of stock of the  Corporation
of any  one or more  classes  owned  by  such  stockholders  in any  manner  not
prohibited by the General Corporation Law of Delaware.

8.12     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




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to  vote as  such  owner,  shall  be  entitled  to hold  liable  for  calls  and
assessments the 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  another  person,  whether  or not it shall  have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Delaware.

                                   ARTICLE IX
                                   AMENDMENTS

         The Bylaws of the  Corporation  may be adopted,  amended or repealed by
the stockholders entitled to vote; provided,  however, that the Corporation may,
in its Certificate of Incorporation,  confer the power to adopt, amend or repeal
Bylaws upon the  directors.  The fact that such power has been so conferred upon
the directors shall not divest the  stockholders  of the power,  nor limit their
power to adopt, amend or repeal Bylaws.

                        CERTIFICATE OF ADOPTION OF BYLAWS
                                       OF
                          MCGLEN INTERNET GROUP, INC.,
                            ADOPTION BY INCORPORATOR

         The undersigned person appointed in the certificate of incorporation to
act  as the  Incorporator  of  McGlen  Internet  Group,Inc.  hereby  adopts  the
foregoing bylaws as the Bylaws of the corporation.

                               Executed this __ day of _________,2000.