Exhibit 3.4

                              AMENDED AND RESTATED


                                     BY-LAWS




                                       OF




                          NORTHGATE INNOVATIONS, INC.,



                             a Delaware corporation


                               (the "Corporation")



                         (Adopted as of March 24, 2004)

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                              AMENDED AND RESTATED
                                    BY-LAWS

                                       OF

                           NORTHGATE INNOVATIONS, INC.

                                   Article I
                                    OFFICES

     Section 1.1 Registered  Office.  The registered  office of the  Corporation
within the State of Delaware shall be located at either (a) the principal  place
of business of the Corporation in the State of Delaware or (b) the office of the
corporation  or  individual  acting  as the  Corporation's  registered  agent in
Delaware.

     Section 1.2 Additional  Offices.  The  Corporation  may, in addition to its
registered  office in the State of Delaware,  have such other offices and places
of  business,  both within and outside  the State of  Delaware,  as the Board of
Directors of the Corporation (the "Board") may from time to time determine or as
the business and affairs of the Corporation may require.

                                   Article II
                              STOCKHOLDERS MEETINGS

     Section 2.1 Annual  Meetings.  The annual meeting of stockholders  shall be
held at such place and time and on such date as shall be determined by the Board
and stated in the notice of the meeting, provided that the Board may in its sole
discretion  determine  that the meeting shall not be held at any place,  but may
instead  be held  solely by means of remote  communication  pursuant  to Section
9.5(a).  At each annual meeting,  the stockholders  shall elect directors of the
Corporation  and may  transact  any other  business  as may  properly be brought
before the meeting.

     Section 2.2 Special  Meetings.  Except as otherwise  required by applicable
law or provided in the Corporation's  Restated Certificate of Incorporation,  as
the same may be  amended  or  restated  from time to time (the  "Certificate  of
Incorporation"),  special meetings of stockholders, for any purpose or purposes,
may be called only by the Chairman of the Board, the Chief Executive  Officer or
by the Board  pursuant to a resolution  adopted by a majority of the Whole Board
(as defined below). Special meetings of stockholders shall be held at such place
and time and on such date as shall be  determined by the Board and stated in the
Corporation's  notice of the  meeting,  provided  that the Board may in its sole
discretion  determine  that the meeting shall not be held at any place,  but may
instead  be held  solely by means of remote  communication  pursuant  to Section
9.5(a).  "Whole Board" shall mean the total number of directors the  Corporation
would have if there were no vacancies.

     Section 2.3 Notices. Notice of each stockholders meeting stating the place,
if any, date, and time of the meeting, and the means of remote communication, if
any,  by which

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stockholders  and proxyholders may be deemed to be present in person and vote at
such  meeting,  shall be given in the manner  permitted  by Section  9.3 to each
stockholder  entitled to vote thereat by the  Corporation  not less than ten nor
more  than 60 days  before  the date of the  meeting.  If said  notice  is for a
stockholders  meeting other than an annual  meeting,  it shall in addition state
the  purpose or  purposes  for which the  meeting is  called,  and the  business
transacted  at such  meeting  shall be limited  to the  matters so stated in the
Corporation's  notice of meeting  (or any  supplement  thereto).  Any meeting of
stockholders as to which notice has been given may be postponed, and any special
meeting of stockholders  as to which notice has been given may be cancelled,  by
the Board upon public  announcement  (as defined in Section 2.7(c)) given before
the date previously scheduled for such meeting.

     Section 2.4 Quorum.  Except as otherwise  provided by  applicable  law, the
Certificate of  Incorporation  or these By-Laws,  the presence,  in person or by
proxy, at a stockholders meeting of the holders of shares of outstanding capital
stock of the  Corporation  representing  a majority  of the voting  power of all
outstanding shares of capital stock of the Corporation  entitled to vote at such
meeting  shall  constitute  a quorum for the  transaction  of  business  at such
meeting,  except  that when  specified  business is to be voted on by a class or
series of stock voting as a class, the holders of shares representing a majority
of the voting  power of the  outstanding  shares of such  class or series  shall
constitute  a  quorum  of such  class  or  series  for the  transaction  of such
business.  If a quorum  shall  not be  present  or  represented  by proxy at any
meeting of the stockholders, the chairman of the meeting may adjourn the meeting
from time to time in the manner  provided  in Section  2.6 until a quorum  shall
attend.  The  stockholders  present at a duly  convened  meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders  to leave less than a quorum.  Shares of its own stock belonging to
the Corporation or to another corporation,  if a majority of the voting power of
the  shares  entitled  to vote  in the  election  of  directors  of  such  other
corporation is held, directly or indirectly,  by the Corporation,  shall neither
be entitled to vote nor be counted for quorum purposes;  provided, however, that
the  foregoing  shall not limit the right of the  Corporation  or any such other
corporation to vote shares held by it in a fiduciary capacity.

     Section 2.5 Voting of Shares.

     (a) Voting Lists.  The Secretary shall prepare,  or shall cause the officer
or agent who has charge of the stock ledger of the  Corporation  to prepare,  at
least ten days before  every  meeting of  stockholders,  a complete  list of the
stockholders of record entitled to vote thereat  arranged in alphabetical  order
and showing the address and the number of shares  registered in the name of each
stockholder.  Nothing  contained  in  this  Section  2.5(a)  shall  require  the
Corporation to include  electronic  mail addresses or other  electronic  contact
information  on such  list.  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  days  prior  to the  meeting:  (i) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting,  or (ii)
during  ordinary  business  hours,  at the  principal  place of  business of the
Corporation.  In the  event  that the  Corporation  determines  to make the list
available on an electronic network, the Corporation may take reasonable steps to
ensure  that  such   information  is  available  only  to  stockholders  of  the
Corporation.  If the  meeting  is to be held at a place,  then the list shall be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof, and may be inspected by any

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stockholder who is present. If a meeting of stockholders is to be held solely by
means of remote  communication as permitted by Section 9.5(a), the list shall be
open to the examination of any stockholder  during the whole time of the meeting
on a reasonably  accessible  electronic network, and the information required to
access such list shall be provided with the notice of meeting.  The stock ledger
shall be the only  evidence as to who are the  stockholders  entitled to examine
the list required by this Section 2.5(a) or to vote in person or by proxy at any
meeting of stockholders.

     (b)  Manner of  Voting.  At any  stockholders  meeting,  every  stockholder
entitled to vote may vote in person or by proxy. If authorized by the Board, the
voting by  stockholders  or  proxyholders  at any  meeting  conducted  by remote
communication  may be effected by a ballot submitted by electronic  transmission
(as defined in Section 9.3), provided that any such electronic transmission must
either set forth or be submitted with information from which the Corporation can
determine that the electronic  transmission was authorized by the stockholder or
proxyholder.  The Board,  in its  discretion,  or the chairman of the meeting of
stockholders,  in such person's  discretion,  may require that any votes cast at
such meeting shall be cast by written ballot.

     (c) Proxies. Each stockholder entitled to vote at a meeting of stockholders
or to  express  consent  or dissent  to  corporate  action in writing  without a
meeting may authorize  another person or persons to act for such  stockholder by
proxy, but no such proxy shall be voted or acted upon after three years from its
date,  unless the proxy provides for a longer period.  Proxies need not be filed
with the Secretary of the Corporation  until the meeting is called to order, but
shall be filed with the  Secretary  before  being  voted.  Without  limiting the
manner in which a stockholder may authorize another person or persons to act for
such  stockholder  as proxy,  either of the following  shall  constitute a valid
means by which a stockholder may grant such authority.

          (i) A stockholder may execute a writing  authorizing another person or
     persons to act for such stockholder as proxy. Execution may be accomplished
     by the  stockholder or such  stockholder's  authorized  officer,  director,
     employee or agent signing such writing or causing such  person's  signature
     to be affixed to such writing by any reasonable means,  including,  but not
     limited to, by facsimile signature.

          (ii) A stockholder may authorize  another person or persons to act for
     such  stockholder as proxy by transmitting or authorizing the  transmission
     of an electronic  transmission  to the person who will be the holder of the
     proxy or to a proxy solicitation  firm, proxy support service  organization
     or like agent duly  authorized  by the person who will be the holder of the
     proxy to  receive  such  transmission,  provided  that any such  electronic
     transmission  must either set forth or be submitted with  information  from
     which it can be determined that the electronic  transmission was authorized
     by the stockholder.

Any copy,  facsimile  telecommunication  or other reliable  reproduction  of the
writing or  transmission  authorizing  another person or persons to act as proxy
for a stockholder may be substituted or used in lieu of the original  writing or
transmission  for any  and all  purposes  for  which  the  original  writing  or
transmission could be used; provided that such copy, facsimile

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telecommunication or other reproduction shall be a complete  reproduction of the
entire original writing or transmission.

     (d)  Required  Vote.  Subject to the  rights of the  holders of one or more
series  of  preferred  stock  of the  Corporation  ("Preferred  Stock"),  voting
separately by class or series,  to elect directors  pursuant to the terms of one
or more series of Preferred Stock, the election of directors shall be determined
by a  plurality  of the  votes  cast by the  stockholders  present  in person or
represented  by proxy at the meeting and  entitled  to vote  thereon.  All other
matters  shall be  determined by the vote of a majority of the votes cast by the
stockholders  present  in  person or  represented  by proxy at the  meeting  and
entitled to vote  thereon,  unless the matter is one upon which,  by  applicable
law,  the  Certificate  of  Incorporation,  these  By-Laws or  applicable  stock
exchange rules, a different vote is required, in which case such provision shall
govern and control the decision of such matter.

     (e)  Inspectors  of Election.  The Board may appoint one or more persons as
inspectors  of election,  who may be employees of the  Corporation  or otherwise
serve the Corporation in other capacities, to act at any meeting of stockholders
or any adjournment  thereof and to make a written report thereof.  The Board may
appoint one or more persons as alternate inspectors to replace any inspector who
fails to act. If no inspectors  of election or  alternates  are appointed by the
Board,  the chairman of the meeting shall appoint one or more  inspectors to act
at the meeting. Each inspector, before discharging his or her duties, shall take
and sign an oath  faithfully  to execute  the duties of  inspector  with  strict
impartiality  and  according to the best of his or her ability.  The  inspectors
shall ascertain and report the number of outstanding shares and the voting power
of each;  determine  the number of shares  present in person or  represented  by
proxy at the meeting and the  validity of proxies and  ballots;  count all votes
and ballots and report the results; determine and retain for a reasonable period
a record of the disposition of any challenges made to any  determination  by the
inspectors;  and certify their determination of the number of shares represented
at the  meeting  and their  count of all votes and  ballots.  No person who is a
candidate  for an  office  at an  election  may  serve as an  inspector  at such
election.  Each  report of an  inspector  shall be in writing  and signed by the
inspector or by a majority of them if there is more than one inspector acting at
such  meeting.  If there is more than one  inspector,  the  report of a majority
shall be the report of the inspectors.

     Section 2.6 Adjournments.  Any meeting of stockholders,  annual or special,
may be adjourned by the chairman of the meeting,  from time to time,  whether or
not there is a quorum, to reconvene at the same or some other place. Notice need
not be given of any such adjourned  meeting if the date,  time,  place,  if any,
thereof,  and the means of remote  communication,  if any, by which stockholders
and  proxyholders  may be  deemed  to be  present  in  person  and  vote at such
adjourned  meeting  are  announced  at the meeting at which the  adjournment  is
taken. At the adjourned meeting the stockholders, or the holders of any class or
series of stock entitled to vote  separately as a class, as the case may be, may
transact any business which might have been transacted at the original  meeting.
If the  adjournment is for more than 30 days, or if after the  adjournment a new
record date is fixed for the adjourned meeting,  notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.

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     Section 2.7 Advance Notice for Business.

     (a) Annual  Meetings of  Stockholders.  No business may be transacted at an
annual meeting of stockholders, other than business that is either (i) specified
in the Corporation's  notice of meeting (or any supplement  thereto) given by or
at the direction of the Board, (ii) otherwise properly brought before the annual
meeting by or at the direction of the Board or (iii) otherwise  properly brought
before the annual  meeting by any  stockholder of the  Corporation  (x) who is a
stockholder  of record on the date of the giving of the notice  provided  for in
this Section 2.7(a) and on the record date for the determination of stockholders
entitled to vote at such annual  meeting  and (y) who  complies  with the notice
procedures set forth in this Section  2.7(a).  Notwithstanding  anything in this
Section  2.7(a) to the  contrary,  only  persons  nominated  for  election  as a
director at an annual  meeting  pursuant to Section 3.3 will be  considered  for
election at such meeting.

          (i) In addition to any other  applicable  requirements,  for  business
     (other than nominations) to be properly brought before an annual meeting by
     a stockholder,  such  stockholder  must have given timely notice thereof in
     proper written form to the Secretary of the  Corporation  and such business
     must  otherwise  be a proper  matter  for  stockholder  action.  Subject to
     Section  2.7(a)(iii),  a stockholder's notice to the Secretary with respect
     to such  business,  to be timely,  must be received by the Secretary at the
     principal  executive offices of the Corporation not later than the close of
     business  on the 90th day nor  earlier  than the opening of business on the
     120th day before the anniversary  date of the immediately  preceding annual
     meeting  of  stockholders;  provided,  however,  that in the event that the
     annual  meeting is called  for a date that is not within 45 days  before or
     after such anniversary date, notice by the stockholder to be timely must be
     so  received  not  earlier  than the  opening of  business on the 120th day
     before  the  meeting  and not  later  than the  later  of (x) the  close of
     business on the 90th day before the meeting or (y) the close of business on
     the 10th day following the day on which public  announcement of the date of
     the annual meeting is first made by the Corporation.  In no event shall the
     public  announcement of an adjournment of an annual meeting  commence a new
     time period for the giving of a  stockholder's  notice as described in this
     Section 2.7(a).

          (ii) To be in  proper  written  form,  a  stockholder's  notice to the
     Secretary with respect to any business  (other than  nominations)  must set
     forth as to each such matter such stockholder  proposes to bring before the
     annual  meeting  (A) a brief  description  of the  business  desired  to be
     brought  before the annual  meeting,  the text of the  proposal or business
     (including the text of any resolutions  proposed for  consideration  and in
     the event such  business  includes a proposal to amend these  By-Laws,  the
     language of the proposed  amendment)  and the reasons for  conducting  such
     business  at the annual  meeting,  (B) the name and record  address of such
     stockholder  and the name and address of the beneficial  owner,  if any, on
     whose  behalf the  proposal is made,  (C) the class or series and number of
     shares of capital stock of the Corporation that are owned  beneficially and
     of record by such stockholder and by the beneficial owner, if any, on whose
     behalf the  proposal is made,  (D) a  description  of all  arrangements  or
     understandings  between such stockholder and the beneficial  owner, if any,
     on whose  behalf  the  proposal  is made and any other  person  or  persons
     (including their names) in

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     connection with the proposal of such business by such stockholder,  (E) any
     material  interest of such stockholder and the beneficial owner, if any, on
     whose   behalf  the  proposal  is  made  in  such   business,   and  (F)  a
     representation  that  such  stockholder  intends  to appear in person or by
     proxy at the annual meeting to bring such business before the meeting.

          (iii) The foregoing  notice  requirements of this Section 2.7(a) shall
     be  deemed  satisfied  by a  stockholder  as to any  proposal  (other  than
     nominations)  if the  stockholder  has  notified  the  Corporation  of such
     stockholder's  intention to present such  proposal at an annual  meeting in
     compliance  with Rule 14a-8 (or any  successor  thereof) of the  Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), and such stockholder
     has  complied  with the  requirements  of such Rule for  inclusion  of such
     proposal  in a proxy  statement  prepared  by the  Corporation  to  solicit
     proxies for such annual  meeting.  No business  shall be  conducted  at the
     annual meeting of stockholders  except  business  brought before the annual
     meeting in accordance with the procedures set forth in this Section 2.7(a),
     provided,  however, that once business has been properly brought before the
     annual meeting in accordance with such procedures,  nothing in this Section
     2.7(a) shall be deemed to preclude  discussion  by any  stockholder  of any
     such  business.  If  the  Board  or the  chairman  of  the  annual  meeting
     determines  that any  stockholder  proposal was not made in accordance with
     the provisions of this Section 2.7(a) or that the information provided in a
     stockholder's notice does not satisfy the information  requirements of this
     Section  2.7(a),  such  proposal  shall not be presented  for action at the
     annual meeting.  Notwithstanding  the foregoing  provisions of this Section
     2.7(a),   if  the  stockholder  (or  a  qualified   representative  of  the
     stockholder)  does not appear at the annual meeting of  stockholders of the
     Corporation to present the proposed business,  such proposed business shall
     not be transacted,  notwithstanding  that proxies in respect of such matter
     may have been received by the Corporation.

          (iv)  In  addition  to  the  provisions  of  this  Section  2.7(a),  a
     stockholder  shall also  comply  with all  applicable  requirements  of the
     Exchange Act and the rules and  regulations  thereunder with respect to the
     matters set forth herein. Nothing in this Section 2.7(a) 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.

     (b) Special Meetings of Stockholders. Only such business shall be conducted
at a special  meeting  of  stockholders  as shall have been  brought  before the
meeting pursuant to the Corporation's notice of meeting.  Nominations of persons
for election to the Board may be made at a special  meeting of  stockholders  at
which  directors  are to be  elected  pursuant  to the  Corporation's  notice of
meeting only pursuant to Section 3.3.

     (c)  Public   Announcement.   For  purposes  of  these   By-Laws,   "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News  Service,  Associated  Press or  comparable  national  news service or in a
document  publicly  filed by the  Corporation  with the  Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

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     Section 2.8 Conduct of  Meetings.  The  chairman of each annual and special
meeting of  stockholders  shall be the  Chairman of the Board or, in the absence
(or  inability  or  refusal  to act) of the  Chairman  of the  Board,  the Chief
Executive  Officer  (if he or she shall be a  director)  or, in the  absence (or
inability  or  refusal  to act) of the Chief  Executive  Officer or if the Chief
Executive Officer is not a director,  such other person as shall be appointed by
the Board.  The date and time of the  opening  and the  closing of the polls for
each  matter  upon  which  the  stockholders  will  vote at a  meeting  shall be
announced  at the meeting by the  chairman of the  meeting.  The Board may adopt
such rules and  regulations for the conduct of the meeting of stockholders as it
shall deem appropriate.  Except to the extent inconsistent with these By-Laws or
such rules and regulations as adopted by the Board,  the chairman of any meeting
of stockholders shall have the right and authority to convene and to adjourn the
meeting, to prescribe such rules,  regulations and procedures and to do all such
acts as, in the  judgment  of such  chairman,  are  appropriate  for the  proper
conduct of the meeting. Such rules,  regulations or procedures,  whether adopted
by the Board or prescribed by the chairman of the meeting, may include,  without
limitation,  the  following:  (a) the  establishment  of an  agenda  or order of
business for the meeting;  (b) rules and procedures for maintaining order at the
meeting and the safety of those  present;  (c)  limitations  on attendance at or
participation in the meeting to stockholders of record of the Corporation, their
duly authorized and constituted proxies or such other persons as the chairman of
the meeting shall determine;  (d) restrictions on entry to the meeting after the
time  fixed  for the  commencement  thereof;  and (e)  limitations  on the  time
allotted to  questions  or comments  by  participants.  Unless and to the extent
determined by the Board or the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance  with the rules of  parliamentary
procedure.  The  secretary  of each annual and special  meeting of  stockholders
shall be the  Secretary  or, in the absence (or  inability or refusal to act) of
the Secretary, an Assistant Secretary so appointed to act by the chairman of the
meeting.  In the absence (or  inability or refusal to act) of the  Secretary and
all Assistant Secretaries, the chairman of the meeting may appoint any person to
act as secretary of the meeting.

     Section  2.9  Consents in Lieu of Meeting.  Except as  otherwise  expressly
provided by the terms of any series of Preferred Stock permitting the holders of
such series of Preferred Stock to act by written consent, any action required or
permitted to be taken by the stockholders of the Corporation must be effected at
a duly called annual or special meeting of the  stockholders of the Corporation,
unless  the Board  approves  in advance  the  taking of such  action by means of
written consent of stockholders,  in which case such action may be taken without
a meeting,  without prior notice and without a vote, if a consent or consents in
writing,  setting  forth the action so taken,  shall be signed by the holders of
outstanding  stock  having not less than the minimum  voting power 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 and shall be delivered to the
Corporation to its registered office in the State of Delaware, the Corporation's
principal place of business, or the Secretary of the Corporation.  Every written
consent  shall  bear the date of  signature  of each  stockholder  who signs the
consent and no written  consent shall be effective to take the corporate  action
referred  to  therein  unless,  within  60 days of the date the  earliest  dated
consent is delivered to the Corporation, a written consent or consents signed by
a  sufficient  number  of  holders  to take such  action  are  delivered  to the
Corporation by delivery to the  Corporation's  registered office in the State of
Delaware,  the  Corporation's  principal  place of business,  or the  Secretary.
Delivery  made to the  Corporation's  registered  office  shall be by hand or by
certified  or  registered  mail,   return  receipt   requested.   An  electronic
transmission  consenting

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to the action to be taken and  transmitted  by a  stockholder,  proxyholder or a
person or persons  authorized to act for a stockholder or  proxyholder  shall be
deemed to be written,  signed and dated for purposes  hereof if such  electronic
transmission  sets  forth  or is  delivered  with  information  from  which  the
Corporation  can  determine  that  such   transmission   was  transmitted  by  a
stockholder or proxyholder  (or by a person  authorized to act for a stockholder
or  proxyholder)  and  the  date  on  which  such  stockholder,  proxyholder  or
authorized  person  transmitted  such  transmission.  The  date  on  which  such
electronic  transmission is transmitted  shall be deemed to be the date on which
such consent was signed.  No consent given by electronic  transmission  shall be
deemed to have been delivered until such consent is reproduced in paper form and
delivered to the Corporation by delivery either to the Corporation's  registered
office in the State of Delaware, the Corporation's  principal place of business,
or the  Secretary  of  the  Corporation.  Delivery  made  to  the  Corporation's
registered  office  shall be made by hand or by certified  or  registered  mail,
return receipt  requested.  Notwithstanding  the  limitations on delivery in the
previous  sentence,  consents given by electronic  transmission may be otherwise
delivered to the  Corporation's  principal place of business or to the Secretary
if, to the extent,  and in the manner  provided by resolution of the Board.  Any
copy,  facsimile or other reliable  reproduction  of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used; provided that such copy,  facsimile or
other  reproduction  shall be a complete  reproduction  of the  entire  original
writing.  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  and who,  if the  action  had been  taken at a
meeting,  would have been  entitled  to notice of the meeting if the record date
for such meeting had been the date that written  consents signed by a sufficient
number of holders were delivered to the  Corporation as provided in this Section
2.9.

                                  Article III
                                   DIRECTORS

     Section 3.1 Powers.  The business and affairs of the  Corporation  shall be
managed by or under the  direction  of the Board,  which may  exercise  all such
powers of the  Corporation  and do all such lawful acts and things as are not by
statute or by the Certificate of  Incorporation  or by these By-Laws required to
be exercised or done by the stockholders.  Directors need not be stockholders or
residents of the State of Delaware.

     Section 3.2 Number.  The Board shall  consist of one or more  members,  the
number  thereof to be  determined  from time to time  pursuant  to a  resolution
adopted by a majority of the Whole Board. No reduction of the authorized  number
of  directors  shall  have the  effect of  removing  any  director  before  that
director's term of office expires.

     Section 3.3 Advance Notice for Nomination of Directors.

     (a) Only  persons  who are  nominated  in  accordance  with  the  following
procedures  shall be eligible  for  election as  directors  of the  Corporation,
except  as may be  otherwise  provided  by the  terms of one or more  series  of
Preferred  Stock with  respect to the rights of holders of one or more series of
Preferred Stock to elect  directors.  Nominations of persons for election to the
Board at any  annual  meeting  of  stockholders,  or at any  special  meeting of
stockholders  called for the purpose of electing  directors  as set forth in the

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<PAGE>

Corporation's  notice  of such  special  meeting,  may be made  (i) by or at the
direction of the Board or (ii) by any  stockholder of the Corporation (x) who is
a stockholder of record on the date of the giving of the notice  provided for in
this Section 3.3 and on the record date for the  determination  of  stockholders
entitled to vote at such meeting and (y) who complies with the notice procedures
set forth in this Section 3.3.

     (b) In addition to any other applicable  requirements,  for a nomination to
be made by a stockholder, such stockholder must have given timely notice thereof
in proper  written form to the  Secretary of the  Corporation.  To be timely,  a
stockholder's  notice to the Secretary  must be received by the Secretary at the
principal  executive  offices  of the  Corporation  (i) in the case of an annual
meeting,  not later than the close of business on the 90th day nor earlier  than
the  opening of  business  on the 120th day before the  anniversary  date of the
immediately preceding annual meeting of stockholders; provided, however, that in
the event  that the  annual  meeting  is called for a date that is not within 45
days before or after such  anniversary  date,  notice by the  stockholder  to be
timely must be so received not earlier than the opening of business on the 120th
day before the meeting and not later than the later of (x) the close of business
on the 90th day before the  meeting or (y) the close of business on the 10th day
following the day on which public announcement of the date of the annual meeting
was first made by the Corporation;  and (ii) in the case of a special meeting of
stockholders  called for the purpose of electing  directors,  not later than the
close of business on the 10th day following the day on which public announcement
of the date of the special meeting is first made by the Corporation. In no event
shall the public  announcement of an adjournment of an annual meeting or special
meeting  commence a new time period for the giving of a stockholder's  notice as
described in this Section 3.3.

     (c) Notwithstanding anything in paragraph (b) to the contrary, in the event
that the number of directors to be elected to the Board at an annual  meeting is
greater  than the  number of  directors  whose  terms  expire on the date of the
annual meeting and there is no public announcement by the Corporation naming all
of the nominees for the  additional  directors to be elected or  specifying  the
size of the  increased  Board before the close of business on the 90th day prior
to  the  anniversary  date  of  the  immediately  preceding  annual  meeting  of
stockholders,  a stockholder's notice required by this Section 3.3 shall also be
considered  timely,  but  only  with  respect  to  nominees  for the  additional
directorships created by such increase that are to be filled by election at such
annual  meeting,  if it shall be  received  by the  Secretary  at the  principal
executive offices of the Corporation not later than the close of business on the
10th day following the date on which such public  announcement was first made by
the Corporation.

     (d) To be in proper written form, a  stockholder's  notice to the Secretary
must set forth (i) as to each person whom the  stockholder  proposes to nominate
for election as a director (A) the name,  age,  business  address and  residence
address of the person, (B) the principal occupation or employment of the person,
(C) the class or series and number of shares of capital stock of the Corporation
that are  owned  beneficially  or of  record  by the  person  and (D) any  other
information  relating to the person that would be required to be  disclosed in a
proxy  statement  or  other  filings  required  to be  made in  connection  with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated  thereunder;  and (ii) as
to the  stockholder  giving the  notice (A) the name and record  address of such
stockholder  and the name and address of the beneficial  owner, if any, on whose

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<PAGE>

behalf the  nomination is made,  (B) the class or series and number of shares of
capital stock of the Corporation  that are owned  beneficially  and of record by
such  stockholder  and  the  beneficial  owner,  if any,  on  whose  behalf  the
nomination is made,  (C) a description  of all  arrangements  or  understandings
relating  to  the  nomination  to  be  made  by  such  stockholder   among  such
stockholder,  the  beneficial  owner,  if any, on whose behalf the nomination is
made,  each proposed  nominee and any other person or persons  (including  their
names), (D) a representation  that such stockholder  intends to appear in person
or by proxy at the meeting to nominate  the persons  named in its notice and (E)
any other information  relating to such stockholder and the beneficial owner, if
any,  on whose  behalf  the  nomination  is made that  would be  required  to be
disclosed  in a  proxy  statement  or  other  filings  required  to be  made  in
connection with  solicitations of proxies for election of directors  pursuant to
Section  14 of the  Exchange  Act  and the  rules  and  regulations  promulgated
thereunder.  Such  notice  must be  accompanied  by a  written  consent  of each
proposed  nominee  to being  named as a nominee  and to serve as a  director  if
elected.

     (e)  Except as  otherwise  provided  by the terms of one or more  series of
Preferred  Stock with  respect to the rights of one or more series of  Preferred
Stock to nominate and elect directors,  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  3.3. If the Board or the chairman of the
meeting  of  stockholders  determines  that  any  nomination  was  not  made  in
accordance with the provisions of this Section 3.3, then such  nomination  shall
not be  considered  at the meeting in question.  Notwithstanding  the  foregoing
provisions   of  this   Section  3.3,  if  the   stockholder   (or  a  qualified
representative   of  the  stockholder)   does  not  appear  at  the  meeting  of
stockholders of the Corporation to present the nomination, such nomination shall
be disregarded,  notwithstanding  that proxies in respect of such nomination may
have been received by the Corporation.

     (f) In addition to the provisions of this Section 3.3, a stockholder  shall
also comply with all of the applicable  requirements of the Exchange Act and the
rules and  regulations  thereunder with respect to the matters set forth herein.
Nothing in this  Section 3.3 shall be deemed to affect any rights of the holders
of  Preferred  Stock  to  elect   directors   pursuant  to  the  Certificate  of
Incorporation.

     Section 3.4 Compensation. Unless otherwise restricted by the Certificate of
Incorporation  or these  By-Laws,  the Board shall have the authority to fix the
compensation of directors.  The directors may be reimbursed  their expenses,  if
any, of  attendance  at each meeting of the Board and may be paid either a fixed
sum for  attendance  at each  meeting  of the  Board  or other  compensation  as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
Corporation in any other capacity and receiving compensation  therefor.  Members
of committees of the Board may be allowed like compensation and reimbursement of
expenses for attending committee meetings.

                                       10
<PAGE>

                                   Article IV
                                 BOARD MEETINGS

     Section 4.1 Annual  Meetings.  The Board shall meet as soon as  practicable
after the  adjournment of each annual  stockholders  meeting at the place of the
annual  stockholders  meeting  unless the Board shall fix another time and place
and give notice thereof in the manner  required  herein for special  meetings of
the Board. No notice to the directors shall be necessary to legally convene this
meeting, except as provided in this Section 4.1.

     Section 4.2 Regular Meetings. Regularly scheduled, periodic meetings of the
Board may be held without  notice at such times,  dates and places as shall from
time to time be determined by the Board.

     Section  4.3  Special  Meetings.  Special  meetings of the Board (a) may be
called by the Chairman of the Board or Chief Executive  Officer and (b) shall be
called by the Chairman of the Board, Chief Executive Officer or Secretary on the
written request of at least a majority of directors then in office,  or the sole
director,  as the case may be, and shall be held at such time, date and place as
may be  determined  by the person  calling  the  meeting  or, if called upon the
request of directors or the sole director, as specified in such written request.
Notice of each  special  meeting of the Board  shall be given,  as  provided  in
Section  9.3, to each  director (i) at least 24 hours before the meeting if such
notice is oral notice given  personally or by telephone or written  notice given
by hand delivery or by means of a form of electronic  transmission and delivery;
(ii) at least two days before the meeting if such notice is sent by a nationally
recognized  overnight delivery service;  and (iii) at least five days before the
meeting if such notice is sent through the United  States mail. If the Secretary
shall  fail or refuse to give such  notice,  then the notice may be given by the
officer who called the meeting or the directors  who requested the meeting.  Any
and all business that may be transacted at a regular meeting of the Board may be
transacted at a special meeting.  Except as may be otherwise  expressly provided
by applicable law, the Certificate of Incorporation,  or these By-Laws,  neither
the business to be transacted  at, nor the purpose of, any special  meeting need
be  specified  in the  notice or waiver  of  notice of such  meeting.  A special
meeting may be held at any time without  notice if all the directors are present
or if those not present waive notice of the meeting in  accordance  with Section
9.4.

     Section  4.4  Quorum;  Required  Vote.  A majority of the Whole Board shall
constitute a quorum for the transaction of business at any meeting of the Board,
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,  except  as  may be  otherwise
specifically  provided by applicable  law, the Certificate of  Incorporation  or
these  By-Laws.  If a quorum shall not be present at any meeting,  a majority of
the directors present may adjourn the meeting from time to time,  without notice
other than announcement at the meeting, until a quorum is present.

     Section 4.5 Consent In Lieu of Meeting.  Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws,  any action required or permitted
to be taken at any  meeting of the Board or any  committee  thereof may be taken
without a meeting if all members of the Board or committee,  as the case may be,
consent  thereto in writing or by  electronic  transmission,  and the writing or
writings or electronic  transmission or  transmissions  (or paper  reproductions
thereof) are filed with the minutes of  proceedings  of the Board or

                                       11
<PAGE>

committee.  Such filing shall be in paper form if the minutes are  maintained in
paper form and shall be in  electronic  form if the  minutes are  maintained  in
electronic form.

     Section 4.6  Organization.  The chairman of each meeting of the Board shall
be the Chairman of the Board or, in the absence (or inability or refusal to act)
of the Chairman of the Board, the Chief Executive Officer (if he or she shall be
a director)  or, in the absence  (or  inability  or refusal to act) of the Chief
Executive  Officer  or if the  Chief  Executive  Officer  is not a  director,  a
chairman  elected  from  the  directors  present.  The  Secretary  shall  act as
secretary of all meetings of the Board.  In the absence (or inability or refusal
to act) of the Secretary, an Assistant Secretary shall perform the duties of the
Secretary at such  meeting.  In the absence (or  inability or refusal to act) of
the  Secretary and all  Assistant  Secretaries,  the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                                   Article V
                             COMMITTEES OF DIRECTORS

     Section 5.1 Establishment.  The Board may designate one or more committees,
each committee to consist of one or more of the directors.  Each committee shall
keep  regular  minutes  of its  meetings  and  report the same to the Board when
required.  The Board shall have the power at any time to fill  vacancies  in, to
change the membership of, or to dissolve any such committee.

     Section 5.2 Available Powers. Any committee established pursuant to Section
5.1 hereof,  to the extent  permitted by applicable law and by resolution of the
Board,  shall have and may exercise all of 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  that may
require it.

     Section  5.3  Alternate  Members.  The  Board  may  designate  one or  more
directors as alternate  members of any committee,  who may replace any absent or
disqualified member at any meeting of such committee.

     Section 5.4  Procedures.  Unless the Board  otherwise  provides,  the time,
date,  place,  if any, and notice of meetings of a committee shall be determined
by such  committee.  At  meetings  of a  committee,  a majority of the number of
members of the committee  (but not including any alternate  member,  unless such
alternate member has replaced any absent or disqualified  member at the time of,
or in  connection  with,  such  meeting)  shall  constitute  a  quorum  for  the
transaction  of  business.  The act of a majority of the members  present at any
meeting at which a quorum is present shall be the act of the  committee,  except
as  otherwise  specifically  provided by  applicable  law,  the  Certificate  of
Incorporation  or these  By-Laws.  If a quorum is not  present at a meeting of a
committee,  the members  present  may  adjourn  the  meeting  from time to time,
without  notice other than an  announcement  at the  meeting,  until a quorum is
present.  Unless the Board  otherwise  provides  and except as provided in these
By-Laws,  each  committee  designated  by the Board may make,  alter,  amend and
repeal rules for the conduct of its business.  In the absence of such rules each
committee  shall  conduct  its  business  in

                                       12
<PAGE>

the same manner as the Board is authorized  to conduct its business  pursuant to
Article III and Article IV of these By-Laws.

                                   Article VI
                                    OFFICERS

     Section 6.1 Officers.  The officers of the Corporation elected by the Board
shall be a Chairman of the Board,  a Chief  Executive  Officer,  a President,  a
Treasurer,  a Secretary and such other officers  (including without limitation a
Chief Financial Officer,  Vice Presidents,  Assistant  Secretaries and Assistant
Treasurers)  as the Board from time to time may determine.  Officers  elected by
the Board shall each have such powers and duties as  generally  pertain to their
respective offices,  subject to the specific provisions of this Article VI. Such
officers  shall  also have such  powers  and  duties as from time to time may be
conferred by the Board.  The Chairman of the Board,  Chief Executive  Officer or
President may also appoint such other officers (including without limitation one
or more Vice  Presidents and  Controllers)  as may be necessary or desirable for
the conduct of the business of the  Corporation.  Such other officers shall have
such  powers and duties  and shall hold their  offices  for such terms as may be
provided  in these  By-Laws  or as may be  prescribed  by the  Board or, if such
officer has been appointed by the Chairman of the Board, Chief Executive Officer
or President, as may be prescribed by the appointing officer.


     (a)  Chairman of the Board.  The  Chairman of the Board shall  preside when
present at all meetings of the  stockholders  and the Board. The Chairman of the
Board shall advise and counsel the Chief  Executive  Officer and other  officers
and shall  exercise  such powers and perform such duties as shall be assigned to
or required of the Chairman of the Board from time to time by the Board or these
By-Laws.

     (b) Chief Executive Officer. The Chief Executive Officer shall be the chief
executive  officer of the  Corporation,  shall have general  supervision  of the
affairs of the Corporation and general control of all of its business subject to
the ultimate  authority of the Board, and shall be responsible for the execution
of the policies of the Board. In the absence (or inability or refusal to act) of
the Chairman of the Board, the Chief Executive  Officer (if he or she shall be a
director) shall preside when present at all meetings of the stockholders and the
Board.

     (c) President.  The President shall be the chief  operating  officer of the
Corporation and shall,  subject to the authority of the Chief Executive  Officer
and the Board,  have general  management and control of the day-to-day  business
operations  of the  Corporation  and shall  consult with and report to the Chief
Executive Officer.  The President shall put into operation the business policies
of the  Corporation as determined by the Chief  Executive  Officer and the Board
and as  communicated  to the  President by the Chief  Executive  Officer and the
Board. The President shall make  recommendations  to the Chief Executive Officer
on all  operational  matters  that  would  normally  be  reserved  for the final
executive  responsibility  of the Chief  Executive  Officer.  In the absence (or
inability  or refusal to act) of the  Chairman of the Board and Chief  Executive
Officer,  the  President  (if he or she shall be a director)  shall preside when
present at all meetings of the stockholders and the Board.

                                       13
<PAGE>

     (d) Vice Presidents. In the absence (or inability or refusal to act) of the
President,  the Vice  President  (or in the  event  there be more  than one Vice
President,  the Vice  Presidents  in the order  designated  by the Board)  shall
perform the duties and have the powers of the President.  Any one or more of the
Vice Presidents may be given an additional designation of rank or function.

     (e) Secretary.

          (i) The Secretary shall attend all meetings of the  stockholders,  the
     Board and (as  required)  committees  of the Board  and  shall  record  the
     proceedings  of such  meetings  in books to be kept for that  purpose.  The
     Secretary  shall give, or cause to be given,  notice of all meetings of the
     stockholders and special meetings of the Board and shall perform such other
     duties as may be prescribed by the Board, the Chairman of the Board,  Chief
     Executive Officer or the President. The Secretary shall have custody of the
     corporate  seal of the  Corporation  and the  Secretary,  or any  Assistant
     Secretary,  shall  have  authority  to  affix  the  same to any  instrument
     requiring  it,  and  when  so  affixed,  it may be  attested  by his or her
     signature or by the signature of such  Assistant  Secretary.  The Board may
     give  general  authority  to any  other  officer  to affix  the seal of the
     Corporation and to attest the affixing thereof by his or her signature.

          (ii) 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,  if one has been appointed, a stock ledger, or
     duplicate  stock ledger,  showing the names of the  stockholders  and their
     addresses,  the number and classes of shares held by each and, with respect
     to certificated  shares, the number and date of certificates issued for the
     same and the number and date of certificates cancelled.

     (f) Assistant  Secretaries.  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  inability or refusal to act) of the  Secretary,  perform the
duties and have the powers of the Secretary.

     (g) Treasurer.  The Treasurer shall perform all duties commonly incident to
that office (including,  without  limitation,  the care and custody of the funds
and  securities  of the  Corporation  which  from time to time may come into the
Treasurer's  hands and the deposit of the funds of the Corporation in such banks
or trust companies as the Board,  the Chief  Executive  Officer or the President
may authorize).

     (h) Assistant  Treasurers.  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 inability or refusal to act) of the Treasurer, perform
the duties and exercise the powers of the Treasurer.

     Section 6.2 Term of Office.  The elected officers of the Corporation  shall
be elected  annually  by the Board at its first  meeting  held after each annual
meeting of  stockholders.  All  officers  elected by the Board shall hold office
until the next annual  meeting of the Board and until their  successors are duly
elected and qualified or until their  earlier  death,

                                       14
<PAGE>

resignation, retirement,  disqualification,  or removal from office. Any officer
may be removed,  with or without  cause,  at any time by the Board.  Any officer
appointed by the Chairman of the Board, Chief Executive Officer or President may
also be removed,  with or without  cause,  by the  Chairman of the Board,  Chief
Executive  Officer or President,  as the case may be, unless the Board otherwise
provides.  Any vacancy occurring in any elected office of the Corporation may be
filled by the  Board.  Any  vacancy  occurring  in any office  appointed  by the
Chairman of the Board, Chief Executive Officer or President may be filled by the
Chairman of the Board, Chief Executive Officer or President, as the case may be,
unless the Board then  determines that such office shall thereupon be elected by
the Board, in which case the Board shall elect such officer.

     Section 6.3 Other  Officers.  The Board may  delegate  the power to appoint
such other officers and agents,  and may also remove such officers and agents or
delegate the power to remove same, as it shall from time to time deem  necessary
or desirable.

     Section 6.4 Multiple Officeholders;  Stockholder and Director Officers. Any
number of offices  may be held by the same  person,  unless the  Certificate  of
Incorporation  or  these  By-Laws  otherwise  provide.   Officers  need  not  be
stockholders or residents of the State of Delaware.

                                  Article VII
                               SHARE CERTIFICATES

     Section 7.1  Entitlement  to  Certificates.  The shares of the  Corporation
shall be  represented  by  certificates,  provided that the Board 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.  Notwithstanding  the adoption of such a  resolution  by the Board,
every holder of stock  represented by certificates and upon request every holder
of  uncertificated  shares  shall be  entitled to have a  certificate  signed in
accordance  with Section 7.3  representing  the number of shares  registered  in
certificate form.

     Section  7.2  Multiple  Classes  of  Stock.  If the  Corporation  shall  be
authorized  to issue more than one class of stock or more than one series of any
class,  the  powers,  designations,  preferences  and  relative,  participating,
optional or other  special  rights of each class of stock or series  thereof and
the qualification, limitations or restrictions of such preferences and/or rights
shall,  unless and to the extent (and subject to applicable law) the Board shall
by   resolution   provide   that  such  class  or  series  of  stock   shall  be
uncertificated,  be set forth in full or  summarized  on the face or back of any
certificate  that the Corporation  shall issue to represent such class or series
of stock; provided that, in lieu of the foregoing requirements, there may be set
forth on the face or back of such  certificate a statement that the  Corporation
will  furnish  without  charge to each  stockholder  who so requests the powers,
designations,  preferences  and  relative,  participating,  optional,  or  other
special rights of each class of stock or series thereof and the  qualifications,
limitations or restrictions of such preferences and/or rights.

     Section 7.3 Signatures.  Each certificate representing capital stock of the
Corporation  shall be  signed  by or in the name of the  Corporation  by (a) the
Chairman of the

                                       15
<PAGE>

Board, the Chief Executive Officer,  the President or a Vice President;  and (b)
the Treasurer, an Assistant Treasurer,  the Secretary, or an Assistant Secretary
of the  Corporation.  Any or all  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  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued,  it may be issued  by the  Corporation  with the same  effect as if such
person were such officer, transfer agent or registrar on the date of issue.

     Section  7.4  Issuance  and  Payment.   Subject  to  applicable   law,  the
Certificate of  Incorporation  or these  By-Laws,  shares may be issued for such
consideration  and to such persons as the Board may determine from time to time.
Shares may not be issued  until the full  amount of the  consideration  has been
paid,  unless upon the face or back of each certificate  issued to represent any
partly  paid  shares of capital  stock there shall have been set forth the total
amount of the  consideration  to be paid therefor and the amount paid thereon up
to and including the time said certificate is issued.

     Section 7.5 Lost Certificates.  The Corporation may issue a new certificate
of stock or uncertificated shares in place of any certificate theretofore issued
by it  alleged  to have been  lost,  stolen or  destroyed  upon the making of an
affidavit  of that fact by the person  claiming the  certificate  of stock to be
lost,  stolen or destroyed.  When  authorizing  such issue,  the Corporation may
require the owner of such lost, stolen or destroyed certificate, or such 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.

     Section  7.6  Transfer  of  Stock.   Stock  of  the  Corporation  shall  be
transferable  in the manner  prescribed by applicable  law and in these By-Laws.
Transfers of stock shall be made on the stock ledger of the Corporation  only by
the person named as the holder thereof on the stock ledger of the Corporation or
by such person's  attorney lawfully  constituted in writing,  and in the case of
shares  represented  by a  certificate,  upon the  surrender of the  certificate
therefor,  which shall be canceled before a new certificate  shall be issued. No
transfer  of stock  shall be valid as against  the  Corporation  for any purpose
until it shall have been  entered in the stock ledger of the  Corporation  by an
entry showing from and to whom transferred.

     Section  7.7  Registered  Stockholders.  Except as  otherwise  required  by
applicable law (a) the Corporation  shall be entitled to recognize the exclusive
right of a person  registered on its stock ledger as the owner of shares for all
purposes,  including, without limitation, as the owner of such shares to receive
dividends,  vote such  shares,  examine  the stock  ledger  and the books of the
Corporation and be held liable for calls and assessments and (b) the Corporation
shall not be bound to recognize  any  equitable or other claim to or interest in
such share or shares on the part of any person other than such registered owner,
whether or not it shall have express or other notice thereof.

                                       16
<PAGE>

                                  Article VIII
                                 INDEMNIFICATION

     Section  8.1 Right to  Indemnification.  Each  person  who was or is made a
party or is  threatened  to be made a party to or is  otherwise  involved in any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the  fact  that  he or she is or was a  director  or  officer  of the
Corporation  or,  while a  director  or officer  of the  Corporation,  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 or other
enterprise,   including  service  with  respect  to  an  employee  benefit  plan
(hereinafter  a  "Covered  Person"),  whether  the basis of such  proceeding  is
alleged  action in an  official  capacity as a  director,  officer,  employee or
agent, or in any other capacity while serving as a director,  officer,  employee
or agent,  shall be  indemnified  and held  harmless by the  Corporation  to the
fullest extent  authorized or permitted by applicable law, as the same exists or
may hereafter be amended,  against all expense,  liability and loss  (including,
without limitation,  attorneys' fees,  judgments,  fines, ERISA excise taxes and
penalties  and amounts paid in  settlement)  reasonably  incurred or suffered by
such Covered Person in connection with such proceeding; provided, however, that,
except as  provided  in Error!  Reference  source  not  found.  with  respect to
proceedings  to  enforce  rights  to  indemnification,   the  Corporation  shall
indemnify a Covered  Person in  connection  with a proceeding  (or part thereof)
initiated by such Covered  Person only if such  proceeding (or part thereof) was
authorized by the Board.

     Section 8.2 Right to Advancement  of Expenses.  In addition to the right to
indemnification  conferred in Section 8.1, a Covered  Person shall also have the
right to be paid by the Corporation the expenses (including, without limitation,
attorneys' fees) incurred in defending,  testifying,  or otherwise participating
in any such  proceeding  in advance  of its final  disposition  (hereinafter  an
"advancement of expenses");  provided,  however,  that, if the Delaware  General
Corporation  Law ("DGCL")  requires,  an advancement  of expenses  incurred by a
Covered  Person  in  his  or  her  capacity  as a  director  or  officer  of the
Corporation  (and not in any other  capacity in which service was or is rendered
by such Covered Person,  including,  without limitation,  service to an employee
benefit  plan)  shall  be made  only  upon  delivery  to the  Corporation  of an
undertaking  (hereinafter  an  "undertaking"),  by or on behalf of such  Covered
Person, to repay all amounts so advanced if it shall ultimately be determined by
final  judicial  decision  from  which  there  is no  further  right  to  appeal
(hereinafter a "final adjudication") that such Covered Person is not entitled to
be indemnified for such expenses under this Article VIII or otherwise.

     Section  8.3  Non-Exclusivity  of Rights.  The rights  provided  to Covered
Persons  pursuant to this Article VIII shall not be exclusive of any other right
which any Covered Person may have or hereafter acquire under applicable law, the
Certificate  of  Incorporation,   these  By-Laws,   an  agreement,   a  vote  of
stockholders or disinterested directors, or otherwise.

     Section 8.4  Insurance.  The  Corporation  may maintain  insurance,  at its
expense,  to protect itself and/or any director,  officer,  employee or agent of
the Corporation or another  corporation,  partnership,  joint venture,  trust or
other  enterprise  against any expense,  liability  or loss,  whether or not the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the DGCL.

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<PAGE>

     Section 8.5  Indemnification of Other Persons.  This Article VIII shall not
limit the right of the Corporation to the extent and in the manner authorized or
permitted  by law to  indemnify  and to advance  expenses to persons  other than
Covered  Persons.  Without  limiting the foregoing,  the Corporation may, to the
extent   authorized   from  time  to  time  by  the  Board,   grant   rights  to
indemnification  and to the  advancement of expenses to any employee or agent of
the  Corporation and to any other person who 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 or other enterprise, including service
with  respect  to an  employee  benefit  plan,  to  the  fullest  extent  of the
provisions  of  this  Article  VIII  with  respect  to the  indemnification  and
advancement of expenses of Covered Persons under this Article VIII.

     Section 8.6 Amendments. Any repeal or amendment of this Article VIII by the
Board or the stockholders of the Corporation or by changes in applicable law, or
the adoption of any other  provision  of these  By-Laws  inconsistent  with this
Article VIII,  will, to the extent  permitted by applicable  law, be prospective
only (except to the extent such  amendment or change in  applicable  law permits
the Corporation to provide broader  indemnification rights to Covered Persons on
a  retroactive  basis than  permitted  prior  thereto),  and will not in any way
diminish or  adversely  affect any right or  protection  existing  hereunder  in
respect of any act or omission  occurring  prior to such repeal or  amendment or
adoption of such inconsistent provision.

     Section 8.7 Certain  Definitions.  For purposes of this Article  VIII,  (a)
references to "other  enterprise"  shall include any employee  benefit plan; (b)
references to "fines"  shall include any excise taxes  assessed on a person with
respect to an employee  benefit plan;  (c) references to "serving at the request
of the  Corporation"  shall  include  any  service  that  imposes  duties on, or
involves  services by, a person with respect to any employee  benefit plan,  its
participants, or beneficiaries;  and (d) a person who acted in good faith and in
a  manner  such  person  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 interest of the Corporation" for
purposes of Section 145 of the DGCL.

     Section  8.8  Contract  Rights.  The rights  provided  to  Covered  Persons
pursuant to this  Article  VIII shall be contract  rights and such rights  shall
continue as to a Covered Person who has ceased to be a director,  officer, agent
or  employee  and shall  inure to the  benefit of the  Covered  Person's  heirs,
executors and administrators.

     Section 8.9  Severability.  If any  provision or provisions of this Article
VIII  shall be held to be  invalid,  illegal  or  unenforceable  for any  reason
whatsoever:  (a) the  validity,  legality and  enforceability  of the  remaining
provisions  of this  Article  VIII shall not in any way be  affected or impaired
thereby; and (b) to the fullest extent possible,  the provisions of this Article
VIII  (including,  without  limitation,  each such  portion of this Article VIII
containing  any such  provision  held to be invalid,  illegal or  unenforceable)
shall  be  construed  so as to  give  effect  to the  intent  manifested  by the
provision held invalid, illegal or unenforceable.

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<PAGE>

                                   Article IX
                                  MISCELLANEOUS

     Section 9.1 Place of Meetings. If the place of any meeting of stockholders,
the Board or  committee  of the Board for which  notice is required  under these
By-Laws is not  designated in the notice of such meeting,  such meeting shall be
held at the principal business office of the Corporation;  provided, however, if
the Board has, in its sole  discretion,  determined  that a meeting shall not be
held at any place,  but instead  shall be held by means of remote  communication
pursuant  to Section  9.5  hereof,  then such  meeting  shall not be held at any
place.

     Section 9.2 Fixing Record Dates.

     (a) 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,  the Board may fix a record date, which shall not precede the date upon
which the resolution  fixing the record date is adopted by the Board,  and which
record  date shall not be more than 60 nor less than 10 days  before the date of
such  meeting.  If no record  date is fixed by the Board,  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  business  day  next
preceding  the day on which  notice is given,  or, if notice is  waived,  at the
close of  business  on the  business  day next  preceding  the day on which  the
meeting is held. 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 may fix a new record  date for the
adjourned meeting.

     (b) In order that the Corporation may determine the  stockholders  entitled
to receive  payment of any  dividend or other  distribution  or allotment of any
rights or the  stockholders  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 may fix a record date, which record date shall not precede the
date upon which the  resolution  fixing the record  date is  adopted,  and which
record  date shall be not more than 60 days prior to such  action.  If no record
date is fixed, the record date for determining stockholders for any such purpose
shall be at the  close of  business  on the day on which the  Board  adopts  the
resolution relating thereto.

     Section 9.3 Means of Giving Notice.

     (a) Notice to Directors.  Whenever under applicable law, the Certificate of
Incorporation  or these By-Laws  notice is required to be given to any director,
such  notice  shall be given  either (i) in writing  and sent by hand  delivery,
through the United States mail, or by a nationally recognized overnight delivery
service for next day delivery,  (ii) by means of facsimile  telecommunication or
other form of electronic transmission,  or (iii) by oral notice given personally
or by telephone.  A notice to a director will be deemed given as follows: (i) if
given by hand delivery,  orally, or by telephone,  when actually received by the
director,  (ii) if sent through the United  States mail,  when  deposited in the
United  States mail,  with postage and fees  thereon  prepaid,  addressed to the
director at the director's  address appearing on the records of the Corporation,
(iii) if sent  for  next  day  delivery  by a  nationally  recognized  overnight
delivery service,  when deposited with such service,  with fees thereon prepaid,
addressed to the director at the director's  address appearing on the records of
the Corporation,  (iv) if sent by facsimile

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<PAGE>

telecommunication,  when  sent to the  facsimile  transmission  number  for such
director appearing on the records of the Corporation,  (v) if sent by electronic
mail,  when sent to the electronic  mail address for such director  appearing on
the records of the Corporation,  or (vi) if sent by any other form of electronic
transmission,  when sent to the address,  location or number (as applicable) for
such director appearing on the records of the Corporation.

     (b) Notice to Stockholders.  Whenever under applicable law, the Certificate
of  Incorporation  or  these  By-Laws  notice  is  required  to be  given to any
stockholder,  such  notice may be given (i) in writing  and sent  either by hand
delivery,  through  the  United  States  mail,  or  by a  nationally  recognized
overnight delivery service for next day delivery,  or (ii) by means of a form of
electronic transmission consented to by the stockholder, to the extent permitted
by, and subject to the conditions set forth in Section 232 of the DGCL. A notice
to a  stockholder  shall  be  deemed  given  as  follows:  (i) if  given by hand
delivery,  when actually  received by the stockholder,  (ii) if sent through the
United States mail,  when deposited in the United States mail,  with postage and
fees thereon prepaid,  addressed to the stockholder at the stockholder's address
appearing  on the stock  ledger of the  Corporation,  (iii) if sent for next day
delivery by a nationally  recognized overnight delivery service,  when deposited
with such service,  with fees thereon  prepaid,  addressed to the stockholder at
the stockholder's address appearing on the stock ledger of the Corporation,  and
(iv)  if  given  by a  form  of  electronic  transmission  consented  to by  the
stockholder to whom the notice is given and otherwise  meeting the  requirements
set forth above, (A) if by facsimile transmission,  when directed to a number at
which the  stockholder  has  consented to receive  notice,  (B) if by electronic
mail,  when directed to an electronic  mail address at which the stockholder has
consented  to  receive  notice,  (C) if by a posting  on an  electronic  network
together with separate notice to the stockholder of such specified posting, upon
the later of (1) such posting and (2) the giving of such  separate  notice,  and
(D) if by any  other  form of  electronic  transmission,  when  directed  to the
stockholder.

     (c) Electronic  Transmission.  "Electronic  transmission" means any form of
communication,  not directly involving the physical  transmission of paper, that
creates a record that may be  retained,  retrieved  and  reviewed by a recipient
thereof,  and that may be directly  reproduced in paper form by such a recipient
through an  automated  process,  including  but not limited to  transmission  by
telex, facsimile telecommunication, electronic mail, telegram and cablegram.

     Section 9.4 Waiver of Notice.  Whenever  any notice is required to be given
under  applicable law, the  Certificate of  Incorporation,  or these By-Laws,  a
written  waiver of such notice,  signed before or after the date of such meeting
by the person or persons  entitled  to said  notice,  or a waiver by  electronic
transmission by the person entitled to said notice,  shall be deemed  equivalent
to such  required  notice.  All such waivers shall be kept with the books of the
Corporation. Attendance at a meeting shall constitute a waiver of notice of such
meeting,  except where a person attends for the express  purpose of objecting to
the  transaction of any business on the ground that the meeting was not lawfully
called or convened.

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<PAGE>

Section 9.5       Meeting Attendance via Remote Communication Equipment.

     (a)  Stockholder   Meetings.  If  authorized  by  the  Board  in  its  sole
discretion,  and  subject to such  guidelines  and  procedures  as the Board may
adopt,  stockholders  and  proxyholders  not physically  present at a meeting of
stockholders may, by means of remote communication:

          (i) participate in a meeting of stockholders; and

          (ii)  be  deemed   present   in  person  and  vote  at  a  meeting  of
     stockholders,  whether such meeting is to be held at a designated  place or
     solely by means of remote communication,  provided that (A) the Corporation
     shall  implement  reasonable  measures to verify  that each  person  deemed
     present  and   permitted  to  vote  at  the  meeting  by  means  of  remote
     communication  is a stockholder or proxyholder,  (B) the Corporation  shall
     implement reasonable measures to provide such stockholders and proxyholders
     a  reasonable  opportunity  to  participate  in the  meeting and to vote on
     matters submitted to the stockholders,  including an opportunity to read or
     hear the proceedings of the meeting  substantially  concurrently  with such
     proceedings, and (C) if any stockholder or proxyholder votes or takes other
     action at the  meeting by means of remote  communication,  a record of such
     votes or other action shall be maintained by the Corporation.

     (b) Board  Meetings.  Unless  otherwise  restricted by applicable  law, the
Certificate  of  Incorporation,  or these  By-Laws,  members of the Board or any
committee  thereof may  participate  in a meeting of the Board or any  committee
thereof by means of conference  telephone or other  communications  equipment by
means of which all  persons  participating  in the  meeting can hear each other.
Such  participation  in a meeting  shall  constitute  presence  in person at the
meeting,  except  where a person  participates  in the  meeting  for the express
purpose of objecting to the  transaction  of any business on the ground that the
meeting was not lawfully called or convened.

     Section 9.6  Dividends.  The Board may from time to time  declare,  and the
Corporation  may pay,  dividends  (payable  in cash,  property  or shares of the
Corporation's capital stock) on the Corporation's  outstanding shares of capital
stock, subject to applicable law and the Certificate of Incorporation.

     Section  9.7  Reserves.  The  Board  may set  apart out of the funds of the
Corporation available for dividends a reserve or reserves for any proper purpose
and may abolish any such reserve.

     Section 9.8  Contracts  and  Negotiable  Instruments.  Except as  otherwise
provided by applicable law, the Certificate of  Incorporation  or these By-Laws,
any contract,  bond, deed,  lease,  mortgage or other instrument may be executed
and  delivered in the name and on behalf of the  Corporation  by such officer or
officers or other employee or employees of the Corporation as the Board may from
time to time  authorize.  Such  authority may be general or confined to specific
instances  as the Board may  determine.  The  Chairman of the Board,  [the

                                       21
<PAGE>

Chief  Executive  Officer,] the President or any Vice  President may execute and
deliver any contract,  bond,  deed,  lease,  mortgage or other instrument in the
name and on behalf of the Corporation.  Subject to any  restrictions  imposed by
the Board, the Chairman of the Board [Chief Executive Officer,] President or any
Vice  President may delegate  powers to execute and deliver any contract,  bond,
deed,  lease,  mortgage  or other  instrument  in the name and on  behalf of the
Corporation  to other  officers  or  employees  of the  Corporation  under  such
person's supervision and authority, it being understood,  however, that any such
delegation  of power  shall not  relieve  such  officer of  responsibility  with
respect to the exercise of such delegated power.

Section 9.9 Fiscal Year.  The fiscal year of the  Corporation  shall be fixed by
the Board.

Section 9.10 Seal.  The seal of the  Corporation  shall be in such form as shall
from time to time be adopted by the Board. The seal may be used by causing it or
a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 9.11 Books and Records.  The books and records of the Corporation may be
kept within or outside the State of Delaware at such place or places as may from
time to time be designated by the Board.

Section 9.12 Resignation.  Any director,  committee member or officer may resign
by giving  notice  thereof  in  writing  or by  electronic  transmission  to the
Chairman  of the  Board,  the Chief  Executive  Officer,  the  President  or the
Secretary.  The resignation shall take effect at the time specified therein,  or
at the time of receipt of such notice if no time is specified  or the  specified
time is  earlier  than  the time of such  receipt.  Unless  otherwise  specified
therein,  the acceptance of such  resignation  shall not be necessary to make it
effective.

Section  9.13  Surety  Bonds.  Such  officers,   employees  and  agents  of  the
Corporation  (if any) as the  Chairman of the Board,  Chief  Executive  Officer,
President  or the Board may direct,  from time to time,  shall be bonded for the
faithful performance of their duties and for the restoration to the Corporation,
in case of their death,  resignation,  retirement,  disqualification  or removal
from  office,  of all  books,  papers,  vouchers,  money and other  property  of
whatever  kind in their  possession  or under  their  control  belonging  to the
Corporation, in such amounts and by such surety companies as the Chairman of the
Board,  Chief  Executive  Officer,  President  or the Board may  determine.  The
premiums  on such  bonds  shall  be paid by the  Corporation  and the  bonds  so
furnished shall be in the custody of the Secretary.

Section 9.14  Securities  of Other  Corporations.  Powers of attorney,  proxies,
waivers of notice of meeting, consents in writing and other instruments relating
to  securities  owned by the  Corporation  may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, Chief Executive Officer,
President or any Vice  President.  Any such officer,  may, in the name of and on
behalf of the  Corporation,  take all such  action as any such  officer may deem
advisable  to vote in person or by proxy at any meeting of  security  holders of
any corporation in which the  Corporation  may own securities,  or to consent in
writing,  in the name of the  Corporation as such holder,  to any action by such
corporation,  and at any such meeting or with respect to any such consent  shall
possess and may exercise any and all rights and power  incident to the ownership
of such securities and which, as the owner thereof,

                                       22
<PAGE>

the Corporation  might have exercised and possessed.  The Board may from time to
time confer like powers upon any other person or persons.

Section 9.15 Amendments.  The Board shall have the power to adopt,  amend, alter
or repeal the  By-Laws.  The  affirmative  vote of a majority of the Whole Board
shall be required to adopt, amend, alter or repeal the By-Laws. The By-Laws also
may be adopted,  amended,  altered or repealed  by the  stockholders;  provided,
however,  that in  addition to any vote of the holders of any class or series of
capital stock of the  Corporation  required by applicable law or the Certificate
of Incorporation, the affirmative vote of the holders of at least eighty percent
(80%) of the voting  power of all  outstanding  shares of  capital  stock of the
Corporation  entitled to vote  generally  in the election of  directors,  voting
together as a single  class,  shall be required for the  stockholders  to adopt,
amend, alter or repeal the By-Laws.

                                       23