##### 



Exhibit 3.2

AMENDED AND RESTATED

BYLAWS OF

NET PERCEPTIONS, INC.

A DELAWARE CORPORATION

(hereinafter called the Corporation)

as amended through August 5, 2003





---



##### 



TABLE OF CONTENTS

|                                           |                                                                    |  |      |    | 
|------------------------------------------ | ------------------------------------------------------------------ |  | ---- | -- | 
|                                           |                                                                    |  | Page
|                                           |                                                                    |  |     
|ARTICLE I OFFICES AND RECORDS              |                                                                    |  | 4    |   
|                                           | Section 1.1 Delaware Office                                        |  |      | 4  | 
|                                           | Section 1.2 Other Offices                                          |  |      | 4  | 
|                                           | Section 1.3 Books and Records                                      |  |      | 4  | 
|ARTICLE II STOCKHOLDERS                    |                                                                    |  | 4    |   
|                                           | Section 2.1 Annual Meeting                                         |  |      | 4  | 
|                                           | Section 2.2 Place of Meeting                                       |  |      | 4  | 
|                                           | Section 2.3 Notice of Meeting                                      |  |      | 4  | 
|                                           | Section 2.4 Nature of Business at Annual Meetings                  |  |      | 5  | 
|                                           | Section 2.5 Special Meetings                                       |  |      | 6  | 
|                                           | Section 2.6 Nomination of Directors at Annual and Special Meetings |  |      | 6  | 
|                                           | Section 2.7 Inspectors of Elections; Opening and Closing the Polls |  |      | 8  | 
|                                           | Section 2.8 No Stockholder Action by Written Consent               |  |      | 8  | 
|                                           | Section 2.9 Quorum and Adjournment                                 |  |      | 8  | 
|                                           | Section 2.10 Proxies                                               |  |      | 9  | 
|ARTICLE III BOARD OF DIRECTORS             |                                                                    |  | 9    |   
|                                           | Section 3.1 General Powers                                         |  |      | 9  | 
|                                           | Section 3.2 Number, Tenure and Qualifications                      |  |      | 9  | 
|                                           | Section 3.3 Regular Meetings                                       |  |      | 9  | 
|                                           | Section 3.4 Special Meetings                                       |  |      | 9  | 
|                                           | Section 3.5 Notice                                                 |  |      | 10 | 
|                                           | Section 3.6 Conference Telephone Meetings                          |  |      | 10 | 
|                                           | Section 3.7 Quorum                                                 |  |      | 10 | 
|                                           | Section 3.8 Vacancies                                              |  |      | 10 | 
|                                           | Section 3.9 Committee                                              |  |      | 11 | 
|                                           | Section 3.10 Removal                                               |  |      | 11 | 
|ARTICLE IV OFFICERS                        |                                                                    |  | 11   |   
|                                           | Section 4.1 Elected Officers                                       |  |      | 11 | 
|                                           | Section 4.2 Election and Term of Office                            |  |      | 12 | 
|                                           | Section 4.3 President and Chief Executive Officer                  |  |      | 12 | 
|                                           | Section 4.4 Secretary                                              |  |      | 12 | 
|                                           | Section 4.5 Treasurer                                              |  |      | 13 | 
|                                           | Section 4.6 Removal                                                |  |      | 13 | 
|                                           | Section 4.7 Vacancies                                              |  |      | 13 | 
|ARTICLE V STOCK CERTIFICATES AND TRANSFERS |                                                                    |  | 13   |   
|                                           | Section 5.1 Stock Certificates and Transfers                       |  |      | 13 | 
|ARTICLE VI INDEMNIFICATION                 |                                                                    |  | 14   |   
|                                           | Section 6.1 Right to Indemnification                               |  |      | 14 | 

2



---



##### 



|                                     |                                                              |  |      |    | 
|------------------------------------ | ------------------------------------------------------------ |  | ---- | -- | 
|                                     |                                                              |  | Page
|                                     |                                                              |  |     
|                                     | Section 6.2 Prepayment of Expenses                           |  |      | 14 | 
|                                     | Section 6.3 Claims                                           |  |      | 14 | 
|                                     | Section 6.4 Nonexclusivity of Rights                         |  |      | 15 | 
|                                     | Section 6.5 Amendment or Repeal                              |  |      | 15 | 
|                                     | Section 6.6 Other Indemnification and Prepayment of Expenses |  |      | 15 | 
|ARTICLE VII MISCELLANEOUS PROVISIONS |                                                              |  | 15   |   
|                                     | Section 7.1 Fiscal Year                                      |  |      | 15 | 
|                                     | Section 7.2 Dividends                                        |  |      | 15 | 
|                                     | Section 7.3 Seal                                             |  |      | 15 | 
|                                     | Section 7.4 Waiver of Notice                                 |  |      | 15 | 
|                                     | Section 7.5 Audits                                           |  |      | 16 | 
|                                     | Section 7.6 Resignations                                     |  |      | 16 | 
|                                     | Section 7.7 Contracts                                        |  |      | 16 | 
|                                     | Section 7.8 Proxies                                          |  |      | 16 | 
|ARTICLE VIII AMENDMENTS              |                                                              |  | 17   |   
|                                     | Section 8.1 Amendments                                       |  |      | 17 | 

3



---



##### 



ARTICLE I

OFFICES AND RECORDS

Section 1.1 Delaware Office. The registered office of the Corporation in the
State of Delaware shall be located in the City of Dover, County of Kent.

Section 1.2 Other Offices. The Corporation may have such other offices, either
within or without the State of Delaware, as the Board of Directors may
designate or as the business of the Corporation may from time to time require.

Section 1.3 Books and Records. The books and records of the Corporation may be
kept at the Corporations headquarters in Minneapolis, Minnesota or at such
other locations outside the State of Delaware as may from time to time be
designated by the Board of Directors.

ARTICLE II

STOCKHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the stockholders of the
Corporation shall be held at such date, place and/or time as may be fixed by
resolution of the Board of Directors.

Section 2.2 Place of Meeting. The Board of Directors may designate the place
of meeting for any meeting of the stockholders. If no designation is made by
the Board of Directors, the place of meeting shall be the principal office of
the Corporation.

Section 2.3 Notice of Meeting. Written or printed notice, stating the place,
day and hour of the meeting and the purposes for which the meeting is called,
shall be prepared and delivered by the Corporation not less than ten days nor
more than sixty days before the date of the meeting, either personally, or by
mail, to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail with postage thereon prepaid, addressed to the stockholder
at his address as it appears on the stock transfer books of the Corporation.
Such further notice shall be given as may be required by law. Meetings may be
held without notice if all stockholders entitled to vote are present (except as
otherwise provided), or if notice is waived by those not present. Any
previously scheduled meeting of the stockholders may be postponed and (unless
the certificate of incorporation of the Corporation (as amended and restated
from time to time, the Certificate of Incorporation) otherwise provides) any
special meeting of the stockholders may be cancelled, by resolution of the
Board of Directors upon public notice given prior to the time previously
scheduled for such meeting of stockholders.

4



---



##### 



Section 2.4 Nature of Business at Annual Meetings. No business may be
transacted at an annual meeting of stockholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the annual meeting by
or at the direction of the Board of Directors (or any duly authorized committee
thereof) or (c) otherwise properly brought before the annual meeting by any
stockholder of the Corporation (i) who is a stockholder of record on the date
of the giving of the notice provided for in this Section 2.4 and on the record
date for the determination of stockholders entitled to vote at such annual
meeting and (ii) who complies with the notice procedures set forth in this
Section 2.4.

In addition to any other applicable requirements, for business 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.

To be timely, a stockholders notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation
not less than ninety (90) days nor more than one hundred twenty (120) days
prior to 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 thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the later of (i) the ninetieth
(90th) day preceding the date of the annual meeting and (ii) the tenth (10th)
day following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure of the date of the annual meeting was
made, whichever first occurs.

To be in proper written form, a stockholders notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of such stockholder, (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such stockholder, (iv) a description of
all arrangements or understandings between such stockholder and any other
person or persons (including their names) in connection with the proposal of
such business by such stockholder and any material interest of such stockholder
in such business and (v) a representation that such stockholder intends to
appear in person or by proxy at the annual meeting to bring such business
before the meeting.

5



---



##### 



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 2.4; provided, however, that, once
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in this Section 2.4 shall be deemed to preclude
discussion by any stockholder of any such business. If the chairman of an
annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the chairman shall
declare to the meeting that the business was not properly brought before the
annual meeting and such business shall not be transacted.

Section 2.5 Special Meetings. Unless otherwise required by law or by the
Certificate of Incorporation, special meetings of stockholders, for any purpose
or purposes, may be called only by (i) the Chairman of the Board (if there be
one), (ii) the President, (iii) any Vice President (if there be one), (iv) the
Secretary or (v) any Assistant Secretary (if there be one), and shall be called
by any such officer at the request in writing of a majority of the Board of
Directors. Such request shall state the purpose or purposes of the proposed
meeting. At a special meeting of Stockholders, only such business shall be
conducted as shall be specified in the notice of meeting (or any supplement
thereto).

Section 2.6 Nomination of Directors at Annual and Special Meetings. 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 in the Certificate of Incorporation with respect to the
right of holders of preferred stock of the Corporation to nominate and elect a
specified number of directors in certain circumstances. Nominations of persons
for election to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 2.6 and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 2.6.

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.

6



---



##### 



To be timely, a stockholders notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation
(a) in the case of an annual meeting, not less than ninety (90) days nor more
than one hundred twenty (120) days prior to 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
thirty (30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the later of (i) the ninetieth (90th) day preceding the date of
the annual meeting and (ii) the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first occurs;
and (b) 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 tenth (10th)
day following the day on which notice of the date of the special meeting was
mailed or public disclosure of the date of the special meeting was made,
whichever first occurs.

To be in proper written form, a stockholders notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person and (iv)
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 Securities Exchange Act of 1934, as amended (the Exchange
Act), and the rules and regulations promulgated thereunder; and (b) as to the
stockholder giving the notice, (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by
such stockholder, (iv) a representation that such stockholder intends to appear
in person or by proxy at the meeting to nominate the persons named in such
stockholders notice and (v) any other information relating to such stockholder
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.

7



---



##### 



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
2.6. If the chairman of the meeting determines that a nomination was not made
in accordance with the foregoing procedures, the chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall
be disregarded.

Section 2.7 Inspectors of Elections; Opening and Closing the Polls.

(a) The Board of Directors by resolution shall appoint one or more
inspectors, which inspector or inspectors may include individuals who serve the
Corporation in other capacities, including, without limitation, as officers,
employees, agents or representatives of the Corporation, to act at the meeting
and make a written report thereof. One or more persons may be designated as
alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate has been appointed to act, or if all inspectors or
alternates who have been appointed are unable to act, at a meeting of
stockholders, 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 to faithfully execute the duties of inspector with
strict impartiality and according to the best of his or her ability. The
inspectors shall have the duties prescribed by the General Corporation Law of
the State of Delaware.

(b) The chairman of the meeting shall fix and announce at the meeting 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.

Section 2.8 No Stockholder Action by Written Consent. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken by the stockholders of the Corporation must be taken at an annual
or special meeting of such stockholders, and may not be effected by any consent
in writing of such stockholders.

Section 2.9 Quorum and Adjournment. Except as otherwise provided by law or by
the Certificate of Incorporation, the holders of a majority of the voting power
of the outstanding shares of the Corporation entitled to vote generally in the
election of directors (the Voting Stock), represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders, except that when
specified business is to be voted on by a class or series voting separately as
a class or series, the holders of a majority of the voting power of the shares
of such class or series shall constitute a quorum for the transaction of such
business. The chairman of the meeting or a majority of the shares of Voting
Stock so represented may adjourn the meeting from time to time, whether or not
there is such a quorum (or, in the case of specified business to be voted on by
a class or series, the chairman or a

8



---



##### 



majority of the shares of such class or series so represented may adjourn the
meeting with respect to such specified business). No notice of the time and
place of adjourned meetings need be given except as required by law. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

Section 2.10 Proxies. At all meetings of stockholders, a stockholder may vote
by proxy executed in writing by the stockholder or as may be permitted by law,
or by his duly authorized attorney-in-fact. Such proxy must be filed with the
Secretary of the Corporation or his representative at or before the time of the
meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall
be managed by or under the direction of its Board of Directors. In addition to
the powers and authorities by these Bylaws expressly conferred upon them, the
Board of Directors may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by law, by the Certificate of
Incorporation or by these Bylaws required to be exercised or done by the
stockholders.

Section 3.2 Number, Tenure and Qualifications. Subject to the rights of the
holders of any series of Preferred Stock, or any other series or class of stock
as set forth in the Certificate of Incorporation, to elect directors under
specified circumstances, the number of directors (the Whole Board) shall
initially be four (4) and shall be fixed from time to time thereafter by a
majority of the Board of Directors.

Section 3.3 Regular Meetings. A regular meeting of the Board of Directors
shall be held without notice other than this Bylaw immediately after, and at
the same place as, each annual meeting of stockholders. The Board of Directors
may, by resolution, provide the time and place for the holding of additional
regular meetings without notice other than such resolution.

Section 3.4 Special Meetings. Special meetings of the Board of Directors shall
be called at the request of the Chairman of the Board (if there be one), the
President or a majority of the Board of Directors. The person or persons
authorized to call special meetings of the Board of Directors may fix the place
and time of the meetings.

9



---



##### 



Section 3.5 Notice. Notice of any special meeting shall be given to each
director at his business or residence in writing or by telegram or by telephone
communication. If mailed, such notice shall be deemed adequately delivered
when deposited in the United States mails so addressed, with postage thereon
prepaid, at least five days before such meeting. If by telegram, such notice
shall be deemed adequately delivered when the telegram is delivered to the
telegraph company at least twenty-four hours before such meeting. If by
facsimile transmission, such notice shall be transmitted at least twenty-four
hours before such meeting. If by telephone, the notice shall be given at least
twelve hours prior to the time set for the meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice of such meeting, except for
amendments to these Bylaws as provided under Section 8.1 of Article VIII
hereof. A meeting may be held at any time without notice if all the directors
are present (except as otherwise provided by law) or if those not present waive
notice of the meeting in writing, either before or after such meeting.

Section 3.6 Conference Telephone Meetings. Members of the Board of Directors,
or any committee thereof, may participate in a meeting of the Board of
Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

Section 3.7 Quorum. A whole number of directors equal to at least a majority
of the Whole Board shall constitute a quorum for the transaction of business,
but if at any meeting of the Board of Directors there shall be less than a
quorum present, a majority of the directors present may adjourn the meeting
from time to time without further notice. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

Section 3.8 Vacancies. Subject to the rights of the holders of any series of
Preferred Stock, or any other series or class of stock as set forth in the
Certificate of Incorporation, to elect additional directors under specified
circumstances, and unless the Board of Directors otherwise determines,
vacancies resulting from death, resignation, retirement, disqualification,
removal from office or other cause, and newly created directorships resulting
from any increase in the authorized number of directors, may be filled only by
the affirmative vote of a majority of the remaining directors, though less than
a quorum of the Board of Directors, and directors so chosen shall hold office
for a term expiring at the annual meeting of stockholders at which the term of
office of the class to which they have been elected expires and until such
directors successor shall have been duly elected and qualified. No decrease
in the number of authorized directors constituting the Whole Board shall
shorten the term of any incumbent director.

10



---



##### 



Section 3.9 Committee.

(a) The Board of Directors may designate one or more committees, 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 the
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, 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 which may require it.

(b) Unless the Board of Directors otherwise provides, each committee
designated by the Board of Directors may make, alter and repeal rules for the
conduct of its business. In the absence of such rules each committee shall
conduct its business in the same manner as the Board of Directors conducts its
business pursuant to these Bylaws.

Section 3.10 Removal. Subject to the rights of the holders of any series of
Preferred Stock, or any other series or class of stock as set forth in the
Certificate of Incorporation, to remove or elect additional directors under
specified circumstances, any director, or the entire Board of Directors, may be
removed from office at any time, with or without cause, only by the affirmative
vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of
the voting power of the then outstanding Voting Stock, voting together as a
single class.

ARTICLE IV

OFFICERS

Section 4.1 Elected Officers. The elected officers of the Corporation shall be
a President, a Secretary, a Treasurer, and such other officers as the Board of
Directors from time to time may deem proper. All officers chosen by the Board
of Directors shall each have such powers and duties as generally pertain to
their respective offices, subject to the specific provisions of this Article
IV. Such officers shall also have powers and duties as from time to time may
be conferred by the Board of Directors or by any committee thereof.

11



---



##### 



Section 4.2 Election and Term of Office. The elected officers of the
Corporation shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held after each annual meeting of the
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Subject to
Section 4.7 of these Bylaws, each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign.

Section 4.3 President and Chief Executive Officer. The President shall be the
general manager of the Corporation, subject to the control of the Board of
Directors, and as such shall preside at all meetings of shareholders, shall
have general supervision of the affairs of the Corporation, shall sign or
countersign or authorize another officer to sign all certificates, contracts,
and other instruments of the Corporation as authorized by the Board of
Directors, shall make reports to the Board of Directors and shareholders, and
shall perform all such other duties as are incident to such office or are
properly required by the Board of Directors. If the Board of Directors creates
the office of Chief Executive Officer as a separate office from President, the
President shall be the chief operating officer of the corporation and shall be
subject to the general supervision, direction, and control of the Chief
Executive Officer unless the Board of Directors provides otherwise.

Section 4.4 Secretary. The Secretary shall give, or cause to be given, notice
of all meetings of stockholders and directors and all other notices required by
law or by these Bylaws, and in case of his absence or refusal to neglect so to
do, any such notice may be given by any person thereunto directed by the
Chairman of the Board (if there be one) or the President, or by the Board of
Directors, upon whose request the meeting is called as provided in these
Bylaws. He shall record all the proceedings of the meetings of the Board of
Directors, any committees thereof and the stockholders of the Corporation in a
book to be kept for that purpose, and shall perform such other duties as may be
assigned to him by the Board of Directors, the Chairman of the Board (if there
be one) or the President. He shall have custody of the seal of the Corporation
and shall affix the same to all instruments requiring it, when authorized by
the Board of Directors, the Chairman of the Board (if there be one) or the
President, and attest to the same.

12



---



##### 



Section 4.5 Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate receipts and
disbursements in books belonging to the Corporation. The Treasurer shall
deposit all moneys and other valuables in the name and to the credit of the
Corporation in such depositaries as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, the Chairman of the Board (if there be one),
or the President, taking proper vouchers for such disbursements. The Treasurer
shall render to the Chairman of the Board (if there be one), the President and
the Board of Directors, whenever requested, an account of all his transactions
as Treasurer and of the financial condition of the Corporation. If required by
the Board of Directors, the Treasurer shall give the Corporation a bond for the
faithful discharge of his duties in such amount and with such surety as the
Board of Directors shall prescribe.

Section 4.6 Removal. Any officer elected by the Board of Directors may be
removed by the Board of Directors whenever, in their judgment, the best
interests of the Corporation would be served thereby. No elected officer shall
have any contractual rights against the Corporation for compensation by virtue
of such election beyond the date of the election of his successor, his death,
his resignation or his removal, whichever event shall first occur, except as
otherwise provided in an employment contract or an employee plan.

Section 4.7 Vacancies. A newly created office and a vacancy in any office
because of death, resignation, or removal may be filled by the Board of
Directors for the unexpired portion of the term at any meeting of the Board of
Directors.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

(a) The interest of each stockholder of the Corporation shall be evidenced
by certificates for shares of stock in such form as the appropriate officers of
the Corporation may from time to time prescribe. The shares of the stock of
the Corporation shall be transferred on the books of the Corporation by the
holder thereof in person or by his attorney, upon surrender for cancellation of
certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the authenticity of the signature as the Corporation or its agents may
reasonably require.

13



---



##### 



(b) The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution
prescribe, which resolution may permit all or any of the signatures on such
certificates to be in 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 were such officer, transfer agent or registrar at the date of
issue.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (an Indemnitee) who was or is
made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a Proceeding), by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director or officer of the
Corporation or, 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,
enterprise or nonprofit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including
attorneys fees) reasonably incurred by such Indemnitee. Notwithstanding the
preceding sentence, except as otherwise provided in Section 6.3, the
Corporation shall be required to indemnify an Indemnitee in connection with a
proceeding (or part thereof) commenced by such Indemnitee only if the
commencement of such proceeding (or part thereof) by the Indemnitee was
authorized by the Board of Directors of the Corporation.

Section 6.2 Prepayment of Expenses. The Corporation shall pay the expenses
(including attorneys fees) incurred by an Indemnitee in defending any
proceeding in advance of its final disposition, provided, however, that, to the
extent required by law, such payment of expenses in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the Indemnitee to repay all amounts advanced if it should be ultimately
determined that the Indemnitee is not entitled to be indemnified under this
Article VI or otherwise.

Section 6.3 Claims. If a claim for indemnification or payment of expenses
under this Article VI is not paid in full within sixty days after written claim
therefor by the Indemnitee has been received by the Corporation, the Indemnitee
may file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting such
claim. In any such action the Corporation shall have the burden of proving
that the Indemnitee is not entitled to the requested indemnification or payment
of expenses under applicable law.

14



---



##### 



Section 6.4 Nonexclusivity of Rights. The rights conferred on any Indemnitee
by this Article VI shall not be exclusive of any other rights which such
Indemnitee may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5 Amendment or Repeal. Any repeal or modification of the foregoing
provisions of this Article VI shall not adversely affect any right or
protection hereunder of any Indemnitee in respect of any act or omission
occurring prior to the time of such repeal or modification.

Section 6.6 Other Indemnification and Prepayment of Expenses. This Article VI
shall not limit the right of the Corporation, to the extent and in the manner
permitted by law, to indemnify and to advance expenses to persons other than
Indemnitees when and as authorized by appropriate corporate action.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Fiscal Year. The fiscal year of the Corporation shall begin on the
first day of January and end on the thirty-first day of December of each year.

Section 7.2 Dividends. The Board of Directors may from time to time declare,
and the Corporation may pay, dividends on its outstanding shares in the manner
and upon the terms and conditions provided by law and its Certificate of
Incorporation.

Section 7.3 Seal. The corporate seal shall have inscribed the name of the
Corporation thereon and shall be in such form as may be approved from time to
time by the Board of Directors.

Section 7.4 Waiver of Notice. Whenever any notice is required to be given to
any stockholder or director of the Corporation under the provisions of the
General Corporation Law of the State of Delaware, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at, nor the purpose of, any
annual or special meeting of the stockholders of the Board of Directors need be
specified in any waiver of notice of such meeting.

15



---



##### 



Section 7.5 Audits. The accounts, books and records of the Corporation shall
be audited upon the conclusion of each fiscal year by an independent certified
public accountant selected by the Board of Directors, and it shall be the duty
of the Board of Directors to cause such audit to be made annually.

Section 7.6 Resignations. Any director or any officer, whether elected or
appointed, may resign at any time by serving written notice of such resignation
on the Chairman of the Board (if there be one), the President or the Secretary,
and such resignation shall be deemed to be effective as of the close of
business on the date said notice is received by the Chairman of the Board, the
President, or the Secretary or at such later date as is stated therein. No
formal action shall be required of the Board of Directors of the stockholders
to make any such resignation effective.

Section 7.7 Contracts. Except as otherwise required by law, the Certificate of
Incorporation or these Bylaws, any contracts or other instruments may be
executed and delivered in the name and on behalf of the Corporation by such
officer or officers of the Corporation as the Board of Directors may from time
to time direct. Such authority may be general or confined to specific
instances as the Board may determine. The Chairman of the Board (if there be
one), the President or any Vice President (if there be one) may execute bonds,
contracts, deeds, leases and other instruments to be made or executed for or on
behalf of the Corporation. Subject to any restrictions imposed by the Board of
Directors or the Chairman of the Board (if there be one), the President or any
Vice President (if there be one) of the Corporation may delegate contractual
powers to others under his jurisdiction, 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 7.8 Proxies. Unless otherwise provided by resolution adopted by the
Board of Directors, the Chairman of the Board (if there be one), the President
or any Vice President (if there be one) may from time to time appoint any
attorney or attorneys or agent or agents of the Corporation, in the name and on
behalf of the Corporation, to cast the votes which the Corporation may be
entitled to cast as the holder of stock or other securities in any other
corporation or other entity, any of whose stock or other securities may be held
by the Corporation, at meetings of the holders of the stock and other
securities of such other corporation or other entity, or to consent in writing,
in the name of the Corporation as such holder, to any action by such other
corporation or other entity, and may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent, and
may execute or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal or otherwise, all such written proxies
or other instruments as he may deem necessary or proper in the circumstances.

16



---



##### 



ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. These Bylaws may be amended, altered, added to,
rescinded or repealed at any meeting of the Board of Directors or of the
stockholders, provided notice of the proposed change was given in the notice of
the meeting and, in the case of a meeting of the Board of Directors, in a
notice given no less than twenty-four hours prior to the meeting; provided,
however, that, notwithstanding any other provisions of these Bylaws or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the stock required by law, the Certificate of Incorporation or these
Bylaws, the affirmative vote of the holders of at least 80 percent of the
voting power of the then outstanding Voting Stock, voting together as a single
class, shall be required in order for stockholders to alter, amend or repeal
any provision of these Bylaws or to adopt any additional bylaw.

17