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                                      EX-3
                                  EXHIBIT 3(b)

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         INTER*ACT SYSTEMS, INCORPORATED

                                    ARTICLE I

                                     Offices

     1. Principal Office. The principal office of the corporation shall be
located at such place as the Board of Directors may determine.

     2. Other Offices. The corporation may have offices at such other places,
either within or without the State of North Carolina, as the Board of Directors
may from time to time determine, or as the affairs of the corporation may
require.

                                   ARTICLE II

                             Shareholders' Meetings

     1. Place of Meetings. All meetings of the shareholders shall be held at the
principal office of the corporation, or at such other place, either within or
without the State of North Carolina, as shall be designated in the notice of the
meeting or agreed upon by a majority of the shareholders entitled to vote
thereat.

     2. Annual Meetings. The annual meeting of shareholders shall be held each
year within six months of the close of the corporation's preceding fiscal year
on a date to be determined by the Board of Directors for the purpose of electing
directors of the corporation and for the transaction of such other business as
may be properly brought before the meeting.

     3. Substitute Annual Meetings. If the annual meeting shall not be held on
the day designated by these bylaws, a substitute annual meeting may be called in
accordance with the provisions of Section 4 of this Article. A meeting so called
shall be designated and treated for all purposes as the annual meeting.

     4. Special Meetings. Special meetings of the shareholders may be called at
any time by the Chairman, President, Secretary or Board of Directors of the
corporation.





 

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     5. Notice of Meetings. Written or printed notice stating the time and place
of the meeting shall be delivered no fewer than 10 nor more than 60 days before
the date thereof, either personally or by mail, by or at the direction of the
President, the Secretary, or other person calling the meeting, to each
shareholder of record entitled to vote at such meeting and to each nonvoting
shareholder entitled to notice of the meeting. If the corporation is required by
law to give notice of proposed action to nonvoting shareholders and the action
is to be taken without a meeting pursuant to Section 9 of this Article, written
notice of such proposed action shall be delivered to such shareholders not less
than 10 days before such action is taken.

     If notice is mailed, such notice shall be effective when deposited in the
United States mail with postage thereon prepaid and correctly addressed to the
shareholder's address shown in the corporation's current record of shareholders.

     In the case of an annual or substitute annual meeting, the notice of
meeting need not specifically state the business to be transacted thereat unless
it is a matter with respect to which specific notice to the shareholders is
expressly required by the provisions of the North Carolina Business Corporation
Act. In the case of a special meeting the notice of meeting shall specifically
state the purpose or purposes for which the meeting is called.

     When a meeting is adjourned for more than 120 days after the date fixed for
the original meeting or if a new record date for the adjourned meeting is fixed,
notice of the adjourned meeting shall be given as in the case of an original
meeting. When a meeting is adjourned for 120 days or less and no new record date
for the adjourned meeting is fixed, it is not necessary to give notice of the
adjourned meeting other than by announcement at the meeting at which the
adjournment is taken.

     6. Waiver of Notice. A shareholder may waive any notice required by law,
the Articles of Incorporation, or these bylaws before or after the date and time
stated in the notice. Such waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting waives objection to lack of notice or defective notice
of the meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting. A shareholder's
attendance at a meeting also waives objection to consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the notice of meeting, unless the shareholder objects to considering the matter
before it is voted upon.

     7. Quorum. Shares representing a majority of the outstanding votes entitled
to vote upon a particular matter within each voting group represented in person
or by proxy shall constitute a quorum at meetings of shareholders. If there is
no quorum at the opening of a meeting of shareholders, such meeting may be
adjourned from time to time by a vote of a majority of the votes on the motion
to adjourn; at any adjourned meeting at which a quorum is present, any business
may be transacted which might have been transacted at the original meeting
unless a new record date is or must be set for the adjourned meeting.




 

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     Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is set for that adjourned
meeting.

     8. Voting of Shares. Except to the extent the Articles of Incorporation
provide for multiple or fractional votes per share for certain classes of
capital stock, each outstanding share having voting rights shall be entitled to
one vote on each matter submitted to a vote at a meeting of the shareholders.
Except in the election of directors, a majority of the votes cast on any matter
at a meeting of shareholders at which a quorum is present shall be the act of
the shareholders on that matter, unless a greater vote is required by law, by
the Articles of Incorporation or by a bylaw adopted by the shareholders of the
corporation.

     9. Informal Action by Shareholders. Any action which is required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed, either before or after the time the action which is the subject of the
shareholder approval is taken, by all of the persons who would be entitled to
vote upon such action at a meeting and delivered to the corporation for
inclusion in the minutes or filing with the corporate records. Unless otherwise
fixed by law or these bylaws, the record date for determining the shareholders
entitled to take action without a meeting shall be the date the first
shareholder signs the consent.

     10. Voting Lists. After fixing a record date for a meeting, the corporation
shall prepare an alphabetical list of the names of all the shareholders entitled
to notice of such meeting, arranged by voting group and within each voting group
by class or series of shares, with the address of and number of shares held by
each shareholder. Such list shall be available for inspection by any
shareholder, beginning two business days after notice is given of the meeting
for which the list was prepared and continuing through the meeting, at the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. A shareholder, or his agent or
attorney, is entitled on written demand to inspect and, subject to the
requirements of North Carolina law, to copy the list, during regular business
hours and at his expense, during the period it is available for inspection. This
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to inspection by any shareholder, or his agent or attorney,
during the whole time of the meeting or any adjournment.

     11. Proxies. Shares may be voted either in person or by one or more agents
authorized by a written appointment form executed by the shareholder or by his
duly authorized attorney in fact. An appointment form is valid for 11 months
from the date of its execution, unless a different period is expressly provided
in the appointment form. An appointment is revocable by the shareholder unless
the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest.

     12. Shares Held by Nominees. The corporation may establish a procedure by
which the beneficial owner of shares that are registered in the name of a
nominee is recognized by the corporation as a shareholder. The extent of this
recognition may be determined in the procedure.




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                                   ARTICLE III

                                    Directors

     1. General Powers. Subject to the Articles of Incorporation, all corporate
powers shall be exercised by or under the authority of, and the business and
affairs of the corporation be managed under the direction of, its Board of
Directors.

     2. Number, Term and Qualifications. The number of directors of the
corporation shall be not less than 7 nor more than 12. The number of directors
may be fixed or changed from time to time, within the foregoing range, by the
shareholders or the Board of Directors. The Board of Directors may also increase
or decrease this number, but not by more than 30%, during any twelve-month
period. Directors need not be residents of the State of North Carolina or
shareholders of the corporation.

     3. Term and Election. The Board of Directors shall be divided into classes,
as nearly equal in number as the then total number of directors constituting the
entire Board permits, designated as Class I Directors, Class II Directors and
Class III Directors, respectively, at the time of their election and shall have
the terms of office as follows: The term of office of Class I Directors shall
expire at the 1998 Annual Meeting of Shareholders; the term of office of Class
II Directors shall expire at the 1999 Annual Meeting of Shareholders; and the
term of office of Class III Directors shall expire at the 2000 Annual Meeting of
Shareholders; with the members of each class of directors to hold office until
their successors are elected and qualified. At each Annual Meeting of the
Shareholders subsequent to the 1997 Annual Meeting of Shareholders, directors
elected to succeed those whose terms are expiring shall be elected for a term of
office to expire at the third succeeding Annual Meeting of Shareholders and
until their respective successors are elected and qualified. Persons who receive
a plurality of the votes cast at any election of directors shall be deemed to
have been elected.

     4. Removal. Notwithstanding any other provision of the bylaws of the
corporation, any director or the entire Board of Directors of the corporation
may be removed at any time, but only for cause and only by the affirmative vote
of the holders of at least two-thirds (66-2/3%) of the outstanding shares of
capital stock of the corporation entitled to vote generally in elections of
directors (considered for this purpose as a single class). If any directors are
so removed, new directors may be elected at the same meeting.

     A director may not be removed by the shareholders at a meeting unless the
notice of the meeting states that the purpose, or one of the purposes, of the
meeting is removal of the director.

     5. Vacancies. Unless the Articles of Incorporation provide otherwise, if a
vacancy occurs on the Board of Directors, including, without limitation, a
vacancy resulting from an increase in the number of directors or from the
failure by the shareholders to elect the full authorized number of directors,
the vacancy may be filled by the shareholders or the Board of Directors. If the
directors remaining in office constitute fewer than a quorum of the Board of
Directors, vacancies may be filled by the affirmative vote of a majority of all
the directors, or by the sole remaining






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director. A vacancy that will occur at a specific later date may be filled
before the vacancy occurs but the new director may not take office until the
vacancy occurs. A director elected to fill a vacancy shall serve for the
unexpired term of his predecessor in office and until his successor is elected
and qualified.

     6. Chairman. There may be a Chairman of the Board of Directors elected by
the directors from their number at any meeting of the Board. The Chairman shall
preside at all meetings of the Board of Directors and perform such other duties
as may be directed by the Board. The Board of Directors may designate the
Chairman of the Board or any Vice-Chairman of the Board as an officer of the
corporation.

     7. Compensation. The Board of Directors may compensate a director for his
services as such and may provide for the payment of all expenses incurred by a
director in attending regular and special meetings of the Board or in otherwise
fulfilling his duties as a director.

     8. Executive and Other Committees. Unless otherwise provided in the
Articles of Incorporation or the bylaws, the Board of Directors, by resolution
adopted by a majority of the number of directors then in office, may designate
from among its members an executive committee and one or more other committees,
each consisting of two or more directors. To the extent specified by the Board
of Directors or in the Articles of Incorporation of the corporation, such
committees shall have and may exercise all of the authority of the Board of
Directors in the management of the business and affairs of the corporation,
except that a committee may not authorize distributions; approve or propose to
shareholders action that North Carolina law requires be approved by
shareholders; fill vacancies on the Board of Directors or on any committee;
amend the Articles of Incorporation; adopt, amend, or repeal bylaws; approve a
plan of merger not requiring shareholder approval; authorize or approve
reacquisition of shares of capital stock of the corporation, except according to
a formula or method prescribed by the Board of Directors; or authorize or
approve the issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences, and limitations of a class or
series of shares, except that the Board of Directors may authorize a committee
(or a senior executive officer of the corporation) to do so within limits
specifically prescribed by the Board of Directors.

                                   ARTICLE IV

                              Meetings of Directors

     1. Regular Meetings. A regular meeting of the Board of Directors shall be
held immediately after, and at the same place as, the annual meeting of the
shareholders. The Board of Directors may also provide, by resolution, the time
and place, either within or without the State of North Carolina, for the holding
of additional regular meetings.

     2. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board, the President or any
two directors. Such meetings may be held within or without the State of North
Carolina.




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     3. Notice of Meetings. Regular meetings of the Board of Directors may be
held without notice.

     The person or persons calling a special meeting of the Board of Directors
shall, at least two days before the meeting, give notice thereof by any usual
means of communication. Such notice need not specify the purpose for which the
meeting is called.

     4. Waiver of Notice. Any director may waive any required notice before or
after the date and time stated in the notice. Attendance at or participation by
a director in a meeting shall constitute a waiver of notice of such meeting,
unless the director at the beginning of the meeting (or promptly upon his
arrival) objects to holding the meeting or transacting any business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting.

     5. Quorum. A majority of the number of directors prescribed, or, if no
number is prescribed, the number in office immediately before the meeting
begins, shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

     6. Manner of Acting. Except as otherwise provided by law, the Articles of
Incorporation or these bylaws, an 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.

     The vote of a majority of the directors then holding office shall be
required to adopt, amend or repeal a bylaw, if otherwise permissible. Approval
of a transaction in which one or more directors have an adverse interest shall
require a majority, not less than two, of the disinterested directors then in
office, even though less than a quorum.

     7. Presumption of Assent. A director of the corporation who is present at a
meeting of the Board of Directors or a committee of the Board of Directors when
corporate action is taken shall be deemed to have assented to the action taken
unless his contrary vote is recorded; he objects at the beginning of the meeting
(or promptly upon his arrival) to holding it or transacting business at the
meeting; his dissent or abstention is entered in the minutes of the meeting; or
he files written notice of dissent or abstention with the presiding officer of
the meeting before its adjournment or with the corporation immediately after the
adjournment of the meeting. The right of dissent or abstention is not available
to a director who voted in favor of such action.

     8. Informal Action by Directors and Attendance by Telephone. Action taken
by a majority of the directors without a meeting is nevertheless Board action if
written consent to the action in question, describing the action taken, is
signed by all the directors and filed with the minutes of the proceedings of the
Board or with the corporate records, whether done before or after the action so
taken. Such action shall be effective when the last director signs the consent,
unless the consent specifies a different effective date. The Board of Directors
may permit any or all directors to participate in a regular or special meeting
by, or conduct the meeting through the use of, any means of communication by
which all directors participating may simultaneously hear each other during the
meeting. A director participating in a meeting by this means is deemed to be
present in person at the meeting.




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     9. Loans to Directors. Except as otherwise provided by law, the corporation
shall not directly or indirectly lend money to or guarantee the obligation of a
director of the corporation unless the particular loan or guarantee is approved
by a majority of the votes represented by the outstanding voting shares of all
classes, voting as a single voting group, except the votes of shares owned by or
voted under control of the benefited director, or unless the corporation's Board
of Directors determines that the loan or guarantee benefits the corporation and
either approves the specific loan or guarantee or a general plan authorizing
loans and guarantees. The fact that a loan or guarantee is made in violation of
this Section does not affect the borrower's liability on the loan.

                                    ARTICLE V

                                    Officers

     1. Designation and Number of Officers. The officers of the corporation
shall consist of Executive Officers and Nonexecutive Officers. The Executive
Officers of the corporation shall consist of the Chairman, the President, any
Executive Vice Presidents and Senior Vice Presidents, the Secretary, the
Treasurer and any Vice Presidents or other officers designated an Executive
Officer by the Board of Directors. Nonexecutive Officers are all officers other
than Executive Officers including, without limitation, Assistant Vice
Presidents, Assistant Secretaries, Assistant Treasurers and Vice Presidents.

     The Board of Directors may designate any Executive Officer as Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief
Accounting Officer or Chief Technical Officer, which officer shall have such
authority as the Board of Directors may designate. Any two or more offices may
be held by the same person, except the offices of President and Secretary, but
no officer may act in more than one capacity where action of two or more
officers is required. It shall not be necessary for any officer to be a
shareholder of the corporation.

     2. Election or Appointment and Term. The Executive Officers of the
corporation shall be elected by the Board of Directors. Such election may be
held at any regular or special meeting of the Board. Unless otherwise determined
by the Board of Directors, the Chief Executive Officer may appoint Nonexecutive
Officers. Appointments by the Chief Executive Officer shall become effective
upon the Chief Executive Officer's executing minutes of appointment and
inserting such minutes into the corporation's minute book. Each Executive and
Nonexecutive Officer shall hold office until his death, resignation, retirement,
removal, disqualification or until his successor is elected or appointed and
qualified.

     3. Removal. Any officer or agent of the corporation may be removed by the
Board with or without cause. Any officer or agent appointed by the Chief
Executive Officer may be removed by him with or without cause. The removal of an
officer or agent pursuant to this section shall be without prejudice to the
contract rights, if any, of the person so removed.

     4. Compensation. The compensation of all Executive Officers shall be fixed
by the Board of Directors. Unless otherwise determined by the Board, the
compensation of Nonexecutive





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Officers appointed by the Chief Executive Officer of the corporation shall be
fixed by him. No officer shall serve the corporation in any other capacity and
receive compensation therefor unless such additional compensation be authorized
by the Board of Directors.

     5. Chairman. The Chairman shall preside at all meetings of the Board of
Directors and of the shareholders and shall perform such other duties as may be
assigned to him by the Board.

     6. President. The President shall, unless otherwise determined by the Board
of Directors, be the Chief Executive Officer of the corporation and, subject to
the control of the Board of Directors, shall supervise and control the
management of the corporation according to these bylaws. He shall, in the
absence of the Chairman, preside at all meetings of the shareholders. He shall
sign, with any other proper officer, certificates for shares of the corporation,
and any deeds, mortgages, bonds, contracts or other instruments that may
lawfully be executed on behalf of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be delegated by the Board of Directors to
some other officer or agent; and, in general, he shall perform all duties
incident to the office of President and such other duties as may be prescribed
by the Board of Directors from time to time.

     7. Vice Presidents. The Vice Presidents shall perform such duties and shall
have such other powers as the Board of Directors or the President shall
prescribe. The Board of Directors may designate one or more Vice Presidents as
Executive or Senior Vice President, or any other title that the Board of
Directors deems appropriate, and may rank the Vice Presidents in order of
authority. The Vice President, or, if more than one, the highest ranking
available Vice President, shall, in the absence or disability of the President,
perform the duties and exercise the powers of that office.

     8. Secretary. The Secretary shall keep accurate records of the acts and
proceedings of all meetings of shareholders and directors. He shall give all
notices required by law and by these bylaws. He shall have general charge of the
corporate records and books and of the corporate seal, and he shall affix the
corporate seal to any lawfully executed instruments requiring it. He shall have
general charge of the stock transfer books of the Corporation and shall keep, at
the registered or principal office of the Corporation, a record of shareholders
showing the name and address of each shareholder and the number and class of the
shares held by each. He shall sign such instruments as may require his
signature, and in general, shall perform all duties incident to the office of
Secretary and such other duties as may be assigned to him from time to time by
the President or by the Board of Directors.

     9. Treasurer. The Treasurer shall have custody of all funds and securities
belonging to the Corporation and shall receive, deposit or disburse the same
under the direction of the Board of Directors and the President. He shall keep
full and accurate records of the finances of the Corporation in books especially
provided for the purpose; and he shall prepare or cause to be prepared, for each
fiscal year, annual financial statements of the corporation including a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of cash flows for the year, all in reasonable detail, including
particulars as to convertible securities then





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outstanding, which financial statements or written notice of their availability
shall be mailed to each shareholder within 120 days after the close of each
fiscal year. The Treasurer shall, in general, perform all duties incident to his
office and such other duties as may be assigned to him from time to time by the
President or by the Board of Directors.

     10. Assistant Officers. The Assistant Vice Presidents, Secretaries and
Treasurers shall, in the absence or disability of their superiors, perform the
duties and exercise the powers of those offices and shall, in general, perform
such other duties as shall be assigned to them by the President or by the
respective officers to whom they report.

     11. Internal Auditor. The Chief Executive Officer may appoint one or more
internal auditors with the concurrence of the Audit Committee of the Board of
Directors. Any internal auditors so appointed may not be dismissed without the
concurrence of the Audit Committee.

     12. Contract Rights. The appointment of an officer does not itself create
contract rights in the office.

     13. Bonds. The Board of Directors may by resolution require any or all
officers, agents and employees of the corporation to give bond to the
corporation, with sufficient sureties, conditioned on the faithful performance
of the duties of their respective offices or positions, and to comply with such
other conditions as may from time to time be required by the Board of Directors.

                                   ARTICLE VI

                         Contracts, Checks and Deposits

     1. Contracts. The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument on behalf of the corporation, and such authority may be general or
confined to specific instances.

     2. Checks and Drafts. All checks, drafts or orders for the payment of money
issued in the name of the corporation shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors.

     3. Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such
depositories as the Board of Directors shall direct.




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                                   ARTICLE VII

                  Certificates for Shares and Transfer Thereof

     1. Certificates for Shares. The Chairman or the President and the Secretary
or the Treasurer or any other two officers designated by the Board of Directors
shall sign (either manually or in facsimile) share certificates. Shares may but
need not be represented by certificates. Unless otherwise provided by law, the
rights and obligations of shareholders are identical whether or not their shares
are represented by certificates. If shares are issued without certificates, the
corporation shall, within a reasonable time after such issuance, send the
shareholder a written statement of the information required on certificates by
law. At a minimum each share certificate or information statement shall state on
its face the following information: the name of the corporation and that it is
organized under the law of North Carolina; the name of the person to whom
issued; the number and class of shares and the designation of the series, if
any, the certificate or information statement represents; if the corporation is
authorized to issue different classes of shares or different series within a
class, a summary of, or alternatively, a conspicuous statement on the back or
front of the certificate or contained in the information statement that the
corporation will furnish in writing and without charge, the designations,
relative rights, preferences, and limitations applicable to each class and the
variations in rights, preferences, and limitations determined for each series
(and the authority of the Board of Directors to determine variations for future
series); and, a conspicuous statement of any restrictions on the transfer or
registration of transfer of the shares.

     2. Transfer of Shares. Transfer of shares of the corporation evidenced by
certificates shall be made only on the stock transfer books of the corporation
by the holder of record thereof, or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
other officer or agent designated by the Board of Directors, and on surrender
for cancellation of the certificate for such shares. Transfer of shares of the
corporation not evidenced by certificates shall be made upon delivery to the
corporation of such documentation as the corporation shall require.

     3. Fixing Record Date. For the purpose of determining the shareholders
entitled to notice of a meeting of shareholders, to vote, to take any other
action, or to receive a dividend with respect to their shares, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders. Such record date fixed by the Board of Directors
under this Section shall not be more than 70 days before the meeting or action
requiring a determination of shareholders.

     If no record date is fixed for the determination of shareholders entitled
to notice of or to vote at a meeting of shareholders, or shareholders entitled
to a dividend, the close of the business day before the first notice is
delivered to shareholders or the date on which the Board of Directors authorizes
the dividend, as the case may be, shall be the record date for such
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     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof unless the Board of Directors fixes a new
record date, which it must do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.

     4. Lost Certificates. If a shareholder claims that a certificated security
has been lost, apparently destroyed or wrongfully taken, the corporation shall
issue a new certificated security or, at the option of the corporation, an
equivalent noncertificated security in place of the original security, if the
shareholder so requests before the corporation has notice that the security has
been acquired by a bona fide purchaser, files with the corporation a sufficient
indemnity bond if so required by the corporation, and satisfies any other
reasonable requirements imposed by the corporation.

     5. Holder of Record. The corporation may treat as absolute owner of shares
the person in whose name the shares stand of record on its books just as if that
person had full competency, capacity and authority to exercise all rights of
ownership irrespective of any knowledge or notice to the contrary or any
description indicating a representative, pledge or other fiduciary relation or
any reference to any other instrument or to the rights of any other person
appearing upon its record or upon the share certificates except that any person
furnishing to the corporation proof of his appointment as a fiduciary shall be
treated as if he were a holder of record of its share.

     The corporation may reject a vote, consent, waiver, or proxy appointment if
the Secretary or other officer or agent authorized to tabulate votes, acting in
good faith, has reasonable basis for doubt about the validity of the signature
on it or about the signatory's authority to sign for the shareholder.

     6. Reacquired Shares. The corporation may acquire its own shares and shares
so acquired constitute authorized but unissued shares.

     7. Rights, Options and Warrants. The corporation may issue rights, options
or warrants for the purchase of shares of the corporation. The Board of
Directors shall determine the terms upon which the rights, options or warrants
are issued, their form and content, and the consideration for which the shares
are to be issued. Without limitation, the Board of Directors may include on such
rights, options and warrants restrictions or conditions that preclude or limit
the exercise, transfer or receipt of such rights, options or warrants by the
holder or holders, or beneficial owner or owners, of a specified number or
percentage of the outstanding voting shares of the corporation or by any
transferee of such holder or owner, or that invalidate or void such rights,
options or warrants held by any such holder or owner or by such transferee. In
addition, the Board of Directors may implement rights plans that create purchase
or conversion rights that are not exercisable by a hostile bidder involved in a
hostile takeover of the corporation.



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                                  ARTICLE VIII

                                 Indemnification

     1. Extent. In addition to the indemnification otherwise provided by law,
the corporation shall indemnify and hold harmless its directors and Indemnified
Officers (as hereinafter defined) against liability and expenses in any
proceeding, including reasonable attorneys' fees, arising out of their status as
directors or officers or their activities in any of such capacities or in any
capacity in which any of them is or was serving, at the corporation's request,
in another corporation, partnership, joint venture, trust or other enterprise,
and the corporation shall indemnify and hold harmless those directors and
officers who are deemed to be fiduciaries of the corporation's present and
future employee pension and welfare benefit plans as defined under the Employee
Retirement Income Security Act of 1974 ("ERISA fiduciaries") against liability
and expenses in any proceeding, including reasonable attorneys' fees, arising
out of their status or activities as ERISA fiduciaries; provided, however, that
the corporation shall not indemnify a director or Indemnified Officer against
liability or litigation expense that he may incur on account of his activities
that at the time taken were known or reasonably should have been known by him to
be clearly in conflict with the best interests of the corporation, and the
corporation shall not indemnify an ERISA fiduciary against any liability or
litigation expense that he may incur on account of his activities that at the
time taken were known or reasonably should have been known by him to be clearly
in conflict with the best interests of the employee benefit plan to which the
activities relate. The corporation shall also indemnify the director,
Indemnified Officer, and ERISA fiduciary for reasonable costs, expenses and
attorneys' fees in connection with the enforcement of rights to indemnification
granted herein, if it is determined in accordance with Section 2 of this Article
that the director, Indemnified Officer and ERISA fiduciary is entitled to
indemnification hereunder.

     2. Determination. Any indemnification under Section 1 of this Article shall
be paid by the corporation in any specific case only after a determination that
the director, Indemnified Officer or ERISA fiduciary did not act in a manner, at
the time the activities were taken, that was known or reasonably should have
been known by him to be clearly in conflict with the best interests of the
corporation, or the employee benefit plan to which the activities relate, as the
case may be. Such determination shall be made (a) by the affirmative vote of a
majority (but not less than two) of directors who are or were not parties to
such action, suit or proceeding or against whom any such claim is asserted
("disinterested directors") even though less than a quorum, or (b) if a majority
(but not less than two) of disinterested directors so direct, by independent
legal counsel in a written opinion, or (c) if there are less than two
disinterested directors, by the affirmative vote of all of the directors, or (d)
by the vote of a majority of all of the voting shares other than those owned or
controlled by directors or officers who were parties to such action, suit or
proceeding or against whom such claim is asserted, or by a unanimous vote of all
of the voting shares, or (e) by a court of competent jurisdiction.

     3. Advanced Expenses. Expenses incurred by a director, Indemnified Officer
or ERISA fiduciary in defending a civil or criminal claim, action, suit or
proceeding may, upon approval of a majority (but not less than two) of the
disinterested directors, even though less than a quorum, or, if there are less
than two disinterested directors, upon unanimous approval of the






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Board of Directors, be paid by the corporation in advance of the final
disposition of such claim, action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, Indemnified Officer or ERISA
fiduciary to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified against such expenses by the corporation.

     4. Corporation. For purposes of this Article, references to directors or
officers of the "corporation" shall be deemed to include directors, officers and
ERISA fiduciaries of Inter*Act Systems, Incorporated, its subsidiaries, and all
constituent corporations absorbed into Inter*Act Systems, Incorporated or any of
its subsidiaries by a consolidation or merger.

     5. Indemnified Officer. For purposes of this Article, "Indemnified Officer"
shall mean all Executive Officers of the corporation and each other officer,
employee and agent of the corporation who is designated by the Board of
Directors as an "Indemnified Officer".

     6. Reliance and Consideration. Any director, Indemnified Officer or ERISA
fiduciary who at any time after the adoption of this Bylaw serves or has served
in any of the aforesaid capacities for or on behalf of the corporation shall be
deemed to be doing or to have done so in reliance upon, and as consideration
for, the right of indemnification provided herein. Such right shall inure to the
benefit of the legal representatives of any such person and shall not be
exclusive of any other rights to which such person may be entitled apart from
the provision of this Bylaw. No amendment, modification or repeal of this
Article VIII shall adversely affect the right of any director, Indemnified
Officer or ERISA fiduciary to indemnification hereunder with respect to any
activities occurring prior to the time of such amendment, modification or
repeal.

     7. Insurance. The corporation may purchase and maintain insurance on behalf
of its directors, officers, employees and agents and those persons who were
serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of, or in some other capacity in, another
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article or otherwise. Any full or partial payment made by
an insurance company under any insurance policy covering any director, officer,
employee or agent made to or on behalf of a person entitled to indemnification
under this Article shall relieve the corporation of its liability for
indemnification provided for in this Article or otherwise to the extent of such
payment, and no insurer shall have a right of subrogation against the
corporation with respect to such payment.

                                   ARTICLE IX

                               General Provisions

     1. Dividends. The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in such manner and upon
such terms and conditions as are permitted by law and by its Articles of
Incorporation.





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     2. Waiver of Notice. Whenever any notice is required to be given to any
shareholder or director under the provisions of the North Carolina Business
Corporation Act or under the provisions of the Articles of Incorporation or
bylaws of the corporation, 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 equivalent to such notice.

     3. Fiscal Year. Unless otherwise ordered by the Board of Directors, the
fiscal year of the corporation shall be the calendar year.

     4. Inspection of Records by Shareholders. The shareholders shall not be
entitled to inspect or copy any accounting records of the corporation or any
records of the corporation with respect to any matter which the corporation
determines in good faith may, if disclosed, adversely affect the corporation in
the conduct of its business or may constitute material nonpublic information at
the time the shareholder's notice of demand to inspect and copy is received by
the corporation.

     5. Amendments. Notwithstanding any other provision of the Articles of
Incorporation or the Bylaws of the corporation, the Board of Directors of the
corporation shall have the power to adopt, amend or repeal the bylaws of the
corporation except to the extent limited by laws. The shareholders of the
corporation may exercise their power to adopt, amend or repeal the bylaws of the
corporation only by the affirmative vote of the holders of at least two-thirds
(66-2/3%) of the outstanding shares of capital stock of the corporation entitled
to vote generally in the election of directors (considered for this purpose as
one class and notwithstanding that some lesser percentage may be permitted by
law, or permitted or required by the Articles of Incorporation or the bylaws of
the corporation).

     6. Inapplicability of Article 9A. Article 9A of Chapter 55 of the General
Statutes of North Carolina, entitled "Control Share Acquisition Act," shall not
apply to this corporation.

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     I, Mary Braunsdorf, the duly elected, qualified and acting Secretary of
Inter*Act Systems, Incorporated, do hereby certify that the foregoing are the
Amended and Restated Bylaws of Inter*Act Systems, Incorporated, adopted by the
Board of Directors on April 30, 1997 and by the shareholders of the corporation
on May 20, 1997, and reflecting amendments thereto adopted by the Board of
Directors on July 15, 1998, January 20, 1999 and March 15, 1999.

     IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of March,
1999.

(CORPORATE SEAL)

                                   /s/Mary Braunsdorf
                                   _________________________
                                   Mary Braunsdorf




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