<PAGE>


                                                                 Exhibit 4.2
















                          AMENDED AND RESTATED BY-LAWS

                                       OF

                           ART TECHNOLOGY GROUP, INC.
                           (AS ADOPTED MAY 14, 2001)



<PAGE>



                          AMENDED AND RESTATED BY-LAWS

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
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<S>                                                                                                              <C>
ARTICLE 1 - Stockholders..........................................................................................1
         1.1      Place of Meetings...............................................................................1
         1.2      Annual Meeting..................................................................................1
         1.3      Special Meetings................................................................................1
         1.4      Notice of Meetings..............................................................................1
         1.5      Voting List.....................................................................................2
         1.6      Quorum..........................................................................................2
         1.7      Adjournments....................................................................................2
         1.8      Voting and Proxies..............................................................................2
         1.9      Action at Meeting...............................................................................2
         1.10     Nomination of Directors.........................................................................3
         1.11     Notice of Business at Annual Meetings...........................................................4
         1.12     Action without Meeting..........................................................................4
         1.13     Conduct of Meetings.............................................................................5

ARTICLE 2 - Directors.............................................................................................5
         2.1      General Powers..................................................................................5
         2.2      Number; Election and Qualification..............................................................5
         2.3      Classes of Directors............................................................................5
         2.4      Terms of Office.................................................................................6
         2.5      Allocation of Directors Among Classes in the Event of Increases or
                  Decreases in the Number of Directors............................................................6
         2.6      Vacancies.......................................................................................6
         2.7      Resignation.....................................................................................7
         2.8      Regular Meetings................................................................................7
         2.9      Special Meetings................................................................................7
         2.10     Notice of Special Meetings......................................................................7
         2.11     Meetings by Conference Communications Equipment.................................................7
         2.12     Quorum..........................................................................................7
         2.13     Action at Meeting...............................................................................8
         2.14     Action by Written Consent.......................................................................8
         2.15     Removal.........................................................................................8
         2.16     Committees......................................................................................8
         2.17     Compensation of Directors.......................................................................9

ARTICLE 3 - Officers..............................................................................................9
         3.1      Enumeration.....................................................................................9
         3.2      Election........................................................................................9
         3.3      Qualification...................................................................................9
</TABLE>


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<TABLE>
<CAPTION>
                                                                                                               Page

<S>                                                                                                              <C>
         3.4      Tenure..........................................................................................9
         3.5      Resignation and Removal.........................................................................9
         3.6      Vacancies......................................................................................10
         3.7      Chairman of the Board and Vice Chairman of the Board...........................................10
         3.8      President......................................................................................10
         3.9      Vice Presidents................................................................................10
         3.10     Secretary and Assistant Secretaries............................................................10
         3.11     Treasurer and Assistant Treasurers.............................................................11
         3.12     Salaries.......................................................................................11

ARTICLE 4 - Capital Stock........................................................................................11
         4.1      Issuance of Stock..............................................................................11
         4.2      Certificates of Stock..........................................................................12
         4.3      Transfers......................................................................................12
         4.4      Lost, Stolen or Destroyed Certificates.........................................................12
         4.5      Record Date....................................................................................12

ARTICLE 5 - General Provisions...................................................................................13
         5.1      Fiscal Year....................................................................................13
         5.2      Corporate Seal.................................................................................13
         5.3      Waiver of Notice...............................................................................13
         5.4      Voting of Securities...........................................................................13
         5.5      Evidence of Authority..........................................................................13
         5.6      Certificate of Incorporation...................................................................14
         5.7      Transactions with Interested Parties...........................................................14
         5.8      Severability...................................................................................14
         5.9      Pronouns.......................................................................................14

ARTICLE 6 - Amendments...........................................................................................15
         6.1      By the Board of Directors......................................................................15
         6.2      By the Stockholders............................................................................15
         6.3      Certain Provisions.............................................................................15
</TABLE>



                                       ii

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                          AMENDED AND RESTATED BY-LAWS

                                       OF

                           ART TECHNOLOGY GROUP, INC.



                            ARTICLE 1 - STOCKHOLDERS


         1.1      PLACE OF MEETINGS. All meetings of stockholders shall be
held at such place within or without the State of Delaware as may be
designated from time to time by the Board of Directors or the President or,
if not so designated, at the registered office of the corporation.

         1.2      ANNUAL MEETING. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held on a date to be fixed by
the Board of Directors or the President (which date shall not be a legal
holiday in the place where the meeting is to be held) at the time and place
to be fixed by the Board of Directors or the President and stated in the
notice of the meeting. If no annual meeting is held in accordance with the
foregoing provisions, the Board of Directors shall cause the meeting to be
held as soon thereafter as convenient. If no annual meeting is held in
accordance with the foregoing provisions, a special meeting may be held in
lieu of the annual meeting, and any action taken at that special meeting
shall have the same effect as if it had been taken at the annual meeting, and
in such case all references in these By-laws to the annual meeting of the
stockholders shall be deemed to refer to such special meeting.

         1.3      SPECIAL MEETINGS. Special meetings of stockholders may be
called at any time by the Chairman of the Board of Directors, the President
or the Board of Directors. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.

         1.4      NOTICE OF MEETINGS. Except as otherwise provided by law,
written notice of each meeting of stockholders, whether annual or special,
shall be given not less than 10 nor more than 60 days before the date of the
meeting to each stockholder entitled to vote at such meeting. The notices of
all meetings shall state the place, date and hour of the meeting. The notice
of a special meeting shall state, in addition, the purpose or purposes for
which the meeting is called. If mailed, notice is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at the
stockholder's address as it appears on the records of the corporation.


<PAGE>



         1.5      VOTING LIST. The officer who has charge of the stock ledger
of the corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, at a place within the city
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time of the meeting, and
may be inspected by any stockholder who is present.

        1.6      QUORUM. Except as otherwise provided by law, the Certificate
of Incorporation or these By-laws, the holders of a majority of the shares of
the capital stock of the corporation issued and outstanding and entitled to
vote at the meeting, present in person, present by means of remote
communication in a manner, if any, authorized by the Board of Directors in
its sole discretion, or represented by proxy, shall constitute a quorum for
the transaction of business. A quorum, once established at a meeting, shall
not be broken by the withdrawal of enough votes to leave less than a quorum.

         1.7      ADJOURNMENTS. Any meeting of stockholders may be adjourned
to any other time and to any other place at which a meeting of stockholders
may be held under these By-laws by the stockholders present or represented at
the meeting and entitled to vote, although less than a quorum, or, if no
stockholder is present, by any officer entitled to preside at or to act as
Secretary of such meeting. It shall not be necessary to notify any
stockholder of any adjournment of less than 30 days if the time and place of
the adjourned meeting are announced at the meeting at which adjournment is
taken, unless after the adjournment a new record date is fixed for the
adjourned meeting. At the adjourned meeting, the corporation may transact any
business which might have been transacted at the original meeting.

         1.8      VOTING AND PROXIES. Each stockholder shall have one vote
for each share of stock entitled to vote held of record by such stockholder
and a proportionate vote for each fractional share so held, unless otherwise
provided by law or the Certificate of Incorporation. Each stockholder of
record entitled to vote at a meeting of stockholders may vote in person or
may authorize another person or persons to vote for such stockholder by a
proxy executed or transmitted in a manner permitted by the General
Corporation Law of Delaware by the stockholder or such stockholder's
authorized agent and delivered (including by electronic transmission) to the
Secretary of the corporation. No such proxy shall be voted upon after three
years from the date of its execution, unless the proxy expressly provides for
a longer period.

         1.9      ACTION AT MEETING. When a quorum is present at any meeting,
the holders of a majority of the stock present or represented and voting on a
matter (or if there are two or more classes of stock entitled to vote as
separate classes, then in the case of each such class, the holders of a
majority of the stock of that class present or represented and

                                        2

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voting on a matter) shall decide any matter to be voted upon by the stockholders
at such meeting, except when a different vote is required by express provision
of law, the Certificate of Incorporation or these By-laws. Any election by
stockholders shall be determined by a plurality of the votes cast by the
stockholders entitled to vote at the election.

         1.10     NOMINATION OF DIRECTORS. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors:

                  (a) Prior to the closing of the corporation's initial public
offering of securities of the corporation pursuant to a registration statement
which has been filed with and declared effective by the Securities and Exchange
Commission (the "IPO"), nomination for election to the Board of Directors of the
corporation at a meeting of stockholders may be made by the Board of Directors
or by any stockholder of the corporation entitled to vote for the election of
directors at such meeting.

                  (b) From and after the closing of an IPO, nomination for
election to the Board of Directors of the corporation at a meeting of
stockholders may be made by the Board of Directors or by any stockholder of the
corporation entitled to vote for the election of directors at such meeting who
complies with the notice procedures set forth in this Section 1.10(b). Such
nominations, other than those made by or on behalf of the Board of Directors,
shall be made by notice in writing delivered or mailed by first class United
States mail, postage prepaid, to the Secretary, and received not less than 60
days nor more than 90 days prior to such meeting; provided, however, that if
less than 70 days' notice or prior public disclosure of the date of the meeting
is given to stockholders, such nomination shall have been mailed or delivered to
the Secretary not later than the close of business on the 10th day following the
date on which the notice of the meeting was mailed or such public disclosure was
made, whichever occurs first. Such notice shall set forth (1) as to each
proposed nominee (i) the name, age, business address and, if known, residence
address of each such nominee, (ii) the principal occupation or employment of
each such nominee, (iii) the number of shares of stock of the corporation which
are beneficially owned by each such nominee, and (iv) any other information
concerning the nominee that must be disclosed as to nominees in proxy
solicitations pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including such person's written consent to be named as a
nominee and to serve as a director if elected); and (2) as to the stockholder
giving the notice (i) the name and address, as they appear on the corporation's
books, of such stockholder and (ii) the class and number of shares of the
corporation which are beneficially owned by such stockholder. The corporation
may require any proposed nominee to furnish such other information as may
reasonably be required by the corporation to determine the eligibility of such
proposed nominee to serve as a director of the corporation. The chairman of the
meeting may, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing procedure, and if he
should

                                        3

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so determine, he shall so declare to the meeting and the defective nomination
shall be disregarded.

         1.11     NOTICE OF BUSINESS AT ANNUAL MEETINGS. From and after the
closing of an IPO, at an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly brought
before an annual meeting by a stockholder. For business to be properly brought
before an annual meeting by a stockholder, if such business relates to the
election of directors of the corporation, the procedures in Section 1.10(b) must
be complied with. If such business relates to any other matter, the stockholder
must have given timely notice thereof in writing to the Secretary. To be timely,
a stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than 60 days nor more
than 90 days prior to the meeting; provided, however, that in the event that
less than 70 days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the 10th day following the
date on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever occurs first. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (a) 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, (b) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business, (c) the class
and number of shares of the corporation which are beneficially owned by the
stockholder, and (d) any material interest of the stockholder in such business.
Notwithstanding anything in these By-laws to the contrary, no business shall be
conducted at any annual meeting which occurs after the closing of an IPO except
in accordance with the procedures set forth in this Section 1.11 and except that
any stockholder proposal which complies with Rule 14a-8 of the proxy rules (or
any successor provision) promulgated under the Securities Exchange Act of 1934,
as amended, and is to be included in the corporation's proxy statement for an
annual meeting of stockholders shall be deemed to comply with the requirements
of this Section 1.11.

         The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 1.11, and if he should so
determine, the chairman shall so declare to the meeting that any such business
not properly brought before the meeting shall not be transacted.

         1.12     ACTION WITHOUT MEETING. From and after the closing of an IPO,
stockholders may not take any action by written consent in lieu of a meeting.

                                        4

<PAGE>



         1.13     CONDUCT OF MEETINGS.

         (a)      CHAIRMAN OF MEETING. Meetings of stockholders shall be
presided over by the Chairman of the Board, if any, or in the Chairman's
absence by the Vice Chairman of the Board, if any, or in the Vice Chairman's
absence by the Chief Executive Officer, or in the Chief Executive Officer's
absence by the President or a Vice President, or in the absence of all of the
foregoing persons by a chairman designated by the Board of Directors, or in
the absence of such designation by a chairman chosen by vote of the
stockholders at the meeting. The Secretary shall act as secretary of the
meeting, but in the Secretary's absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

         (b)      RULES, REGULATIONS AND PROCEDURES. The Board of Directors
of the corporation may adopt by resolution such rules, regulations and
procedures for the conduct of any meeting of stockholders of the corporation
as it shall deem appropriate including, without limitation, such guidelines
and procedures as it may deem appropriate regarding the participation by
means of remote communication of stockholders and proxyholders not physically
present at a meeting. Except to the extent inconsistent with such rules,
regulations and procedures as adopted by the Board of Directors, the chairman
of any meeting of stockholders shall have the right and authority 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 of Directors or prescribed by the chairman of the meeting, may include,
without limitation, the following: (i) the establishment of an agenda or
order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) 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 shall be determined; (iv) restrictions on entry to the meeting
after the time fixed for the commencement thereof; and (v) limitations on the
time allotted to questions or comments by participants. Unless and to the
extent determined by the Board of Directors or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with
the rules of parliamentary procedure.

          (c)      CLOSING OF POLLS. The chairman of the meeting shall
announce at the meeting when the polls for each matter to be voted upon at
the meeting will be opened and closed. If no announcement is made, the polls
shall be deemed to have opened when the meeting is convened and closed upon
the final adjournment of the meeting. After the polls close, no ballots,
proxies or votes or any revocations or changes thereto may be accepted.

          (d)      INSPECTORS OF ELECTION. In advance of any meeting of
stockholders, the Board of Directors, the Chairman of the Board or the Chief
Executive Officer shall appoint one or more inspectors of election to act at
the meeting and make a written report thereof. One or more other persons may
be designated as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is present, ready and willing to act at a
meeting of stockholders, the chairman of the meeting shall appoint one or
more inspectors to act at the meeting. Unless otherwise required by law,
inspectors may be officers, employees or agents of the corporation. Each
inspector, before entering upon the discharge of such inspector's duties,
shall take and sign an oath faithfully to execute the duties of inspector
with strict impartiality and according to the best of such inspector's
ability. The inspector shall have the duties prescribed by law and shall take
charge of the polls and, when the vote is completed, shall make a certificate
of the result of the vote taken and of such other facts as may be required by
law.

                              ARTICLE 2 - DIRECTORS


         2.1      GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the direction of a Board of Directors, who may
exercise all of the powers of the corporation except as otherwise provided by
law, the Certificate of Incorporation or these By-laws. In the event of a
vacancy in the Board of Directors, the remaining directors, except as otherwise
provided by law, may exercise the powers of the full Board until the vacancy is
filled.

         2.2      NUMBER; ELECTION AND QUALIFICATION.

                  (a) Prior to an IPO, the number of directors which shall
constitute the whole Board of Directors shall be determined by resolution of the
stockholders or the Board of Directors, but in no event shall be less than one.
The number of directors may be decreased at any time and from time to time
either by the stockholders or by a majority of the directors then in office, but
only to eliminate vacancies existing by reason of the death, resignation,
removal or expiration of the term of one or more directors. The directors shall
be elected at the annual meeting of stockholders by such stockholders as have
the right to vote on such election. Directors need not be stockholders of the
corporation.

                  (b) From and after the closing of an IPO, the number of
directors which shall constitute the whole Board of Directors shall be
determined by resolution of the Board of Directors, but in no event shall be
less than three. The number of directors may be decreased at any time and from
time to time by a majority of the directors then in office, but only to
eliminate vacancies existing by reason of the death, resignation, removal or
expiration of the term of one or more directors. The directors shall be elected
at the annual meeting of stockholders by such stockholders as have the right to
vote on such election. Directors need not be stockholders of the corporation.

         2.3 CLASSES OF DIRECTORS. From and after the closing of an IPO, the
Board of Directors shall be divided into three classes: Class I, Class II and
Class III. No one class shall have more than one director more than any other
class. If a fraction is contained in the quotient arrived at by dividing the
designated number of directors by three, then, if such fraction is one-third,
the extra director shall be a member of Class I, and if such

                                        5

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fraction is two-thirds, one of the extra directors shall be a member of Class I
and one of the extra directors shall be a member of Class II, unless otherwise
provided from time to time by resolution adopted by the Board of Directors.

         2.4      TERMS OF OFFICE. From and after the closing of an IPO, each
director shall serve for a term ending on the date of the third annual meeting
following the annual meeting at which such director was elected; provided, that
each initial director in Class I shall serve for a term ending on the date of
the annual meeting of stockholders in 2000; each initial director in Class II
shall serve for a term ending on the date of the annual meeting of stockholders
in 2001; and each initial director in Class III shall serve for a term ending on
the date of the annual meeting of stockholders in 2002; and provided further,
that the term of each director shall be subject to the election and
qualification of his successor and to his earlier death, resignation or removal.

         2.5      ALLOCATION OF DIRECTORS AMONG CLASSES IN THE EVENT OF
INCREASES OR DECREASES IN THE NUMBER OF DIRECTORS. In the event of any increase
or decrease in the authorized number of directors after the closing of an IPO,
(i) each director then serving as such shall nevertheless continue as a director
of the class of which he is a member and (ii) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to ensure that
no one class has more than one director more than any other class. To the extent
possible, consistent with the foregoing rule, any newly created directorships
shall be added to those classes whose terms of office are to expire at the
latest dates following such allocation, and any newly eliminated directorships
shall be subtracted from those classes whose terms of offices are to expire at
the earliest dates following such allocation, unless otherwise provided from
time to time by resolution adopted by the Board of Directors.

         2.6      VACANCIES.

                  (a) Prior to an IPO, unless and until filled by the
stockholders, any vacancy in the Board of Directors, however occurring,
including a vacancy resulting from an enlargement of the Board, may be filled by
a vote of a majority of the directors then in office, although less than a
quorum, or by a sole remaining director. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office, and a
director chosen to fill a position resulting from an increase in the number of
directors shall hold office until the next annual meeting of stockholders and
until his successor is elected and qualified, or until his earlier death,
resignation or removal.

                  (b) From and after the closing of an IPO, any vacancy in the
Board of Directors, however occurring, including a vacancy resulting from an
enlargement of the size of the Board, shall be filled only by vote of a majority
of the directors then in office, although less than a quorum, or by a sole
remaining director. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office, and a

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director chosen to fill a position resulting from an increase in the number of
directors shall hold office until the next election of the class for which such
director shall have been chosen, subject to the election and qualification of
his successor and to his earlier death, resignation or removal.

         2.7      RESIGNATION. Any director may resign by delivering a
resignation in writing or by electronic transmission to the corporation at
its principal office or to the Chairman of the Board, the Chief Executive
Officer or the Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some later time or upon the
happening of some later event.

         2.8      REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and place, either within or without the
State of Delaware, as shall be determined from time to time by the Board of
Directors; provided that any director who is absent when such a determination is
made shall be given notice of the determination. A regular meeting of the Board
of Directors may be held without notice immediately after and at the same place
as the annual meeting of stockholders.

         2.9      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at any time and place, within or without the State of Delaware,
designated in a call by the Chairman of the Board, President, two or more
directors, or by one director in the event that there is only a single director
in office.

         2.10     NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be duly given to each
director (i) by giving notice to such director in person or by telephone at
least 24 hours in advance of the meeting, (ii) by sending a telegram, telecopy,
telex or electronic mail message, or delivering written notice by hand, to his
last known business or home address at least 24 hours in advance of the meeting,
or (iii) by mailing written notice to his last known business or home address at
least 72 hours in advance of the meeting. A notice or waiver of notice of a
meeting of the Board of Directors need not specify the purposes of the meeting.


         2.11     MEETINGS BY CONFERENCE COMMUNICATIONS EQUIPMENT. Directors
may participate in meetings of the Board of Directors 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,
and participation by such means shall constitute presence in person at such
meeting.

         2.12     QUORUM. A majority of the total number of the whole Board of
Directors shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third
(1/3) of the number so fixed constitute

                                        7

<PAGE>



a quorum. In the absence of a quorum at any such meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice other than announcement at the meeting, until a quorum shall be present.

         2.13     ACTION AT MEETING. At any meeting of the Board of Directors at
which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these By-laws.

         2.14     ACTION BY WRITTEN CONSENT. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent to the action in writing or by
electronic transmission, and the written consents and electronic
transmissions are filed with the minutes of proceedings of the Board or
committee.

         2.15     REMOVAL.

                  (a) Except as otherwise provided by the General Corporation
Law of Delaware, prior to the closing of an IPO, any one or more of the
directors of the corporation may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors, except that the directors elected by the holders of a particular
class or series of stock may be removed without cause only by vote of the
holders of a majority of the outstanding shares of such class or series.

                  (b) After the closing of the corporation's IPO, directors of
the corporation may be removed only for cause by the affirmative vote of the
holders of two-thirds of the shares of the capital stock of the corporation
issued and outstanding and entitled to vote.

         2.16     COMMITTEES. 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 may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee 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 the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of the General Corporation Law of the State of
Delaware, 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. Each such committee shall keep minutes and make such reports as
the Board of Directors may from time to time request. Except as the Board of
Directors may otherwise

                                        8

<PAGE>



determine, any committee may make rules for the conduct of its business, but
unless otherwise provided by the directors or in such rules, its business shall
be conducted as nearly as possible in the same manner as is provided in these
By-laws for the Board of Directors.

         2.17     COMPENSATION OF DIRECTORS. Directors may be paid such
compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine. No such payment shall preclude any director from serving the
corporation or any of its parent or subsidiary corporations in any other
capacity and receiving compensation for such service.


                              ARTICLE 3 - OFFICERS


         3.1      ENUMERATION. The officers of the corporation shall consist of
a President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors shall determine, including a Chairman of the
Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant
Treasurers and Assistant Secretaries. The Board of Directors may appoint such
other officers as it may deem appropriate.

         3.2      ELECTION. The President, Treasurer and Secretary shall be
elected annually by the Board of Directors at its first meeting following the
annual meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

         3.3      QUALIFICATION. No officer need be a stockholder. Any two or
more offices may be held by the same person.

         3.4      TENURE. Except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws, each officer shall hold office
until his successor is elected and qualified, unless a different term is
specified in the vote choosing or appointing him, or until his earlier death,
resignation or removal.

         3.5      RESIGNATION AND REMOVAL. Any officer may resign by delivering
his written resignation to the corporation at its principal office or to the
President or Secretary. Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

         Any officer may be removed at any time, with or without cause, by vote
of a majority of the entire number of directors then in office.

         Except as the Board of Directors may otherwise determine, no officer
who resigns or is removed shall have any right to any compensation as an officer
for any period

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following his resignation or removal, or any right to damages on account of such
removal, whether his compensation be by the month or by the year or otherwise,
unless such compensation is expressly provided in a duly authorized written
agreement with the corporation.

         3.6      VACANCIES. The Board of Directors may fill any vacancy
occurring in any office for any reason and may, in its discretion, leave
unfilled for such period as it may determine any offices other than those of
President, Treasurer and Secretary. Each such successor shall hold office for
the unexpired term of his predecessor and until his successor is elected and
qualified, or until his earlier death, resignation or removal.

         3.7      CHAIRMAN OF THE BOARD AND VICE CHAIRMAN OF THE BOARD. The
Board of Directors may appoint a Chairman of the Board. If the Board of
Directors appoints a Chairman of the Board, he shall perform such duties and
possess such powers as are assigned to him by the Board of Directors. If the
Board of Directors appoints a Vice Chairman of the Board, he shall, in the
absence or disability of the Chairman of the Board, perform the duties and
exercise the powers of the Chairman of the Board and shall perform such other
duties and possess such other powers as may from time to time be vested in him
by the Board of Directors.

         3.8      PRESIDENT. The President shall, subject to the direction of
the Board of Directors, have general charge and supervision of the business of
the corporation. Unless otherwise provided by the Board of Directors, he shall
preside at all meetings of the stockholders, if he is a director, at all
meetings of the Board of Directors. Unless the Board of Directors has designated
the Chairman of the Board or another officer as Chief Executive Officer, the
President shall be the Chief Executive Officer of the corporation. The President
shall perform such other duties and shall have such other powers as the Board of
Directors may from time to time prescribe.

         3.9      VICE PRESIDENTS. Any Vice President shall perform such duties
and possess such powers as the Board of Directors or the President may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and when so performing shall have all the powers of and
be subject to all the restrictions upon the President. The Board of Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President or any other title selected by the Board of Directors.

         3.10     SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall
perform such duties and shall have such powers as the Board of Directors or the
President may from time to time prescribe. In addition, the Secretary shall
perform such duties and have such powers as are incident to the office of the
secretary, including without limitation the duty and power to give notices of
all meetings of stockholders and special meetings of the Board of Directors, to
attend all meetings of stockholders and the Board of Directors

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and keep a record of the proceedings, to maintain a stock ledger and prepare
lists of stockholders and their addresses as required, to be custodian of
corporate records and the corporate seal and to affix and attest to the same on
documents.

         Any Assistant Secretary shall perform such duties and possess such
powers as the Board of Directors, the President or the Secretary may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

         In the absence of the Secretary or any Assistant Secretary at any
meeting of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

         3.11     TREASURER AND ASSISTANT TREASURERS. The Treasurer shall
perform such duties and shall have such powers as may from time to time be
assigned to him by the Board of Directors or the President. In addition, the
Treasurer shall perform such duties and have such powers as are incident to the
office of treasurer, including without limitation the duty and power to keep and
be responsible for all funds and securities of the corporation, to deposit funds
of the corporation in depositories selected in accordance with these By-laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

         The Assistant Treasurers shall perform such duties and possess such
powers as the Board of Directors, the President or the Treasurer may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.

         3.12     SALARIES. Officers of the corporation shall be entitled to
such salaries, compensation or reimbursement as shall be fixed or allowed from
time to time by the Board of Directors.

                            ARTICLE 4 - CAPITAL STOCK


         4.1      ISSUANCE OF STOCK. Unless otherwise voted by the stockholders
and subject to the provisions of the Certificate of Incorporation, the whole or
any part of any unissued balance of the authorized capital stock of the
corporation or the whole or any part of any unissued balance of the authorized
capital stock of the corporation held in

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its treasury may be issued, sold, transferred or otherwise disposed of by vote
of the Board of Directors in such manner, for such consideration and on such
terms as the Board of Directors may determine.

         4.2      CERTIFICATES OF STOCK. Every holder of stock of the
corporation shall be entitled to have a certificate, in such form as may be
prescribed by law and by the Board of Directors, certifying the number and class
of shares owned by him in the corporation. Each such certificate shall be signed
by, or in the name of the corporation by, the Chairman or Vice Chairman, if any,
of the Board of Directors, or the President or a Vice President, and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation. Any or all of the signatures on the certificate may be a
facsimile.

         Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, the
By-laws, applicable securities laws or any agreement among any number of
stockholders or among such holders and the corporation shall have conspicuously
noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restriction.

         4.3      TRANSFERS. Except as otherwise established by rules and
regulations adopted by the Board of Directors, and subject to applicable law,
shares of stock may be transferred on the books of the corporation by the
surrender to the corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment or power of attorney properly executed, and with such proof of
authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Certificate of Incorporation or by these By-laws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect to such stock, regardless of any transfer, pledge or other
disposition of such stock until the shares have been transferred on the books of
the corporation in accordance with the requirements of these By-laws.

         4.4      LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may
issue a new certificate of stock in place of any previously issued certificate
alleged to have been lost, stolen or destroyed, upon such terms and conditions
as the Board of Directors may prescribe, including the presentation of
reasonable evidence of such loss, theft or destruction and the giving of such
indemnity as the Board of Directors may require for the protection of the
corporation or any transfer agent or registrar.

         4.5      RECORD DATE. The Board of Directors may fix in advance a date
as a record date for the determination of the stockholders entitled to notice of
or to vote at any meeting of stockholders, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange

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of stock, or for the purpose of any other lawful action. Such record date shall
not be more than 60 nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action to which such record date relates.

         If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day before the day on which notice is given,
or, if notice is waived, at the close of business on the day before the day on
which the meeting is held. The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating to such purpose.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.


                         ARTICLE 5 - GENERAL PROVISIONS


         5.1      FISCAL YEAR. Except as from time to time otherwise designated
by the Board of Directors, the fiscal year of the corporation shall begin on the
first day of January in each year and end on the last day of December in each
year.

         5.2      CORPORATE SEAL. The corporate seal shall be in such form as
shall be approved by the Board of Directors.

         5.3      WAIVER OF NOTICE. Whenever notice is required to be given
by law, by the Certificate of Incorporation or by these By-laws, a written
waiver signed by the person entitled to notice, or a waiver by electronic
transmission by the person entitled to notice, whether before, at or after
the time stated in such notice, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends a meeting for the express
purpose of objecting at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened.

         5.4      VOTING OF SECURITIES. Except as the directors may otherwise
designate, the President or Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.

         5.5      EVIDENCE OF AUTHORITY. A certificate by the Secretary, or
an Assistant Secretary, or a temporary Secretary, as to any action taken by
the stockholders, directors,

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a committee or any officer or representative of the corporation shall as to all
persons who rely on the certificate in good faith be conclusive evidence of such
action.

         5.6      CERTIFICATE OF INCORPORATION. All references in these By-laws
to the Certificate of Incorporation shall be deemed to refer to the Certificate
of Incorporation of the corporation, as amended and in effect from time to time.

         5.7      TRANSACTIONS WITH INTERESTED PARTIES. No contract or
transaction between the corporation and one or more of the directors or
officers, or between the corporation and any other corporation, partnership,
association or other organization in which one or more of the directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or a
committee of the Board of Directors which authorizes the contract or transaction
or solely because his or their votes are counted for such purpose, if:

                  (1) The material facts as to his relationship or interest and
         as to the contract or transaction are disclosed or are known to the
         Board of Directors or the committee, and the Board or committee in good
         faith authorizes the contract or transaction by the affirmative votes
         of a majority of the disinterested directors, even though the
         disinterested directors be less than a quorum;

                  (2) The material facts as to his relationship or interest and
         as to the contract or transaction are disclosed or are known to the
         stockholders entitled to vote thereon, and the contract or transaction
         is specifically approved in good faith by vote of the stockholders; or

                  (3) The contract or transaction is fair as to the corporation
         as of the time it is authorized, approved or ratified, by the Board of
         Directors, a committee of the Board of Directors, or the stockholders.

         Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

         5.8      SEVERABILITY. Any determination that any provision of these
By-laws is for any reason inapplicable, illegal or ineffective shall not affect
or invalidate any other provision of these By-laws.

         5.9      PRONOUNS. All pronouns used in these By-laws shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.



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                             ARTICLE 6 - AMENDMENTS


         6.1      BY THE BOARD OF DIRECTORS. These By-laws may be altered,
amended or repealed or new by-laws may be adopted by the affirmative vote of a
majority of the directors present at any regular or special meeting of the Board
of Directors at which a quorum is present.

         6.2      BY THE STOCKHOLDERS. Except as otherwise provided in Section
6.3, these Bylaws may be altered, amended or repealed or new by-laws may be
adopted by the affirmative vote of the holders of a majority of the shares of
the capital stock of the corporation issued and outstanding and entitled to vote
at any regular or special meeting of stockholders, provided notice of such
alteration, amendment, repeal or adoption of new by-laws shall have been stated
in the notice of such regular or special meeting.

         6.3      CERTAIN PROVISIONS. Notwithstanding any other provision of
law, the Certificate of Incorporation or these By-laws, and notwithstanding the
fact that a lesser percentage may be specified by law, after the closing of an
IPO, the affirmative vote of the holders of at least seventy-five percent (75%)
of the shares of the capital stock of the corporation issued and outstanding and
entitled to vote shall be required to amend or repeal, or to adopt any provision
inconsistent with Section 1.3, Section 1.10, Section 1.11, Section 1.12, Section
1.13, Article 2 or Article 6 of these By-laws.


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