<PAGE>

                                                                   Exhibit 3.2

                                     BYLAWS

                                       OF

                                   ROXIO, INC.


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
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                                                                                                                   PAGE
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<S>                                                                                                                <C>
ARTICLE I CORPORATE OFFICES...........................................................................................1

         1.1      Registered Office...................................................................................1
         1.2      Other Offices.......................................................................................1

ARTICLE II MEETINGS OF STOCKHOLDERS...................................................................................1

         2.1      Place of Meetings...................................................................................1
         2.2      Annual Meeting......................................................................................1
         2.3      Special Meeting.....................................................................................3
         2.4      Organization........................................................................................3
         2.5      Notice of Stockholders'Meetings.....................................................................4
         2.6      Manner of Giving Notice; Affidavit of Notice........................................................4
         2.7      Quorum..............................................................................................4
         2.8      Adjourned Meeting; Notice...........................................................................4
         2.9      Voting..............................................................................................5
         2.10     Validation of Meetings; Waiver of Notice; Consent...................................................5
         2.11     No Stockholder Action by Written Consent............................................................6
         2.12     Record Date for Stockholder Notice; Voting; Giving Consents.........................................6
         2.13     Proxies.............................................................................................6
         2.14     Inspectors of Election..............................................................................6

ARTICLE III DIRECTORS.................................................................................................7

         3.1      Powers..............................................................................................7
         3.2      Number..............................................................................................7
         3.3      Election and Term of Office of Directors............................................................8
         3.4      Resignation and Vacancies...........................................................................8
         3.5      Removal.............................................................................................9
         3.6      Place of Meetings; Meetings by Telephone............................................................9
         3.7      Regular Meetings....................................................................................9
         3.8      Special Meetings; Notice............................................................................9
         3.9      Quorum..............................................................................................9
         3.10     Waiver of Notice...................................................................................10
         3.11     Adjournment........................................................................................10
         3.12     Notice of Adjournment..............................................................................10
         3.13     Board Action by Written Consent Without a Meeting..................................................10
         3.14     Organization.......................................................................................10
         3.15     Fees and Compensation of Directors.................................................................10

                                      -i-

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                                TABLE OF CONTENTS

                                   (CONTINUED)

                                                                                                                   PAGE
                                                                                                                   ----
ARTICLE IV COMMITTEES................................................................................................11

         4.1      Committees of Directors............................................................................11
         4.2      Meetings and Action of Committees..................................................................11
         4.3      Committee Minutes..................................................................................11
         4.4      Executive Committee................................................................................11

ARTICLE V OFFICERS...................................................................................................11

         5.1      Officers...........................................................................................11
         5.2      Election of Officers...............................................................................12
         5.3      Terms of Office and Compensation...................................................................12
         5.4      Removal; Resignation of Officers and Vacancies.....................................................12
         5.5      Chairman of the Board..............................................................................12
         5.6      Vice Chairman of the Board.........................................................................12
         5.7      Chairman of Executive Committee....................................................................13
         5.8      President..........................................................................................13
         5.9      Vice Presidents....................................................................................13
         5.10     Secretary..........................................................................................13
         5.11     Chief Financial Officer............................................................................14

ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS........................................15

         6.1      Indemnification of Directors and Officers..........................................................15
         6.2      Indemnification of Others..........................................................................15
         6.3      Insurance..........................................................................................15
         6.4      Expenses...........................................................................................16
         6.5      Non-Exclusivity of Rights..........................................................................16
         6.6      Survival of Rights.................................................................................16
         6.7      Amendments.........................................................................................16

ARTICLE VII RECORDS AND REPORTS......................................................................................17

         7.1      Maintenance and Inspection of Records..............................................................17
         7.2      Inspection by Director.............................................................................17
         7.3      Representation of Shares of Other Corporations.....................................................17

ARTICLE VIII GENERAL MATTERS.........................................................................................17

         8.1      Record Date for Purposes Other than Notice and Voting..............................................17
         8.2      Checks; Drafts; Evidences of Indebtedness..........................................................18
         8.3      Corporate Contracts and Instruments; How Executed..................................................18
         8.4      Fiscal Year........................................................................................18

                                      -ii-

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                                TABLE OF CONTENTS

                                   (CONTINUED)

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         8.5      Stock Certificates.................................................................................18
         8.6      Special Designation on Certificates................................................................18
         8.7      Lost Certificates..................................................................................19
         8.8      Construction; Definitions..........................................................................19
         8.9      Provisions Additional to Provisions of Law.........................................................19
         8.10     Provisions Contrary to Provisions of Law...........................................................19
         8.11     Notices............................................................................................19

ARTICLE IX AMENDMENTS................................................................................................20
</TABLE>

                                      -iii-

<PAGE>

                                     BYLAWS

                                       OF

                                   ROXIO, INC.

--------------------------------------------------------------------------------

                                   ARTICLE I

                                CORPORATE OFFICES

     1.1 REGISTERED OFFICE. The registered office of the corporation shall be
fixed in the Certificate of Incorporation of the corporation.

     1.2 OTHER OFFICES. The board of directors may at any time establish branch
or subordinate offices at any place or places where the corporation is qualified
to do business.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.1 PLACE OF MEETINGS. Meetings of stockholders shall be held at any place
within or outside the State of Delaware designated by the board of directors. In
the absence of any such designation, stockholders' meetings shall be held at the
registered office of the corporation.

     2.2 ANNUAL MEETING.

     (a) The annual meeting of stockholders shall be held each year on a date
and at a time designated by the board of directors. At the meeting, directors
shall be elected, and any other proper business may be transacted.

     (b) 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
the meeting by a stockholder. For nominations or other business to be properly
brought before a stockholders meeting by a stockholder pursuant to clause (C) of
the preceding sentence, the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the corporation not less than one hundred twenty (120)
calendar days in advance of the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that (i) no annual meeting was
held in the previous year or (ii) the date of the annual meeting has been
changed by more than thirty (30) days from the date of the previous year's
meeting, notice by the stockholder to be timely must be so

<PAGE>

delivered not earlier than the close of business on the later of: (i) the day
one hundred twenty (120) calendar days in advance of such meeting or (ii) the
day ten (10) calendar days following the day on which public announcement of the
date of the meeting is first made. For purposes of determining whether a
stockholder's notice shall have been delivered in a timely manner for the annual
meeting of stockholders in 2001, the first anniversary of the previous year's
meeting shall be deemed to be August 24, 2001. In no event shall the public
announcement of an adjournment of a stockholders meeting commence a new time
period for the giving of a stockholder's notice as described above. 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 meeting, (b) the name and
address, as they appear on the corporation's books, of the stockholder proposing
such business, (c) the class number of shares of the corporation which are owned
beneficially by such stockholder, (d) any material interest of the stockholder
in such business, and (e) any other information that is required to be provided
by the stockholder pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended (the "1934 Act") (or any successor thereto) in such
stockholder's capacity as a proponent of a stockholder proposal. Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at any
annual meeting except in accordance with the procedures set forth in this
paragraph (b). The chairman of the annual meeting shall, if the facts warrant,
determine and declare at the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this paragraph (b),
and, if he should so determine, he shall so declare at the meeting that any such
business not properly brought before the meeting shall not be transacted.

     (c) Only persons who are nominated in accordance with the procedures set
forth in this paragraph (c) shall be eligible for election as directors.
Nominations of persons for election to the board of directors of the corporation
may be made at a meeting of stockholders by or at the direction of the board of
directors or by any stockholder of the corporation entitled to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this paragraph (c). Such nominations, other than those made by or at
the direction of the board of directors, shall be made pursuant to notice in
writing to the secretary of the corporation received by the corporation at least
thirty (30) days prior to the date of the meeting. Such stockholder's notice
shall set forth (i) as to each person, if any, whom the stockholder proposes to
nominate for election or re-election as a director: (A) the name, age, business
address and residence address of such person, (B) the principal occupation or
employment of such person, (C) the class and number of shares of the corporation
which are beneficially owned by such person, (D) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nominations are to be made by the stockholder, and (E) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for elections of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the 1934 Act (or any successor thereto)
(including without limitation such person's written consent to being named in
the proxy statement, if any, as a nominee and to serving as a director if
elected); and (ii) as to such stockholder giving notice, the information
required to be provided pursuant to paragraph (b) of this Section 2.2. At the
request of the board of directors, any person nominated by a stockholder for
election as a director shall furnish to the secretary of the corporation that
information required to be set forth in the stockholder's notice of nomination
which pertains to the nominee. No person shall be eligible for election as a
director of the corporation unless nominated in accordance with the procedures
set forth in this paragraph (c). The chairman of the


                                      -2-
<PAGE>

meeting shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
Bylaws, and if he should so determine, he shall so declare at the meeting, and
the defective nomination shall be disregarded.

     2.3 SPECIAL MEETING. A special meeting of the stockholders may be called at
any time by the board of directors or the chairman of the board. In addition,
until such time as Adaptec, Inc., a Delaware corporation, and its affiliates no
longer beneficially owns a majority of the voting stock of the corporation (the
"Trigger Date"), the corporation will call a special meeting of stockholders
promptly upon request by Adaptec, Inc., so long as such entity is a stockholder
of the corporation. Special meetings of the stockholders may not be called by
any other person or persons. Only such business shall be considered at a special
meeting of stockholders as shall have been stated in the notice for such
meeting.

     2.4 ORGANIZATION. Meetings of stockholders shall be presided over by the
chairman of the board, if any, or in his or her absence by the vice chairman of
the board, if any, or in his or her absence, or in the absence of the foregoing
persons by a chairman of the meeting, which chairman must be an officer or
director of the Company, designated by the board of directors. The secretary or
in his or her absence an assistant secretary or in the absence of the secretary
and all assistant secretaries a person whom the chairman of the meeting shall
appoint shall act as secretary of the meeting and keep a record of the
proceedings thereof.

     The board of directors of the corporation shall be entitled to make such
rules or regulations for the conduct of meetings of stockholders as it shall
deem necessary, appropriate or convenient. Subject to such rules and regulations
of the board of directors, if any, the chairman of the meeting 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 necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted proxies, and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting and matters which are to be voted
on by ballot. 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 rules of parliamentary procedure.

                                      -3-
<PAGE>

     2.5 NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of
stockholders shall be sent or otherwise given in accordance with Section 2.6 of
these Bylaws not less than ten (10) nor more than sixty (60) days before the
date of the meeting. The notice shall specify the place, date, and hour of the
meeting and (i) in the case of a special meeting, the purpose or purposes for
which the meeting is called (no business other than that specified in the notice
may be transacted) or (ii) in the case of the annual meeting, those matters
which the board of directors, at the time of giving the notice, intends to
present for action by the stockholders (but any proper matter may be presented
at the meeting for such action). The notice of any meeting at which directors
are to be elected shall include the name of any nominee or nominees who, at the
time of the notice, the board intends to present for election.

     2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of
stockholders shall be given either personally or by mail, telecopy, telegram or
other electronic or wireless means. Notices not personally delivered shall be
sent charges prepaid and shall be addressed to the stockholder at the address of
that stockholder appearing on the books of the corporation or given by the
stockholder to the corporation for the purpose of notice. Notice shall be deemed
to have been given at the time when delivered personally or deposited in the
mail or at the time of transmission when sent by telecopy, telegram or other
electronic or wireless means.

     An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice or report.

     2.7 QUORUM. The holders of a majority in voting power of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum is not present or
represented at any meeting of the stockholders, then either (i) the chairman of
the meeting or (ii) the stockholders by the vote of the holders of a majority of
the stock, present in person or represented by proxy shall have power to adjourn
the meeting in accordance with Section 2.8 of these Bylaws.

     When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which, by express provision of the laws of the State of Delaware or
of the Certificate of Incorporation or these Bylaws, a vote of a greater number
or voting by classes is required, in which case such express provision shall
govern and control the decision of the question.

     If a quorum be initially present, the stockholders may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken is approved by a
majority of the stockholders initially constituting the quorum.

     2.8 ADJOURNED MEETING; NOTICE. Any stockholders' meeting, annual or
special, whether or not a quorum is present, may be adjourned from time to time
by the vote of the majority of the voting power of the shares represented at
that meeting, either in person or by proxy. In the absence

                                      -4-
<PAGE>

of a quorum, no other business may be transacted at that meeting except as
provided in Section 2.7 of these Bylaws.

     When any meeting of stockholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the adjournment is taken.
However, if a new record date for the adjourned meeting is fixed or if the
adjournment is for more than thirty (30) days from the date set for the original
meeting, then notice of the adjourned meeting shall be given. Notice of any such
adjourned meeting shall be given to each stockholder of record entitled to vote
at the adjourned meeting in accordance with the provisions of Sections 2.5 and
2.6 of these Bylaws. At any adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting.

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

     Except as may be otherwise provided in the Certificate of Incorporation, by
these Bylaws or required by law, each stockholder shall be entitled to one vote
for each share of capital stock held by such stockholder.

     Any stockholder entitled to vote on any matter may vote part of the shares
in favor of the proposal and refrain from voting the remaining shares or, except
when the matter is the election of directors, may vote them against the
proposal; but if the stockholder fails to specify the number of shares which the
stockholder is voting affirmatively, it will be conclusively presumed that the
stockholder's approving vote is with respect to all shares which the stockholder
is entitled to vote.

     2.10 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT. The transactions of
any meeting of stockholders, either annual or special, however called and
noticed, and wherever held, shall be as valid as though they had been taken at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy.

     Whenever notice is required to be given under any provision of the General
Corporation Law of Delaware or of the Certificate of Incorporation or these
Bylaws, a written waiver thereto, signed by the person entitled to notice,
whether before or after the time stated therein, will be deemed equivalent to
notice. Attendance by a person at a meeting shall also constitute a waiver of
notice of and presence at that meeting, except when the person objects at the
beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened. Attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by law to be
included in the notice of the meeting but not so included, if that objection is
expressly made at the meeting. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified
in any written waiver of notice unless so required by the Certificate of
Incorporation or these Bylaws.

                                      -5-
<PAGE>

     2.11 NO STOCKHOLDER ACTION BY WRITTEN CONSENT. Effective as of the Trigger
Date, any action required or permitted to be taken by the stockholders of the
corporation must be effected at a duly called annual or special meeting of such
holders and may not be effected by any consent in writing by such holders.

     2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS. For
purposes of determining the stockholders entitled to notice of any meeting or to
vote thereat, the board of directors may fix, in advance, a record date, which
shall not be more than sixty (60) days nor less than ten (10) days before the
date of any such meeting, and in such event only stockholders of record on the
date so fixed are entitled to notice and to vote, notwithstanding any transfer
of any shares on the books of the corporation after the record date, except as
otherwise provided in the Certificate of Incorporation, by these Bylaws, by
agreement or by applicable law.

     If the board of directors does not so fix a record date, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the business day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting
unless the board of directors fixes a new record date for the adjourned meeting,
but the board of directors shall fix a new record date if the meeting is
adjourned for more than thirty (30) days from the date set for the original
meeting.

     The record date for any other purpose shall be as provided in Section 8.1
of these Bylaws.

     2.13 PROXIES. Every person entitled to vote for directors, or on any other
matter, shall have the right to do so either in person or by one or more agents
authorized by a written proxy filed with the secretary of the corporation. A
written proxy may be in the form of a telegram, cablegram, or other means of
electronic transmission which sets forth or is submitted with information from
which it can be determined that the telegram, cablegram, or other means of
electronic transmission was authorized by the person. No such proxy shall be
voted or acted upon after three (3) years from its date, unless the proxy
provides for a longer period. A duly executed proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. The revocability of
a proxy that states on its face that it is irrevocable shall be governed by the
provisions of Section 212(e) of the General Corporation Law of Delaware. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by filing another duly executed proxy bearing a later date with the
secretary of the corporation.

     A proxy is not revoked by the death or incapacity of the maker unless,
before the vote is counted, written notice of such death or incapacity is
received by the corporation.

     2.14 INSPECTORS OF ELECTION. Before any meeting of stockholders, the board
of directors shall appoint an inspector or inspectors of election to act at the
meeting or its adjournment. The number of inspectors shall be either one (1) or
three (3). If any person appointed as inspector fails to


                                      -6-
<PAGE>

appear or fails or refuses to act, then the chairman of the meeting may, and
upon the request of any stockholder or a stockholder's proxy shall, appoint a
person to fill that vacancy.

     Such inspectors shall:

     (a) determine the number of shares outstanding and the voting power of
each, the number of shares represented at the meeting, the existence of a
quorum, and the authenticity, validity, and effect of proxies;

     (b) receive votes, ballots or consents;

     (c) hear and determine all challenges and questions in any way arising in
connection with the right to vote;

     (d) count and tabulate all votes or consents;

     (e) determine when the polls shall close;

     (f) determine the result; and

     (g) do any other acts that may be proper to conduct the election or vote
with fairness to all stockholders.

     The inspectors of election shall perform their duties impartially, in good
faith, to the best of their ability and as expeditiously as is practical. If
there are three (3) inspectors of election, the decision, act or certificate of
a majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.

                                  ARTICLE III

                                   DIRECTORS

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

     3.2 NUMBER. The authorized number of directors shall be fixed and may be
changed from time to time by resolution of the Board of Directors.

     No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires. If for any
cause, the directors shall not have been elected at an annual meeting, they may
be elected as soon thereafter as convenient at a special meeting of the
stockholders called for that purpose in the manner provided in these Bylaws.

                                      -7-
<PAGE>

     3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors need not be
stockholders unless so required by the Certificate of Incorporation or by these
Bylaws; wherein other qualifications for directors may be prescribed. Election
of directors need not be by written ballot unless so required by the Certificate
of Incorporation or by these Bylaws; wherein other qualifications for directors
may be prescribed.

     3.4 RESIGNATION AND VACANCIES. Any director may resign effective on giving
written notice to the chairman of the board, the president, the secretary or the
board of directors, unless the notice specifies a later time for that
resignation to become effective. If the resignation of a director is effective
at a future time, the board of directors may elect a successor to take office
when the resignation becomes effective.

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

     (a) Vacancies and newly created directorships resulting from any increase
in the authorized number of directors elected by all of the stockholders having
the right to vote as a single class may be filled by a majority of the directors
then in office, even if less than a quorum, or by a sole remaining director.
Each director so elected shall hold office for the remainder of the full term of
the class of directors in which the new directorship was created or the vacancy
occurred and until a successor has been elected and qualified.

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

     If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders solely for the
purpose of electing directors in accordance with the provisions of the
Certificate of Incorporation or these Bylaws, or may apply to the Court of
Chancery for a decree summarily ordering an election as provided in Section 211
of the General Corporation Law of Delaware.

     If, at the time of filling any vacancy or any newly created directorship,
the directors then in office constitute less than a majority of the whole board
(as constituted immediately prior to any such increase), then the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten percent (10%) of the total number of the then outstanding shares
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office as aforesaid, which
election shall be governed by the provisions of Section 211 of the General
Corporation Law of Delaware as far as applicable.

                                      -8-
<PAGE>

     3.5 REMOVAL. Unless otherwise restricted by statute, by the Certificate of
Incorporation or by these Bylaws, any director or the entire board of directors
may be removed from office only for cause by the holders of a majority of the
shares then entitled to vote at an election of directors.

     3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. Regular meetings of the board
of directors may be held at any place within or outside the State of Delaware
that has been designated from time to time by resolution of the board of
directors. In the absence of such a designation, regular meetings shall be held
at the principal executive office of the corporation. Special meetings of the
board of directors may be held at any place within or outside the State of
Delaware that has been designated in the notice of the meeting or, if not stated
in the notice or if there is no notice, at the principal executive office of the
corporation.

     Any meeting, regular or special, may be held by conference telephone or
similar communication equipment, so long as all directors participating in the
meeting can hear one another; and all such directors shall be deemed to be
present in person at the meeting.

     3.7 REGULAR MEETINGS. Regular meetings of the board of directors may be
held without notice if the times of such meetings are fixed by the board of
directors.

     3.8 SPECIAL MEETINGS; NOTICE. Special meetings of the board of directors
for any purpose or purposes may be called at any time by the chairman of the
board, the vice chairman of the board, the president, the chairman of the
executive committee, any vice president or the secretary or by any two (2) or
more of the directors, unless otherwise provided in the Certificate of
Incorporation.

     Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by mail, telecopy, telegram
or other electronic or wireless means, charges prepaid, addressed to each
director at that director's address as it is shown on the records of the
corporation or if the address is not readily ascertainable, notice shall be
addressed to the director at the city or place in which the meetings of
directors are regularly held. If the notice is mailed, it shall be deposited in
the United States mail at least four (4) days before the time of the holding of
the meeting. If the notice is delivered personally or by telephone, telecopy,
telegram or other electronic or wireless means, it shall be delivered personally
or by telephone or other electronic or wireless means or to the telegraph
company at least twenty-four (24) hours before the time of the holding of the
meeting. Any oral notice given personally or by telephone may be communicated
either to the director or to a person at the office of the director who the
person giving the notice has reason to believe will promptly communicate it to
the director. If the meeting is to be held at the principal executive office of
the corporation, the notice need not specify the place of the meeting. Moreover,
a notice of special meeting need not state the purpose of such meeting, and,
unless indicated in the notice thereof, any and all business may be transacted
at a special meeting.

     3.9 QUORUM. A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to fill vacancies in
the board of directors as provided in Section 3.4 and to adjourn as provided in
Section 3.11 of these Bylaws. Every act or decision done or made by a majority
of the directors present at a duly held meeting at which a quorum is present
shall be regarded as the act of the board of directors, subject to the
provisions of the Certificate of Incorporation and applicable law.

                                      -9-
<PAGE>

     A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

     3.10 WAIVER OF NOTICE. Notice of a meeting need not be given to any
director (i) who signs a waiver of notice or a consent to holding the meeting or
an approval of the minutes thereof, whether before or after the meeting, or (ii)
who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such directors. The transactions of any
meeting of the board, however called and noticed or wherever held, are as valid
as though had at a meeting duly held after regular call and notice if a quorum
is present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice. All such waivers shall be filed with
the corporate records or made part of the minutes of the meeting. A waiver of
notice need not specify the purpose of any regular or special meeting of the
board of directors.

     3.11 ADJOURNMENT. A majority of the directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.

     3.12 NOTICE OF ADJOURNMENT. Notice of the time and place of holding an
adjourned meeting need not be given if announced unless the meeting is adjourned
for more than twenty-four (24) hours. If the meeting is adjourned for more than
twenty-four (24) hours, then notice of the time and place of the adjourned
meeting shall be given before the adjourned meeting takes place, in the manner
specified in Section 3.8 of these Bylaws, to the directors who were not present
at the time of the adjournment.

     3.13 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action required
or permitted to be taken by the board of directors may be taken without a
meeting, provided that all members of the board of directors individually or
collectively consent in writing to that action. Such action by written consent
shall have the same force and effect as a unanimous vote of the board of
directors. Such written consent and any counterparts thereof shall be filed with
the minutes of the proceedings of the board.

     3.14 ORGANIZATION. Meetings of the board of directors shall be presided
over by the chairman of the board, if any, or in his or her absence by the vice
chairman of the board, if any, or in his or her absence by the chairman of the
executive committee, if any, or in his or her absence by the president, if any,
or in his or her absence by the executive vice president. In the absence of all
such directors, a president pro tem chosen by a majority of the directors
present shall preside at the meeting. The secretary shall act as secretary of
the meeting, but in his or her absence the chairman of the meeting may appoint
any person to act as secretary of the meeting.

     3.15 FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
board of directors. This Section 3.15 shall not be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee or otherwise and receiving compensation for those services.

                                      -10-
<PAGE>

                                   ARTICLE IV

                                   COMMITTEES

     4.1 COMMITTEES OF DIRECTORS. The board of directors may designate one (1)
or more committees, each consisting of one or more directors, to serve at the
pleasure of the board of directors. The board of directors may designate one (1)
or more directors as alternate members of any committee, who may replace any
absent member at any meeting of the committee. Any committee, to the extent
provided in the resolution of the board, shall have all the authority of the
board, but no such committee shall have the power or authority to (i) approve or
adopt or recommend to the stockholders any action or matter that requires the
approval of the stockholders or (ii) adopt, amend or repeal any Bylaw of the
corporation.

     4.2 MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees
shall be governed by, and held and taken in accordance with, the provisions of
Article III of these Bylaws, Section 3.6 (place of meetings), Section 3.7
(regular meetings), Section 3.8 (special meetings and notice), Section 3.9
(quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment), Section
3.12 (notice of adjournment), and Section 3.13 (action without meeting), with
such changes in the context of those Bylaws as are necessary to substitute the
committee and its members for the board of directors and its members; provided,
however, that the time of regular meetings of committees may be determined
either by resolution of the board of directors or by resolution of the
committee, that special meetings of committees may also be called by resolution
of the board of directors, and that notice of special meetings of committees
shall also be given to all alternate members, who shall have the right to attend
all meetings of the committee. The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
Bylaws.

     4.3 COMMITTEE MINUTES. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.

     4.4 EXECUTIVE COMMITTEE. In the event that the board of directors appoints
an executive committee, such executive committee, in all cases in which specific
directions to the contrary shall not have been given by the board of directors,
shall have and may exercise, during the intervals between the meetings of the
board of directors, all the powers and authority of the board of directors in
the management of the business and affairs of the corporation (except as
provided in Section 4.1 hereof) in such manner as the executive committee may
deem in the best interests of the corporation.

                                   ARTICLE V

                                   OFFICERS

     5.1 OFFICERS. The officers of this corporation shall consist of a
president, one or more vice presidents, a secretary and a chief financial
officer who shall be chosen by the Board of Directors and such other officers,
including but not limited to a chairman of the board, a vice chairman of the
board, a chairman of the executive committee and a treasurer as the board of

                                      -11-
<PAGE>

directors shall deem expedient, who shall be chosen in such manner and hold
their offices for such terms as the board of directors may prescribe. Any two or
more of such offices may be held by the same person. The board of directors may
designate one or more vice presidents as executive vice presidents or senior
vice presidents. Either the chairman of the board, the vice chairman of the
board, the chairman of the executive committee, or the president, as the board
of directors may designate from time to time, shall be the chief executive
officer of the corporation. The board of directors may from time to time
designate the president or any executive vice president as the chief operating
officer of the corporation. Any vice president, treasurer or assistant
treasurer, or assistant secretary respectively may exercise any of the powers of
the president, the chief financial officer, or the secretary, respectively, as
directed by the board of directors and shall perform such other duties as are
imposed upon such officer by the Bylaws or the board of directors.

     5.2 ELECTION OF OFFICERS. In addition to officers elected by the board of
directors in accordance with Sections 5.1 and 5.3, the corporation may have one
or more appointed vice presidents. Such vice presidents may be appointed by the
chairman of the board or the president and shall have such duties as may be
established by the chairman or president. Vice presidents appointed pursuant to
this Section 5.2 may be removed in accordance with Section 5.4.

     5.3 TERMS OF OFFICE AND COMPENSATION. The term of office and salary of each
of said officers and the manner and time of the payment of such salaries shall
be fixed and determined by the board of directors and may be altered by said
board from time to time at its pleasure, subject to the rights, if any, of said
officers under any contract of employment.

     5.4 REMOVAL; RESIGNATION OF OFFICERS AND VACANCIES. Any officer of the
corporation may be removed at the pleasure of the board of directors at any
meeting or, except in the case of an officer chosen by the board of directors,
at the pleasure of any officer who may be granted such power by a resolution of
the board of directors. Any officer may resign at any time upon written notice
to the corporation without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party. If any vacancy occurs in any
office of the corporation, the board of directors may elect a successor to fill
such vacancy for the remainder of the unexpired term and until a successor is
duly chosen and qualified.

     5.5 CHAIRMAN OF THE BOARD. The chairman of the board, if such an officer be
elected, shall have general supervision, direction and control of the
corporation's business and its officers, and, if present, preside at meetings of
the stockholders and the board of directors and exercise and perform such other
powers and duties as may from time to time be assigned to him by the board of
directors or as may be prescribed by these Bylaws. The chairman of the board
shall report to the board of directors.

     5.6 VICE CHAIRMAN OF THE BOARD. The vice chairman of the board of
directors, if there shall be one, shall, in the case of the absence, disability
or death of the chairman, exercise all the powers and perform all the duties of
the chairman of the board. The vice chairman shall have such other powers and
perform such other duties as may be granted or prescribed by the board of
directors.

                                      -12-
<PAGE>

     5.7 CHAIRMAN OF EXECUTIVE COMMITTEE. The chairman of the executive
committee, if there be one, shall have the power to call meetings of the board
of directors to be held subject to the limitations prescribed by law or by these
Bylaws, at such times and at such places as the chairman of the executive
committee shall deem proper. The chairman of the executive committee shall have
such other powers and be subject to such other duties as the board of directors
may from time to time prescribe.

     5.8 PRESIDENT. The powers and duties of the president are:

     (a) To call meetings of the board of directors to be held, subject to the
limitations prescribed by law or by these Bylaws, at such times and at such
places as the president shall deem proper.

     (b) To affix the signature of the corporation to all deeds, conveyances,
mortgages, leases, obligations, bonds, certificates and other papers and
instruments in writing which have been authorized by the board of directors or
which, in the judgment of the president, should be executed on behalf of the
corporation, and to sign certificates for shares of stock of the corporation.

     (c) To have such other powers and be subject to such other duties as the
board of directors may from time to time prescribe.

     5.9 VICE PRESIDENTS. In case of the absence, disability or death of the
president, the elected vice president, or one of the elected vice presidents,
shall exercise all the powers and perform all the duties of the president. If
there is more than one elected vice president, the order in which the elected
vice presidents shall succeed to the powers and duties of the president shall be
as fixed by the board of directors. The elected vice president or elected vice
presidents shall have such other powers and perform such other duties as may be
granted or prescribed by the board of directors.

     Vice presidents appointed pursuant to Section 5.2 shall have such powers
and duties as may be fixed by the chairman or president, except that such
appointed vice presidents may not exercise the powers and duties of the
president.

     5.10 SECRETARY. The powers and duties of the secretary are:

     (a) To keep a book of minutes at the principal office of the corporation,
or such other place as the board of directors may order, of all meetings of its
directors and stockholders with the time and place of holding, whether regular
or special, and, if special, how authorized, the notice thereof given, the names
of those present at directors' meetings, the number of shares present or
represented at stockholders' meetings and the proceedings thereof.

     (b) To keep the seal of the corporation and affix the same to all
instruments which may require it.

     (c) To keep or cause to be kept at the principal office of the corporation,
or at the office of the transfer agent or agents, a share register, or duplicate
share registers, showing the names of the stockholders and their addresses, the
number of and classes of shares, and the number and date of cancellation of
every certificate surrendered for cancellation.

                                      -13-
<PAGE>

     (d) To keep a supply of certificates for shares of the corporation, to fill
in all certificates issued, and to make a proper record of each such issuance;
provided, that so long as the corporation shall have one or more duly appointed
and acting transfer agents of the shares, or any class or series of shares, of
the corporation, such duties with respect to such shares shall be performed by
such transfer agent or transfer agents.

     (e) To transfer upon the share books of the corporation any and all shares
of the corporation; provided, that so long as the corporation shall have one or
more duly appointed and acting transfer agents of the shares, or any class or
series of shares, of the corporation, such duties with respect to such shares
shall be performed by such transfer agent or transfer agents, and the method of
transfer of each certificate shall be subject to the reasonable regulations of
the transfer agent to which the certificate is presented for transfer, and also,
if the corporation then has one or more duly appointed and acting registrars, to
the reasonable regulations of the registrar to which the new certificate is
presented for registration; and provided, further that no certificate for shares
of stock shall be issued or delivered or, if issued or delivered, shall have any
validity whatsoever until and unless it has been signed or authenticated in the
manner provided in Section 8.5 hereof.

     (f) To make service and publication of all notices that may be necessary or
proper, and without command or direction from anyone. In case of the absence,
disability, refusal, or neglect of the secretary to make service or publication
of any notices, then such notices may be served and/or published by the
president or a vice president, or by any person thereunto authorized by either
of them or by the board of directors or by the holders of a majority of the
outstanding shares of the corporation.

     (g) Generally to do and perform all such duties as pertain to the office of
secretary and as may be required by the board of directors.

     5.11 CHIEF FINANCIAL OFFICER. The powers and duties of the chief financial
officer are:

     (a) To supervise the corporate-wide treasury functions and financial
reporting to external bodies.

     (b) To have the custody of all funds, securities, evidence of indebtedness
and other valuable documents of the corporation and, at the chief financial
officer's discretion, to cause any or all thereof to be deposited for account of
the corporation at such depositary as may be designated from time to time by the
board of directors.

     (c) To receive or cause to be received, and to give or cause to be given,
receipts and acquittances for monies paid in for the account of the corporation.

     (d) To disburse, or cause to be disbursed, all funds of the corporation as
may be directed by the board of directors, taking proper vouchers for such
disbursements.

     (e) To render to the president and to the board of directors, whenever they
may require, accounts of all transactions and of the financial condition of the
corporation.

                                      -14-
<PAGE>

     (f) Generally to do and perform all such duties as pertain to the office of
chief financial officer and as may be required by the board of directors.

                                   ARTICLE VI

                INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
                                AND OTHER AGENTS

     6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation shall, to
the maximum extent and in the manner permitted by the General Corporation Law of
Delaware, indemnify each of its directors and officers against expenses
(including attorneys' fees), judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an agent of the corporation;
provided, however, that the corporation may modify the extent of such
indemnification by individual contracts with its directors and executive
officers and, provided, further, that the corporation shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless (i) such indemnification is expressly
required to be made by law, (ii) the proceeding was authorized in advance by the
board of directors of the corporation, (iii) such indemnification is provided by
the corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the General Corporation Law of Delaware or (iv) such
indemnification is required to be made pursuant to an individual contract. For
purposes of this Section 6.1, a "director" or "officer" of the corporation
includes any person (i) who is or was a director or officer of the corporation,
(ii) who is or was serving at the request of the corporation as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was a director or officer of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.

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

     6.3 INSURANCE. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether

                                      -15-
<PAGE>

or not the corporation would have the power to indemnify him or her against such
liability under the provisions of the General Corporation Law of Delaware.

     6.4 EXPENSES. The corporation shall advance to any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, prior to the final disposition of the
proceeding, promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding, upon receipt of an
undertaking by or on behalf of such person to repay said amounts if it should be
determined ultimately that such person is not entitled to be indemnified under
this Bylaw or otherwise; provided, however, that the corporation shall not be
required to advance expenses to any director or officer in connection with any
proceeding (or part thereof) initiated by such person unless the proceeding was
authorized in advance by the board of directors of the corporation.

     Notwithstanding the foregoing, unless otherwise determined pursuant to
Section 6.5, no advance shall be made by the corporation to an officer of the
corporation (except by reason of the fact that such officer is or was a director
of the corporation in which event this paragraph shall not apply) in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, if
a determination is reasonably and promptly made (i) by the board of directors by
a majority vote of a quorum consisting of directors who were not parties to the
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation.

     6.5 NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by this
Bylaw shall not be exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office. The corporation is specifically
authorized to enter into individual contracts with any or all of its directors,
officers, employees or agents respecting indemnification and advances, to the
fullest extent not prohibited by the General Corporation Law of Delaware.

     6.6 SURVIVAL OF RIGHTS. The rights conferred on any person by this Bylaw
shall continue as to a person who has ceased to be a director, officer, employee
or other agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     6.7 AMENDMENTS. Any repeal or modification of this Bylaw shall only be
prospective and shall not affect the rights under this Bylaw in effect at the
time of the alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the corporation.

                                      -16-
<PAGE>

                                  ARTICLE VII

                              RECORDS AND REPORTS

     7.1 MAINTENANCE AND INSPECTION OF RECORDS. The corporation shall, either at
its principal executive office or at such place or places as designated by the
board of directors, keep a record of its stockholders listing their names and
addresses and the number and class of shares held by each stockholder, a copy of
these Bylaws as amended to date, accounting books and other records.

     Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.

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

     7.3 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The president or any
other officer of this corporation authorized by the board of directors is
authorized to vote, represent, and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority herein granted may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the
authority.

                                  ARTICLE VIII

                                 GENERAL MATTERS

     8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of
determining the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than sixty
(60) days before any such action. In that case, only stockholders of record at
the close of

                                      -17-
<PAGE>

business on the date so fixed are entitled to receive the dividend, distribution
or allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date so fixed, except as otherwise provided in the Certificate of
Incorporation, by these Bylaws, by agreement or by law.

     If the board of directors does not so fix a record date, then the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution or the
sixtieth (60th) day before the date of that action, whichever is later.

     8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS. From time to time, the board
of directors shall determine by resolution which person or persons may sign or
endorse all checks, drafts, other orders for payment of money, notes or other
evidences of indebtedness that are issued in the name of or payable to the
corporation, and only the persons so authorized shall sign or endorse those
instruments.

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

     8.4 FISCAL YEAR. The fiscal year of this corporation shall end on March 31.

     8.5 STOCK CERTIFICATES. There shall be issued to each holder of fully paid
shares of the capital stock of the corporation a certificate or certificates for
such shares. Every holder of shares of the corporation shall be entitled to have
a certificate signed by, or in the name of the corporation by, the chairman or
vice chairman of the board of directors, or the president or a vice president,
and by the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of such corporation representing the number of shares registered in
certificate form. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.

     8.6 SPECIAL DESIGNATION ON CERTIFICATES. If the corporation is authorized
to issue more than one class of stock or more than one series of any class, then
the powers, the designations, the preferences, and the relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate that the corporation shall issue to represent such class or series
of stock; provided, however, that, except as otherwise provided in Section 202
of the General Corporation Law of Delaware, in lieu of the foregoing
requirements there may be set forth on the face or back of the certificate that
the corporation shall issue to represent such class or series of stock a
statement that the corporation will furnish without charge to

                                      -18-
<PAGE>

each stockholder who so requests the powers, the designations, the preferences,
and the relative, participating, optional or other special rights of each class
of stock or series thereof and the qualifications, limitations or restrictions
of such preferences and/or rights.

     8.7 LOST CERTIFICATES. The corporation may issue a new share certificate or
new certificate for any other security in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the corporation may require the owner of the lost, stolen or destroyed
certificate or the owner's legal representative to give the corporation a bond
(or other adequate security) sufficient to indemnify it against any claim that
may be made against it (including any expense or liability) on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate. The board of directors may adopt such other provisions and
restrictions with reference to lost certificates, not inconsistent with
applicable law, as it shall in its discretion deem appropriate.

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

     8.9 PROVISIONS ADDITIONAL TO PROVISIONS OF LAW. All restrictions,
limitations, requirements and other provisions of these Bylaws shall be
construed, insofar as possible, as supplemental and additional to all provisions
of law applicable to the subject matter thereof and shall be fully complied with
in addition to the said provisions of law unless such compliance shall be
illegal.

     8.10 PROVISIONS CONTRARY TO PROVISIONS OF LAW. Any article, section,
subsection, subdivision, sentence, clause or phrase of these Bylaws which upon
being construed in the manner provided in Section 8.9 hereof, shall be contrary
to or inconsistent with any applicable provisions of law, shall not apply so
long as said provisions of law shall remain in effect, but such result shall not
affect the validity or applicability of any other portions of these Bylaws, it
being hereby declared that these Bylaws would have been adopted and each
article, section, subsection, subdivision, sentence, clause or phrase thereof,
irrespective of the fact that any one or more articles, sections, subsections,
subdivisions, sentences, clauses or phrases is or are illegal.

     8.11 NOTICES. Any reference in these Bylaws to the time a notice is given
or sent means, unless otherwise expressly provided, the time a written notice by
mail is deposited in the United States mails, postage prepaid; or the time any
other written notice is personally delivered to the recipient or is delivered to
a common carrier for transmission, or actually transmitted by the person giving
the notice by electronic means, to the recipient; or the time any oral notice is
communicated, in person or by telephone or wireless, to the recipient or to a
person at the office of the recipient who the person giving the notice has
reason to believe will promptly communicate it to the recipient.

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<PAGE>

                                   ARTICLE IX

                                   AMENDMENTS

     Subject to Section 6.7 hereof, the original or other bylaws of the
corporation may be adopted, amended or repealed (1) at any annual or special
meeting of stockholders, by the affirmative vote of the holders of a majority of
the voting power of the stock issued and outstanding and entitled to vote
thereat, provided, however, that any proposed alteration or repeal of, or the
adoption of any By-Law inconsistent with, Section 2.2, 2.3, 2.5 or 2.11 of
Article II of the By-Laws or with Section 3.2, 3.3, 3.4 or 3.5 of Article III of
the By-Laws or this sentence, by the stockholders shall require the affirmative
vote of the holders of at least 80% of the voting power of all Voting Stock then
outstanding, voting together as a single class; and, provided, further, however,
that in the case of any such stockholder action at a special meeting of
stockholders, notice of the proposed alteration, repeal or adoption of the new
By-Law or By-Laws must be contained in the notice of such special meeting, or
(2) by the affirmative vote of a majority of the Board of Directors. The fact
that the power to amend these By-Laws has been so conferred upon the directors
shall not divest the stockholders of the power, nor limit their power to adopt,
amend or repeal bylaws.

     Whenever an amendment or new bylaw is adopted, it shall be copied in the
book of bylaws with the original bylaws, in the appropriate place. If any bylaw
is repealed, the fact of repeal with the date of the meeting at which the repeal
was enacted or the filing of the operative written consent(s) shall be stated in
said book.



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