<PAGE>

                                                                     EXHIBIT 3.2

[THESE AMENDED AND RESTATED BYLAWS WERE ADOPTED BY THE BOARD OF DIRECTORS ON
AUGUST 8, 2000, AND APPROVED BY THE HOLDERS OF THE CORPORATION'S COMMON STOCK,
SERIES A CONVERTIBLE PREFERRED STOCK, SERIES B CONVERTIBLE PREFERRED STOCK,
SERIES D CONVERTIBLE PREFERRED STOCK AND SERIES E CONVERTIBLE PREFERRED STOCK ON
SEPTEMBER 19, 2000, SUBJECT TO THE COMPLETION OF THE CORPORATION'S INITIAL
PUBLIC OFFERING. UNTIL THE COMPLETION OF THE INITIAL PUBLIC OFFERING, THE
CURRENT BYLAWS OF THE CORPORATION SHALL REMAIN IN FULL FORCE AND EFFECT.]

                           AMENDED AND RESTATED BYLAWS
                                       OF

                                VIEWLOCITY, INC.
                            (A DELAWARE CORPORATION)

         The following are the Bylaws ("BYLAWS") of VIEWLOCITY, INC., a
Delaware corporation (the "CORPORATION"), effective as of ___________, 2000:

                                   ARTICLE I.

                                    OFFICES

         Section 1.1. PRINCIPAL EXECUTIVE OFFICE. The principal executive
office of the Corporation shall be located at 3475 Piedmont Road, Suite 1700,
Atlanta, Georgia 30305 or at such other place as may be designated from time
to time by the Chairman of the Board or the Board of Directors of the
Corporation (the "Board of Directors").

         Section 1.2. OTHER OFFICES. The Corporation may also have an office
or offices at such other place or places, either within or without the State
of Delaware, as the Board of Directors may from time to time determine or as
the business of the Corporation may require.

                                   ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

         Section 2.1. ANNUAL MEETINGS. The annual meeting of stockholders of
the Corporation shall be held at a date and at such time as the Board of
Directors shall determine. At each annual meeting of stockholders, directors
shall be elected in accordance with the provisions of Section 3.3 hereof and
any other proper business may be transacted.

         Section 2.2. SPECIAL MEETINGS. Special meetings of stockholders for
any purpose or purposes may only be called by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President. The term
"voting stock" as used in these Bylaws shall have the meaning set forth in
Section 203(c) of the Delaware General Corporation Law.

         Section 2.3. PLACE OF MEETINGS. Each annual or special meeting of
stockholders shall be held at such location as may be determined by the Board
of Directors or, if no such determination is made, at such place as may be
determined by the Chairman of the Board, the Chief Executive Officer or the
President. If no location is so determined, any annual or special meeting
shall be held at the principal executive office of the Corporation.

<PAGE>

         Section 2.4. NOTICE OF MEETINGS. Written notice of each annual or
special meeting of stockholders stating the date and time when, and the place
where, it is to be held shall be delivered either personally or by mail to
stockholders entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting. The purpose or purposes
for which the meeting is called may, in the case of an annual meeting, and
shall, in the case of a special meeting, also be stated. If mailed, such
notice shall be directed to a stockholder at his address as it shall appear
on the stock books of the Corporation, unless he shall have filed with the
Secretary of the Corporation a written request that notices intended for him
be mailed to some other address, in which case such notice shall be mailed to
the address designated in such request.

         Section 2.5. CONDUCT OF MEETINGS. All annual and special meetings of
stockholders shall be conducted in accordance with such rules and procedures
as the Board of Directors may determine subject to the requirements of
applicable law and, as to matters not governed by such rules and procedures,
as the chairman of such meeting shall determine. The chairman of any annual
or special meeting of stockholders shall be the Chairman of the Board. The
Secretary, or in the absence of the Secretary, a person designated by the
Chairman of the Board, shall act as secretary of the meeting.

         Section 2.6. QUORUM. At any meeting of stockholders of the
Corporation, the presence, in person or by proxy, of the holders of record of
a majority of the shares then issued and outstanding and entitled to vote at
the meeting shall constitute a quorum for the transaction of business;
PROVIDED, HOWEVER, that this Section 2.6 shall not affect any different
requirement which may exist under statute, pursuant to the rights of any
authorized class or series of stock, or under the Certificate of
Incorporation of the Corporation, as amended or restated from time to time
(the "CERTIFICATE"), for the vote necessary for the adoption of any measure
governed thereby.

         In the absence of a quorum, either the Chairman of the Board or the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted that might have been
transacted at the meeting as originally notified. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

         Section 2.7. VOTES REQUIRED. The affirmative vote of a majority of
the shares present in person or represented by proxy at a duly called meeting
of stockholders of the Corporation, at which a quorum is present and entitled
to vote on the subject matter, shall be sufficient to take or authorize
action upon any matter which may properly come before the meeting, except
that the election of directors shall be by plurality vote, unless the vote of
a greater or different number thereof is required by statute, by the rights
of any authorized class of stock or by the Certificate.

         Unless the Certificate or a resolution of the Board of Directors
adopted in connection with the issuance of shares of any class or series of
stock provides for a greater or lesser number of votes per share, or limits
or denies voting rights, each outstanding share of stock, regardless of class
or series, shall be entitled to one (l) vote on each matter submitted to a
vote at a meeting of stockholders.

         Section 2.8. PROXIES. A stockholder may vote the shares owned of
record by him either in person or by proxy executed in writing (which shall
include writings sent by telex, telegraph, cable or electronic transmission,
on terms satisfactory to the Corporation) by the stockholder himself or by
his duly authorized attorney-in-fact. No proxy shall be valid after three (3)
years from its date, unless the

                                      -2-

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proxy provides for a longer period. Each proxy shall be in writing,
subscribed by the stockholder or his duly authorized attorney-in-fact, and
dated, but it need not be sealed, witnessed or acknowledged.

         Section 2.9. ACTION BY WRITTEN CONSENT. The stockholders of the
Corporation may not take action by written consent without a meeting, but
must take any such actions at a duly called annual or special meeting in
accordance with these Bylaws and the Certificate.

         Section 2.10. LIST OF STOCKHOLDERS. The Secretary of the Corporation
shall prepare and make (or cause to be prepared and made), at least ten (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, 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 ten (10) days prior to the meeting, either at
a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
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 duration thereof, and may be
inspected by any stockholder who is present.

         Section 2.11. INSPECTOR OF ELECTION. In advance of any meeting of
stockholders, the Board of Directors may appoint an Inspector of Election to
act at such meeting or at any adjournment or adjournments thereof. If such
Inspector is not so appointed or fail or refuses to act, the chairman of any
such meeting may (and, upon the demand of any stockholder or stockholder's
proxy, shall) make such an appointment. No such Inspector need be a
stockholder of the Corporation.

         Subject to any provisions of the Certificate of Incorporation, the
Inspector of Election shall determine the number of shares outstanding, the
voting power of each, the shares represented at the meeting, the existence of
a quorum and the authenticity, validity and effect of proxies; he shall
receive votes, ballots or consents, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close and
determine the result; and finally, he shall do such acts as may be proper to
conduct the election or vote with fairness to all stockholders. On request,
the Inspector shall make a report in writing to the secretary of the meeting
concerning any challenge, question or other matter as may have been
determined by them and shall execute and deliver to such secretary a
certificate of any fact found by them.

         Section 2.12. NOTICE OF STOCKHOLDER ACTION. Any stockholder proposal
or nomination for the election of a director by a stockholder shall be
delivered to the Corporate Secretary of the Corporation, in accordance with
Securities and Exchange Commission Rule 14a-8(e), not less than 120 calendar
days prior to the first anniversary of the date of the Corporation's proxy
statement released to stockholders in connection with the previous years'
annual meeting of stockholders, except that if no annual meeting of
stockholders was held in the previous year, or the date of the annual meeting
of stockholders has been changed by more than 30 calendar days from the date
contemplated at the time of the previous years' proxy statement, the notice
shall be received at the principal executive offices of the Corporation not
less than 150 calendar days prior to the date of the annual meeting. Such
stockholder nominations must contain (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director at
the annual meeting: (w) the name, age, business address and residence address
of the proposed nominee, (x) the principal occupation or employment or the
proposed nominee, (y) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the proposed nominee, and (z) any
other information relating to the proposed nominee that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Rule 14a under the Securities Exchange Act of 1934, as amended; and (b) as to
the stockholder giving notice of nominees for election at

                                      -3-

<PAGE>

the annual meeting, (i) the name and record address of the stockholder, and
(ii) the class and number of shares of capital stock of the Corporation which
are beneficially owned by the stockholder.

                                  ARTICLE III.

                                   DIRECTORS

         Section 3.1. POWERS. The business and affairs of the Corporation
shall be managed by and be under the direction of the Board of Directors. The
Board of Directors shall exercise all the powers of the Corporation, except
those that are conferred upon or reserved to the stockholders by statute, the
Certificate or these Bylaws.

         Section 3.2. NUMBER. The number of directors shall be fixed from
time to time by  resolution of the Board of Directors but shall not be less
than three.

         Section 3.3. ELECTION AND TERM OF OFFICE. Each director shall serve
until his successor is elected and qualified or until his death, resignation
or removal, no decrease in the authorized number of directors shall shorten
the term of any incumbent director, and additional directors elected in
connection with rights to elect such additional directors under specified
circumstances which may be granted to the holders of any series of Preferred
Stock shall not be included in any class, but shall serve for such term or
terms and pursuant to such other provisions as are specified in the
resolution of the Board of Directors establishing such series.

         Section 3.4. ELECTION OF CHAIRMAN OF THE BOARD. At the
organizational meeting immediately following the annual meeting of
stockholders, the directors shall elect a Chairman of the Board from among
the directors who shall hold office until the corresponding meeting of the
Board of Directors in the next year and until his successor shall have been
elected or until his earlier resignation or removal. Any vacancy in such
office may be filled for the unexpired portion of the term in the same manner
by the Board of Directors at any regular or special meeting.

         Section 3.5. REMOVAL. Any director may be removed from office only
for cause.

         Section 3.6. VACANCIES AND ADDITIONAL DIRECTORSHIPS. Unless
otherwise provided in the Certificate, vacancies in the Board of Directors
resulting from death, resignation, disqualification, removal, increase in the
number of directorships as provided in Section 3.2 above or other cause shall
be filled solely by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors. Any director elected in accordance with the preceding sentence
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 such director's successor shall have been elected and qualified, or
until such director's earlier removal, death or resignation. No decrease in
the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director. Unless otherwise provided in the Certificate,
new members of the Board of Directors shall be nominated by the Chairman of
the Board and approved by the Board of Directors.

         Section 3.7. REGULAR AND SPECIAL MEETINGS. Regular meetings of the
Board of Directors may be held without notice at such time and at such place
as shall from time to time be determined by the board. Special meetings of
the board may be called by the Chairman of the Board, the Chief Executive
Officer or the President on twenty-four (24) hours' notice to each director
by phone, fax or electronic mail; special meetings shall be called by the
Chairman of the Board, the Chief Executive Officer, the President or the
Secretary in like manner and on like notice on the written request of a
majority of the Board unless the Board consists of only one director, in
which case special meetings shall

                                      -4-

<PAGE>

be called by the Chairman of the Board, the Chief Executive Officer, the
President or Secretary in like manner and on like notice on the written
request of the sole director.

         Section 3.8. QUORUM. At all meetings of the Board of Directors, a
majority of the fixed number of directors shall constitute a quorum for the
transaction of business, except that if the Board of Directors consists of
one (1) director, then the one director shall constitute a quorum.

         In the absence of a quorum, the directors present, by majority vote
and without notice other than by announcement, may adjourn the meeting from
time to time until a quorum shall be present. At any reconvened meeting
following such an adjournment at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting as
originally notified.

         Section 3.9.  VOTES  REQUIRED. Except as otherwise  provided by
applicable law or by the Certificate of Incorporation, the vote of a majority
of the directors present at a meeting  duly held at which a quorum is present
shall be sufficient to pass any measure.

         Section 3.10. PLACE AND CONDUCT OF MEETINGS.

         Each regular meeting and special meeting of the Board of Directors
shall be held at a location determined as follows: The Board of Directors may
designate any place, within or without the State of Delaware, for the holding
of any meeting. If no such designation is made: (a) any meeting called by a
majority of the directors shall be held at such location, within the county
of the Corporation's principal executive office, as the directors calling the
meeting shall designate; and (b) any other meeting shall be held at such
location, within the county of the Corporation's principal executive office,
as the Chairman of the Board may designate or, in the absence of such
designation, at the Corporation's principal executive office. Subject to the
requirements of applicable law, all regular and special meetings of the Board
of Directors shall be conducted in accordance with such rules and procedures
as the Board of Directors may approve and, as to matters not governed by such
rules and procedures, as the chairman of such meeting shall determine. The
chairman of any regular or special meeting shall be the Chairman of the
Board, or, in his absence, a person designated by the Board of Directors. The
Secretary, or, in the absence of the Secretary, a person designated by the
chairman of the meeting, shall act as secretary of the meeting.
Notwithstanding anything in this Section 3.10 to the contrary, unless
otherwise restricted by the Certificate or these Bylaws, members of the Board
of Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

         Section 3.11. FEES AND COMPENSATION. Directors shall be paid such
compensation as may be fixed from time to time by resolution of the Board of
Directors: (a) for their usual and contemplated services as directors; (b)
for their services as members of committees appointed by the Board of
Directors, including attendance at committee meetings as well as services
which may be required when committee members must consult with management
staff; and (c) for extraordinary services as directors or as members of
committees appointed by the Board of Directors, over and above those services
for which compensation is fixed pursuant to items (a) and (b) in this Section
3.11. Compensation may be in the form of an annual retainer fee or a fee for
attendance at meetings, or both, or in such other form or on such basis as
the resolutions of the Board of Directors shall fix. Directors shall be
reimbursed for all reasonable expenses incurred by them in attending meetings
of the Board of Directors and committees appointed by the Board of Directors
and in performing compensable extraordinary services. Nothing contained
herein shall be construed to preclude any director from serving

                                      -5-

<PAGE>

the Corporation in any other capacity, such as an officer, agent, employee,
consultant or otherwise, and receiving compensation therefor.

         Section 3.12. COMMITTEES OF THE BOARD OF DIRECTORS. To the full
extent permitted by applicable law, the Board of Directors may from time to
time establish committees, including, but not limited to, the committees set
forth in subsections (a) and (b) of this Section 3.12, standing or special
committees and an executive committee, which shall have such duties and
powers as are authorized by these Bylaws or by the Board of Directors.
Committee members, and the chairman of each committee, shall be appointed by
the Board of Directors. The Chairman of the Board, in conjunction with the
several committee chairmen, if any, shall make recommendations to the Board
of Directors for its final action concerning members to be appointed to the
several committees of the Board of Directors. Any member of any committee may
be removed at any time with or without cause by the Board of Directors.
Vacancies which occur on any committee shall be filled by a resolution of the
Board of Directors. If any vacancy shall occur in any committee by reason of
death, resignation, disqualification, removal or otherwise, the remaining
members of such committee, so long as a quorum is present, may continue to
act until such vacancy is filled by the Board of Directors. The provisions of
Sections 3.7, 3.8, 3.9 and 3.10 of these Bylaws shall apply to any such
Committee of the Board of Directors.

                  (a) AUDIT COMMITTEE. The Audit Committee shall consist of
at least two non-employee directors appointed by a majority of the whole
Board of Directors and is authorized and directed to take all action
necessary to safeguard corporate assets, maintain proper accounting records,
direct and monitor the internal audit function, nominate an external auditor,
and review the scope and quality of the annual statutory audit. The Audit
Committee shall present an annual report to the Corporation's Board of
Directors detailing any deficiencies or problems in the financial reporting
of the Corporation for the past fiscal year. The Audit Committee shall also
annually present to the Board of Directors a plan for the current fiscal year
which corrects any problem areas or deficiencies the Corporation discovered
during the prior fiscal year, details any planned amendments to the internal
audit function, and reviews the effectiveness of the external auditor. The
Audit Committee shall also perform any investigation or review of the
financial reporting of the Corporation that the Board of Directors instructs
it to undertake from time to time and upon completion of such investigation
or review, deliver a report to the Board of Directors detailing the Audit
Committee's findings.

                  (b) COMPENSATION COMMITTEE. The Compensation Committee
shall consist of at least two non-employee directors appointed by the whole
Board and is authorized and directed to take any and all action necessary to
set compensation for the Corporation's executive officers, to review officer
compensation plans and benefit programs, monitor and motivate officer
performance, and based on an annual review of executive compensation programs
and policies of the Corporation's competitors and select other companies who
compete in a labor market for the Corporation's officers, modify or adjust
the officer compensation or benefit plans so as to retain and attract the
leadership talent necessary to successfully maintain and grow the
Corporation's business. In connection with its duties and obligations, the
Compensation Committee shall receive recommendations from the Corporation's
Chief Executive Officer concerning the Corporation's executive officers
(other than the Chief Executive Officer) and may also regularly solicit
compensation program design/practice data from various compensation
consultants. The Compensation Committee may use this information and any
other information it gathers when it establishes compensation for
Corporation's executive officers. Unless the Board of Directors establishes a
separate committee to govern the administration of the Corporation's stock
incentive plans, the Compensation Committee shall govern the foregoing
activities.

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<PAGE>

                                   ARTICLE IV.

                                    OFFICERS

         Section 4.1. DESIGNATION, ELECTION AND TERM OF OFFICE. The
Corporation shall have a Chairman of the Board, a Chief Executive Officer, a
President, a Treasurer, such Executive Vice Presidents as the Board of
Directors deems appropriate, a Secretary and such other officers as the Board
of Directors may deem appropriate. These officers shall be elected annually
by the Board of Directors at the organizational meeting immediately following
the annual meeting of stockholders, and each such officer shall hold office
until the corresponding meeting of the Board of Directors in the next year
and until his successor shall have been elected and qualified or until his
earlier resignation, death or removal. Any vacancy in any of the above
offices may be filled for the unexpired portion of the term by the Board of
Directors at any regular or special meeting.

         Section 4.2. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors shall preside at all meetings of the stockholders and the
Board of Directors and shall have such other powers and perform such other
duties as may from time to time be assigned by the Board of Directors. Unless
otherwise determined by the Board of Directors, the Chairman shall be the
Chief Executive Officer of the Corporation.

         Section 4.3. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall see that all orders and resolutions of the Board of Directors are
carried into effect, shall have the power to appoint, set compensation for
and remove such vice presidents, subordinate officers and agents as the
business of the Corporation may require, other than those actually appointed
or elected by the directors, shall have general management of the business of
the Corporation, and shall perform all other duties incident to the office of
Chief Executive Officer and shall have such other powers and perform such
other duties as may from time to time be assigned by the Board.

         Section 4.4. PRESIDENT. The President shall be the chief operating
officer of the Corporation, unless the Board designates another person as
chief operating officer. The President shall be responsible for the active
management of the business of the Corporation, shall perform such other
duties incident to the office of Chief Operating Officer, and shall have such
other powers and perform such other duties as may from time to time be
assigned by the Chief Executive Officer or the Board of Directors. The
President shall, in the absence of the Chief Executive Officer, serve with
the power and authority of that office until such time as the Chief Executive
Officer returns to his duties.

         Section 4.5. CHIEF OPERATING OFFICER. The Chief Operating Officer
shall have such powers and perform such duties as are assigned by the Chief
Executive Officer or the Board of Directors.

         Section 4.6. SECRETARY. The Secretary shall attend the meetings of
the stockholders and the Board of Directors and keep minutes of those
meetings in suitable books kept for that purpose. Such individual shall have
custody of the stock books and stock ledgers of the Corporation, shall give,
or cause to be given, all notices as are required by law, or by the
Certificate of Incorporation, or by these Bylaws. The Secretary shall perform
such other duties as may be prescribed by the Board of Directors or by the
Chief Executive Officer, as well as the usual duties incident to the office
of Secretary. Any duty of the Secretary may be performed by the Assistant
Secretary elected by the Board.

         Section 4.7. TREASURER. The Treasurer shall be the chief financial
officer of the Corporation and shall have custody of the corporate funds and
securities and shall keep, or cause to be kept, full and accurate accounts of
receipts and disbursements in books kept for that purpose. He shall

                                      -7-

<PAGE>

deposit all monies, and other valuable effects, in the name and to the credit
of the Corporation, in such depository as the Board of Directors or Chief
Executive Officer shall designate. As directed by the Board of Directors or
the Chief Executive Officer, the Treasurer shall disburse monies of the
Corporation, taking proper vouchers for such disbursements and shall render
to the Chief Executive Officer and the Board of Directors an account of all
his transactions as Treasurer and of the financial condition of the
Corporation. In addition, the Treasurer shall perform all the usual duties
incident to the office of Treasurer. Any duty of the Treasurer may be
performed by the Assistant Treasurer elected by the Board.

         Section 4.8. ASSISTANT OFFICERS. The Chief Executive Officer may
appoint one or more assistant secretaries and such other assistant officers
as the business of the Corporation may require, each of whom shall hold
office for such period, have such authority and perform such duties as may be
specified from time to time by the Chief Executive Officer.

         Section 4.9. WHEN DUTIES OF AN OFFICER MAY BE DELEGATED. In the case
of absence or disability of an officer of the Corporation or for any other
reason that may seem sufficient to the Board of Directors, the Board of
Directors or any officer designated by it, or the Chairman, may, for the time
of the absence or disability, delegate such officer's duties and powers to
any other officer of the Corporation.

         Section 4.10. OFFICERS HOLDING TWO OR MORE OFFICES. The same person
may hold any two (2) or more of the above-mentioned offices.

         Section 4.11. COMPENSATION. The Board of Directors shall have the
power to fix the  compensation  of all officers and employees of the
Corporation.

         Section 4.12. RESIGNATIONS. Any officer may resign at any time by
giving written notice to the Board of Directors, to the Chief Executive
Officer, or to the Secretary of the Corporation. Any such resignation shall
take effect at the time specified therein unless otherwise determined by the
Board of Directors. The acceptance of a resignation by the Corporation shall
not be necessary to make it effective.

         Section 4.13. REMOVAL. Any officer of the Corporation may be
removed, with or without cause, by the affirmative vote of a majority of the
entire Board of Directors. Any assistant officer of the Corporation may be
removed, with or without cause, by the Chief Executive Officer or by the
Board of Directors.

                                   ARTICLE V.

                                    NOTICES

         Section 5.1. NO PERSONAL NOTICE REQUIREMENT. Whenever, under the
provisions of the Delaware General Corporation Law, the Certificate or these
Bylaws, notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice (except as provided in Article
III, Section 3.7 (as it relates to special meetings of the Board of Directors
only)), but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to
be given at the time when the same shall be deposited in the United States
mail. Notice to directors may also be given by telephone, telegram or
facsimile.

         Section 5.2. WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of the Delaware General Corporation Law, or the
Certificate or these Bylaws, a waiver thereof

                                      -8-

<PAGE>

in writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.

                                  ARTICLE VI.

                     INDEMNIFICATION OF DIRECTORS, OFFICERS
                      EMPLOYEES AND OTHER CORPORATE AGENTS

         Section 6.1. INDEMNIFICATION. The Corporation shall, subject to the
terms of the Certificate and to the fullest extent authorized under the laws
of the State of Delaware, as those laws may be amended and supplemented from
time to time, indemnify any director or officer made, or threatened to be
made, a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of being a director or officer of
the Corporation or a predecessor corporation or, at the Corporation's
request, a director or officer of another corporation. The indemnification
provided for in this Article VI shall: (i) not be deemed exclusive of any
other rights to which those indemnified may be entitled under any Bylaw,
agreement or vote of stockholders or disinterested directors or otherwise,
both as to action in their official capacities and as to action in another
capacity while holding such office, (ii) continue as to a person who has
ceased to be a director or officer, and (iii) inure to the benefit of the
heirs, executors and administrators of such a person. The Corporation's
obligation to provide indemnification under this Article VI shall be offset
to the extent of any other source of indemnification or any otherwise
applicable insurance coverage under a policy maintained by the Corporation or
any other person.

         Expenses incurred by a director or officer of the Corporation in
defending a civil or criminal action, suit or proceeding by reason of the
fact that he is or was a director or officer of the Corporation (or was
serving at the Corporation's request as a director or officer of another
corporation) shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized by relevant sections of the Delaware General
Corporation Law. Notwithstanding the foregoing, the Corporation shall not be
required to advance such expenses to a director or officer who is a party to
an action, suit or proceeding brought by the Corporation and approved by a
majority of the Board of Directors of the Corporation which alleges willful
misappropriation of corporate assets by such director or officer, disclosure
of confidential information in violation of the fiduciary or contractual
obligations of such director or officer to the Corporation, or any other
willful and deliberate breach in bad faith of such duty of the director or
officer to the Corporation or its stockholders.

         The foregoing provisions of this Article VI shall be deemed to be a
contract between the Corporation and each director or officer who serves in
such capacity at any time while this Bylaw is in effect, and any repeal or
modification hereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any
action, suit or proceeding theretofore or thereafter brought based in whole
or in part upon any such state of facts.

         The Board of Directors in its discretion shall have power on behalf
of the Corporation to indemnify any person, other than a director or officer,
made a party to any action, suit or proceeding by reason of the fact that he,
his testator or intestate, is or was an employee or agent of the Corporation.

         To assure indemnification under this Article VI of all directors,
officers, employees and agents who are determined by the Corporation or
otherwise to be or to have been "fiduciaries" of any employee benefit plan of
the Corporation which may exist from time to time, Section 145 of the General
Corporation Law of Delaware shall, for the purposes of this Article VI, be
interpreted as follows: an "other enterprise" shall be deemed to include such
an employee benefit plan, including without limitation,

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any plan of the Corporation which is governed by the Act of Congress entitled
"Employee Retirement Income Security Act of 1974," as amended from time to
time; the Corporation shall be deemed to have requested a person to serve an
employee benefit plan where the performance by such person of his duties to
the Corporation also imposes duties on, or otherwise involves services by,
such person to the plan or participants or beneficiaries of the plan; and
excise taxes assessed on a person with respect to an employee benefit plan
pursuant to such Act of Congress shall be deemed "fines."

         Section 6.2. INSURANCE. Upon resolution passed by the Board of
Directors, the Corporation may purchase and maintain insurance on behalf of
any person who is or was an Agent against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article VI.

         Section 6.3.      SAVINGS CLAUSE.

         If this Article VI or any portion thereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director, officer, employee and agent described
in this Article VI as to expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative, and
whether internal or external, including a grand jury proceeding and an action
or suit brought by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article VI that shall not have
been invalidated, or by any other applicable law.

                                  ARTICLE VII.

                                     STOCK

         Section 7.1. CERTIFICATES. Except as otherwise provided by law, each
stockholder shall be entitled to a certificate or certificates which shall
represent and certify the number and class (and series, if appropriate) of
shares of stock owned by him in the Corporation. Each certificate shall be
signed in the name of the Corporation by the Chairman of the Board or a
Vice-Chairman of the Board or the Chief Executive Officer, the President or a
Vice President, together with the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary. Any or all of the signatures on any
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with
the same effect as if such person were such officer, transfer agent or
registrar at the date of issue.

         Section 7.2. TRANSFER OF SHARES. Shares of stock shall be
transferable on the books of the Corporation only by the holder thereof, in
person or by his duly authorized attorney, upon the surrender of the
certificate representing the shares to be transferred, properly endorsed, to
the Corporation's transfer agent, if the Corporation has a transfer agent, or
to the Corporation's registrar, if the Corporation has a registrar, or to the
Secretary, if the Corporation has neither a transfer agent nor a registrar.
The Board of Directors shall have power and authority to make such other
rules and regulations concerning the issue, transfer and registration of
certificates of the Corporation's stock as it may deem expedient.

         Section 7.3. TRANSFER AGENTS AND REGISTRARS. The Corporation may
have one or more transfer agents and one or more registrars of its stock
whose respective duties the Board of Directors or the Secretary may, from
time to time, define. No certificate of stock shall be valid until
countersigned

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<PAGE>

by a transfer agent, if the Corporation has a transfer agent, or until
registered by a registrar, if the Corporation has a registrar. The duties of
transfer agent and registrar may be combined.

         Section 7.4. STOCK LEDGERS. Original or duplicate stock ledgers,
containing the names and addresses of the stockholders of the Corporation and
the number of shares of each class of stock held by them, shall be kept at
the principal executive office of the Corporation or at the office of its
transfer agent or registrar.

         Section 7.5. RECORD DATES. The Board of Directors may fix, in
advance, a date as the record date for the purpose of determining
stockholders entitled to notice of, or to vote at, any meeting of
stockholders or any adjournment thereof, or stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or in order to make a determination of stockholders for
any other proper purpose. Such date in any case shall be not more than sixty
(60) days, and in case of a meeting of stockholders, not less than ten (10)
days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken. Only those stockholders of
record on the date so fixed shall be entitled to any of the foregoing rights,
notwithstanding the transfer of any such stock on the books of the
Corporation after any such record date fixed by the Board of Directors.

         Section 7.6. LOST CERTIFICATES. The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates, the Board
of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his or her legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

         Section 7.7. REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and
to hold liable for calls and assessments a person registered on its books as
the owner of shares and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except
as otherwise provided by the laws of Delaware.

                                 ARTICLE VIII.

                                  FISCAL YEAR

         The fiscal year of the Corporation shall be fixed by resolution of
the Board of Directors.

                                  ARTICLE IX.

                                      SEAL

         The Board of Directors may adopt a corporate seal having inscribed
thereon the name of the Corporation, the year of its organization and the
words "Corporate Seal, Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.


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                                   ARTICLE X.

                                   AMENDMENT

         These Bylaws may be altered, amended or repealed or new bylaws may
be adopted by the affirmative vote of holders of at least 66 2/3% vote of the
outstanding voting stock of the Corporation. These Bylaws may also be
altered, amended or repealed or new bylaws may be adopted by the Board of
Directors, when such power is conferred upon the Board of Directors by the
Certificate. The foregoing may occur at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new bylaws be contained in the notice of
such special meeting. If the power to adopt, amend or repeal bylaws is
conferred upon the Board of Directors by the Certificate, it shall not divest
or limit the power of the stockholders to adopt, amend or repeal bylaws.


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