<PAGE>

                                                                     Exhibit 3.4

                              AMENDED AND RESTATED
                                    BY LAWS
                                       OF
                           RAVISENT TECHNOLOGIES INC.

                                    ARTICLE I

                                    OFFICES

     Section 1. The registered office shall be in the City of Wilmington,
     ---------
County of New Castle, State of Delaware.

     Section 2. The corporation may also have offices at such other places
     ---------
both within and without the State of Delaware as the Board of Directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

      Section 1. All meetings of the stockholders for the election of directors
      ---------
shall be held at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

     Section 2. Annual meetings of stockholders shall be held at such date and
     ---------
time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. At each annual meeting, the stockholders
shall elect directors to succeed those
<PAGE>

directors whose terms expire in that year and shall transact such other
business as may properly be brought before the meeting.

     Section 3. Written notice of the annual meeting stating the place, date
     ---------
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.

     Section 4. The officer who has charge of the stock ledger of the
     ---------
corporation shall prepare and make available, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meetings, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meetings 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 whole time thereof, and may be inspected by any
stockholder who is present.

     Section 5. Special meetings of the stockholders, for any purpose or
     ---------
purposes, may only be called by the Board.

     Section 6. Written notice of a special meeting stating that place, date
     ---------
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not fewer than ten (10) nor more than sixty (60) days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.

     Section 7. Business transacted at any special meeting of stockholders
     ---------
shall be limited to the purposes stated in the notice.
<PAGE>

     Section 8. The holders of a majority 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 shall not be present or represented at
any meeting of the stockholders, either the Chairman of the Board, or the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meetings, 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 9. 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 applicable
statute or of the certificate of incorporation, a different vote is required,
in which case such express provision shall govern and control the decision of
such question.

     Section 10. Unless otherwise provided in the certificate of incorporation
     ----------
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on after three (3)
years from its date, unless the proxy provides for a longer period.
<PAGE>

     Section 11. Nominations for election to the Board of Directors must be
     ----------
made by the Board of Directors or by a committee appointed by the Board of
Directors for such purpose or by any stockholder of any outstanding class of
capital stock of the corporation entitled to vote for the election of
directors. Nominations by stockholders must be preceded by notification in
writing received by the secretary of the corporation not less than one-hundred
twenty (120) days prior to any meeting of stockholders called for the election
of directors. Such notification shall contain the written consent of each
proposed nominee to serve as a director is so elected and the following
information as to each proposed nominee and as to each person, acting alone or
in conjunction with one or more other persons as a partnership, limited
partnership, syndicate or other group, who participates or is expected to
participate in making such nomination or in organizing, directing or financing
such nomination or solicitation of proxies to vote for the nominee:

          (a)  the name, age, residence, address, and business address of each
proposed nominee and of each such person;

          (b)  the principal occupation or employment , the name, type of
business and address of the corporation or other organization in which such
employment is carried on of each proposed nominee and of each such person;

          (c)  the amount of stock of the corporation owned beneficially,
either directly or indirectly, by each proposed nominee and each such person;
and

          (d)  a description of any arrangement or understanding of each
proposed nominee and of each such person with each other or any other person
regarding future employment or any future transaction to which the corporation
will or may be a party.
<PAGE>

     The presiding officer of the meeting shall have the authority to determine
and declare to the meeting that a nomination not preceded by notification made
in accordance with the foregoing procedure shall be disregarded.

     Section 12. At any meeting of the stockholders, only such business shall
     ----------
be conducted as shall have been brought before the meeting (a) pursuant to the
corporation's notice of meetings, (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the corporation who is a stockholder of
record at the time of giving the notice provided for in this Bylaw, who shall
be entitled to vote at such meeting and who complies with the notice procedures
set forth by this Bylaw.

     For business to be properly brought before any meeting by a stockholder
pursuant to clause (c) above of this Section 12, the stockholder must have
given timely notice thereof in writing to the secretary of the corporation. To
be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the corporation not less than one hundred
twenty (120) days prior to the date of the meeting. A stockholder's notice to
the secretary shall set forth as to each matter the stockholder proposes to
bring before the meetings (a) a brief description of the business desired to be
brought before the meeting and the reasons for conduction such business at the
meeting, (b) the name and address, as they appear on the corporation's books,
of the stockholder proposing such business, and the name and address of the
beneficial owner, if any, on whose behalf the proposal is made, (c) the class
and number of shares of the corporation which are owned beneficially and of
record by such stockholder of record and by the beneficial owner, if any, on
whose behalf of the proposal is made and (d) any material interest of such
stockholder of record and the beneficial owner, if any, whose behalf the
proposal is made in such business.
<PAGE>

     Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at a meeting except in accordance with the procedures set
forth in this Section 12. The presiding officer of the meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the procedures
prescribed by this Section 12, and if such person should so determine, such
person shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted. Notwithstanding the
foregoing provisions of this Section 12, a stockholder shall also comply with
all applicable requirements of the Securities and Exchange Act of 1934, as
amended, and the rules and regulations thereunder with respect to the matters
set forth in this Section 12.

     Section 13. Effective upon the closing of the corporation's initial
     ----------
public offering of securities pursuant to a registration statement filed under
the Securities Act of 1933, as amended, 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 of Incorporation.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. The number of directors of this corporation that shall
     ---------
constitute the whole board shall be determined by resolution of the Board of
Directors; provided, however, that no decrease in the number of directors shall
have the effect of shortening the term of an incumbent director. The Board of
Directors shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as determined by the Board of Directors, one class to hold office
initially for a term expiring at the
<PAGE>

annual meeting to be held in 2000, another class to hold office initially for a
term expiring at the annual meeting of stockholders held in 2001 and another
class to hold office initially for a term expiring at the annual meeting of
stockholders to be held in 2002, with the members of each class to hold office
until their successors are elected and qualified. At each annual meeting of
stockholders, the successors of the class of directors whose term expires at
that meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election.

     Section 2. Vacancies and newly created directorships resulting from any
     ---------
increase in the authorized number of directors may be filled by a majority of
the directors then in office, even if less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the
next election of the class for which such directors were chosen and until their
successors are duly elected and qualified or until earlier resignation or
removal. If there are no directors in office, then an election of directors may
be held in the manner provided by statute.

     Section 3. The business of the corporation shall be managed by or under
     ---------
the direction of this board of Directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these bylaws directed or required to
be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 4. The Board of Directors of the corporation may hold meetings,
     ---------
both regular and special, either within or without the State of Delaware.

     Section 5. The first meeting of each newly elected Board of Directors
     ---------
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to
<PAGE>

constitute the meeting, provided a quorum shall be present. In the event of the
failure of the stockholders to fix the time or place of such first meeting of
the newly elected Board of Directors, or in the event such meeting is not held
at the time and place so fixed by the stockholders, the meeting may be held at
such time and place as shall be specified in a notice given as herein after
provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors.

     Section 6. Regular meetings of the Board of Directors may by held without
     ---------
notice at such time and at such place as shall from time to time be determined
by the board.

     Section 7. Special meetings of the board may be called by the Chairman of
     ---------
the Board or the chief executive officer or secretary on twelve (12) 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 or
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 be called by the Chairman of the Board, the chief
executive officer or secretary in the like manner and on like notice on the
written request of the sole director.

     Section 8. At all meetings of the board a majority of the directors shall
     ---------
constitute a quorum of the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by statute or by the certificate of incorporation. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
<PAGE>

     Section 9. Unless otherwise restricted by the certificate of
     ---------
incorporation or thee bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may
be, consent thereto in writing, and the writing or writings are filed within
the minutes of proceedings of the board or committee.

     Section 10. Unless otherwise restricted by the certificate of
     ----------
incorporation 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.

                             COMMITTEE OF DIRECTORS

     Section 11. The Board of Directors may, by resolution passed by a
     ----------
majority of the whole board, designate one (1) or more committees, each
committee to consist of one (1) or more of the directors of the corporation.
The board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.

     In the absence of disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in place of any such
absent or disqualified member.

     Any such committee, to the extent provided in the resolution of the Board
of Directors, shall have and may exercise all the powers and authority of the
Board of Directors in
<PAGE>

the management of the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers that may
require it; but no such committee shall have the power or authority in
reference to amending the certificate of incorporation, adopting an agreement
of merger or consolidation, recommending to the stockholders that sale, lease
or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

     Section 12. Each committee shall keep regular minutes of its meetings and
     ----------
report the same to the Board of Directors when required.

                           COMPENSTATION OF DIRECTORS

     Section 13. Unless otherwise restricted by the certificate of
     ----------
incorporation or these bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
<PAGE>

                                   ARTICLE IV

                                    NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the
     ---------
certificate of incorporation or of 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 Section 7 of Article III of these Bylaws), 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 a the
time when the same shall be deposited in the United States mail. Notice to the
directors may also be given by telephone, email, telegram or facsimile.

     Section 2. Whenever any notice is required to be given under the
     ---------
provisions of the statutes or of the certificates of incorporation or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     Section 1. The officers of the corporation shall be chosen by the Board
     ---------
of Directors and shall be a chief executive officer, one or more presidents, a
chief financial officer and a secretary. The Board of Directors may elect from
among its members a Chairman of the Board. The Board of Directors may also
choose one or more vice-presidents, assistant secretaries and assistant
treasurers. Any number of offices may be held by the same person, unless the
certificate of incorporation or these bylaws provide otherwise.
<PAGE>

     Section 2. The Board of Directors at its first meeting after each annual
     ---------
meeting of stockholders shall choose a chief executive officer, one or more
presidents, a chief executive officer and a secretary and may choose vice
presidents.

     Section 3. The Board of Directors may appoint such other officers and
     ---------
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

     Section 4. The salaries of all officers of the corporation shall be fixed
     ---------
by the Board of Directors or any committee established by the Board of
Directors for such purpose. The salaries of agents of the corporation shall,
unless fixed by the Board of Directors, be fixed by the chief executive
officer, presidents or any vice-president of the corporation.

     Section 5. The officers of the corporation shall hold office until their
     ---------
successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                            THE CHAIRMAN OF THE BOARD

     Section 6. The Chairman of the Board, if any, shall preside at all
     ---------
meetings of the Board of Directors and of the stockholders at which he/she
shall be present. He/she shall have and may exercise such powers as are, from
time to time, assigned to him/her by the Board and as may be provided by law.

     Section 7. In the absence of the Chairman of the Board, the chief
     ---------
executive officer, shall preside at all meetings of the Board of Directors and
of the stockholders at which he shall be present. He shall have and may
exercise such powers as are, from time to time, assigned to him by the Board
and as may be provided by law.
<PAGE>

                            CHIEF EXECUTIVE OFFICER

     Section 8. Subject to the provisions of these bylaws and to the direction
     ---------
of the Board of Directors, the Chief Executive Officer shall have the
responsibility for the general management and control of the business and
affairs of the Corporation and shall perform all duties and have all powers
which are commonly incident to the office of chief executive or which are
delegated to the Chief Executive Officer by the Board of Directors. The Chief
Executive Officer shall have power to sign all stock certificates, contracts
and other instruments of the Corporation, which are authorized and shall have
general supervision and direction of all of the other officers, employees and
agents of the Corporation.

                         PRESIDENTS AND VICE-PRESIDENTS

     Section 9. Subject to the provisions of these bylaws and to the direction
     ---------
of the Board of Directors, the presidents shall assist the chief executive
officer with the general management and control of the business and affairs of
the corporation and shall perform all duties and have all powers which are
commonly incident to the president or which are delegated to the president by
the Board of Directors. In the absence of the Chairman of the Board such
president, should there be more than one, designated by the Board shall preside
at all meetings of the stockholders and the Board of Directors.

     Section 10. The presidents or any vice presidents, as the chief executive
     ----------
officer or president shall designate, shall have the power to sign all stock
certificates contracts, bonds, mortgages and other instruments requiring a
seal, under the seal of the corporation, which are authorized, except where
required or permitted by law to be otherwise signed an executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to the chief executive officer or some other officer or
agent of the corporation.
<PAGE>

     Section 11. In the absence of a president or in the event of a
     ----------
president's inability or refusal to act, a vice-president, if any, (or in the
event there be more than one vice-president, the vice-presidents in the order
designated by the directors, or in the absence of any designation, then in the
order of their election) shall perform the duties of such president, and when
so acting, shall have all the powers of and be subject to all the restrictions
upon such president. The vice-presidents shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

     Section 12. The secretary shall attend all meetings of the Board of
     ----------
Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the corporation and of the Board of Directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required. He/she shall have custody of the corporate seal of
the corporation and he/she, or an assistant secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of such assistant secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his/her signature.

     Section 13. The assistant secretary, or if there be more than one, the
     ----------
assistant secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
<PAGE>

                          THE CHIEF FINANCIAL OFFICER

     Section 14. The chief financial officer shall be the chief financial
     ----------
officer of the corporation, shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.

     Section 15. He/she shall disburse the funds of the corporation as may be
     ----------
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the chief executive officer and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his transactions as Chief Financial Officer and of the
financial condition of the corporation.

     Section 16. If required by the Board of Directors, he/she shall give the
     ----------
corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of his/her office and for the
restoration to the corporation, in case of his/her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his/her control
belonging to the corporation.

     Section 17. The treasurer or an assistant treasurer, in the order
     ----------
determined by the Board of Directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the Chief
Financial Officer or in the event of his in ability or refusal to act, perform
the duties and exercise the powers of the Chief Financial Officer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
<PAGE>

                                   ARTICLE VI

                              CERTIFICATE OF STOCK

     Section 1. Every holder of stock in the corporation shall be entitled to
     ---------
have a certificate, signed by, or in the name of the corporation by, the
Chairman of the Board of Directors, or the chief executive officer, or a
president or a vice-president and the treasurer or an assistant treasurer, or
the secretary or an assistant secretary of the corporation, certifying the
number of shares owned by him/her in the corporation.

     Certificates may be issued for partly paid shares and in such case upon
the face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefore, and the
amount paid thereon shall be specified.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, 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 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 each stockholder who so requests the powers, designations,
preferences and 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.

     Any of or all the signatures on the certificate may be facsimile. In case
any
<PAGE>

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 he/she were such
officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

     Section 3. 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/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.

                                TRANSFER OF STOCK

     Section 4. Upon surrender to the corporation or the transfer agent of the
     ---------
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

     Section 5. In order that the corporation may determine the stockholders
     ---------
entitled
<PAGE>

to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a
meeting, or 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 for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty (60) nor less than ten (10) days before the date
of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

                            REGISTERED STOCKHOLDERS

     Section 6. 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 VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1. Dividends upon the capital stock of the corporation, subject to
     ---------
the provisions of the certificate of incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in
<PAGE>

shares of the capital stock, subject to the provisions of the certificate of
incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of
     ---------
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purposes as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3. All checks or demands for money and notes of the corporation
     ---------
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                  FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution
     ---------
of the Board of Directors.

                                      SEAL

     Section 5. 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.

                                INDEMNIFICATION

     Section 6. The corporation shall, 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 made, or threatened to
be made, a party to an action or proceeding,
<PAGE>

whether criminal, civil, administrative or investigative, by reason of being a
director of the corporation or a predecessor corporation or, at the
corporation's request, a director or officer of another corporation, provided,
however, that the corporation shall indemnify any such agent in connection with
a proceeding initiated by such agent only if such proceeding was authorized by
the Board of Directors of the corporation. The indemnification provided for in
this Section 6 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, 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
Section 6 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 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 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 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 General
Corporation Law of Delaware. Notwithstanding the foregoing, the corporation
shall not be required to advance such expenses to an agent 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
<PAGE>

assets by such agent, disclosure of confidential information in violation of
such agent's fiduciary or contractual obligations to the corporation or any
other willful and deliberate breach in bad faith of such agent's duty to the
corporation or its stockholders.

     The foregoing provisions of this Section 6 shall be deemed to be a
contract between the corporation and each director who serves in such capacity
at any time while this bylaw is in effect, and any repeal or modification
thereof 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, made a party to any
action, suit or proceeding by reason of the fact that he, his testator or
intestate, is or was an officer or employee of the corporation.

     To assure indemnification under this Section 6 of all directors, officers
and employees 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 Section 6, be interpreted as follows: an other
enterprise shall be deemed to include such an employee benefit plan, including
without limitation, 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
<PAGE>

the plan; excise taxes assessed on a person with respect to an employee benefit
plan pursuant to such Act of Congress shall be deemed fines.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1. 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 of incorporation. 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 of incorporation it shall not
divest or limit the power of the stockholders to adopt, amend or repeal bylaws.
<PAGE>

                         CERTIFICATE OF ADOPTION
                           BY THE SECRETARY OF
                        RAVISENT TECHNOLOGIES INC.

         The undersigned. Ned E. Barlas, hereby certifies that he is the duly
elected Secretary of RAVISENT Technologies Inc., a Delaware Corporation (the
"Corporation"), and that the Bylaws attached hereto constitute the Bylaws of
the Corporation as duly adopted by the Board of Directors on December 6, 2001.

         IN WITNESS WHEREOF, the undersigned has hereto subscribed his name
this seventh day of December, 2001.
                                                 /s/Ned E. Barlas
                                                 ---------------------
                                                 Ned E. Barlas
                                                 Secretary