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                                                                     EXHIBIT 3.2

                                                                       COMPOSITE
                                               AS AMENDED EFFECTIVE MAY 16, 2001

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                FAIRMARKET, INC.
                               (THE "CORPORATION")


                            ARTICLE I - STOCKHOLDERS


     SECTION 1. ANNUAL MEETING.

     The annual meeting of stockholders (any such meeting being referred to in
these By-laws as an "Annual Meeting") shall be held at the hour, date and place
within or without the United States which is fixed by the Board of Directors,
which time, date and place may subsequently be changed at any time by vote of
the Board of Directors. If no Annual Meeting has been held for a period of
thirteen months after the Corporation's last Annual Meeting, a special meeting
in lieu thereof may be held, and such special meeting shall have, for the
purposes of these By-laws or otherwise, all the force and effect of an Annual
Meeting. Any and all references hereafter in these By-laws to an Annual Meeting
or Annual Meetings also shall be deemed to refer to any special meeting(s) in
lieu thereof.

     SECTION 2. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

                (a) ANNUAL MEETINGS OF STOCKHOLDERS.

                    (1) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be considered by
the stockholders may be made at an Annual Meeting (a) pursuant to the
Corporation's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of notice provided for in this By-law, who is
entitled to vote at the meeting, who is present (in person or in proxy) at the
meeting and who complies with the notice procedures set forth in this By-law. In
addition to the other requirements set forth in this By-law, for any proposal of
business to be considered at an Annual Meeting it must be a proper subject for
action by stockholders of the Corporation under Delaware law.

                    (2) For nominations or other business to be properly brought
before an Annual Meeting by a stockholder pursuant to clause (c) of paragraph
(a)(1) of this By-law, the


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stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than
the close of business on the 90th day nor earlier than the close of business on
the 120th day prior to the first anniversary of the preceding year's Annual
Meeting; provided, however, that in the event that the date of the Annual
Meeting is advanced by more than 30 days before or delayed by more than 60 days
after such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 120th day prior to such
Annual Meeting and not later than the close of business on the later of the 90th
day prior to such Annual Meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made. Notwithstanding
anything to the contrary provided herein, for the first annual meeting following
the initial public offering of common stock of the corporation, a stockholder's
notice shall be timely if delivered to the secretary at the principal executive
offices of the corporation not later than the close of business on the later of
the 90th day prior to the scheduled date of such annual meeting or the 10th day
following the day on which public announcement of the date of such annual
meeting is first made or sent by the corporation. Such stockholder's notice
shall set forth (a) as to each person whom the stockholder proposes to nominate
for election or reelection as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and Rule 14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting, any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made, and the names
and addresses of other stockholders known by the stockholder proposing such
business to support such proposal, and the class and number of shares of the
Corporation's capital stock beneficially owned by such other stockholders; and
(c) as to the stockholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner, and (ii) the class and number of shares of the Corporation which are
owned beneficially and of record by such stockholder and such beneficial owner.

                    (3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this By-law to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least 85 days prior to the first anniversary of the preceding
year's Annual Meeting, a stockholder's notice required by this By-law shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.


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                (b) GENERAL.

                    (1) Only such persons who are nominated in accordance with
the provisions of this By-law shall be eligible for election and to serve as
directors and only such business shall be conducted at an Annual Meeting as
shall have been brought before the meeting in accordance with the provisions of
this By-law. The Board of Directors or a designated committee thereof shall have
the power to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the provisions of this
By-law. If neither the Board of Directors nor such designated committee makes a
determination as to whether any stockholder proposal or nomination was made in
accordance with the provisions of this By-law, the presiding officer of the
Annual Meeting shall have the power and duty to determine whether the
stockholder proposal or nomination was made in accordance with the provisions of
this By-law. If the Board of Directors or a designated committee thereof or the
presiding officer, as applicable, determines that any stockholder proposal or
nomination was not made in accordance with the provisions of this By-law, such
proposal or nomination shall be disregarded and shall not be presented for
action at the Annual Meeting.

                    (2) For purposes of this By-law, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                    (3) Notwithstanding the foregoing provisions of this By-law,
a stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this By-law. Nothing in this By-law shall be deemed to affect any
rights of (i) stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) the holders of any series of Undesignated Preferred Stock to elect
directors under specified circumstances.

     SECTION 3. SPECIAL MEETINGS.

     Except as otherwise required by statute and subject to the rights, if
any, of the holders of any series of Undesignated Preferred Stock, special
meetings of the stockholders of the Corporation may be called only by the Board
of Directors acting pursuant to a resolution approved by the affirmative vote of
a majority of the Directors then in office. Only those matters set forth in the
notice of the special meeting may be considered or acted upon at a special
meeting of stockholders of the Corporation.

     SECTION 4. NOTICE OF MEETINGS; ADJOURNMENTS.

     A written notice of each Annual Meeting stating the hour, date and
place of such Annual Meeting shall be given not less than 10 days nor more than
60 days before the Annual Meeting, to each stockholder entitled to vote thereat
by delivering such notice to such stockholder or by mailing it, postage prepaid,
addressed to such stockholder at the address of such stockholder as it


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appears on the Corporation's stock transfer books. Such notice shall be deemed
to be given when hand delivered to such address or deposited in the mail so
addressed, with postage prepaid.

     Notice of all special meetings of stockholders shall be given in the same
manner as provided for Annual Meetings, except that the written notice of all
special meetings shall state the purpose or purposes for which the meeting has
been called.

     Notice of an Annual Meeting or special meeting of stockholders need not be
given to a stockholder if a written waiver of notice is signed before or after
such meeting by such stockholder or if such stockholder attends such meeting,
unless such attendance was for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting was not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any Annual Meeting or special meeting of stockholders need be
specified in any written waiver of notice.

     The Board of Directors may postpone and reschedule any previously scheduled
Annual Meeting or special meeting of stockholders and any record date with
respect thereto, regardless of whether any notice or public disclosure with
respect to any such meeting has been sent or made pursuant to Section 2 of this
Article I of these By-laws or otherwise. In no event shall the public
announcement of an adjournment, postponement or rescheduling of any previously
scheduled meeting of stockholders commence a new time period for the giving of a
stockholder's notice under Section 2 of this Article I of these By-laws.

     When any meeting is convened, the presiding officer may adjourn the meeting
if (a) no quorum is present for the transaction of business, (b) the Board of
Directors determines that adjournment is necessary or appropriate to enable the
stockholders to consider fully information which the Board of Directors
determines has not been made sufficiently or timely available to stockholders,
or (c) the Board of Directors determines that adjournment is otherwise in the
best interests of the Corporation. When any Annual Meeting or special meeting of
stockholders is adjourned to another hour, date or place, notice need not be
given of the adjourned meeting other than an announcement at the meeting at
which the adjournment is taken of the hour, date and place to which the meeting
is adjourned; provided, however, that if the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote thereat and each stockholder who, by law or under the
Certificate of Incorporation of the Corporation (as the same may hereafter be
amended and/or restated the "Certificate") or these By-laws, is entitled to such
notice.

     SECTION 5. QUORUM.

     A majority of the shares entitled to vote, present in person or represented
by proxy, shall constitute a quorum at any meeting of stockholders. If less than
a quorum is present at a meeting, the holders of voting stock representing a
majority of the voting power present at the meeting or the presiding officer may
adjourn the meeting from time to time, and the meeting may be held as adjourned
without further notice, except as provided in Section 5 of this Article I. At
such adjourned meeting at which a quorum is present, any business may be
transacted which might


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have been transacted at the meeting as originally noticed. The stockholders
present at a duly constituted meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

     SECTION 6. VOTING AND PROXIES.

     Stockholders shall have one vote for each share of stock entitled to vote
owned by them of record according to the stock ledger of the Corporation, unless
otherwise provided by law or by the Certificate. Stockholders may vote either
(i) in person, (ii) by written proxy or (iii) by a transmission permitted by
Section 212(c) of the Delaware General Corporation Law ("DGCL"). Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission permitted by Section 212(c) of the DGCL may be substituted for or
used in lieu of the original writing or transmission of any and all purposes for
which the original writing or transmission could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission. Proxies shall be
filed in accordance with the procedures established for the meeting of
stockholders. Except as otherwise limited therein or as otherwise provided by
law, proxies authorizing a person to vote at a specific meeting shall entitle
the persons authorized thereby to vote at any adjournment of such meeting, but
they shall not be valid after final adjournment of such meeting. A proxy with
respect to stock held in the name of two or more persons shall be valid if
executed by or on behalf of any one of them unless at or prior to the exercise
of the proxy the Corporation receives a specific written notice to the contrary
from any one of them.

     SECTION 7. ACTION AT MEETING.

     When a quorum is present at any meeting of stockholders, any matter before
any such meeting (other than an election of a director or directors) shall be
decided by a majority of the votes properly cast for and against such matter,
except where a larger vote is required by law, by the Certificate or by these
By-laws. Any election of directors by stockholders shall be determined by a
plurality of the votes properly cast on the election of directors. The
Corporation shall not directly or indirectly vote any shares of its own stock;
provided, however, that the Corporation may vote shares which it holds in a
fiduciary capacity to the extent permitted by law.

     SECTION 8. STOCKHOLDER LISTS.

     The Secretary or an Assistant Secretary (or the Corporation's transfer
agent or other person authorized by these By-laws or by law) shall prepare and
make, at least 10 days before every Annual Meeting or special meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, 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 hour, date and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.


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     SECTION 9. PRESIDING OFFICER.

     The Chairman of the Board, if one is elected, or if not elected or in his
or her absence, the President, shall preside at all Annual Meetings or special
meetings of stockholders and shall have the power, among other things, to
adjourn such meeting at any time and from time to time, subject to Sections 5
and 6 of this Article I. The order of business and all other matters of
procedure at any meeting of the stockholders shall be determined by the
presiding officer.

     SECTION 10. INSPECTORS OF ELECTIONS.

     The Corporation shall, in advance of any meeting of stockholders, appoint
one or more inspectors to act at the meeting and make a written report thereof.
The Corporation may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the presiding officer shall appoint one or
more inspectors to act at the meeting. Any inspector may, but need not, be an
officer, employee or agent of the Corporation. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors shall perform such duties as are
required by the DGCL, including the counting of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of the duties of the inspectors. The presiding
officer may review all determinations made by the inspectors, and in so doing
the presiding officer shall be entitled to exercise his or her sole judgment and
discretion and he or she shall not be bound by any determinations made by the
inspectors. All determinations by the inspectors and, if applicable, the
presiding officer, shall be subject to further review by any court of competent
jurisdiction.

                             ARTICLE II - DIRECTORS

     SECTION 1. POWERS.

     The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors except as otherwise provided by the
Certificate or required by law.

     SECTION 2. NUMBER AND TERMS.

     The number of directors of the Corporation shall be fixed solely and
exclusively by resolution duly adopted from time to time by the Board of
Directors. The directors shall hold office in the manner provided in the
Certificate.

     SECTION 3. QUALIFICATION.

     No director need be a stockholder of the Corporation.


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     SECTION 4. VACANCIES.

     Vacancies in the Board of Directors shall be filled in the manner provided
in the Certificate.

     SECTION 5. REMOVAL.

     Directors may be removed from office in the manner provided in the
Certificate.

     SECTION 6. RESIGNATION.

     A director may resign at any time by giving written notice to the Chairman
of the Board, if one is elected, the President or the Secretary. A resignation
shall be effective upon receipt, unless the resignation otherwise provides.

     SECTION 7. REGULAR MEETINGS.

     Regular meetings of the Board of Directors may be held at such hour, date
and place as the Board of Directors may by resolution from time to time
determine and publicize by means of reasonable notice given to any director who
is not present at the meeting at which such resolution is adopted.

     SECTION 8. SPECIAL MEETINGS.

     Special meetings of the Board of Directors may be called, orally or in
writing, by or at the request of a majority of the directors, the Chairman of
the Board, if one is elected, or the President. The person calling any such
special meeting of the Board of Directors may fix the hour, date and place
thereof.

     SECTION 9. NOTICE OF MEETINGS.

     Notice of the hour, date and place of all special meetings of the Board of
Directors shall be given to each director by the Secretary or an Assistant
Secretary, or in case of the death, absence, incapacity or refusal of such
persons, by the Chairman of the Board, if one is elected, or the President or
such other officer designated by the Chairman of the Board, if one is elected,
or the President. Notice of any special meeting of the Board of Directors shall
be given to each director in person, by telephone, or by facsimile, electronic
mail or other form of electronic communication, sent to his or her business or
home address, at least 24 hours in advance of the meeting, or by written notice
mailed to his or her business or home address, at least 48 hours in advance of
the meeting. Such notice shall be deemed to be delivered when hand delivered to
such address, read to such director by telephone, deposited in the mail so
addressed, with postage thereon prepaid if mailed, dispatched or transmitted if
faxed, telexed or telecopied, or when delivered to the telegraph company if sent
by telegram.

     A written waiver of notice signed before or after a meeting by a director
and filed with the records of the meeting shall be deemed to be equivalent to
notice of the meeting. The attendance


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of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
at the beginning of the meeting to the transaction of any business because such
meeting is not lawfully called or convened. Except as otherwise required by law,
by the Certificate or by these By-laws, neither the business to be transacted
at, nor the purpose of, any meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.

     SECTION 9. QUORUM.

     At any meeting of the Board of Directors, a majority of the total number of
directors shall constitute a quorum for the transaction of business, but if less
than a quorum is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time, and the meeting may be held as adjourned
without further notice, except as provided in Section 9 of this Article II. Any
business which might have been transacted at the meeting as originally noticed
may be transacted at such adjourned meeting at which a quorum is present. For
purposes of this section, the total number of directors includes any unfilled
vacancies on the Board of Directors.

     SECTION 10. ACTION AT MEETING.

     At any meeting of the Board of Directors at which a quorum is present, the
vote of a majority of the directors present shall constitute action by the Board
of Directors, unless otherwise required by law, by the Certificate or by these
By-laws.

     SECTION 11. ACTION BY CONSENT.

     Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if all members of the Board of
Directors consent thereto in writing. Such written consent shall be filed with
the records of the meetings of the Board of Directors and shall be treated for
all purposes as a vote at a meeting of the Board of Directors.

     SECTION 12. MANNER OF PARTICIPATION.

     Directors may participate in meetings of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
directors participating in the meeting can hear each other, and participation in
a meeting in accordance herewith shall constitute presence in person at such
meeting for purposes of these By-laws.

     SECTION 13. COMMITTEES.

     The Board of Directors, by vote of a majority of the directors then in
office, may elect from its number one or more committees, including, without
limitation, an Executive Committee, a Compensation Committee, a Stock Option
Committee and an Audit Committee, and may delegate thereto some or all of its
powers except those which by law, by the Certificate or by these By-laws may not
be delegated. Except as the Board of Directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the Board of Directors or in such rules, its business shall be
conducted so far as


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possible in the same manner as is provided by these By-laws for the Board of
Directors. All members of such committees shall hold such offices at the
pleasure of the Board of Directors. The Board of Directors may abolish any such
committee at any time. Any committee to which the Board of Directors delegates
any of its powers or duties shall keep records of its meetings and shall report
its action to the Board of Directors.

     SECTION 14. COMPENSATION OF DIRECTORS.

     Directors shall receive such compensation for their services as shall be
determined by a majority of the Board of Directors, or a designated compensation
committee thereof, provided that directors who are serving the Corporation as
employees and who receive compensation for their services as such, shall not
receive any salary or other compensation for their services as directors of the
Corporation.

                             ARTICLE III - OFFICERS

     SECTION 1. ENUMERATION.

     The officers of the Corporation shall consist of a President, a Treasurer,
a Secretary and such other officers, including, without limitation, a Chairman
of the Board of Directors, a Chief Executive Officer and one or more Vice
Presidents (including Executive Vice Presidents or Senior Vice Presidents),
Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as
the Board of Directors may determine.

     SECTION 2. ELECTION.

     At the regular annual meeting of the Board of Directors following the
Annual Meeting, the Board of Directors shall elect the President, the Treasurer
and the Secretary. Other officers may be elected by the Board of Directors at
such regular annual meeting of the Board of Directors or at any other regular or
special meeting.

     SECTION 3. QUALIFICATION.

     No officer need be a stockholder or a director. Any person may occupy more
than one office of the Corporation at any time. Any officer may be required by
the Board of Directors to give bond for the faithful performance of his or her
duties in such amount and with such sureties as the Board of Directors may
determine.

     SECTION 4. TENURE.

     Except as otherwise provided by the Certificate or by these Bylaws, each of
the officers of the Corporation shall hold office until the regular annual
meeting of the Board of Directors following the next Annual Meeting and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal.


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     SECTION 5. RESIGNATION.

     Any officer may resign by delivering his or her written resignation to the
Corporation addressed to the President or the Secretary, and such resignation
shall be effective upon receipt unless it is specified to be effective at some
other time or upon the happening of some other event.

     SECTION 6. REMOVAL.

     Except as otherwise provided by law, the Board of Directors may remove any
officer with or without cause by the affirmative vote of a majority of the
directors then in office.

     SECTION 7. ABSENCE OR DISABILITY.

     In the event of the absence or disability of any officer, the Board of
Directors may designate another officer to act temporarily in place of such
absent or disabled officer.

     SECTION 8. VACANCIES.

     Any vacancy in any office may be filled for the unexpired portion of the
term by the Board of Directors.

     SECTION 9. PRESIDENT.

     The President shall, subject to the direction of the Board of Directors,
have general supervision and control of the Corporation's business. If there is
no Chairman of the Board or if he or she is absent, the President shall preside,
when present, at all meetings of stockholders and of the Board of Directors. The
President shall have such other powers and perform such other duties as the
Board of Directors may from time to time designate.

     SECTION 10. CHAIRMAN OF THE BOARD.

     The Chairman of the Board, if one is elected, shall preside, when present,
at all meetings of the stockholders and of the Board of Directors. The Chairman
of the Board shall have such other powers and shall perform such other duties as
the Board of Directors may from time to time designate.

     SECTION 11. CHIEF EXECUTIVE OFFICER.

     The Chief Executive Officer, if one is elected, shall have such powers and
shall perform such duties as the Board of Directors may from time to time
designate.


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     SECTION 12. VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS.

     Any Vice President (including any Executive Vice President or Senior Vice
President) and any Assistant Vice President shall have such powers and shall
perform such duties as the Board of Directors or the Chief Executive Officer may
from time to time designate.

     SECTION 13. TREASURER AND ASSISTANT TREASURERS.

     The Treasurer shall, subject to the direction of the Board of Directors and
except as the Board of Directors or the Chief Executive Officer may otherwise
provide, have general charge of the financial affairs of the Corporation and
shall cause to be kept accurate books of account. The Treasurer shall have
custody of all funds, securities, and valuable documents of the Corporation. He
or she shall have such other duties and powers as may be designated from time to
time by the Board of Directors or the Chief Executive Officer.

     Any Assistant Treasurer shall have such powers and perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

     SECTION 14. SECRETARY AND ASSISTANT SECRETARIES.

     The Secretary shall record all the proceedings of the meetings of the
stockholders and the Board of Directors (including committees of the Board) in
books kept for that purpose. In his or her absence from any such meeting, a
temporary secretary chosen at the meeting shall record the proceedings thereof.
The Secretary shall have charge of the stock ledger (which may, however, be kept
by any transfer or other agent of the Corporation). The Secretary shall have
custody of the seal of the Corporation, and the Secretary, or an Assistant
Secretary, shall have authority to affix it to any instrument requiring it, and,
when so affixed, the seal may be attested by his or her signature or that of an
Assistant Secretary. The Secretary shall have such other duties and powers as
may be designated from time to time by the Board of Directors or the Chief
Executive Officer. In the absence of the Secretary, any Assistant Secretary may
perform his or her duties and responsibilities.

     Any Assistant Secretary shall have such powers and perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

     SECTION 15. OTHER POWERS AND DUTIES.

     Subject to these By-laws and to such limitations as the Board of Directors
may from time to time prescribe, the officers of the Corporation shall each have
such powers and duties as generally pertain to their respective offices, as well
as such powers and duties as from time to time may be conferred by the Board of
Directors or the Chief Executive Officer.


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                           ARTICLE IV - CAPITAL STOCK

     SECTION 1. CERTIFICATES OF STOCK.

     Each stockholder shall be entitled to a certificate of the capital stock of
the Corporation in such form as may from time to time be prescribed by the Board
of Directors. Such certificate shall be signed by the Chairman of the Board of
Directors, the President or a Vice President and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary. The Corporation
seal and the signatures by the Corporation's officers, the transfer agent or the
registrar may be facsimiles. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed on such 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 or she were such officer, transfer agent or registrar at the time of
its issue. Every certificate for shares of stock which are subject to any
restriction on transfer and every certificate issued when the Corporation is
authorized to issue more than one class or series of stock shall contain such
legend with respect thereto as is required by law.

     SECTION 2. TRANSFERS.

     Subject to any restrictions on transfer and unless otherwise provided by
the Board of Directors, shares of stock may be transferred only on the books of
the Corporation by the surrender to the Corporation or its transfer agent of the
certificate theretofore properly endorsed or accompanied by a written assignment
or power of attorney properly executed, with transfer stamps (if necessary)
affixed, and with such proof of the authenticity of signature as the Corporation
or its transfer agent may reasonably require.

     SECTION 3. RECORD HOLDERS.

     Except as may otherwise be required by law, by the Certificate or by these
By-laws, the Corporation shall be entitled to treat the record holder of stock
as shown on its books as the owner of such stock for all purposes, including the
payment of dividends and the right to vote with respect thereto, regardless of
any transfer, pledge or other disposition of such stock, until the shares have
been transferred on the books of the Corporation in accordance with the
requirements of these By-laws.

     SECTION 4. RECORD DATE.

     In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof
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 a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date: (a) in the case of
determination of stockholders entitled to vote at any meeting of stockholders,
shall, unless otherwise required by law, not be more than sixty nor less than
ten days before the date of such meeting and (b) in the case of any other
action, shall not be more


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<PAGE>


than sixty days prior to such other action. If no record date is fixed: (i) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is held
and (ii) the record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

     SECTION 5. REPLACEMENT OF CERTIFICATES.

         In case of the alleged loss, destruction or mutilation of a certificate
of stock, a duplicate certificate may be issued in place thereof, upon such
terms as the Board of Directors may prescribe.

                           ARTICLE V - INDEMNIFICATION

     SECTION 1. DEFINITIONS.

     For purposes of this Article:

                (a) "Corporate Status" describes the status of a person who
is serving or has served (i) as a Director of the Corporation, (ii) as an
Officer of the Corporation, or (iii) as a director, partner, trustee, officer,
employee or agent of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which such person is or was serving at
the request of the Corporation. For purposes of this Section 1(a), an Officer or
Director of the Corporation who is serving or has served as a director, partner,
trustee, officer, employee or agent of a Subsidiary shall be deemed to be
serving at the request of the Corporation;

                (b) "Director" means any person who serves or has served the
Corporation as a director on the Board of Directors of the Corporation;

                (c) "Disinterested Director" means, with respect to each
Proceeding in respect of which indemnification is sought hereunder, a Director
of the Corporation who is not and was not a party to such Proceeding;

                (d) "Expenses" means all reasonable attorneys' fees, retainers,
court costs, transcript costs, fees of expert witnesses, private investigators
and professional advisors (including, without limitation, accountants and
investment bankers), travel expenses, duplicating costs, printing and binding
costs, costs of preparation of demonstrative evidence and other courtroom
presentation aids and devices, costs incurred in connection with document
review, organization, imaging and computerization, telephone charges, postage,
delivery service fees, and all other disbursements, costs or expenses of the
type customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, being or preparing to be a witness in,
settling or otherwise participating in, a Proceeding;

                (e) "Non-Officer Employee" means any person who serves or has
served as an employee or agent of the Corporation but who is not or was not a
Director or Officer;


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                (f) "Officer" means any person who serves or has served the
Corporation as an officer appointed by the Board of Directors of the
Corporation;

                (g) "Proceeding" means any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism, inquiry,
investigation, administrative hearing or other proceeding, whether civil,
criminal, administrative, arbitrative or investigative; and

                (h) "Subsidiary" shall mean any corporation, partnership,
limited liability company, joint venture, trust or other entity of which the
Corporation owns (either directly or through or together with another Subsidiary
of the Corporation) either (i) a general partner, managing member or other
similar interest or (ii) (A) 50% or more of the voting power of the voting
capital equity interests of such corporation, partnership, limited liability
company, joint venture or other entity, or (B) 50% or more of the outstanding
voting capital stock or other voting equity interests of such corporation,
partnership, limited liability company, joint venture or other entity.

     SECTION 2. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Subject to the operation of Section 4 of this Article V of these By-laws,
each Director and Officer shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment) against any and all Expenses, judgments, penalties, fines and
amounts reasonably paid in settlement that are incurred by such Director or
Officer or on such Director's or Officer's behalf in connection with any
threatened, pending or completed Proceeding or any claim, issue or matter
therein, which such Director or Officer is, or is threatened to be made, a party
to or participant in by reason of such Director's or Officer's Corporate Status,
if such Director or Officer acted in good faith and in a manner such Director or
Officer reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The rights of indemnification
provided by this Section 2 shall continue as to a Director or Officer after he
or she has ceased to be a Director or Officer and shall inure to the benefit of
his or her heirs, executors, administrators and personal representatives.
Notwithstanding the foregoing, the Corporation shall indemnify any Director or
Officer seeking indemnification in connection with a Proceeding initiated by
such Director or Officer only if such Proceeding was authorized by the Board of
Directors of the Corporation, unless such Proceeding was brought to enforce an
Officer or Director's rights to Indemnification or, in the case of Directors,
advancement of Expenses under these By-laws in accordance with the provisions
set forth herein.

     SECTION 3. INDEMNIFICATION OF NON-OFFICER EMPLOYEES.

     Subject to the operation of Section 4 of this Article V of these By-laws,
each Non-Officer Employee may, in the discretion of the Board of Directors of
the Corporation, be indemnified by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter


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<PAGE>


be amended, against any or all Expenses, judgments, penalties, fines and amounts
reasonably paid in settlement that are incurred by such Non-Officer Employee or
on such Non-Officer Employee's behalf in connection with any threatened, pending
or completed Proceeding, or any claim, issue or matter therein, which such
Non-Officer Employee is, or is threatened to be made, a party to or participant
in by reason of such Non-Officer Employee's Corporate Status, if such
Non-Officer Employee acted in good faith and in a manner such Non-Officer
Employee reasonably believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The rights of indemnification
provided by this Section 3 shall exist as to a Non- Officer Employee after he or
she has ceased to be a Non-Officer Employee and shall inure to the benefit of
his or her heirs, personal representatives, executors and administrators.
Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer
Employee seeking indemnification in connection with a Proceeding initiated by
such Non-Officer Employee only if such Proceeding was authorized by the Board of
Directors of the Corporation.

     SECTION 4. GOOD FAITH.

     Unless ordered by a court, no indemnification shall be provided pursuant to
this Article V to a Director, to an Officer or to a Non-Officer Employee unless
a determination shall have been made that such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal Proceeding, such
person had no reasonable cause to believe his or her conduct was unlawful. Such
determination shall be made by (a) a majority vote of the Disinterested
Directors, even though less than a quorum of the Board of Directors, (b) a
committee comprised of Disinterested Directors, such committee having been
designated by a majority vote of the Disinterested Directors (even though less
than a quorum), (c) if there are no such Disinterested Directors, or if a
majority of Disinterested Directors so directs, by independent legal counsel in
a written opinion, or (d) by the stockholders of the Corporation.

     SECTION 5. ADVANCEMENT OF EXPENSES TO DIRECTORS PRIOR TO FINAL DISPOSITION.

                (a) The Corporation shall advance all Expenses incurred by or on
behalf of any Director in connection with any Proceeding in which such Director
is involved by reason of such Director's Corporate Status within ten (10) days
after the receipt by the Corporation of a written statement from such Director
requesting such advance or advances from time to time, whether prior to or after
final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the Expenses incurred by such Director and shall be preceded
or accompanied by an undertaking by or on behalf of such Director to repay any
Expenses so advanced if it shall ultimately be determined that such Director is
not entitled to be indemnified against such Expenses.

                (b) If a claim for advancement of Expenses hereunder by a
Director is not paid in full by the Corporation within 10 days after receipt by
the Corporation of documentation of Expenses and the required undertaking, such
Director may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and if successful in whole or


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<PAGE>


in part, such Director shall also be entitled to be paid the expenses of
prosecuting such claim. The failure of the Corporation (including its Board of
Directors or any committee thereof, independent legal counsel, or stockholders)
to make a determination concerning the permissibility of such advancement of
Expenses under this Article V shall not be a defense to the action and shall not
create a presumption that such advancement is not permissible. The burden of
proving that a Director is not entitled to an advancement of expenses shall be
on the Corporation.

                (c) In any suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final adjudication that the
Director has not met any applicable standard for indemnification set forth in
the DGCL.

     SECTION 6. ADVANCEMENT OF EXPENSES TO OFFICERS AND NON-OFFICER EMPLOYEES
                PRIOR TO FINAL DISPOSITION.

                (a) The Corporation may, at the discretion of the Board of
Directors of the Corporation, advance any or all Expenses incurred by or on
behalf of any Officer and Non- Officer Employee in connection with any
Proceeding in which such is involved by reason of the Corporate Status of such
Officer or Non-Officer Employee upon the receipt by the Corporation of a
statement or statements from such Officer or Non-Officer Employee requesting
such advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably
evidence the Expenses incurred by such Officer and Non-Officer Employee and
shall be preceded or accompanied by an undertaking by or on behalf of such to
repay any Expenses so advanced if it shall ultimately be determined that such
Officer or Non-Officer Employee is not entitled to be indemnified against such
Expenses.

                (b) In any suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final adjudication that the
Officer or Non-Officer Employee has not met any applicable standard for
indemnification set forth in the DGCL.

     SECTION 7. CONTRACTUAL NATURE OF RIGHTS.

                (a) The foregoing provisions of this Article V shall be deemed
to be a contract between the Corporation and each Director and Officer entitled
to the benefits hereof at any time while this Article V 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
Proceeding theretofore or thereafter brought based in whole or in part upon any
such state of facts.

                (b) If a claim for indemnification of Expenses hereunder by a
Director or Officer is not paid in full by the Corporation within 60 days after
receipt by the Corporation of a written claim for indemnification, such Director
or Officer may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim, and if successful in whole or


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<PAGE>


in part, such Director or Officer shall also be entitled to be paid the expenses
of prosecuting such claim. The failure of the Corporation (including its Board
of Directors or any committee thereof, independent legal counsel, or
stockholders) to make a determination concerning the permissibility of such
indemnification under this Article V shall not be a defense to the action and
shall not create a presumption that such indemnification is not permissible. The
burden of proving that a Director or Officer is not entitled to indemnification
shall be on the Corporation.

                (c) In any suit brought by a Director or Officer to enforce a
right to indemnification hereunder, it shall be a defense that such Director or
Officer has not met any applicable standard for indemnification set forth in the
DGCL.

     SECTION 8. NON-EXCLUSIVITY OF RIGHTS.

     The rights to indemnification and advancement of Expenses set forth in this
Article V shall not be exclusive of any other right which any Director, Officer,
or Non-Officer Employee may have or hereafter acquire under any statute,
provision of the Certificate or these By-laws, agreement, vote of stockholders
or Disinterested Directors or otherwise.

     SECTION 9. INSURANCE.

     The Corporation may maintain insurance, at its expense, to protect itself
and any Director, Officer or Non-Officer Employee against any liability of any
character asserted against or incurred by the Corporation or any such Director,
Officer or Non-Officer Employee, or arising out of any such person's Corporate
Status, whether or not the Corporation would have the power to indemnify such
person against such liability under the DGCL or the provisions of this Article
V.

                      ARTICLE VI - MISCELLANEOUS PROVISIONS

     SECTION 1. FISCAL YEAR.

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

     SECTION 2. SEAL.

     The Board of Directors shall have power to adopt and alter the seal of the
Corporation.

     SECTION 3. EXECUTION OF INSTRUMENTS.

     All deeds, leases, transfers, contracts, bonds, notes and other obligations
to be entered into by the Corporation in the ordinary course of its business
without director action may be executed on behalf of the Corporation by the
Chairman of the Board, if one is elected, the President or the Treasurer or any
other officer, employee or agent of the Corporation as the Board of Directors or
Executive Committee may authorize.


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<PAGE>


     SECTION 4. VOTING OF SECURITIES.

     Unless the Board of Directors otherwise provides, the Chairman of the
Board, if one is elected, the President or the Treasurer may waive notice of and
act on behalf of this Corporation, or appoint another person or persons to act
as proxy or attorney in fact for this Corporation with or without discretionary
power and/or power of substitution, at any meeting of stockholders or
shareholders of any other corporation or organization, any of whose securities
are held by this Corporation.

     SECTION 5. RESIDENT AGENT.

     The Board of Directors may appoint a resident agent upon whom legal process
may be served in any action or proceeding against the Corporation.

     SECTION 6. CORPORATE RECORDS.

     The original or attested copies of the Certificate, By-laws and records of
all meetings of the incorporators, stockholders and the Board of Directors and
the stock transfer books, which shall contain the names of all stockholders,
their record addresses and the amount of stock held by each, may be kept outside
the State of Delaware and shall be kept at the principal office of the
Corporation, at the office of its counsel or at an office of its transfer agent
or at such other place or places as may be designated from time to time by the
Board of Directors.

     SECTION 7. CERTIFICATE.

     All references in these By-laws to the Certificate shall be deemed to refer
to the Amended and Restated Certificate of Incorporation of the Corporation, as
amended and in effect from time to time.

     SECTION 8. AMENDMENT OF BY-LAWS.

                (a) AMENDMENT BY DIRECTORS. Except as provided otherwise by law,
these By-laws may be amended or repealed by the Board of Directors by the
affirmative vote of a majority of the directors then in office.

                (b) AMENDMENT BY STOCKHOLDERS. These By-laws may be amended or
repealed at any Annual Meeting, or special meeting of stockholders called for
such purpose, by the affirmative vote of at least 75% of the shares present in
person or represented by proxy at such meeting and entitled to vote on such
amendment or repeal, voting together as a single class; provided, however, that
if the Board of Directors recommends that stockholders approve such amendment or
repeal at such meeting of stockholders, such amendment or repeal shall only
require the affirmative vote of the majority of the shares present in person or
represented by proxy at such meeting and entitled to vote on such amendment or
repeal, voting together as a single class. Notwithstanding the foregoing,
stockholder approval shall not be required unless mandated by the Certificate,
these By-laws, or other applicable law.


Adopted February 8, 2000 and effective as of March 17, 2000.



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