<PAGE>

                                                                     EXHIBIT 3.2

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                          THE MIIX GROUP, INCORPORATED





                                     BY-LAWS







                         AS ADOPTED ON OCTOBER 15, 1997
                        AND AMENDED ON FEBRUARY 21, 2001,
                                 MARCH 21, 2001,
                               APRIL 16, 2001, AND
                                   MAY 3, 2001
                                FEBRUARY 20, 2002




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<PAGE>

                          THE MIIX GROUP, INCORPORATED
                                     BY-LAWS
                                TABLE OF CONTENTS

ARTICLE I STOCKHOLDERS.........................................................1
   SECTION 1.01.     ANNUAL MEETINGS...........................................1
   SECTION 1.02.     SPECIAL MEETINGS..........................................1
   SECTION 1.03.     NOTICE OF MEETINGS; WAIVER................................1
   SECTION 1.04.      QUORUM...................................................2
   SECTION 1.05.      VOTING...................................................2
   SECTION 1.06.      VOTING BY BALLOT.........................................2
   SECTION 1.07.      ADJOURNMENT..............................................2
   SECTION 1.08.      PROXIES..................................................2
   SECTION 1.09.      NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS...........3
   SECTION 1.10.      ORGANIZATION; PROCEDURE..................................5
   SECTION 1.11.      INSPECTORS OF ELECTIONS..................................5
   SECTION 1.12.       OPENING AND CLOSING OF POLLS............................6
   SECTION 1.13.      NO STOCKHOLDER ACTION BY WRITTEN CONSENT.................6

ARTICLE II BOARD OF DIRECTORS..................................................6
   SECTION 2.01.      GENERAL POWERS...........................................6
   SECTION 2.02.      NUMBER AND TERM OF OFFICE................................6
   SECTION 2.03.      ELECTION OF DIRECTORS....................................6
   SECTION 2.04.      ANNUAL AND REGULAR MEETINGS..............................7
   SECTION 2.05.      SPECIAL MEETINGS; NOTICE.................................7
   SECTION 2.06.      QUORUM; VOTING...........................................7
   SECTION 2.07.      ADJOURNMENT..............................................7
   SECTION 2.08.      ACTION WITHOUT A MEETING.................................7
   SECTION 2.09.      REGULATIONS MANNER OF ACTING.............................8
   SECTION 2.10.      ACTION BY TELEPHONIC COMMUNICATIONS......................8
   SECTION 2.11.      RESIGNATIONS.............................................8
   SECTION 2.12.      REMOVAL OF DIRECTORS.....................................8
   SECTION 2.13.      VACANCIES AND NEWLY CREATED DIRECTORSHIPS................8
   SECTION 2.14.      COMPENSATION.............................................8
   SECTION 2.15.      RELIANCE ON ACCOUNTS AND REPORTS, ETC....................8

ARTICLE III EXECUTIVE COMMITTEE AND OTHER COMMITTEES...........................9
   SECTION 3.01.      COMMITTEES OF DIRECTORS..................................9
   SECTION 3.02.      OTHER COMMITTEES.........................................9
   SECTION 3.03.      POWERS..................................................10
   SECTION 3.04.      PROCEEDINGS.............................................10
   SECTION 3.05.      QUORUM AND MANNER OF ACTING.............................10
   SECTION 3.06.      ACTION BY TELEPHONIC COMMUNICATIONS.....................11
   SECTION 3.07.      ABSENT OR DISQUALIFIED MEMBERS..........................11
   SECTION 3.08.      RESIGNATIONS............................................11
   SECTION 3.09.      REMOVAL.................................................11
   SECTION 3.10.      VACANCIES...............................................11

ARTICLE IV OFFICERS...........................................................11
   SECTION 4.01.      NUMBER..................................................11
   SECTION 4.03.      COMPENSATION............................................11
   SECTION 4.04.      REMOVAL AND RESIGNATION; VACANCIES......................12
   SECTION 4.05.      AUTHORITY AND DUTIES OF OFFICERS........................12
   SECTION 4.06.      CHAIRMAN OF THE BOARD...................................12
   SECTION 4.07.      VICE CHAIRMAN OF THE BOARD..............................12
   SECTION 4.08.      THE PRESIDENT...........................................12
   SECTION 4.09.      VICE PRESIDENTS.........................................12
   SECTION 4.10.      THE SECRETARY...........................................12
   SECTION 4.11.      TREASURER...............................................13
   SECTION 4.12.      ADDITIONAL OFFICERS.....................................13
   SECTION 4.13.      SECURITY................................................13

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                            <C>
ARTICLE V CAPITAL STOCK.........................................................14
   SECTION 5.01.      CERTIFICATES OF STOCK, UNCERTIFICATED SHARES..............14
   SECTION 5.02.      SIGNATURES; FACSIMILE.....................................14
   SECTION 5.03.      LOST, STOLEN OR DESTROYED CERTIFICATES....................14
   SECTION 5.04.      TRANSFER OF STOCK.........................................14
   SECTION 5.05.      RECORD DATE...............................................15
   SECTION 5.06.      REGISTERED STOCKHOLDERS...................................15
   SECTION 5.07.      TRANSFER AGENT AND REGISTRAR..............................15

ARTICLE VI INDEMNIFICATION......................................................16
   SECTION 6.01.      NATURE OF INDEMNITY.......................................16
   SECTION 6.02.      SUCCESSFUL DEFENSE........................................16
   SECTION 6.03.      DETERMINATION THAT INDEMNIFICATION IS PROPER..............17
   SECTION 6.04.      ADVANCE PAYMENT OF EXPENSES...............................17
   SECTION 6.05.      PROCEDURE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS...17
   SECTION 6.06.      SURVIVAL; PRESERVATION OF OTHER RIGHTS....................18
   SECTION 6.07.      INSURANCE.................................................18
   SECTION 6.08.      SEVERABILITY..............................................18

ARTICLE VII OFFICES.............................................................18
   SECTION 7.01.      REGISTERED OFFICE.........................................18
   SECTION 7.02.      OTHER OFFICES.............................................18

ARTICLE VIII GENERAL PROVISIONS.................................................19
   SECTION 8.01.      DIVIDENDS.................................................19
   SECTION 8.02.      RESERVES..................................................19
   SECTION 8.03.      EXECUTION OF INSTRUMENTS..................................19
   SECTION 8.04.      CORPORATE INDEBTEDNESS....................................19
   SECTION 8.05.      DEPOSITS..................................................20
   SECTION 8.06.      CHECKS....................................................20
   SECTION 8.07.      SALE, TRANSFER, ETC., OF SECURITIES.......................20
   SECTION 8.08.      VOTING AS STOCKHOLDER.....................................20
   SECTION 8.09.      FISCAL YEAR...............................................20
   SECTION 8.10.      SEAL......................................................20
   SECTION 8.11.      BOOKS AND RECORDS; INSPECTION.............................20

ARTICLE IX AMENDMENT OF BY-LAWS.................................................21
   SECTION 9.01.      AMENDMENT.................................................21

ARTICLE X CONSTRUCTION..........................................................21
   SECTION 10.01.    CONSTRUCTION...............................................21

</TABLE>

<PAGE>

                          THE MIIX GROUP, INCORPORATED

                                     BY-LAWS

                         As adopted on October 15, 1997
                        and amended on February 21, 2001,
                                 March 21, 2001,
                               April 16, 2001; and
                                   May 3, 2001

                                    ARTICLE I

                                  STOCKHOLDERS

Section 1.01.      ANNUAL MEETINGS
         The annual meeting of the stockholders of the Corporation for the
election of Directors and for the transaction of such other business as properly
may come before such meeting shall be held at such place, date and hour as
designated by the Board of Directors and set forth in the notice or waiver of
notice of the meeting.
[Sections 211(a), (b).]1

Section 1.02.      SPECIAL MEETINGS
         Special meetings of the stockholders may be called at any time by the
Chief Executive Officer (or, in the event of his or her absence or disability,
by any Vice President) or by the Chairman or Vice Chairman of the Board of
Directors. A special meeting shall be called by the Chief Executive Officer (or,
in the event of his or her absence or disability, by any Vice President) or, by
the Chairman or Vice Chairman of the Board of Directors pursuant to a resolution
approved by a majority of the entire Board of Directors. Such special meetings
of the stockholders shall be held at such places, within or without the State of
Delaware, as shall be specified in the respective notices or waivers of notice
thereof. Except as expressly provided in this By-law, any power of the
stockholders of the Corporation to call a special meeting is specifically
denied. [Section 211(d).]

Section 1.03.      NOTICE OF MEETINGS; WAIVER
         The Secretary or any Assistant Secretary shall cause written notice of
the place, date and hour of each meeting of the stockholders, and, in the case
of a special meeting, the purpose or purposes for which such meeting is called,
to be given personally or by mail, not less than ten nor more than sixty days
prior to the meeting, to each stockholder of record entitled to vote at such
meeting. If such notice is mailed, it shall be deemed to have been given to a
stockholder when deposited in the United States mail, postage prepaid, directed
to the stockholder at his or her address as it appears on the record of
stockholders of the Corporation, or, if he or she shall have filed with the
Secretary of the Corporation a written request that notices to him or her be
mailed to some other address, then directed to him or her at such other address.
Such further notice shall be given as may be required by law.

         No notice of any meeting of stockholders need be given to any
stockholder who submits a signed waiver of notice, whether before or after the
meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in a written
waiver of notice. The attendance of any stockholder at a meeting of stockholders
shall constitute a waiver of notice of such meeting except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting to the transaction of any business on the ground that the meeting is not
lawfully called or convened. [Sections 222.229.]




-----------------------------------------------
1. Section references in brackets refer to sections of the Delware General
Corporation Law.
<PAGE>

BY-LAWS OF
The MIIX Group, Inc.


Section 1.04.      QUORUM
         Except as otherwise required by law or by the Certificate of
Incorporation, the presence in person or by proxy of the holders of record of
one-third of the shares entitled to vote at a meeting of stockholders shall
constitute a quorum for the transaction of business at such meeting. [Section
216.]

Section 1.05.      VOTING
         If pursuant to Section 5.05 of these By-laws, a record date has been
fixed, every holder of record of shares entitled to vote at a meeting of
stockholders shall be entitled to one vote for each share outstanding in his or
her name on the books of the Corporation at the close of business on such record
date. If no record date has been fixed, then every holder of record of shares
entitled to vote at a meeting of stockholders shall be entitled to one vote for
each share of stock standing in his or her name on the books of the Corporation
at the close of business on the day next preceding the day on which notice of
the meeting 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. Except as otherwise
required by law or by the Certificate of Incorporation or by these By-laws, the
vote of a majority of the shares represented in person or by proxy at any
meeting at which a quorum is present shall be sufficient for the transaction of
any business at such meeting. [Sections 212(a), 216.]

Section 1.06.      VOTING BY BALLOT
         No vote of the stockholders need be taken by written ballot unless
otherwise required by law. Any vote which need not be taken by ballot may be
conducted in any manner approved by the meeting.

Section 1.07.      ADJOURNMENT
         If a quorum is not present at any meeting of the stockholders, the
stockholders present in person or by proxy shall have the power to adjourn any
such meeting from time to time until a quorum is present. Notice of any
adjourned meeting of the stockholders of the Corporation need not be given if
the place, date and hour thereof are announced at the meeting at which the
adjournment is taken, provided, however, that if the adjournment is for more
than thirty days, or if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 5.05 of these By-laws, a notice
of the adjourned meeting, conforming to the requirements of Section 1.03 of
these By-laws, shall be given to each stockholder of record entitled to vote at
such meeting. At any adjourned meeting at which a quorum is present any business
may be transacted that might have been transacted on the original date of the
meeting. [Section 222(c).]

Section 1.08.      PROXIES
         Any stockholder entitled to vote at any meeting of the stockholders or
to express consent to or dissent from corporate action in writing without a
meeting may authorize another person or persons to vote at any such meeting and
express such consent or dissent for him or her by proxy. A stockholder may
authorize a valid proxy by written instrument or by electronic, telephonic or
computerized (including via the Internet) transmission to the person designated
as the holder of the proxy, a proxy solicitation firm or a like authorized
agent. No such proxy shall be voted or acted upon after the expiration of three
years from the date of such proxy, unless such proxy provides for a longer
period. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases where applicable law provides that a proxy
shall be irrevocable. A stockholder may revoke any proxy, which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or by filing another duly executed
proxy bearing a later date with the Secretary. Proxies by telegram cablegram or
other electronic transmission must either set forth or be submitted with
information from which it can be determined that the telegram, cablegram, or
other electronic transmission was authorized by the stockholder. Any copy,
facsimile telecommunication or other reliable reproduction of a writing or
transmission created pursuant to this section may be substituted or used in lieu
of the original writing or transmission for any and all purposes for which the

                                                                               2

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BY-LAWS OF
The MIIX Group, Inc.

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. [Sections 212(b),
(c), (d), (e).]

Section 1.09.     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 of
         stockholders (a) by or at the direction of the Board of Directors or
         the Chairman of the Board, or (b) by any stockholder of the Corporation
         who is entitled to vote at the meeting, who complies with the notice
         procedures set forth in clauses (2) and (3) of this paragraph and who
         was a stockholder of record at the time such notice is delivered to the
         Secretary of the Corporation.

                  (2)   For nominations or other business to be properly brought
         before an annual meeting by a stockholder, pursuant to clause (b) of
         paragraph (A)(1) of this By-law, the 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 less than ninety
         days nor more than one hundred and twenty days prior to the first
         anniversary of the preceding year's annual meeting; provided, that if
         the date of the annual meeting is advanced by more than twenty days or
         delayed by more than seventy days from such anniversary date, notice by
         the stockholder to be timely must be so delivered not earlier than one
         hundred and twenty days prior to such annual meeting and not later than
         the close of business on the later of the ninetieth day prior to such
         annual meeting or the tenth day following the day on which public
         announcement of the date of such meeting is first made. For purposes of
         determining whether a stockholder's notice shall have been delivered in
         a timely manner for the annual meeting of stockholders the "first
         anniversary of the preceding year's annual meeting" shall be deemed to
         be October 15, 1997. In no event shall the adjournment of an annual
         meeting commence a new time period for the giving of a stockholder's
         notice as described above. 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 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 and
         any material interest in such business of such stockholder and of any
         beneficial owner on whose behalf the proposal is made; and (c) as to
         the stockholder giving the notice and any beneficial owner 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

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BY-LAWS OF
The MIIX Group, Inc.


                   (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
            one hundred days prior to the first anniversary of the preceding
            year's annual meeting, a stockholder's notice under this paragraph
            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 tenth day
            following the day on which such public announcement is first made by
            the Corporation.

            (B)    SPECIAL MEETINGS OF STOCKHOLDERS Only such business as shall
            have been brought before the special meeting of the stockholders
            pursuant to the Corporation's notice of meeting pursuant to Section
            1.03 of these By-laws shall be conducted at such meeting.
            Nominations of persons for election to the Board of Directors may be
            made at a special meeting of stockholders at which Directors are to
            be elected pursuant to the Corporation's notice of meeting (i) by or
            at the direction of the Board of Directors or (ii) by any
            stockholder of the Corporation who is entitled to vote at the
            meeting, who complies with the notice procedures set forth in this
            By-law and who is a stockholder of record at the time such notice is
            delivered to the Secretary of the Corporation. Nominations by
            stockholders of persons for election to the Board of Directors may
            be made at such special meeting of stockholders if the stockholder's
            notice as required by paragraph (A)(2) of this By-law shall be
            delivered to the Secretary at the principal executive offices of the
            Corporation not earlier than the one hundred and twentieth day prior
            to such special meeting and not later than the close of business on
            the later of the ninetieth day prior to such special meeting or the
            tenth day following the day on which public announcement is first
            made of the date of the special meeting and of the nominees proposed
            by the Board of Directors to be elected at such meeting. In no event
            shall the adjournment of a special meeting commence a new time
            period for the giving of a stockholder's notice as described above.

            (C)    GENERAL
                   (1) Only persons who are nominated in accordance with the
            procedures set forth in this By-law shall be eligible to serve as
            Directors and only such business shall be conducted at a meeting of
            stockholders as shall have been brought before the meeting in
            accordance with the procedures set forth in this By-law. Except as
            otherwise provided by law, the Certificate of Incorporation or these
            By-laws, the Chairman of the meeting shall have the power and duty
            to determine whether a nomination or any business proposed to be
            brought before the meeting was made in accordance with the
            procedures set forth in this By-law and, if any proposed nomination
            or business is not in compliance with this By-law, to declare that
            such defective proposal or nomination shall be disregarded.

                   (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.


                                                                               4

<PAGE>

BY-LAWS OF
The MIIX Group, Inc.


                   (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 (a) of
            stockholders to request inclusion of proposals in the Corporation's
            proxy statement pursuant to Rule 14a-8 under the Exchange Act, or
            (b) of the holders of any series of Preferred Stock, if any, to
            elect Directors if so provided under any applicable Preferred Stock
            Certificate of Designation (as defined in the Certificate of
            Incorporation).

Section 1.10.      ORGANIZATION; PROCEDURE
            At every meeting of stockholders the presiding officer shall be the
Chairman of the Board or, in the event of his or her absence or disability, the
Vice Chairman of the Board. The Secretary, or in the event of his or her absence
or disability, the Assistant Secretary, if any, or if there be no Assistant
Secretary, in the absence of the Secretary, an appointee of the presiding
officer, shall act as Secretary of the meeting. The order of business and all
other matters of procedure at every meeting of stockholders may be determined by
such presiding officer.

Section 1.11.      INSPECTORS OF ELECTIONS
            Preceding any meeting of the stockholders, the Board of Directors
shall appoint one or more persons to act as Inspectors of Elections, and may
designate one or more alternate inspectors. In the event no inspector or
alternate is able to act, the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting. Each inspector, before entering upon
the discharge of the duties of an inspector, 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 inspector shall:

            (a)   ascertain the number of shares outstanding and the voting
                  power of each;
            (b)   determine the shares represented at a meeting and the validity
                  of proxies and ballots;
            (c)   count all votes and ballots;
            (d)   determine and retain for a reasonable period a record of the
                  disposition of any challenges made to any determination by the
                  inspectors; and
            (e)   certify his or her determination of the number of shares
                  represented at the meeting, and his or her count of all votes
                  and ballots.

            The inspector may appoint or retain other persons or entities to
assist in the performance of the duties of inspector.

            When determining the shares represented and the validity of proxies
and ballots, the inspector shall be limited to an examination of the proxies,
any envelopes submitted with those proxies, any information provided in
accordance with Section 1.08 of these By-laws, ballots and the regular books and
records of the Corporation. The inspector may consider other reliable
information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks, brokers or their nominees or a similar person which
represent more votes than the holder of a proxy is authorized by the record
owner to cast or more votes than the stockholder holds of record. If the
inspector considers other reliable information as outlined in this section, the
inspector, at the time of his or her certification pursuant to (e) of this
section, shall specify the precise information considered, the person or persons
from whom the information was obtained, when this information was obtained, the
means by which the information was obtained, and the basis for the inspector's
belief that such information is accurate and reliable. [Sections 231 (a), (b),
(d).]


                                                                               5

<PAGE>

BY-LAWS OF
The MIIX Group, Inc.


Section 1.12.      OPENING AND CLOSING OF POLLS
         The date and time for the opening and the closing of the polls for each
matter to be voted upon at a stockholder meeting shall be announced at the
meeting. The inspector of the election shall be prohibited from accepting any
ballots, proxies or votes or any revocations thereof or changes thereto after
the closing of the polls, unless the Court of Chancery upon application by a
stockholder shall determine otherwise. [Section 231 (c).]

Section 1.13.      NO STOCKHOLDER ACTION BY WRITTEN CONSENT
         Effective as of the time the Common Stock shall be registered pursuant
to the provisions of the Exchange Act, any action required or permitted to be
taken by the stockholders of the Corporation must be effected at a duly called
annual or special meeting of the stockholders of the Corporation, and the
ability of the stockholders to consent in writing to the taking of any action is
specifically denied.

                                   ARTICLE II

                               BOARD OF DIRECTORS

Section 2.01.      GENERAL POWERS
         Except as may otherwise be provided by law, by the Certificate of
Incorporation or by these By-laws, the property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of Directors
and the Board of Directors may exercise all the powers of the Corporation.
[Section 141(a).]

Section 2.02.      NUMBER AND TERM OF OFFICE
         Subject to the rights of the holders of any series of Preferred Stock,
if any, the number of Directors shall be fixed from time to time exclusively
pursuant to a resolution adopted by a majority of the entire Board, but shall
consist of not less than seven (7) Directors nor more than ten (10) Directors.
The Directors, other than those who may be elected by the holders of any series
of Preferred Stock, if any, shall be divided into three classes, designated
Classes I, II and III, which shall be as nearly equal in number as possible.
Directors of Class I shall be elected to hold office for a term expiring at the
annual meeting of stockholders to be held in 1999, Directors of Class II shall
be elected to hold office for a term expiring at the annual meeting of
stockholders to be held in 2000 and Directors of Class III shall be elected to
hold office for a term expiring at the annual meeting of stockholders to be held
in 2001. At each succeeding annual meeting of stockholders following such
initial classification and election, the respective successors of each class
shall be elected for three-year terms. Each Director (whenever elected) shall
hold office until his or her successor has been duly elected and qualified, or
until his or her earlier death, resignation or removal, except that each
Director who attains retirement age as determined by the Board of Directors
during the term for which elected shall hold office only until the next annual
meeting of stockholders following attainment of retirement age, at which time a
person may be elected as Director to complete the unexpired term of office, if
any, for which the Director attaining retirement age had been elected. [Section
141(b).]

Section 2.03.      ELECTION OF DIRECTORS
         Except as otherwise provided in Sections 2.12 and 2.13 of these
By-laws, the Directors shall be elected at each annual meeting of the
stockholders. If the annual meeting for the election of Directors is not held on
the date designated therefor, the Directors shall cause the meeting to be held
as soon thereafter as convenient. At each meeting of the stockholders for the
election of Directors, provided a quorum is present, the Directors shall be
elected by a plurality of the votes validly cast in such election. [Sections
211(b), (c), 216.]

                                                                               6

<PAGE>

BY-LAWS OF
The MIIX Group, Inc.


Section 2.04.      ANNUAL AND REGULAR MEETINGS
         The annual meeting of the Board of Directors for the purpose of
electing officers and for the transaction of such other business as may come
before the meeting shall be held as soon as possible following adjournment of
the annual meeting of the stockholders at the place of such annual meeting of
the stockholders. Notice of such annual meeting of the Board of Directors need
not be given. The Board of Directors from time to time may by resolution provide
for the holding of regular meetings and fix the place (which may be within or
without the State of Delaware) and the date and hour of such meetings. Notice of
regular meetings need not be given, provided, however, that if the Board of
Directors shall fix or change the time or place of any regular meeting, notice
of such action shall be mailed promptly, or sent by telephone, including a voice
messaging system or other system or technology designed to record and
communicate messages, telegraph, facsimile, electronic mail or other electronic
means to each Director who shall not have been present at the meeting at which
such action was taken, addressed to him or her at his or her usual place of
business, or shall be delivered to him or her personally. Notice of such action
need not be given to any Director who attends the first regular meeting after
such action is taken without protesting the lack of notice to him or her, prior
to or at the commencement of such meeting, or to any Director who submits a
signed waiver of notice, whether before or after such meeting.
[Section 141(g).]

Section 2.05.      SPECIAL MEETINGS; NOTICE
         Special meetings of the Board of Directors shall be held whenever
called by the Chief Executive Officer (or, in the event of his or her absence or
disability, by any Vice President), or by the Chairman or Vice Chairman of the
Board of Directors at such place (within or without the State of Delaware), date
and hour as may be specified in the respective notices or waivers of notice of
such meetings. Special meetings of the Board of Directors may be called on
twenty-four hours' notice, if notice is given to each Director personally or by
telephone, including a voice messaging system or other system or technology
designed to record and communicate messages, telegraph, facsimile, electronic
mail or other electronic means, or on five days' notice, if notice is mailed to
each Director, addressed to him or her at his or her usual place of business.
Notice of any special meeting need not be given to any Director who attends such
meeting without protesting the lack of notice to him or her, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver of
notice, whether before or after such meeting, and any business may be transacted
thereat. [Sections 141(g), 229.]

Section 2.06.      QUORUM; VOTING
          At all meetings of the Board of Directors, the presence of a majority
of the total number of Directors then in office shall constitute a quorum for
the transaction of business. Except as otherwise required by law, the vote of a
majority of the Directors present in person at any meeting at which a quorum is
present shall be the act of the Board of Directors. [Section 141(b).]

Section 2.07.      ADJOURNMENT
          A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting of the Board of Directors to another time or
place. No notice need be given of any adjourned meeting unless the time and
place of the adjourned meeting are not announced at the time of adjournment, in
which case notice conforming to the requirements of Section 2.05 of these
By-laws shall be given to each Director.

Section 2.08.      ACTION WITHOUT A MEETING
          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, and such writing or writings are filed
with the minutes of proceedings of the Board of Directors. [Section 141(f).]

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Section 2.09.      REGULATIONS MANNER OF ACTING
          To the extent consistent with applicable law, the Certificate of
Incorporation and these By-laws, the Board of Directors may adopt such rules and
regulations for the conduct of meetings of the Board of Directors and for the
management of the property, affairs and business of the Corporation as the Board
of Directors may deem appropriate. The Directors shall act only as a Board, and
the individual Directors shall have no power as such.

Section 2.10.      ACTION BY TELEPHONIC COMMUNICATIONS
         Members of the Board of Directors may participate in a meeting of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this provision shall
constitute presence in person at such meeting. [Section 141(i).]

Section 2.11.      RESIGNATIONS
         Any Director may resign at any time by delivering a written notice of
resignation, signed by such Director, to the Chief Executive Officer or the
Secretary. Unless otherwise specified therein, such resignation shall take
effect upon delivery. [Section 141(b).]

Section 2.12.      REMOVAL OF DIRECTORS
         Subject to the rights of the holders of any series of Preferred Stock,
if any, to elect additional Directors under specified circumstances, any
Director may be removed at any time, but only for cause, upon the affirmative
vote of the holders of a majority of the combined voting power of the then
outstanding stock of the Corporation entitled to vote generally in the election
of Directors. Any vacancy in the Board of Directors caused by any such removal
may be filled at such meeting by the stockholders entitled to vote for the
election of the Director so removed. If such stockholders do not fill such
vacancy at such meeting, such vacancy may be filled in the manner provided in
Section 2.13 of these By-laws. [Section 141(k).]

Section 2.13.      VACANCIES AND NEWLY CREATED DIRECTORSHIPS
         Subject to the rights of the holders of any series of Preferred Stock,
if any, to elect additional Directors under specified circumstances, and except
as provided in Section 2.12, if any vacancies occur in the Board of Directors,
by reason of death, resignation, removal or otherwise, or if the authorized
number of Directors shall be increased, the Directors then in office shall
continue to act, and such vacancies and newly created Directorships may be
filled by a majority of the Directors then in office, although less than a
quorum. A Director elected to fill a vacancy or a newly created Directorship
shall hold office until his or her successor has been elected and qualified or
until his or her earlier death, resignation or removal. [Section 223.]

Section 2.14.      COMPENSATION
         The amount, if any, which each Director shall be entitled to receive as
compensation for his or her services as such shall be fixed from time to time by
resolution of the Board of Directors. [Section 141(h).]

Section 2.15.      RELIANCE ON ACCOUNTS AND REPORTS, ETC
         A Director, or a member of any committee designated by the Board of
Directors shall, in the performance of his or her duties, be fully protected in
relying in good faith upon the records of the Corporation and upon information,
opinions, reports or statements presented to the Corporation by any of the
Corporation's officers or employees, or committees designated by the Board of
Directors, or by any other person as to the matters the member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.
[Section 141(e).]

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                                   ARTICLE III

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 3.01.      COMMITTEES OF DIRECTORS
         The Board of Directors shall establish an Executive Committee, a
Nominating Committee and an Audit Committee. Such committees shall have the
following complement and responsibilities in addition to any the Board of
Directors may by resolution establish:

         (A)       EXECUTIVE COMMITTEE The Executive Committee of the Board of
Directors shall consist of not less than three (3) nor more than four (4)
members who shall serve for a term of one year or until their successors are
appointed. The members of the Executive Committee shall be Directors of the
Corporation and shall be appointed to the Executive Committee by the Chairman of
the Board, provided such appointments are confirmed by a majority of the entire
Board of Directors. The Executive Committee shall exercise the full power of the
Board of Directors between meetings of the Board, subject to the limitations set
forth in Section 3.03 below.

         (B)       NOMINATING COMMITTEE The Nominating Committee shall consist
of four members. Each member of the Nominating Committee shall serve a one-year
term. All members shall be appointed by the Chairman of the Board of Directors
or the Vice-Chairman, or such other officer as the Board of Directors may
designate from time to time, provided such appointments are confirmed by a
majority of the entire Board of Directors. The Nominating Committee shall
nominate candidates for membership of the Board of Directors and shall cause the
names of its nominees to be mailed to all shareholders not less than thirty days
before the annual meeting at which the election shall take place. A stockholder
may nominate a candidate for election to the Board of Directors provided the
nominating stockholder gives written notice of his or her intention to nominate
a Director and the name of the nominee not less than thirty days before the
annual meeting at which the election shall take place.

         (C)       AUDIT COMMITTEE The Audit Committee shall consist of three
members, at least two of whom shall be Directors appointed by the Chairman of
the Board of Directors, provided such appointments are confirmed by a majority
of the entire Board of Directors and each of whom shall serve one-year terms. No
member of the Audit Committee shall be an employee of the Corporation. The Audit
Committee shall meet periodically with the Corporation's management, internal
auditors and independent public accountants to discuss the scope of the annual
audit, internal control, internal auditing and financial reporting matters. The
Corporation's independent public accountants and internal auditors shall have
direct access to the Audit Committee.

Section 3.02.      OTHER COMMITTEES
         The Board of Directors may designate one or more other committees, each
such committee to consist of such number of Directors as from time to time may
be fixed by the Board of Directors. The Board of Directors may designate one or
more Directors as alternate members of any such committee, who may replace any
absent or disqualified member or members at any meeting of such committee.
Thereafter, members (and alternate members, if any) of each such committee may
be designated at the annual meeting of the Board of Directors. Any such
committee may be abolished or re-designated from time to time by the Board of
Directors. Each member (and each alternate member) of any such committee
(whether designated at an annual meeting of the Board of Directors or to fill a
vacancy or otherwise) shall hold office until his or her successor shall have
been designated or until he or she shall cease to be a Director, or until his or
her earlier death, resignation or removal. [Section 141(c).]

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Section 3.03.      POWERS
         During the intervals between the meetings of the Board of Directors,
the executive committee, except as otherwise provided in this section, and
subject to the provisions of the Certificate of Incorporation, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the property, affairs and business of the Corporation, including
the power to declare dividends and to authorize the issuance of stock. Each such
other committee, except as otherwise provided in this section, shall have and
may exercise such powers of the Board of Directors as may be provided by
resolution or resolutions of the Board of Directors. Neither the executive
committee nor any such other committee shall have the power or authority:

         (a)    to amend the Certificate of Incorporation (except that a
         committee may, to the extent authorized in the resolution or
         resolutions providing for the issuance of shares of stock adopted by
         the Board of Directors as provided in Section 151(a) of the Delaware
         General Corporation Law, fix the designations and any of the
         preferences or rights of such shares relating to dividends,
         redemption, dissolution, any distribution of assets of the
         Corporation or the conversion into, or the exchange of such shares
         for, shares of any other class or classes or any other series of the
         same or any other class or classes of stock of the Corporation or
         fix the number of shares of any series of stock or authorize the
         increase or decrease of the shares of any series);
         (b)    to adopt an agreement of merger or consolidation;
         (c)    to recommend to the stockholders the sale, lease or exchange of
         all or substantially all of the Corporation's property and assets;
         (d)    to recommend to the stockholders a dissolution of the
         Corporation or a revocation of a dissolution;
         (e)    to amend the By-laws of the Corporation; or
         (f)    to abolish or usurp the authority of the Board of Directors.

         The executive committee shall have, and any such other committee may be
granted by the Board of Directors, power to authorize the seal of the
Corporation to be affixed to any or all papers which may require it. [Section
141(c).]

Section 3.04.      PROCEEDINGS
         Each such committee may fix its own rules of procedure and may meet at
such place (within or without the State of Delaware), at such time and upon such
notice, if any, as it shall determine from time to time. Each such committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors at the next meeting of the Board following such committee meeting;
except that when the Board meeting is held within two days after the committee
meeting, such report shall, if not made at the first meeting, be made to the
Board at its second meeting following such committee meeting.

Section 3.05.      QUORUM AND MANNER OF ACTING
          Except as may be otherwise provided in the resolution creating such
committee, at all meetings of any committee the presence of members (or
alternate members) constituting a majority of the total authorized membership of
such committee shall constitute a quorum for the transaction of business. The
act of the majority of the members present at any meeting at which a quorum is
present shall be the act of such committee. Any action required or permitted to
be taken at any meeting of any such committee may be taken without a meeting, if
all members of such committee shall consent to such action in writing and such
writing or writings are filed with the minutes of the proceedings of the
committee. The members of any such committee shall act only as a committee, and
the individual members of such committee shall have no power as such. [Section
141(c), (f).]


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Section 3.06.      ACTION BY TELEPHONIC COMMUNICATIONS
          Members of any committee designated by the Board of Directors may
participate in a meeting of such 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 participation in a meeting pursuant to this
provision shall constitute presence in person at such meeting. [Section 141(i).]

Section 3.07.      ABSENT OR DISQUALIFIED MEMBERS
          In the absence or disqualification of a member of any committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he, she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member. [Section 141(c).]

Section 3.08.      RESIGNATIONS
          Any member (and any alternate member) of any committee may resign at
any time by delivering a written notice of resignation, signed by such member,
to the Chairman or the President. Unless otherwise specified therein, such
resignation shall take effect upon delivery.

Section 3.09.      REMOVAL
          Any member (and any alternate member) of any committee may be removed
from his or her position as a member (or alternate member, as the case may be)
of such committee at any time, either for or without cause, by resolution
adopted by a majority of the whole Board of Directors.

Section 3.10.      VACANCIES
          If any vacancy shall occur in any committee, by reason of
disqualification, death, resignation, removal or otherwise, the remaining
members (and any alternate members) shall continue to act, and any such vacancy
may be filled by the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

Section 4.01.      NUMBER
          The officers of the Corporation shall be chosen by the Board of
Directors and shall be a Chairman of the Board, a Vice Chairman of the Board, a
President, one or more Vice Presidents, a Secretary and a Treasurer. The Board
of Directors also may elect one or more other officers as the Board of Directors
may determine. Any number of offices may be held by the same person. No officer
other than a Chairman of the Board need be a Director of the Corporation. The
President shall be designated by the Board as the Chief Executive Officer of the
Corporation. [Section 142(a), (b).]

Section 4.02.      ELECTION
          Officers shall be chosen in such manner and shall hold their offices
for such terms as determined by the Board of Directors. Each officer shall hold
office until his or her successor has been elected and qualified, or until his
or her earlier death, resignation or removal. [Section 142(b).]

Section 4.03.      COMPENSATION
          The compensation of all officers and agents of the Corporation who are
also Directors of the Corporation shall be fixed by the Board of Directors. The
Board of Directors may delegate the power to fix the compensation of officers
and agents of the Corporation to an officer of the Corporation.

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Section 4.04.      REMOVAL AND RESIGNATION; VACANCIES
          Any officer may be removed for or without cause at any time by the
Board of Directors or by the Chief Executive Officer, if such powers of removal
have been conferred by the Board of Directors. Any officer may resign at any
time by delivering a written notice of resignation, signed by such officer, to
the Board of Directors or the President. Unless otherwise specified therein,
such resignation shall take effect upon delivery. Any vacancy occurring in any
office of the Corporation by death, resignation, removal or otherwise, shall be
filled by the Board of Directors. [Section 142(b), (e).]

Section 4.05.      AUTHORITY AND DUTIES OF OFFICERS
         The officers of the Corporation shall have such authority and shall
exercise such powers and perform such duties as may be specified in these
By-laws, except that in any event each officer shall exercise such powers and
perform such duties as may be required by law. [Section 142(a).]

Section 4.06.      CHAIRMAN OF THE BOARD
          The Chairman of the Board shall, if present, preside at all meetings
of the stockholders and of the Board of Directors and exercise and perform such
other powers and duties as may be from time to time assigned by the Board of
Directors.

Section 4.07.      VICE CHAIRMAN OF THE BOARD
          The Vice Chairman of the Board shall, in the absence of the Chairman
of the Board, preside at all meetings of the stockholders and of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned by the Board of Directors.

Section 4.08.      THE PRESIDENT
          The President shall have such powers and duties as may be prescribed
from time to time by the Board of Directors, the Chairman of the Board, or
elsewhere in these By-laws. In the absence or disability of the Chairman of the
Board and the Vice Chairman of the Board, the President shall exercise the
powers and perform the duties of the Chairman of the Board.

Section 4.09.      VICE PRESIDENTS
          Vice Presidents shall have such powers and perform such duties as may
be prescribed from time to time by the Chief Executive Officer, the Board of
Directors, or elsewhere in these By-laws.

Section 4.10.      THE SECRETARY
         The Secretary shall have the following powers and duties:

         (a)    He or she shall keep or cause to be kept a record of all the
                proceedings of the meetings of the stockholders and of the Board
                of Directors in books provided for that purpose.
         (b)    He or she shall cause all notices to be duly given in accordance
                with the provisions of these By-laws and as required by law.
         (c)    Whenever any committee shall be appointed pursuant to a
                resolution of the Board of Directors, he or she shall furnish a
                copy of such resolution to the members of such committee.
         (d)    He or she shall be the custodian of the records and of the seal
                of the Corporation and cause such seal (or a facsimile thereof)
                to be affixed to all certificates representing shares of the
                Corporation prior to the issuance thereof and to all instruments
                the execution of which on behalf of the Corporation under its
                seal shall have been duly authorized in accordance with these
                By-laws, and when so affixed he or she may attest the same.

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         (e)    He or she shall properly maintain and file all books, reports,
                statements, certificates and all other documents and records
                required by law, the Certificate of Incorporation or these
                By-laws.
         (f)    He or she shall have charge of the stock books and ledgers of
                the Corporation and shall cause the stock and transfer books to
                be kept in such manner as to show at any time the number of
                shares of stock of the Corporation of each class issued and
                outstanding, the names (alphabetically arranged) and the
                addresses of the holders of record of such shares, the number
                of shares held by each holder and the date as of which each
                became such holder of record.
         (g)    He or she shall sign (unless the Treasurer, an Assistant
                Treasurer or an Assistant Secretary shall have signed)
                certificates representing shares of the Corporation the
                issuance of which shall have been authorized by the Board of
                Directors.
         (h)    He or she shall perform, in general, all duties incident to
                the office of Secretary and such other duties as may be
                specified in these By-laws or as may be assigned to him or her
                from time to time by the Board of Directors or the Chief
                Executive Officer.

Section 4.11.      TREASURER
         The Treasurer shall have custody of all the funds, securities and other
valuables of the Corporation which may have or shall come into his or her hands.
He or she shall have such powers and perform such duties as may be prescribed by
the Chief Executive Officer, the Board of Directors or elsewhere in these
By-laws.

Section 4.12.      ADDITIONAL OFFICERS
         The Board of Directors may appoint such other officers and agents as it
may deem appropriate, and such other officers and agents shall hold their
offices for such terms and shall exercise such powers and perform such duties as
may be determined from time to time by the Board of Directors. The Board of
Directors from time to time may delegate to the Chief Executive Officer the
power to appoint subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties. Any such officer or
agent may remove any such subordinate officer or agent appointed by him or her,
for or without cause. [Section 142(a), (b).]

Section 4.13.      SECURITY
         The Board of Directors may require any officer, agent or employee of
the Corporation to provide security for the faithful performance of his or her
duties, in such amount and of such character as may be determined from time to
time by the Board of Directors. [Section 142(c).]






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                                    ARTICLE V

                                  CAPITAL STOCK

Section 5.01.      CERTIFICATES OF STOCK, UNCERTIFICATED SHARES
         The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution or resolutions
that some or all of any or all classes or series of the stock of the Corporation
shall be uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until each certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock in the Corporation represented by certificates
and upon request every holder of uncertificated shares shall be entitled to have
a certificate signed by, or in the name of the Corporation, by the President or
a Vice President, and by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary, representing the number of shares
registered in certificate form. Such certificate shall be in such form as the
Board of Directors may determine, to the extent consistent with applicable law,
the Certificate of Incorporation and these By-laws. [Section 158.]

Section 5.02.      SIGNATURES; FACSIMILE
         All of such signatures on the certificate referred to in Section 5.01
of these By-laws may be a facsimile, engraved or printed, to the extent
permitted by law. In case any officer, transfer agent or registrar who has
signed, or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued. it may be issued by the Corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue. [Section 158.]

Section 5.03.      LOST, STOLEN OR DESTROYED CERTIFICATES
         The Corporation may direct that a new certificate be issued in place of
any certificate theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon delivery to the Corporation of an affidavit of the
owner or owners of such certificate, setting forth such allegation. The
Corporation may require the owner of such lost, stolen or destroyed certificate,
or his or her legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate. [Section 167.]

Section 5.04.      TRANSFER OF STOCK
         Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares, duly endorsed or accompanied by
appropriate evidence of succession, assignment or authority to transfer, the
Corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books. Within a
reasonable time after the transfer of uncertificated stock, the Corporation
shall send to the registered owner thereof a written notice containing the
information required to be set forth or stated on certificates pursuant to
Sections 151, 156, 202(a) or 218(a) of the Delaware General Corporation Law.
Subject to the provisions of the Certificate of Incorporation and these By-laws,
the Board of Directors may prescribe such additional rules and regulations as it
may deem appropriate relating to the issue, transfer and registration of shares
of the Corporation. [Section 151(f).]



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Section 5.05.      RECORD DATE
         In order to determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, the Board of
Directors may fix, in advance, a record date, which record date shall not
precede the date on which the resolution fixing the record date is adopted by
the Board of Directors, and which shall not be more than sixty nor less than ten
days before the date of such meeting. 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.

         In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights of the stockholders 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, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. [Section 213.]

Section 5.06.      REGISTERED STOCKHOLDERS
         Prior to due surrender of a certificate for registration of transfer,
the Corporation may treat the registered owner as the person exclusively
entitled to receive dividends and other distributions, to vote, to receive
notice and otherwise to exercise all the rights and powers of the owner of the
shares represented by such certificate, and the Corporation shall not be bound
to recognize any equitable or legal claim to or interest in such shares on the
part of any other person, whether or not the Corporation shall have notice of
such claim or interests. Whenever any transfer of shares shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer if, when the certificates are presented to the Corporation for
transfer or uncertificated shares are requested to be transferred, both the
transferor and transferee request the Corporation to do so. [Section 159.]

Section 5.07.      TRANSFER AGENT AND REGISTRAR
         The Board of Directors may appoint one or more transfer agents and one
or more registrars, and may require all certificates representing shares to bear
the signature of any such transfer agents or registrars.











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                                   ARTICLE VI

                                 INDEMNIFICATION

Section 6.01.      NATURE OF INDEMNITY
         The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (a "Proceeding"), whether civil, criminal, administrative or
investigative by reason of the fact that he or she is or was or has agreed to
become a Director or officer of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a Director or officer, of
another corporation, partnership, joint venture, trust or other enterprise, or
by reason of any action alleged to have been taken or omitted in such capacity,
and may indemnify any person who was or is a party or is threatened to be made a
party to such an action, suit or proceeding by reason of the fact that he or she
is or was or has agreed to become an employee or agent of the Corporation, or is
or was serving or has agreed to serve at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her or
on his or her behalf in connection with such action, suit or proceeding and any
appeal therefrom, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding had no
reasonable cause to believe his or her conduct was unlawful, except that in the
case of an action or suit by or in the right of the Corporation to procure a
judgment in its favor (1) such indemnification shall be limited to expenses
(including attorneys' fees) actually and reasonably incurred by such person in
the defense or settlement of such action or suit, and (2) no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and only to the
extent that the Delaware Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Delaware
Court of Chancery or such other court shall deem proper. Notwithstanding the
foregoing, but subject to Section 6.05 of these By-laws, the Corporation shall
not be obligated to indemnify a Director or officer of the Corporation in
respect of a Proceeding (or part thereof) instituted by such Director or
officer, unless such Proceeding (or part thereof) has been authorized by the
Board of Directors.

         The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

Section 6.02.      SUCCESSFUL DEFENSE
          To the extent that a Director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 6.01 of these By-laws or in
defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.


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Section 6.03.      DETERMINATION THAT INDEMNIFICATION IS PROPER
          Any indemnification of a Director or officer of the Corporation under
Section 6.01 of these By-laws (unless ordered by a court) shall be made by the
Corporation unless a determination is made that indemnification of the Director
or officer is not proper in the circumstances because he or she has not met the
applicable standard of conduct set forth in Section 6.01 of these By-laws. Any
indemnification of an employee or agent of the Corporation under Section 6.01 of
these By-laws (unless ordered by a court) may be made by the Corporation upon a
determination that indemnification of the employee or agent is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in Section 6.01 of these By-laws. Any such determination shall be made (1)
by a majority vote of the Directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
Directors, or if such Directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.

Section 6.04.      ADVANCE PAYMENT OF EXPENSES
          Expenses (including attorneys' fees) incurred by a Director or officer
in defending any civil, criminal, administrative or investigative action, suit
or proceeding 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 the Director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Corporation as authorized in this Article. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate. The Board of
Directors may authorize the Corporation's counsel to represent such Director,
officer, employee or agent in any action, suit or proceeding, whether or not the
Corporation is a party to such action, suit or proceeding.

Section 6.05.      PROCEDURE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS
          Any indemnification of a Director or officer of the Corporation under
Sections 6.01 and 6.02 of these By-laws, or advance of costs, charges and
expenses to a Director or officer under Section 6.04 of these By-laws, shall be
made promptly, and in any event within thirty days, upon the written request of
the Director or officer. If a determination by the Corporation that the Director
or officer is entitled to indemnification pursuant to this Article is required,
and the Corporation fails to respond within sixty days to a written request for
indemnity, the Corporation shall be deemed to have approved such request. If the
Corporation denies a written request for indemnity or advancement of expenses,
in whole or in part, or if payment in full pursuant to such request is not made
within thirty days, the right to indemnification or advances as granted by this
Article shall be enforceable by the Director or officer in any court of
competent jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification, in whole or
in part, in any such action shall also be indemnified by the Corporation. It
shall be a defense to any such action (other than an action brought to enforce a
claim for the advance of costs, charges and expenses under Section 6.04 of these
By-laws where the required undertaking, if any, has been received by or tendered
to the Corporation) that the claimant has not met the standard of conduct set
forth in Section 6.01 of these By-laws, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the Corporation (including
its Board of Directors, its independent legal counsel, and its stockholders) to
have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in Section 6.01 of these
By-laws, nor the fact that there has been an actual determination by the
Corporation (including its Board of Directors, its independent legal counsel,
and its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

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Section 6.06.      SURVIVAL; PRESERVATION OF OTHER RIGHTS
         The foregoing indemnification provisions shall be deemed to be a
contract between the Corporation and each Director, officer, employee and agent
who serves in any such capacity at any time while these provisions as well as
the relevant provisions of the Delaware General Corporation Law are in effect
and any repeal or modification thereof shall not affect any right or obligation
then existing with respect to any state of facts then or previously existing or
any action, suit or proceeding previously or thereafter brought or threatened
based in whole or in part upon any such state of facts. Such a "contract right"
may not be modified retroactively without the consent of such Director, officer,
employee or agent.

         The indemnification provided by this Article VI shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-law, agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

Section 6.07.      INSURANCE
         The Corporation may purchase and maintain insurance on behalf of any
person who is or was or has agreed to become a Director, officer or employee of
the Corporation, or is or was serving at the request of the Corporation as a
Director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her and incurred by him or her or on his or her behalf in any such capacity, or
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article, provided that such insurance is available on
acceptable terms, which determination shall be made by a vote of a majority of
the entire Board of Directors.

Section 6.08.      SEVERABILITY
         If this Article or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each Director or officer and may indemnify each employee
or agent of the Corporation as to costs, charges and expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including any action by or in the right of the Corporation, to
the fullest extent permitted by any applicable portion of this Article that
shall not have been invalidated and to the fullest extent permitted by
applicable law.

                                   ARTICLE VII

                                     OFFICES

Section 7.01.      REGISTERED OFFICE
         The registered office of the Corporation in the State of Delaware shall
be located at 222 Delaware Avenue in the City of Wilmington, County of New
Castle.

Section 7.02.      OTHER OFFICES
         The Corporation may maintain offices or places of business at such
other locations within or without the State of Delaware as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.


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                                  ARTICLE VIII

                               GENERAL PROVISIONS

Section 8.01.      DIVIDENDS
         Subject to any applicable provisions of law and the Certificate of
Incorporation, dividends, upon the shares of the Corporation may be declared by
the Board of Directors, at any regular or special meeting of the Board of
Directors and any such dividend may be paid in cash, property, or shares of the
Corporation's capital stock.

         A member of the Board of Directors, or a member of any committee
designated by the Board of Directors shall be fully protected in relying in good
faith upon the records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or
employees, or committees of the Board of Directors, or by any other person as to
matters the Director reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation, as to the value and amount of the assets,
liabilities and/or net profits of the Corporation, or any other facts pertinent
to the existence and amount of surplus or other funds from which dividends might
properly be declared and paid. [Sections 172, 173.]

Section 8.02.      RESERVES
         There may be set aside out of any funds of the Corporation available
for dividends such sum or sums as the Board of Directors from time to time, in
its absolute discretion, thinks 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 purpose as the Board of Directors
shall think conducive to the interest of the Corporation, and the Board of
Directors may similarly modify or abolish any such reserve. [Section 171.]

Section 8.03.      EXECUTION OF INSTRUMENTS
         The Chief Executive Officer, any Vice President, the Secretary, or the
Treasurer may enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation. The Board of Directors or the
President may authorize any other officer or agent to enter into any contract or
execute and deliver any instrument in the name and on behalf of the Corporation.
Any such authorization may be general or limited to specific contracts or
instruments.

Section 8.04.      CORPORATE INDEBTEDNESS
         No loan shall be contracted on behalf of the Corporation, and no
evidence of indebtedness shall be issued in its name, unless authorized by the
Board of Directors, PROVIDED that the Chief Executive Officer may authorize
indebtedness incurred in the ordinary course of business up to $2 million. Such
authorization may be general or confined to specific instances. Loans so
authorized may be effected at any time for the Corporation from any bank, trust
company or other institution, or from any firm, corporation or individual. All
bonds, debentures, notes and other obligations or evidences of indebtedness of
the Corporation issued for such loans shall be made, executed and delivered as
the Board of Directors or the Chief Executive Officer shall authorize. When so
authorized by the Board of Directors or the Chief Executive Officer, any part of
or all the properties, including contract rights, assets, business or good will
of the Corporation, whether then owned or thereafter acquired, may be mortgaged,
pledged, hypothecated or conveyed or assigned in trust as security for the
payment of such bonds, debentures, notes and other obligations or evidences of
indebtedness of the Corporation, and of the interest thereon, by instruments
executed and delivered in the name of the Corporation.


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Section 8.05.      DEPOSITS
         Any funds of the Corporation may be deposited from time to time in such
banks, trust companies or other depositories as may be determined by the Board
of Directors or the Chief Executive Officer, or by such officers or agents as
may be authorized by the Board of Directors or the Chief Executive Officer to
make such determination.

Section 8.06.      CHECKS
         All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such agent or agents of the Corporation,
and in such manner, as the Board of Directors or the Chief Executive Officer
from time to time may determine.

Section 8.07.      SALE, TRANSFER, ETC., OF SECURITIES
         To the extent authorized by the Board of Directors or by the Chief
Executive Officer, any Vice President, the Secretary or the Treasurer or any
other officers designated by the Board of Directors or the Chief Executive
Officer may sell, transfer, endorse, and assign any shares of stock, bonds or
other securities owned by or held in the name of the Corporation, and may make,
execute and deliver in the name of the Corporation, under its corporate seal,
any instruments that may be appropriate to effect any such sale, transfer,
endorsement or assignment.

Section 8.08.      VOTING AS STOCKHOLDER
         Unless otherwise determined by resolution of the Board of Directors,
the Chief Executive Officer or any Vice President shall have full power and
authority on behalf of the Corporation to attend any meeting of stockholders of
any corporation in which the Corporation may hold stock, and to act, vote (or
execute proxies to vote) and exercise in person or by proxy all other rights,
powers and privileges incident to the ownership of such stock. Such officers
acting on behalf of the Corporation shall have full power and authority to
execute any instrument expressing consent to or dissent from any action of any
such corporation without a meeting. The Board of Directors may by resolution
from time to time confer such power and authority upon any other person or
persons.

Section 8.09.      FISCAL YEAR
          The fiscal year of the Corporation shall commence on the first day of
January of each year (except for the Corporation's first fiscal year which shall
commence on the date of incorporation) and shall terminate in each case on
December 31.

Section 8.10.      SEAL
          The seal of the Corporation shall be circular in form and shall
contain the name of the Corporation, the year of its incorporation and the words
"Corporate Seal" and "Delaware". The form of such seal shall be subject to
alteration by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced, or may be used in any
other lawful manner.

Section 8.11.      BOOKS AND RECORDS; INSPECTION
          Except to the extent otherwise required law, the books and records of
the Corporation shall be kept at such place or places within or without the
State of Delaware as may be determined from time to time by the Board of
Directors.



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                                   ARTICLE IX

                              AMENDMENT OF BY-LAWS

Section 9.01.      AMENDMENT
          Subject to any express provision in the Certificate of Incorporation
to the contrary, these By-laws may be amended, altered or repealed:

         (a)    by resolution adopted by a majority of the Board of Directors at
any special or regular meeting of the Board if, in the case of such special
meeting only, notice of such amendment, alteration or repeal is contained in the
notice or waiver of notice of such meeting; or

         (b)    at any regular or special meeting of the stockholders upon the
affirmative vote of the holders of two-thirds or more of the combined voting
power of the outstanding shares of the Corporation entitled to vote generally in
the election of Directors if, in the case of such special meeting only, notice
of such amendment, alteration or repeal is contained in the notice or waiver of
notice of such meeting. [Section 109(a).]

                                    ARTICLE X

                                  CONSTRUCTION

Section 10.01.     CONSTRUCTION
         In the event of any conflict between the provisions of these By-laws as
in effect from time to time and the provisions of the Certificate of
Incorporation of the Corporation as in effect from time to time, the provisions
of such Certificate of Incorporation shall be controlling.











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