AMENDED AND RESTATED BYLAWS
                                      OF
                                  OPTIKA INC.


                                  ARTICLE I
                                   OFFICES

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

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

                                  ARTICLE II
                           MEETINGS OF STOCKHOLDERS

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

            Section 2.  Annual meetings of stockholders, commencing with the
year 1997, shall be held at such date and time as shall be designated from
time to time by the Board of Directors and stated in the notice of the
meeting, at which they shall elect by a plurality vote a board of directors,
and transact such other business as may properly be brought before the
meeting.

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

            Section 4.  The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in
the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held.  The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected
by any stockholder who is present.

            Section 5.  Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the Board
of Directors, or at the request in writing of stockholders owning at least
fifty percent (50%) of the entire capital stock of the corporation issued and
outstanding and entitled to vote.  Such request shall state the purpose or
purposes of the proposed meeting.

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

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

            Section 8.  The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation.  If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled
to vote thereat, present in person or represented by proxy, shall have power
to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented
any business may be transacted that might have been transacted at the meeting
as originally notified.  If the adjournment is for more than thirty (30)
days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

            Section 9.  When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the certificate of incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

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

            Section 11.  Nominations for election to the Board of Directors
must be made by the Board of Directors or by any stockholder of any
outstanding class of capital stock of the corporation entitled to vote for
the election of directors.  Nominations, other than those made by the Board
of Directors of the corporation, must be preceded by notification in writing
received by the Secretary of the corporation not less than twenty (20) days
nor more than sixty (60) days prior to any meeting of stockholders called for
the election of directors.  Such notification shall contain the written
consent of each proposed nominee to serve as a director if so elected and the
following information as to each proposed nominee and as to each person,
acting alone or in conjunction with one or more other persons as a
partnership, limited partnership, syndicate or other group, who participates
or is expected to participate in making such nomination or in organizing,
directing or financing such nomination or solicitation of proxies to vote for
the nominee:
                  (a)   the name, age, residence, address, and business
address of each proposed nominee and of each such person;
                  (b)   the principal occupation or employment, the name,
type of business and address of the corporation or other organization in
which such employment is carried on of each proposed nominee and of each such
person;
                  (c)   the amount of stock of the corporation owned
beneficially, either directly or indirectly, by each proposed nominee and
each such person; and
                  (d)   a description of any arrangement or understanding of
each proposed nominee and of each such person with each other or any other
person regarding future employment or any future transaction to which the
corporation will or may be a party.

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

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

            For business to be properly brought before any meeting by a
stockholder pursuant to clause (c) of this Section 12, the stockholder must
have given timely notice thereof in writing to the Secretary of the
corporation.  To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the corporation not
less than twenty (20) days nor more than sixty (60) days prior to the date of
the meeting.  A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the meeting (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (b) the name and
address, as they appear on the corporation's books, of the stockholder
proposing such business, and the name and address of the beneficial owner, if
any, on whose behalf the proposal is made, (c) the class and number of shares
of the corporation which are owned beneficially and of record by such
stockholder of record and by the beneficial owner, if any, on whose behalf of
the proposal is made and (d) any material interest of such stockholder of
record and the beneficial owner, if any, on whose behalf the proposal is made
in such business.

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

            Section 13. Effective upon the closing of the corporation's
initial public offering of securities pursuant to a registration statement
filed under the Securities Act of 1933, as amended, the stockholders of the
Corporation may not take action by written consent without a meeting but must
take any such actions at a duly called annual or special meeting.

                                 ARTICLE III
                                  DIRECTORS

            Section 1.  The number of directors of this corporation that
shall constitute the whole board shall be determined by resolution of the
Board of Directors or by the stockholders at the annual meeting of the
stockholders; provided, however, that no decrease in the number of directors
shall have the effect of shortening the term of an incumbent director.
Except as provided in Section 2 of this Article, the directors shall be
elected at the annual meeting of the stockholders, in accordance with the
certificate of incorporation, and each director elected shall hold office
until his/her successor is elected and qualified, unless he/she shall resign,
become disqualified, disabled or otherwise removed.  Directors need not be
stockholders. Notwithstanding the foregoing, the number of directors of this
corporation that shall constitute the whole board shall be fixed at eight in
accordance with the terms of the Certificate of Designation for the Series A
Convertible Preferred Stock, filed with the State of Delaware on February 23,
2000, and the Securities Purchase Agreement referenced therein, for so long
as such terms remain in effect thereunder.

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

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

                      MEETINGS OF THE BOARD OF DIRECTORS

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

            Section 5.  The first meeting of each newly elected Board of
Directors shall be held at such time and place as shall be fixed by the vote
of the stockholders at the annual meeting and no notice of such meeting shall
be necessary to the newly elected directors in order legally to constitute
the meeting, provided a quorum shall be present.  In the event of the failure
of the stockholders to fix the time or place of such first meeting of the
newly elected Board of Directors, or in the event such meeting is not held at
the time and place so fixed by the stockholders, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors.

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

            Section 7.  Special meetings of the board may be called by the
President on four (4) days' notice to each director by mail or forty-eight
(48) hours notice to each director either personally, or by telephone,
telegram or facsimile; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
directors unless the board consists of only one director, in which case
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of the sole director.  A written
waiver of notice, signed by the person entitled thereto, whether before or
after the time of the meeting stated therein, shall be deemed equivalent to
notice.

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

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

            Section 10.  Unless otherwise restricted by the certificate of
incorporation or these bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting
of the Board of Directors, or any committee, by means of conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                           COMMITTEES OF DIRECTORS

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

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

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

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

                          COMPENSATION OF DIRECTORS

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

                             REMOVAL OF DIRECTORS

            Section 14.  Unless otherwise restricted by the certificate of
incorporation or bylaw, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.

                                  ARTICLE IV
                                   NOTICES

            Section 1.  Whenever, under the provisions of the statutes or of
the certificate of incorporation or of these bylaws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice (except as provided in Section 7 of Article III of these
Bylaws), but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to
be given at the time when the same shall be deposited in the United States
mail.  Notice to directors may also be given by telephone, telegram or
facsimile.

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

                                  ARTICLE V
                                   OFFICERS

            Section 1.  The officers of the corporation shall be chosen by
the Board of Directors and shall be a President, Treasurer and a Secretary.
The Board of Directors may elect from among its members a Chairman of the
Board and a Vice Chairman of the Board.  The Board of Directors may also
choose one or more Vice-Presidents, Assistant Secretaries and Assistant
Treasurers.  Any number of offices may be held by the same person, unless the
certificate of incorporation or these bylaws otherwise provide.

            Section 2.  The Board of Directors at its first meeting after
each annual meeting of stockholders shall choose a President, a Treasurer,
and a Secretary and may choose Vice Presidents.

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

            Section 4.  The salaries of all officers of the corporation shall
be fixed by the Board of Directors.  The salaries of agents of the
corporation shall, unless fixed by the Board of Directors, be fixed by the
President or any Vice-President of the corporation.

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

                          THE CHAIRMAN OF THE BOARD

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

            Section 7.  In the absence of the Chairman of the Board, the Vice
Chairman of the Board, if any, shall preside at all meetings of the Board of
Directors and of the stockholders at which he shall be present.  He shall
have and may exercise such powers as are, from time to time, assigned to him
by the Board and as may be provided by law.

                      THE PRESIDENT AND VICE-PRESIDENTS

            Section 8.  The President shall be the chief executive officer of
the corporation; and in the absence of the Chairman and Vice Chairman of the
Board he/she shall preside at all meetings of the stockholders and the Board
of Directors; he/she shall have general and active management of the business
of the corporation and shall see that all orders and resolutions of the Board
of Directors are carried into effect.

            Section 9.  The President or any Vice President shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent
of the corporation.

            Section 10.  In the absence of the President or in the event of
his inability or refusal to act, the Vice-President, if any, (or in the event
there be more than one Vice-President, the Vice-Presidents in the order
designated by the directors, or in the absence of any designation, then in
the order of their election) shall perform the duties of the President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President.  The Vice-Presidents shall perform such
other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                    THE SECRETARY AND ASSISTANT SECRETARY

            Section 11.  The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the Board of Directors
in a book to be kept for that purpose and shall perform like duties for the
standing committees when required.  He/she shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board
of Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or President, under whose supervision he/she shall be.
He/she shall have custody of the corporate seal of the corporation and
he/she, or an Assistant Secretary, shall have authority to affix the same to
any instrument requiring it and when so affixed, it may be attested by his
signature or by the signature of such Assistant Secretary.  The Board of
Directors may give general authority to any other officer to affix the seal
of the corporation and to attest the affixing by his signature.

            Section 12.  The Assistant Secretary, or if there be more than
one, the Assistant secretaries in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of
the Secretary and shall perform such other duties and have such other powers
as the board of directors may from time to time prescribe.

                    THE TREASURER AND ASSISTANT TREASURERS

            Section 13.  The Treasurer shall be the chief financial officer
of the corporation, shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of
Directors.

            Section 14.  He/she shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors,
at its regular meetings, or when the Board of Directors so requires, an
account of all his transactions as Treasurer and of the financial condition
of the corporation.

            Section 15.  If required by the Board of Directors, he/she shall
give the corporation a bond (which shall be renewed every six years) in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his/her office and
for the restoration to the corporation, in case of his/her death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or
under his/her control belonging to the corporation.

            Section 16.  The Assistant Treasurer, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the Treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of
the Treasurer and shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.

                                  ARTICLE VI
                             CERTIFICATE OF STOCK

            Section 1.  Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation
by, the Chairman or Vice-Chairman of the Board of Directors, or the President
or a Vice-President and the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the corporation, certifying the number
of shares owned by him/her in the corporation.

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

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

            Section 2.  Any of or all the signatures on the certificate may
be facsimile.  In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same
effect as if he/she were such officer, transfer agent or registrar at the
date of issue.

                              LOST CERTIFICATES

            Section 3.  The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his/her legal representative, to advertise the same in such
manner as it shall require and/or to give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen
or destroyed.

                              TRANSFER OF STOCK

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

                              FIXING RECORD DATE

            Section 5.  In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action.  A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

                           REGISTERED STOCKHOLDERS

            Section 6.  The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls
and assessments a person registered on its books as the owner of shares and
shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                 ARTICLE VII
                              GENERAL PROVISIONS
                                  DIVIDENDS

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

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

                                    CHECKS

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

                                 FISCAL YEAR

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

                                     SEAL

            Section 5.  The Board of Directors may adopt a corporate seal
having inscribed thereon the name of the corporation, the year of its
organization and the words "Corporate Seal, Delaware."  The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced
or otherwise.

                               INDEMNIFICATION

            Section 6.  The corporation shall, to the fullest extent
authorized under the laws of the State of Delaware, as those laws may be
amended and supplemented from time to time, indemnify any director made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of being a director of the
corporation or a predecessor corporation or, at the corporation's request, a
director or officer of another corporation, provided, however, that the
corporation shall indemnify any such agent in connection with a proceeding
initiated by such agent only if such proceeding was authorized by the Board
of Directors of the corporation.  The indemnification provided for in this
Section 6 shall: (i) not be deemed exclusive of any other rights to which
those indemnified may be entitled under any bylaw, agreement or vote of
stockholders or disinterested directors or otherwise, both as to action in
their official capacities and as to action in another capacity while holding
such office, (ii) continue as to a person who has ceased to be a director,
and (iii) inure to the benefit of the heirs, executors and administrators of
such a person.  The corporation's obligation to provide indemnification under
this Section 6 shall be offset to the extent of any other source of
indemnification or any otherwise applicable insurance coverage under a policy
maintained by the corporation or any other person.

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

            The foregoing provisions of this Section 6 shall be deemed to be
a contract between the corporation and each director who serves in such
capacity at any time while this bylaw is in effect, and any repeal or
modification thereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any
action, suit or proceeding theretofore or thereafter brought based in whole
or in part upon any such state of facts.

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

            To assure indemnification under this Section 6 of all directors,
officers and employees who are determined by the corporation or otherwise to
be or to have been "fiduciaries" of any employee benefit plan of the
corporation which may exist from time to time, Section 145 of the General
Corporation Law of Delaware shall, for the purposes of this Section 6, be
interpreted as follows: an "other enterprise" shall be deemed to include such
an employee benefit plan, including without limitation, any plan of the
corporation which is governed by the Act of Congress entitled "Employee
Retirement Income Security Act of 1974," as amended from time to time; the
corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties to the
corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to
such Act of Congress shall be deemed "fines."

                                 ARTICLE VIII
                                  AMENDMENTS

            Section 1.  These bylaws may be altered, amended or repealed or
new bylaws may be adopted by the stockholders or by the Board of Directors,
when such power is conferred upon the Board of Directors by the certificate
of incorporation, at any regular meeting of the stockholders or of the Board
of Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
bylaws be contained in the notice of such special meeting; provided that the
last sentence of Article III, Section 1 shall not be amended by the Board of
Directors without the unanimous consent of the Board of Directors.  If the
power to adopt, amend or repeal bylaws is conferred upon the Board of
Directors by the certificate of incorporation it shall not divest or limit
the power of the stockholders to adopt, amend or repeal bylaws.

                                  ARTICLE IX
                                  CONFLICTS

            For so long as the Certificate of Designation for the Series A
Convertible Preferred Stock, filed with the State of Delaware on February 23,
2000, remains in effect, in the event that any provisions under these bylaws
are inconsistent with any provisions of such Certificate of Designation, the
provisions of such Certificate of Designation shall control.