Exhibit 3.4

AMENDED AND RESTATED BYLAWS
OF
C|NET, INC.

As Amended as of October 27, 1999


C|NET, Inc. (the Corporation), pursuant to the provisions
of Section 109 of the Delaware General Corporation Law (the
DGCL), hereby adopts these Amended and Restated Bylaws,
which restate, amend and supersede the bylaws of the Corporation in
their entirety as described below:

ARTICLE I

Offices

Section 1.  Registered Office.  The registered office of the
Corporation shall be established and maintained at 1013 Centre
Road, Wilmington, New Castle County, Delaware 19805-1297.

Section 2.  Other Offices.  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 as the business of the Corporation may require.
ARTICLE II

Meetings of Stockholders

Section 1.  Place of Meetings.  Meetings of stockholders
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.  An annual meeting of
stockholders shall be held on such day in each fiscal year of the
Corporation and at such time and place as may be fixed by the
Board of Directors, at which meeting the stockholders shall (i)
elect directors to fill the class of directors whose terms are expiring
at such meeting and (ii) transact such other business as may
properly be brought before the meeting.

Section 3.  Notice of Annual Meeting.  Written or printed
notice of the annual meeting, stating the place, day and hour
thereof, shall be given to each stockholder entitled to vote thereat
at such address as appears on the books of the Corporation, not less
than ten days nor more than sixty days before the date of the
meeting.  Any stockholder of the Corporation that has been the
beneficial owner of at least $1,000 of securities entitled to vote at
an annual meeting for at least one year may seek to transact other
corporate business at the annual meeting, provided that such
business is set forth in a written notice and mailed by certified mail
to the Secretary of the Corporation and received no later than 120
calendar days in advance of the date of the Corporation's proxy
statement released to security-holders in connection with the
previous year's annual meeting of security holders (or, if no annual
meeting was held in the previous year or the date of the annual
meeting has been changed by more than 30 calendar days from the
date contemplated at the time of the previous year's proxy
statement, a reasonable time before the solicitation is made).
Notwithstanding the foregoing, such notice must also comply with
any applicable federal securities laws establishing the
circumstances under which the Corporation is required to include
the proposal in its proxy statement or form of proxy.

Section 4.  Special Meetings.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or the certificate of incorporation, may be
called only by the Chief Executive Officer, and shall be called by
the Chief Executive Officer or the Secretary at the request in
writing of a majority of the Board of Directors.  Such request shall
state the purpose or purposes of the proposed meeting.

Section 5.  Notice of Special Meetings.  Written or printed
notice of a special meeting of stockholders, stating the place, day
and hour and purpose or purposes thereof, shall be given to each
stockholder entitled to vote thereat at such address as appears on
the books of the Corporation, not less than ten days nor more than
sixty days before the date of the meeting.

Section 6.  Business at Special Meetings.  Business
transacted at all special meetings of stockholders shall be confined
to the purpose or purposes stated in the notice thereof.

Section 7.  Stockholder List.  At least ten days before each
meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number
of voting shares held by each, shall be prepared by the Secretary.
Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business
hours, for such ten day period, 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.  Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to
the inspection of any stockholder during the meeting.

Section 8.  Quorum.  The holders of a majority of the votes
attributed to the shares of capital stock issued and outstanding and
entitled to vote thereat, represented in person or by proxy, shall
constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute, the
certificate of incorporation or these bylaws. Abstentions and broker
non-votes will be counted for purposes of determining the presence
or absence of a quorum.  The stockholders present may adjourn the
meeting despite the absence of a quorum.  When a meeting is
adjourned for less than thirty days in any one adjournment and a
new record date is not fixed for the adjourned meeting, it shall not
be necessary to give any notice of the adjourned meeting if the
time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have
been transacted on the original date of the meeting.  When a
meeting is adjourned for thirty days or more, or when after the
adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting shall be given as in the case of an
original meeting.

Section 9.  Majority Vote.  When a quorum is present at
any meeting, the vote of the holders of a majority of the shares
having voting power with respect to a question brought before the
meeting that are represented in person or by proxy at the meeting
shall decide such question, unless the question is one upon which,
by express provision of statute, the certificate of incorporation or
these bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of such
question.  In determining the total number of shares having voting
power with respect to a question brought before the meeting that
are represented in person or by proxy at the meeting, broker non-
votes on such question will not be counted.

Section 10.  Proxies.  (a)  Each stockholder entitled to vote
at a meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period.

                       (b)  Without limiting the manner in which a
stockholder may authorize another person or persons to act for him
as proxy pursuant to subsection (a) of this Section, the following
shall constitute a valid means by which a stockholder may grant
such authority:

                       (i)  A stockholder may execute in writing
authorizing another person or persons to act for him as
proxy.  Execution may be accomplished by the stockholder
or his authorized officer, director, employee or agent
signing such writing or causing his or her signature to be
affixed to such writing by any reasonable means including,
but not limited to, by facsimile signature.

                      (ii) A stockholder may authorize another
person or persons to act for him as proxy by transmitting or
authorizing the transmission of a telegram, cablegram, or
other means of electronic transmission to the person who
will be the holder of the proxy or to a proxy solicitation
firm, proxy support service organization or like agent duly
authorized by the person who will be the holder of the
proxy to receive such transmission, provided that any such
telegram, cablegram or other means of 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.  If it is determined that such
telegrams, cablegrams or other electronic transmissions are
valid, the inspectors or, if there are no inspectors, such
other persons making that determination shall specify the
information upon which they relied.

                     (c) Any copy, facsimile telecommunication or
other reliable reproduction of the writing or transmission created
pursuant to subsection (b) of this Section may be substituted or
used in lieu of the original writing or transmission for any and all
purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the entire
original writing or transmission.

                     (d) Any copy, facsimile telecommunication or
other reliable reproduction of the writing or transmission created
pursuant to subsection (b) of this Section may be substituted or
used in lieu of the original writing or transmission for any and all
purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the entire
original writing or transmission.

Section 11.  Voting.  Unless otherwise provided by statute
or the certificate of incorporation, each stockholder shall have one
vote for each share of stock having voting power, registered in his
name on the books of the Corporation.

Section 12.  Consent of Stockholders in Lieu of Meeting.
Any action required to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or
special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were
present and voted and such consent or consents are delivered to the
Corporation.  Every written consent shall bear the date of
signatures of each stockholder and no written consent shall be
effective to take the corporate action referred to therein unless,
within sixty days of the earliest dated consent, written consents
signed by a sufficient number of holders to take action are
delivered to the Corporation.  Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not
consented in writing.

Section 13.  Inspectors.  (a)  The Corporation may, in
advance of any meeting of stockholders, appoint one or more
inspectors to act at the meeting and make a written report thereof.
The Corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act.  If no inspector
or alternate is able to act at a meeting of stockholders, the chairman
of the meeting shall appoint one or more inspectors to act at the
meeting.  Each inspector, before entering upon the discharge of his
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his
ability.

                         (b)  The inspectors shall (i) ascertain the number
of shares outstanding and the voting power of each, (ii) determine
the shares represented at a meeting and the validity of proxies and
ballots, (iii) count all votes and ballots, (iv) determine and retain
for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, and (v)
certify their determination of the number of shares represented at
the meeting, and their count of all votes and ballots.  The
inspectors may appoint or retain other persons or entities to assist
the inspectors in the performance of the duties of the inspectors.

                        (c)  The date and time of the opening and the
closing of the polls for each matter upon which the stockholders
will vote at a meeting shall be announced at the meeting.  No
ballot, proxies or votes, nor any revocations thereof or changes
thereto, shall be accepted by the inspectors after the closing of the
polls unless the Delaware Court of Chancery, upon application by
a stockholder, shall determine otherwise.

                        (d)  In determining the validity and counting
of proxies and ballots, the inspectors shall be limited to an
examination of the proxies, any envelopes submitted with those
proxies, any information provided in accordance with Article II,
Section 10(b)(ii), ballots and the regular books and records of the
corporation, except that the inspectors may consider other reliable
information for the limited purpose of reconciling proxies and
ballots submitted by or on behalf of banks, brokers, their nominees
or similar persons that 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 inspectors consider other
reliable information for the limited purpose permitted herein, the
inspectors at the time they make their certification pursuant to
subsection (b)(v) of this Section shall specify the precise
information considered by them including the person or persons
from whom they obtained the information, when the information
was obtained, the means by which the information was obtained
and the basis for the inspectors belief that such information is
accurate and reliable.

ARTICLE III

Board of Directors

Section 1.  Powers.  The business and affairs of the
Corporation shall be managed by a Board of Directors.  The Board
may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute, by the certificate of
incorporation or these bylaws directed or required to be exercised
or done by the stockholders.

Section 2.  Number of Directors.

                        (a) The Board of Directors shall be
divided into three classes, designated Class I, Class
II and Class III, which shall be as nearly as equal in
number as possible. Initially, Class I directors shall
hold office for a term expiring at the next succeeding
annual meeting of stockholders, Class II directors
shall hold office for a term expiring at the second
succeeding annual meeting of stockholders and Class
III directors shall hold office for a term expiring at
the third succeeding annual meeting of stockholders.
At each annual meeting of stockholders following
this initial classification, the respective successors of
each class shall be elected for three year terms.

                       (b) The number of directors shall be fixed
from time to time by resolution of the Board of
Directors.  In case of any increase in the number of
directors in advance of an annual meeting of
stockholders, each additional director shall be elected
by the directors then in office, although less than a
quorum, to hold office until the next election of the
class for which such director shall have been chosen
(as provided in the last sentence of this subsection
(b)), or until his successor shall have been duly
chosen.  No decrease in the number of directors shall
shorten the term of any incumbent director.  Any
newly created or eliminated directorships resulting
from an increase or decrease shall be apportioned by
the Board among the three classes of directors so as
to maintain such classes as nearly equal in number as
possible.

Section 3.  Election and Term.  Except as provided in
Section 4 of this Article III, directors to fill the class of directors
whose terms are expiring at such meeting shall be elected at the
annual meeting of the stockholders, and each director shall be
elected to serve for a three year term and until his successor shall
have been elected and shall qualify, or until his death, resignation
or removal from office. Directors need not be stockholders of the
Corporation.

Section 4.  Vacancies and Newly Created Directorships.  If
the office of any director or directors becomes vacant by reason of
death, resignation, retirement, disqualification, removal from
office, or otherwise, or the number of directors constituting the
whole Board shall be increased, a majority of the remaining or
existing directors, though less than a quorum, may choose a
successor or successors, or the director or directors to fill the new
directorship or directorships, who shall hold office for the
unexpired term in respect to which such vacancy occurred or, in
the case of a new directorship or directorships, until the next
annual meeting of the stockholders at which members of the
directors class are elected.

Section 5.  Removal.  A director of the Corporation may be
removed by the stockholders of the Corporation only for cause and
only by the affirmative vote of a majority of the stockholders then
entitled to vote in the election of directors.  For this purpose,
cause means (i) the directors commission of an act of fraud or
embezzlement against the Corporation, (ii) conviction of the
director of a felony or a crime involving moral turpitude, (iii) the
directors gross negligence or willful misconduct in performing the
directors duties to the Corporation or its stockholders or (iv) a
directors breach of fiduciary duty owed to the Corporation.

Section 6.  Nominations for Directors.  Nominations for
election to the Board of Directors of the Corporation at a meeting
of the stockholders may be made by the Board of Directors, or on
behalf of the Board of Directors by a Nominating Committee
appointed by the Board of Directors, or by any stockholder of the
Corporation that has been the beneficial owner of at least $1,000 of
securities entitled to vote at such meeting for at least one year.
Any nomination by such a stockholder must be set forth in a
written notice and mailed by certified mail to the Secretary of the
Corporation and received no later than (a) with respect to an annual
meeting, 120 calendar days in advance of the date of the
Corporation's proxy statement released to security-holders in
connection with the previous year's annual meeting of security
holders (or, if no annual meeting was held in the previous year or
the date of the annual meeting has been changed by more than 30
calendar days from the date contemplated at the time of the
previous year's proxy statement, a reasonable time before the
solicitation is made) or (b) with respect to a special meeting, a
reasonable time before the solicitation is made.  Notwithstanding
the foregoing, any such notice by a stockholder must also comply
with any applicable federal securities laws establishing the
circumstances under which the Corporation is required to include
such stockholder's nomination in its proxy statement or form of
proxy for such meeting.  Any such notice by a stockholder must set
forth as to each proposed nominee who is not an incumbent
director (i) the name, age, business address and, if known,
residence address of each nominee proposed in such notice, (ii) the
principal occupation or employment of each such nominee, (iii) the
number of shares of stock of the Corporation which are
beneficially owned by each such nominee and the nominating
stockholder, and (iv) any other information concerning the
nominee that must be disclosed of nominees in proxy solicitations
pursuant to Rule 14(a) of the Securities and Exchange Act of 1934,
as amended.

The Chairman of the Board, or in his absence the Vice
Chairman of the Board or the President, may, if the facts warrant,
determine and declare to the meeting of stockholders that
nomination was not made in accordance with the foregoing
procedure and that the defective nomination shall be disregarded.

ARTICLE IV

Meetings of the Board

Section 1.  Regular Meetings.  Regular meetings of the
Board may be held at such times and at such places, either within
or without the State of Delaware, as from time to time shall be
determined by the Board of Directors.  Notice of the time and place
of each meeting must be given to all directors at least 24 hours
prior to the meeting.

Section 2.  Special Meetings.  Special meetings of the
Board may be called by the President or the Chairman of the Board
on 24 hours notice to each director, delivered either personally or
by mail or by telegram or telecopier.  Special meetings shall be
called by the President or the Secretary in like manner and on like
notice on the written request of one director.

Section 3.  Quorum and Voting. At all meetings of the
Board, a majority of the directors at the time in office shall be
necessary and sufficient to constitute a quorum for the transaction
of business; and the act of a majority of 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, the certificate of incorporation or these bylaws.  If a
quorum shall not be present at any meeting of director, 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 4.  Telephone Meetings.  Directors may attend any
meeting of the Board or any committee thereof by conference
telephone, radio, television or similar means of communication by
means of which all persons participating in the meeting can hear
each other, and all members so attending shall be deemed present
at the meeting for all purposes including the determination of
whether a quorum is present.

Section 5.  Action by Written Consent.  Any action
required or permitted to be taken by the Board or any committee
thereof, under the applicable provisions of any statute, the
certificate of incorporation, or these bylaws, may be taken without
a meeting if a consent in writing, setting forth the action so taken,
is signed by all the members of the Board or committee, as the case
may be.

ARTICLE V

Committees

Section 1.  Executive Committee.  The Board of Directors,
by resolution adopted by a majority of the whole Board, may
designate one or more directors to constitute an Executive
Committee, which Committee, to the extent provided in such
resolution, shall have and may exercise all of the authority of the
Board of Directors in the business and affairs of the corporation
except where action by the Board of Directors is expressly required
by statute.  The Executive Committee shall keep regular minutes of
its proceedings and report the same to the Board when required.

Section 2.  Other Committees.  The Board of Directors may
similarly create other committees for such terms and with such
powers and duties as the Board deems appropriate.

Section 3.  Committee Rules; Quorum.  Each committee
may adopt rules governing the method of calling and time and
place of holding its meetings.  Unless otherwise provided by the
Board of Directors, a majority of any committee shall constitute a
quorum for the transaction of business, and the act of a majority of
the members of such committee present at a meeting at which a
quorum is present shall be the act of such committee.

ARTICLE VI

Compensation of Directors

The Board of Directors shall have authority to determine,
from time to time, the amount of compensation, if any, which shall
be paid to its members for their services as directors and as
members of committees.  The Board shall also have power in its
discretion to provide for and to pay to directors rendering services
to the Corporation not ordinarily rendered by directors as such,
special compensation appropriate to the value of such  services as
determined by the Board from time to time.  Nothing herein
contained shall be construed to preclude any director from serving
the corporation in any other capacity and receiving compensation
therefor.

ARTICLE VII

Notices

Section 1.  Methods of Notice.  Whenever any notice is
required to be given to any stockholder, director or committee
member under the provisions of any statute, the certificate of
incorporation or these bylaws, such notice shall be given in writing
(a) by mail addressed to such stockholder, director or committee
member at such address as appears on the books of the corporation,
which notice shall be deemed to be given at the time it is deposited
in the United States mail with postage thereon prepaid; (b) by
telegram, which notice shall be deemed to be given at the time it is
delivered to the telegraph office; (c) by telecopy, which notice
shall be deemed to be given at the time it is transmitted; or (d) in
person, which notice shall be deemed to be given when received.

Section 2.  Waiver of Notice.  Whenever any notice is
required to be given to any stockholder, director or committee
member under the provisions of any statute, the certificate of
incorporation or 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 to the
giving of such notice.  Attendance at any meeting shall constitute a
waiver of notice thereof except as otherwise provided by statute.

ARTICLE VIII

Officers

Section 1.  Executive Officers.  The executive officers of
the corporation shall consist of a Chairman of the Board, a Vice
Chairman of the Board, a President, and a Secretary, each of whom
shall be elected by the Board of Directors.  The Board of Directors
may also elect as officers of the corporation one or more Vice
Presidents, one or more of whom may be designated Executive or
Senior Vice Presidents and may also have such descriptive titles as
the Board shall deem appropriate, and a Treasurer.  Any two or
more offices may be held by the same person.

Section 2.  Election and Qualification.  The Board of
Directors at its first meeting after each annual meeting of
stockholders shall elect the officers of the Corporation.

Section 3.  Other Officers and Agents.  The Board may
elect or appoint Assistant Vice Presidents, Assistant Secretaries
and Assistant Treasurers, and 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 of Directors.

Section 4.  Salaries.  The salaries of all officers of the
Corporation shall be fixed by the Board of Directors except as
otherwise directed by the Board.

Section 5.  Term, Removal and Vacancies.  The officers of
the Corporation shall hold office until their successors are chosen
and qualify.  Any officer or agent of the Corporation  may be
removed at any time by the affirmative vote of a majority of the
Board of Directors, or by the President.  Any vacancy occurring in
any office of the Corporation may be filled by the Board of
Directors or otherwise as provided in this Article.

Section 6.  Execution of Instruments.  The Chairman of the
Board, the Vice Chairman of the Board, and the President (and
such other officers as are authorized thereunto by resolution of the
Board of Directors) may execute in the name of the Corporation
bonds, notes, debentures and other evidences of indebtedness,
stock certificates, deeds, mortgages, deeds of trust, indentures,
contracts, leases, agreements and other instruments, requiring a
seal under the seal of the corporation, and may execute such
documents where not requiring a seal, except where such
documents are required by law to be otherwise signed and
executed, and except where the signing and execution thereof shall
be exclusively delegated to some other officer or agent of the
corporation.

Section 7.  Duties of Officers.  The duties and powers of
the officers of the Corporation shall be as provided in these
bylaws, or as provided for pursuant to these bylaws, or (except to
the extent inconsistent with these bylaws or with any provision
made pursuant hereto) shall be those customarily exercised by
corporate officers holding such offices.

Section 8.  Chairman of the Board.  The Chairman of the
Board shall be the Chief Executive Officer of the Corporation and
shall, in general, supervise and control all of the business and
affairs of the Corporation.  The Chairman of the Board shall
preside when present at all meetings of the Board of Directors.  He
shall advise and counsel the other officers of the corporation and
shall exercise such powers and perform such duties as shall be
assigned to or required of him from time to time by the Board of
Directors.  The Chairman of the Board shall have all of the powers
granted by the bylaws to the Vice Chairman of the Board or the
President and from time to time may delegate all, or any, of his
powers to the Vice Chairman of the Board or the President.

Section 9.  Vice Chairman of the Board.  The Vice
Chairman of the Board shall report to the Chairman of the Board
and shall have all necessary powers to discharge responsibilities as
may be assigned to the Vice Chairman of the Board by the
Chairman of the Board or the Board of Directors, from time to
time, including general supervision of the affairs of the
Corporation and active control of all of its business.  The Vice
Chairman of the Board shall perform all the duties and have all of
the powers of the Chairman of the Board in the absence of the
Chairman of the Board.

Section 10.  President.  The President shall have general
powers of oversight, supervision and management of the business
and affairs of the Corporation as the Chairman of the Board or the
Board of Directors may from time to time designate.  The
Chairman of the Board shall provide for the division of the duties
among himself, the Vice Chairman of the Board and the President
from time to time upon any basis that the Chairman of the Board
shall determine is necessary or advisable and in the best interest of
the Corporation.

Section 11.  Vice Presidents.  The Vice Presidents in the
order determined by the Board of Directors shall, in the absence or
disability of the President, perform the duties and exercise the
powers of the President, and shall perform such other duties as the
Board of Directors, the Chairman of the Board, the Vice Chairman
of the Board, and the President may prescribe.

Section 12.  Secretary.  The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform
like duties for the committees of the Board  of Directors when
required.  Except as may be otherwise provided in these bylaws, he
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, the Chairman of the Board, the Vice Chairman of the
Board, and the President. He shall keep in safe custody the seal of
the corporation, if any, and shall have authority to affix the same to
any instrument requiring it, and when so affixed it may be attested
by his signature.  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.  In the absence of the
Treasurer and all Assistant Treasurers, the Secretary shall perform
all the duties and have all the powers of the Treasurer.

Section 13.  Assistant Secretaries.  The Assistant
Secretaries in the order determined by the Board of Directors shall,
in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors, the Chairman of the Board, the
Vice Chairman of the Board, and the President may prescribe.
Assistant secretaries may be appointed by the President without
prior approval of the board of directors.

Section 14.  Treasurer.  The Treasurer 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 monies 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.
He shall disburse the funds of the Corporation as may be ordered
by the Board, taking proper vouchers for such disbursements, and
shall render to the Board of Directors, the Chairman of the Board,
the Vice Chairman of the Board, and the President, whenever they
may require it, an account of all of his transactions as Treasurer
and of the financial condition of the Corporation.

Section 15.  Assistant Treasurers.  The Assistant Treasurers
in the order determined by the Board of Directors shall, in the
absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other
duties as the Board of Directors, the Chairman of the Board, the
Vice Chairman of the Board, and the President may prescribe.

ARTICLE IX

Shares and Stockholders

Section 1.  Certificates Representing Shares.  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 in the corporation.  The
signature of any such officer may be facsimile.  In case any officer
who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer at the date of its issuance. 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
qualifications, 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 which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided
in Section 202 of the DGCL, in lieu of the foregoing requirements,
there may be set forth on the face or back of  the certificate which
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 designations, preferences and
relative, participating, optional or other special rights of each class
or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

Section 2.  Transfer of Shares.  Subject to valid transfer
restrictions and to stop-transfer orders directed in good faith by the
Corporation to any transfer agent to prevent possible violations of
federal or state securities laws, rules or regulations, or for any other
lawful purpose, upon surrender to the Corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of
succession, assignment 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.

Section 3.  Fixing Record Date.

               (a)  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, the Board of Directors
may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than
sixty nor less than ten days before the date of such meeting.  If no
record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day
next preceding the date on which notice is given, or, if notice is
waived, at the close of business on the date next preceding the day
on which the meeting is held.  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.

               (b)  In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after the
date upon which the resolution fixing the record date is adopted by
the Board of Directors.  If no record date has been fixed by the
Board of Directors, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is required by this
Section, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in the State of
Delaware, its principal place of business, or an officer or agent of
the corporation having custody of the book in which proceedings
of meetings of stockholders are recorded.  Delivery made to the
Corporations registered office shall be by hand or by certified or
registered mail, return receipt requested.  If no record date has been
fixed by the Board of Directors and prior action by the Board of
Directors is required by statute, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such
prior action.

               (c)  In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled
to receive 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 4.  Registered Stockholders.  The Corporation shall
be entitled to recognize the exclusive right of a person registered
on its books as the owner of any share or shares to receive
dividends, and to vote as such owner, and for all other purposes as
such owner; and the Corporation 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
the State of Delaware.

Section 5.  Lost Certificates.  The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen or destroyed.  When authorizing such issue
of a new certificate or certificates, the Board of Directors may, in
its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in
such manner as it shall require and/or 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.

ARTICLE X

Indemnification

            (a)  Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any
action, suit, or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a proceeding), by reason of the fact that
he or she, or a person of whom he or she is the legal representative,
is or was a director or executive officer of the Corporation or is or
was serving at the request of the Corporation as a director or officer
of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee
benefit plan (hereinafter an indemnitee), whether the basis of such
proceeding is alleged action in an official capacity as an executive
officer or director or in any other capacity while serving as an officer
or director shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the DGCL, as the
same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than
permitted prior thereto), against all expense, liability and loss
(including, without limitation, attorneys fees, judgments, fines,
ERISA excise taxes or penalties, and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such indemnitee in
connection therewith and such indemnification shall continue as to
an indemnitee who has ceased to be a director or executive officer
and shall inure to the benefit of the indemnitees heirs, executors,
and administrators; provided, however, that, except as provided in
paragraph (b) hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated
by such indemnitee only if such proceeding (or part thereof) was
authorized by the board of directors of the Corporation.  The right to
indemnification conferred in this Article X shall be a contract right
and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition (hereinafter an advancement of expenses); provided,
however, that, if the DGCL requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a director or
executive officer (and not in any other capacity in which service was
or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an
undertaking), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a final adjudication) that such indemnitee is not
entitled to be indemnified for such expense under this Article or
otherwise.

            (b)  If a claim under paragraph (a) of this Article X is not
paid in full by the Corporation within sixty days after a written claim
has been received by the Corporation (except in the case of a claim
for an advancement of expenses, in which case the applicable period
shall be twenty days), the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of
the claim.  If successful in whole or in part in any such suit, the
indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit.  In any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not
in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that the indemnitee
has not met the applicable standard of conduct set forth in the
DGCL, and in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking,
the Corporation shall be entitled to recover such expenses upon a
final adjudication that the indemnitee has not met the applicable
standard of conduct set forth in the DGCL.  Neither the failure of the
Corporation (including its board of directors, independent legal
counsel or its stockholders) to have made a determination prior to
the commencement of such suit that the indemnitee has not met the
applicable standard set forth in the DGCL, nor an actual
determination by the Corporation (including its board of directors,
independent legal counsel or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard
of conduct or, in the case of such a suit brought by the indemnitee,
be a defense to such suit.  In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses
hereunder or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified or to
such advancement of expenses under this Article or otherwise shall
be on the Corporation.

            (c) The rights to indemnification and to the advancement
of expenses conferred in this Article X shall not be exclusive of any
other right that any person may have or hereafter acquire under this
Amended and Restated Certificate of Incorporation or any other
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.

            (d)  The Corporation may maintain insurance, at its
expense, to protect itself and any director or officer of the
Corporation or another corporation, partnership, joint venture, trust,
or other enterprise against any expense, liability, or loss, whether or
not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the DGCL.

            (e)  The Corporation may, to the extent authorized from
time to time by the board of directors, grant rights to indemnification
and to the advancement of expenses to any employee or agent of the
Corporation to the fullest extent of the provisions of this Article X
with respect to the indemnification and advancement of expenses of
directors and executive officers of the Corporation.

ARTICLE XI

General

Section 1.  Dividends.  Dividends upon the capital stock of
the Corporation, subject to the provisions of the certificate of
incorporation, if any, or of the resolutions, if any, providing for any
series of stock, may be declared by the Board of Directors at any
meeting thereof, or by the Executive Committee at any meeting
thereof.  Dividends may be paid in cash, in property or in shares of
the capital stock of the Corporation, subject to the provisions of the
certificate of incorporation or of the resolutions, if any, providing
for any series of stock.

Section 2.  Reserves.  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, deem proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for
such other purpose or purposes as the directors shall think
conducive to the interests of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was
created.

Section 3.  Shares of Other Corporations.  The Chairman of
the Board, the President and any Vice President is authorized to
vote, represent and exercise on behalf of the Corporation all rights
incident to any and all shares of any other corporation or other
entity standing in the name of the Corporation. The authority
herein granted to said officer may be exercised either by said
officer in person or by any person authorized so to do by proxy or
power of attorney duly executed by said officer.  Notwithstanding
the above, however, the Board of Directors, in its discretion, may
designate by resolution any additional person to vote or represent
said shares of other corporations and other entities.

Section 4.  Checks.  All checks, drafts, bills of exchange or
demands for money 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.

Section 5.  Corporate Records.  The Corporation shall keep
at its registered office or principal place of business, or at the office
of its transfer agent or registrar, a record of its stockholders giving
the names and addresses of all stockholders and the number and
class and series, if any, of shares held by each.  All other books and
records of the Corporation may be kept at such place or places
within or without the State of Delaware as the Board of Directors
may from time to time determine.

Section 6.  Fiscal Year.  The fiscal year of the Corporation
shall be fixed by the Board of Directors; if not so fixed, it shall be
the calendar year.

ARTICLE XII

Amendments

These bylaws may be altered, amended or repealed or new
bylaws may be adopted at any annual meeting of the stockholders
or at any special meeting of the stockholders at which a quorum is
present or represented, by the affirmative vote of the holders of 66-
2/3 percent of the shares entitled to vote at such meeting and
present or represented thereat, or by the affirmative vote of a
majority of the entire Board of Directors at any regular meeting of
the Board or at any special meeting of the Board.