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                                                                     EXHIBIT 3.4

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                                   DDI CORP.

                                   ARTICLE I

                                    OFFICES

        Section 1. Registered Offices. The registered office of DDi Corp. (the
"Corporation") in the State of Delaware shall be located at 1013 Centre Road, in
the City of Wilmington, County of New Castle. The name of the Corporation's
registered agent at such address shall be Corporation Service Company. The
registered office and/or registered agent of the Corporation may by changed from
time to time by action of the Board of Directors.

        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 the business of the Corporation may
require.

        Section 3. Books. The books of the Corporation may be kept within or
without of 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

                                  STOCKHOLDERS

        Section 1. Place of Meetings. All meetings of the stockholders for the
election of directors will be held at such place, within or without the State of
Delaware, or, if so determined by the board of directors or the Chief Executive
Officer (or, if there is no Chief Executive Officer, the President) in its sole
discretion, at no place (but rather by means of remote communication), as may be
fixed from time to time by the board of directors or the Chief Executive Officer
(or, if there is no Chief Executive Officer, the President). Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, or, if so determined by the board of directors or
the Chief Executive Officer (or, if there is no Chief Executive Officer, the
President) in its or his sole discretion, at no place (but rather by means of
remote communication), as may be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

        Section 2. Annual Meeting. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held within six months after the
end of each fiscal year on a date to be fixed by the Board of Directors or the
Chief Executive Officer (or, if there is no Chief Executive Officer, the
President), unless that day be a legal holiday at the place where the meeting is
to be held, in which case the meeting shall be held at the same hour on the next
succeeding day not a legal holiday, or at such other date and time as shall be
fixed by the Board of Directors or the Chief Executive Officer (or, if there is
no Chief Executive Officer, the President) and stated in the


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notice of the meeting. If no annual meeting is held in accordance with the
foregoing provisions, the Board of Directors shall cause the meeting to be held
as soon thereafter as convenient. If no annual meeting is held in accordance
with the foregoing provisions, a special meeting may be held in lieu of the
annual meeting, and any action taken at that special meeting shall have the same
effect as if it had been taken at the annual meeting, and in such case all
references in these Amended and Restated By-Laws (the "By-Laws") to the annual
meeting of stockholders shall be deemed to refer to such special meeting.

        Section 3. Special Meeting. Special meetings of stockholders may be
called at any time by only the Chairman of the Board of Directors, the Chief
Executive Officer (or, if there is no Chief Executive Officer, the President) or
in writing by any two (2) members of the Board of Directors of the Corporation.
Any business transacted at any special meeting of stockholders shall be limited
to matters relating to the purpose or purposes stated in the notice of meeting.

        Section 4. Notice of Meetings. Except as otherwise provided by law,
written notice of each meeting of stockholders, whether annual or special, shall
be given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder entitled to vote at such meeting in accordance
with applicable law, The notices of all meetings shall state the place, date and
hour of the meeting. The notice of a special meeting shall state, in addition,
the purpose or purposes for which the meeting is called. If mailed, notice is
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at his or her address as it appears on the records of the
Corporation.

        Section 5. Voting. At least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order, with the address of and the number of
voting shares registered in the name of each, shall be prepared by the officer
or agent having charge of the stock transfer books and shall be open to
examination by any stockholder on either a reasonably accessible electronic
network (for which such information required to access the electronic network
shall be provided with the notice of the meeting) or at the Corporation's
principal place of business during ordinary business hours. Such list shall be
open to the examination of any stockholder, for the purpose germane to the
meeting, as required by applicable law. If the place of the meeting is to be
held at a place, such list shall be produced and kept open at the time and place
of the meeting during the whole time thereof, and shall be subject to the
inspection of any stockholder who may be present. If the meeting is to be held
solely by means of remote communication, then the list shall also be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting.

        Section 6. Quorum. Except as otherwise provided by law, the Amended and
Restated Certificate of Incorporation or these By-Laws, the holders of a
majority of the shares of the capital stock of the Corporation issued and
outstanding and entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum for the transaction of business.

        Section 7. Adjournments. Any meeting of stockholders may be adjourned to
any other time and to any other place at which a meeting of stockholders may be
held under these



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By-Laws by a majority of the stockholders present or represented at the meeting
and entitled to vote, although less than a quorum, or, if no stockholder is
present, by any officer entitled to preside at or to act as Secretary of such
meeting. It shall not be necessary to notify any stockholder of any adjournment
of less than thirty (30) days if the time and place of the adjourned meeting are
announced at the meeting at which adjournment is taken, unless after the
adjournment a new record date is fixed for the adjourned meeting. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting.

        Section 8. Voting and Proxies. Except as otherwise provided by the
General Corporation law of the State of Delaware, the Amended and Restated
Certificate of Incorporation or these By-Laws, each stockholder shall have one
vote for each share of capital stock entitled to vote and held of record by such
stockholder. Each stockholder of record entitled to vote at a meeting of
stockholders may vote in person or may authorize another person or persons to
vote or act for him or her by written proxy executed by the stockholder or his
or her authorized agent and delivered to the Secretary of the Corporation. No
such proxy shall be voted or acted upon after three years from the date of its
execution, unless the proxy expressly provides for a longer period. Voting at
meetings of stockholders need not be by written ballot and may be by electronic
means, as determined by the board of directors in its sole discretion.

        Section 9. Proxy Representation. Every stockholder may authorize another
person or persons to act for him or her by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, objecting to or voting or participating at a meeting, or expressing
consent or dissent without a meeting. The delivery of a proxy on behalf of a
stockholder consistent with telephonic or electronically transmitted
instructions obtained pursuant to procedures of the Corporation reasonably
designed to verify that such instructions have been authorized by such
stockholder shall constitute execution and delivery of the proxy by or on behalf
of the stockholder. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof. A
proxy purporting to be authorized by or on behalf of a stockholder, if accepted
by the Corporation in its discretion, shall be deemed valid unless challenged at
or prior to its exercise, and the burden of proving invalidity shall rest on the
challenger.

        Section 10. Action at Meeting. When a quorum is present at any meeting,
a plurality of the votes properly cast for election to any office shall elect to
such office and a majority of the votes properly cast upon any question other
than an election to an office shall decide the question, except when a larger
vote is required by law, by the Amended and Restated Certificate of
Incorporation or by these By-laws. No ballot shall be required for any election
unless requested by a stockholder present or represented at the meeting and
entitled to vote in the election.



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        Section 11. Nomination of Directors. Except as otherwise set forth in
Section 12 below, only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors. The nomination
for election to the Board of Directors of the Corporation at a meeting of
stockholders may be made by the Board of Directors or by any stockholder of the
Corporation entitled to vote for the election of directors at such meeting who
complies with the notice procedures set forth in this Section 2.11. Such
nominations (other than (i) nominations of the type set forth in Section 12 or
(ii) nominations made by or on behalf of the Board of Directors) shall be made
by notice in writing delivered or mailed by first class United States mail,
postage prepaid, to the Secretary, and received at the principal executive
offices of the Corporation not less than sixty days nor more than ninety (90)
days prior to the anniversary date of the immediately preceding annual meeting
of stockholders; provided, however, that if the annual meeting is not held
within thirty (30) days before or after such anniversary date, then such
nomination shall have been delivered to or mailed and received by the Secretary
not later than the close of business on the 10th day following the date on which
the notice of the meeting was mailed or such public disclosure was made,
whichever occurs first.

        Section 12. Preferred Nomination of Directors. Notwithstanding anything
set forth in these By-Laws to the contrary, prior to any election by
stockholders or appointments by the Board of Directors, if there are not
remaining at the time of any such election by the stockholders or any such
appointment by the Board of Directors two members of the Board of Directors who
have been previously been nominated as nominees by the DDi Europe
Representatives (as defined below) and who will continue to serve as members of
the Board of Directors after any such appointment or election, (a) two holders
of the Series A preferred stock of the Corporation, or (b) two holders of the
preferred stock of DDi Europe Limited ("DDi Europe") in the event the Series A
preferred stock of the Corporation has been converted into preferred stock of
DDi Europe, or (c) two holders of the subordinated debt of DDi Europe in the
event of an exchange pursuant to Section 8B(ii) of the Certificate of
Designation (each of (a), (b) and (c) are referred to herein as the "DDi Europe
Related Securities") (who initially will be Providence Capital, LLC and
Tablerock Fund Management, LLC, the "DDi Europe Representatives"), together,
shall be entitled to nominate two persons in good faith (the "Designation
Right") to the Board of Directors (or more frequently in the event any such DDi
Europe Representative transfers any of its DDi Europe Related Securities along
with its Designation Right to an unaffiliated third party) who shall be
qualified and otherwise appropriate candidates for the Board of Directors in the
event of an election by the stockholders and a number of nominees necessary to
result in there being two acting members of the Board of Directors who have been
recommended by such DDi Europe Representatives in the event of an appointment by
the Board of Directors. Such nominations shall be made by notice in writing
delivered or mailed by first class United States mail, postage prepaid, to the
Secretary, and received at the principal executive offices of the Corporation
within sixty (60) days after the request in writing by the Board of Directors
for such nominations (or more frequently in the event such DDi Europe
Representative and any transferee thereof each certify that such DDi Europe
Representative has transferred its shares of DDi Europe Related Securities to
such transferee).

        Section 13. Notices for Nominations. All notices containing nominations
set forth in Sections 11 and 12 shall set forth (a) as to each proposed nominee
(i) the name, age, business address and, if known, residence address of each
such nominee, (ii) the principal occupation or employment of each such nominee,
(iii) the number of shares of stock of the Corporation which



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are beneficially owned by each such nominee, and (iv) any other information
concerning the nominee that must be disclosed as to nominees in proxy
solicitations pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended, including such person's written consent to be named as a
nominee and to serve as a director if elected; and (b) as to the stockholder
(including without limitation, the DDi Europe Representative) giving the notice
(i) the name and address, as they appear on the Corporation's books, of such
stockholder and (ii) the class and number of shares of the Corporation which are
beneficially owned by such stockholder. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as a
director of the Corporation.

        The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he or she should so determine, he or she shall so
declare to the meeting and the defective nomination shall be disregarded.

        Section 14. Notice of Business at Annual Meetings. At an annual meeting
of the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, (c) otherwise properly brought before an annual meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, if such business relates to the election of directors of the
Corporation, the procedures in Sections 2.11 and 2.12 must be complied with. If
such business relates to any other matter, the stockholder must have given
timely notice thereof in writing to the Secretary. 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 sixty (60) days nor more than ninety
(90) days prior to the anniversary date of the immediately preceding annual
meeting of stockholders; provide, however, that if the annual meeting is not
held within thirty (30) days before or after such anniversary date, then for the
notice by the stockholder to be timely it must be so received not later than the
close of business on the 10th day following the date on which the notice of the
meeting was mailed or such public disclosure was made, whichever occurs first. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder and (d) any material interest of the
stockholder in such business. Notwithstanding anything in these By-Laws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 2.14, except that any
stockholder proposal which complies with Rule 14a-8 of the proxy rules, or any
successor provision, promulgated under the Securities Exchange Act of 1934, as
amended, and is to be included in the Corporation's proxy statement for an
annual meeting of stockholders shall be deemed to comply with the requirements
of this Section 2.14.



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        The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 2.14, and if he or she should
so determine, the chairman shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

        Section 15. Action without Meeting. For so long as this Corporation
shall have a class of stock registered pursuant to the provisions of the
Securities Exchange Act of 1934, stockholders may not take any action by written
consent in lieu of a meeting.

        Section 16. Organization. The Chairman of the Board, or in his or her
absence the President shall call meetings of the stockholders to order, and act
as chairman of such meeting; provided, however, that the Board of Directors may
appoint any stockholder to act as chairman of any meeting in the absence of the
Chairman of the Board. The Secretary of the Corporation shall act as secretary
at all meetings of the stockholders; provided, however, that in the absence of
the Secretary at any meeting of the stockholders, the acting chairman may
appoint any person to act as secretary of the meeting.

                                   ARTICLE III

                                    DIRECTORS

        Section 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of a Board of Directors, who may
exercise all of the powers of the Corporation except as otherwise provided by
law, the Amended and Restated Certificate of Incorporation or these By-Laws. In
the event of a vacancy in the Board of Directors, the remaining directors,
except as otherwise provided by law, may exercise the powers of the full Board
of Directors until the vacancy is filled.

        Section 2. Number, Election and Term of Office. The number of directors
which shall constitute the Board of Directors shall be seven and shall initially
be comprised as of the date these By-Laws become effective as follows: (1) David
Blair, (2) Bruce McMaster, (3) Andrew Lietz, (4) Robert Amman, (5) Robert
Guezuraga, (6) Jay Hunt and (7) Carl Vertuca. Within the limits specified, the
election of directors shall be determined by resolution of the Board of
Directors or by the stockholders by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote in
the election of directors. The directors shall be elected in this manner at the
annual meeting of the stockholders, except as provided in Section 4 of this
Article III. Each director elected shall hold office until a successor is duly
elected and qualified or until his or her earlier death, resignation or removal
as hereinafter provided. The directors need not be stockholders of the
Corporation.

        Section 3. Compensation. The directors may be paid such compensation for
their services and such reimbursement for expenses of attendance at meetings as
the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the Corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.



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        Section 4. Vacancies. Any vacancy in the Board of Directors, however
occurring, including a vacancy resulting from an enlargement of the Board of
Directors, shall be filled only by vote of a majority of the directors then in
office, although less than a quorum, or by a sole remaining director. A director
elected to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office, and a director chosen to fill a position resulting from
an increase in the number of directors shall hold office until the next
election, subject to the election and qualification of his or her successor and
to his or her earlier death, resignation or removal.

        Section 5. Resignation. Any director may resign by delivering his or her
written resignation to the Corporation at its principal office or to the
President or Secretary. Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

        Section 6. Regular Meeting. The regular meetings of the Board of
Directors may be held without notice at such time and place, either within or
without the State of Delaware, as shall be determined from time to time by the
Board of Directors; provided, that any director who is absent when such a
determination is made shall be given notice of the determination. A regular
meeting of the Board of Directors may be held without notice immediately after
and at the same place as the annual meeting of stockholders.

        Section 7. Special Meeting. Special meetings of the Board of Directors
may be held at any time and place. within or without the State of Delaware,
designated in a call by the Chairman of the Board of Directors, the Chief
Executive Officer (or if there is no Chief Executive Officer, the President),
two or more directors or by one director in the event that there is only a
single director in office.

        Section 8. Notice of Special Meetings. Notice of any special meeting of
the Board of Directors shall be given to each director by the Secretary or by
the officer or one of the directors calling the meeting. The notice shall be
duly given to each director (i) by giving notice to such director in person or
by telephone at least twenty four (24) hours in advance of the meeting, (ii) by
sending a telegram, telecopy, or telex, or delivering written notice by hand, to
his or her last known business or home address at least twenty four (24) hours
in advance of the meeting, or (iii) by mailing written notice to his or her last
known business or home address at least seventy two (72) hours in advance of the
meeting. A notice or waiver of notice of a special meeting of the Board of
Directors need not specify the purposes of the meeting.

        Section 9. Meeting by Telephone Conference Calls. The Board of Directors
or any members of any committee of the Board of Directors designated by the
directors may participate in a meeting at the Board of Directors or such
committee by means of conference telephone, video conference or other
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation by such means shall constitute
presence in person at such meeting.

        Section 10. Quorum. A majority of the total number of the whole Board of
Directors shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall



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less than one-third (1/3) of the number of directors so fixed constitute a
quorum. In the absence of a quorum at any such meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice, other than announcement at the meeting, until a quorum shall be present.

        Section 11. Action at Meeting. At any meeting of the Board of Directors
at which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, the
Amended and Restated Certificate of Incorporation or these By-Laws.

        Section 12. Action by Consent. Any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing or by electronic transmission, and
such writings or electronic transmission or transmissions are filed with the
records of the meetings of the board or of such committee. Such filing shall be
in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form. Such consent
shall be treated for all purposes as the act of the board or of such committee,
as the case may be.

        Section 13. Removal. The directors of the Corporation may not be removed
without cause and may be removed for cause only by the affirmative vote of the
holders of more than fifty percent (50%) of the shares of the capital stock of
the Corporation issued and outstanding and entitled to vote generally in the
election of directors cast at a meeting of the stockholders called for that
purpose.

        Section 14. Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board of Directors may designate one 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 or disqualification of a member of a committee,
the member or members of the committee present at any meeting and not
disqualified from voting, whether or not he, she or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of the General Corporation Law of the State of
Delaware, 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 which
may require it. Each such committee shall keep minutes and make such reports as
the Board of Directors may from time to time request. Except as the Board of
Directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the directors or in such
rules, its business shall be conducted as nearly as possible in the same manner
as is provided in these By-Laws for the Board of Directors.



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                                   ARTICLE IV

                                    OFFICERS

        Section 1. Enumeration. The officers of the Corporation shall consist of
a Chief Executive Officer, a President, a Chief Financial Officer, a Secretary
and a Treasurer. The Board of Directors may appoint other officers with such
titles and powers as it may deem appropriate, including, without limitation one
or more Vice Presidents and one or more Controllers.

        Section 2. Election. The Chief Executive Officer, President, Chief
Financial Officer, Secretary and Treasurer shall be elected annually by the
Board of Directors at its first meeting following the annual meeting of
stockholders. Other officers may be appointed by the Board of Directors at such
meeting or at any other meeting.

        Section 3. Qualification. No officer need be a stockholder of the
Corporation. Any two or more offices may be held by the same person.

        Section 4. Tenure. Except as otherwise provided by law, by the Amended
and Restated Certificate of Incorporation or by these By-Laws, each officer
shall hold office until his or her successor is elected and qualified, unless a
different term is specified in the vote choosing or appointing him or her, or
until his or her earlier death, resignation or removal.

        Section 5. Resignation and Removal. Any officer may resign by delivering
his or her written resignation to the Corporation at its principal office or to
the Chief Executive Officer or Secretary. Such resignation shall be effective
upon receipt unless it is specified to be effective at some other time or upon
the happening of some other event. Any officer may be removed at any time, with
or without cause, by vote of a majority of the entire number of directors then
in office.

        Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his or her resignation or removal, or any right to damages
on account of such removal, whether his or her compensation be by the month or
by the year or otherwise, unless such compensation is expressly provided in a
duly authorized written agreement with the Corporation.

        Section 6. Vacancies. The Board of Directors may fill any vacancy
occurring in any office for any reason and may, in its discretion, leave
unfilled for such period as it may determine any offices other than those of
Chief Executive Officer, President, Secretary and Treasurer. Each such successor
shall hold office for the unexpired term of his or her predecessor and until his
or her successor is elected and qualified, or until his or her earlier death,
resignation or removal.

        Section 7. Chairman of the Board. The Board of Directors may appoint a
Chairman of the Board. If the Board of Directors appoints a Chairman of the
Board, he or she shall perform such duties and possess such powers as are
assigned to him or her by the Board of Directors.

        Section 8. Chief Executive Officer. The Chief Executive Officer shall,
subject to the direction of the Board of Directors, have general charge and
supervision of the business of the Corporation. Unless otherwise provided by the
Board of Directors, he or she shall preside at all



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meetings of the stockholders and, if he or she is a director and subject to the
provisions of Section 4.7, at all meetings of the Board of Directors. The Chief
Executive Officer shall perform such other duties and possess such other powers
as the Board of Directors may from time to time prescribe.

        Section 9. President. The President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe. In the event of the absence, inability or refusal
to act of the Chief Executive Officer, the President shall perform the duties of
the Chief Executive Officer and when so performing shall have all the powers of
and be subject to all the restrictions upon the office of Chief Executive
Officer.

        Section 10. Chief Financial Officer. The Chief Financial Officer shall
perform such duties and possess such powers as the Board of Directors or the
Chief Executive Officer may from time to time prescribe. The Chief Financial
Officer shall have the custody of the corporate funds and securities; shall keep
full and accurate all books and accounts of the Corporation as shall be
necessary or desirable in accordance with applicable law or generally accepted
accounting principles; shall deposit all monies and other valuable effects in
the name and to the credit of the Corporation as may be ordered by the Chairman
of the Board or the Board of Directors; shall cause the funds of the Corporation
to be disbursed when such disbursements have been duly authorized, taking proper
vouchers for such disbursements; and shall render to the Board of Directors, at
its regular meeting or when the Board of Directors so requires, an account of
the Corporation.

        Section 11. Vice Presidents. Any Vice President shall perform such
duties and possess such powers as the Board of Directors, the Chief Executive
Officer or the President may from time to time prescribe. The Board of Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President or any other such title.

        Section 12. Controllers. Any Controller shall perform such duties and
possess such powers as the Board of Directors, the Chief Executive Officer or
any Vice President may from time to time prescribe. The Board of Directors may
assign to any Controller the title of Assistant Controller or any other such
title.

        Section 13. Secretary. The Secretary shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe. In addition, the Secretary shall perform such
duties and have such powers as are incident to the office of the Secretary,
including without limitation the duty and power to give notices of all meetings
of stockholders and special meetings of the Board of Directors, to attend all
meetings of stockholders and the Board of Directors and keep a record of the
proceedings, to maintain a stock ledger and prepare lists of stockholders and
their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.

        In the event of the absence, inability or refusal to act of the
Secretary at any meeting of stockholders or directors, the person presiding at
the meeting shall designate a temporary secretary to keep a record of the
meeting.



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<PAGE>

        Section 14. Treasurer. The Treasurer shall perform such duties and
possess such powers as the Board of Directors, the Chief Executive Officer or
the Chief Financial Officer may from time to time prescribe. In addition, the
Treasurer shall perform such duties and have such powers as are incident to the
office of Treasurer, including without limitation the duty and power to keep and
be responsible for all funds and securities of the Corporation, to deposit funds
of the Corporation in depositories selected in accordance with these By-Laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
Corporation. Unless the Board of Directors has designated another officer as
Chief Financial Officer, the Treasurer shall be the Chief Financial Officer of
the Corporation.

        In the event of the absence, inability or refusal to act of the
Treasurer, the Board of Directors shall appoint a temporary treasurer, who shall
perform the duties and exercise the powers of the Treasurer.

        Section 15. Other Officers, Assistant Officers and Agents. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these By-laws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the Board of Directors.

        Section 16. Salaries. Officers of the Corporation shall be entitled to
such salaries, compensation or reimbursement as shall be fixed or allowed from
time to time by the Board of Directors.

                                   ARTICLE V

                                 CAPITAL STOCK

        Section 1. Issuance of Stock. Unless otherwise voted by the stockholders
and subject to the provisions of the Amended and Restated Certificate of
Incorporation, the whole or any part of any unissued balance of the authorized
capital stock of the Corporation or the whole or any part of any unissued
balance of the authorized capital stock of the Corporation held in its treasury
may be issued, sold, transferred or otherwise disposed of by vote of the Board
of Directors in such manner, for such consideration and on such terms as the
Board of Directors may determine.

        Section 2. Certificates of Stock. Every holder of stock of the
Corporation shall be entitled to have a certificate, in such form as may be
prescribed by law and by the Board of Directors, certifying the number and class
of shares owned by him or her in the Corporation. Each such certificate shall be
signed by, or in the name of the Corporation by, the Chairman of the Board of
Directors, the Chief Executive Officer or the President, and the Treasurer or
the Secretary of the Corporation. Any or all of the signatures on the
certificate may be a facsimile.

        Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Amended and Restated Certificate of
Incorporation, these By-Laws, applicable securities laws or any agreement among
any number of stockholders or among such holders and the Corporation shall have
conspicuously noted on the face or back of the certificate either the full text
of the restriction or a statement of the existence of such restriction.



                                       11
<PAGE>

        Section 3. Transfer. Except as otherwise established by rules and
regulations adopted by the Board of Directors, and subject to applicable law,
shares of stock may be transferred on the books of the Corporation by the
surrender to the Corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment or power of attorney properly executed, and with such proof of
authority or the authenticity of signature as the Corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Amended and Restated Certificate of Incorporation or by these By-Laws, the
Corporation shall be entitled to treat the record holder of stock as shown on
its books as the owner of such stock for all purposes. including the payment of
dividends and the right to vote with respect to such stock, regardless of any
transfer, pledge or other disposition of such stock, until the shares have been
transferred on the books of the Corporation in accordance wit the requirements
of these By-Laws.

        Section 4. Lost, Stolen or Destroyed Certificates. The Corporation may
issue a new certificate of stock in place of any previously issued certificate
alleged to have been lost, stolen, or destroyed, upon such terms and conditions
as the Board of Directors may prescribe, including the presentation of
reasonable evidence of such loss, theft or destruction and the giving of such
indemnity as the Board of Directors may require for the protection of the
Corporation or any transfer agent or registrar.

        Section 5. Record Date. The Board of Directors may fix in advance a date
as a record date for the determination of the stockholders entitled to notice of
or to vote at any meeting of stockholders, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date 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 to which such record date relates.

        If no record date is fixed, 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 before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating to such purpose.

        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.

        Section 6. Dividends. Subject to limitations contained in the General
Corporation Law of the State of Delaware, the Amended and Restated Certificate
of Incorporation and these By-laws, the Board of Directors may declare and pay
dividends upon the shares of capital stock of the Corporation, which dividends
may be paid either in cash, in property or in shares of the capital stock of the
Corporation.



                                       12
<PAGE>

                                   ARTICLE VI

                               GENERAL PROVISIONS

        Section 1. Fiscal Year. Except as from time to time otherwise designated
by the Board of Directors, the fiscal year of the Corporation shall begin on the
first day of January in each year and end on the last day of December in each
year.

        Section 2. Corporate Seal. The corporate seal shall be in such form as
shall be approved by the Board of Directors.

        Section 3. Waiver of Notice. Whenever any notice whatsoever is required
to be given by law, by the Amended and Restated Certificate of Incorporation or
by these By-Laws, a waiver of such notice either in writing signed by the person
entitled to such notice or such persons duly authorized attorney, or by
telegraph, cable or any other available method, whether before, at or after the
time stated in such waiver, or by the appearance of such person at such meeting
in person or by proxy, shall be deemed equivalent to such notice. Any member of
the Board of Directors or any committee thereof who is present at a meeting
shall be conclusively presumed to have waived notice of such meeting except when
such member attends for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened. Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed
with the person acting as the secretary of the meeting before the adjournment
thereof or shall be forwarded by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to any member who voted in favor of such action.

        Section 4. Voting of Securities. Except as the directors may otherwise
designate, the Chief Executive Officer or Treasurer may waive notice of, and act
as, or appoint any person or persons to act as, proxy or attorney-in-fact for
this Corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this Corporation.

        Section 5. Evidence of Authority. A certificate by the Secretary, or a
temporary secretary, as to any action taken by the stockholders, directors, a
committee or any officer or representative of the Corporation shall, as to all
persons who rely on the certificate in good faith, be conclusive evidence of
such action.

        Section 6. Certificate of Incorporation. All references in these By-Laws
to the Certificate of Incorporation shall be deemed to refer to the Amended and
Restated Certificate of Incorporation of the Corporation, as may be further
amended or restated and in effect from time to time.

        Section 7. Transactions with Interested Parties. No contract or
transaction between the Corporation and one or more of the directors or
officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of the directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable



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<PAGE>

solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the Board of Directors or a committee of the
Board of Directors which authorizes the contract or transaction or solely
because his, her or their votes are counted for such purpose, if:

                (a) The material facts as to his, her or their relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee of
the Board of Directors in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum;

                (b) The material facts as to his, her or their relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or

                (c) The contract or transaction is fair as to the Corporation as
of the time it is authorized, approved or ratified by the Board of Directors, a
committee of the Board of Directors, or the stockholders.

        Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

        Section 8. Severability. Any determination that any provision of these
By-Laws is for any reason inapplicable, illegal or ineffective shall not affect
or invalidate any other provision of these By-Laws.

        Section 9. Pronouns. All pronouns used in these By-Laws shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.

        Section 10. Contracts. In addition to the powers otherwise granted to
officers pursuant to Article 4 hereof, the Board of Directors may authorize any
officer or officers, or any agent or agents, of the Corporation to enter into
any contract or to execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to
specific instances.

        Section 11. Inspection of Books and Records. The Board of Directors
shall have power from time to time to determine to what extent and at what times
and places and under what conditions and regulations the accounts and books of
the Corporation, or any of them, shall be open to the inspection of the
stockholders; and no stockholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by the laws of the
State of Delaware, unless and until authorized so to do by resolution of the
Board of Directors or of the stockholders of the Corporation,

        Section 12. Section Headings. Section headings in these By-laws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.



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<PAGE>

        Section 13. Inconsistent Provisions. In the event that any provision of
these By-laws is or becomes inconsistent with any provision of the Amended and
Restated Certificate of Incorporation, the General Corporation Law of the State
of Delaware or any other applicable law, the provision of these By-laws shall
not be given any effect to the extent of such inconsistency but shall otherwise
be given full force and effect.

                                  ARTICLE VII

                                   AMENDMENTS

        Section 1. By the Board of Directors. Any provision of these By-Laws
(other than Section 12 of Article II) may be altered, amended or repealed or new
By-Laws may be adopted by the affirmative vote of a majority of the directors
present at any regular or special meeting of the Board of Directors at which a
quorum is present, so long as a majority of the "independent directors" as such
term is defined in the NASD Market Place Rules, approves such alteration,
amendment, repeal or adoption.

        Section 2. By the Stockholders. Notwithstanding any other provision of
law, the Amended and Restated Certificate of Incorporation or these By-Laws, and
notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of more than fifty percent (50%) of the shares
of Common Stock of the Corporation issued and outstanding and entitled to vote
generally in the election of directors shall be required to alter, amend or
repeal any provision of these By-Laws (other than Section 12 of Article II) or
to adopt new By-Laws, unless such alteration, amendment or repeal has been
approved by a majority of "independent directors" as such term is defined in the
NASD Market Place Rules, in which case no stockholder vote shall be required;
provided, however that, notwithstanding the foregoing, the affirmative vote of
the holders of more than fifty percent (50%) of the DDi Europe Related
Securities issued and outstanding shall be required to alter, amend or repeal
Section 12 of Article II of these By-Laws; and provided, further that in the
event there is an alteration, amendment, repeal or adoption of a provision of
the By-Laws by the directors as set forth in Section 1 above, the stockholders
may reverse such action and substitute therefor or alter, amend or repeal such
provision of the By-Laws so altered, amended, repealed or adopted by the
directors, by the affirmative vote of the holders of more than fifty percent
(50%) of the shares of Common Stock of the Corporation issued and outstanding
and entitled to vote.

                                  ARTICLE VIII

                          NOTICES AND WAIVERS GENERALLY

        Section 1. Form of Notice. Whenever by law, the Amended and Restated
Certificate of Incorporation or these By-Laws, notice is to be given to any
director or stockholder, and no provision is made as to how such notice will be
given, such notice shall be given, in writing, by mail, postage prepaid,
addressed to such director or stockholder at such address as appears on the
books of the Corporation. Any notice required or permitted to be given by mail
shall be deemed to be given at the time the same is deposited in the United
States mails. Notice to stockholders may be given by a form of electronic
transmission consented to by the stockholders to whom the notice is given.



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<PAGE>

        Notice to directors may be given by telecopier, electronic mail or other
means of electronic transmission.

        Section 2. Waiver. Whenever any notice is required to be given to any
stockholder or director as required by law, the Amended and Restated Certificate
of Incorporation or these By-Laws, a waiver thereof in writing signed by the
person or persons entitled to such notice or a waiver of notice by electronic
transmission, whether before or after the time stated in such notice, shall be
equivalent to the giving of such notice. Attendance of a stockholder or director
at a meeting shall constitute a waiver of notice of such meeting, except where
such a stockholder or director attends for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business on the ground
that the meeting has not been lawfully called or convened.



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