EXHIBIT 4.02
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                                  DSL.NET, INC.

                                  * * * * * * *

                          AMENDED AND RESTATED BY-LAWS

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1.          OFFICES.
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            1.1 REGISTERED OFFICE. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

            1.2 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.

2.          MEETINGS OF STOCKHOLDERS.
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            2.1 PLACE OF MEETINGS. All meetings of the stockholders shall be
held at such place either within or without the State of Delaware as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

            2.2 ANNUAL MEETING. Annual meetings of stockholders shall be held on
such date and at such time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting, at which the stockholders
shall elect a Board of Directors and transact such other business as may
properly be brought before the meeting.

            2.3 ANNUAL MEETING NOTICE. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten, nor more than
sixty, days before the date of the meeting.

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

            2.5 SPECIAL STOCKHOLDERS MEETINGS. Special meetings of stockholders
may be called at any time by the Chairman of the Board (if any), a majority of
the Board of Directors or the President and shall be held at such place, on such
date and at such time as shall be fixed by the Board of Directors or the person
calling the meeting. 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.

            2.6 NOTICE OF SPECIAL MEETING. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given not less than ten, nor more than
sixty, days before the date of the meeting, to each stockholder entitled to vote
at such meeting.

            2.7 PURPOSES OF SPECIAL MEETINGS. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

            2.8 QUORUM. A majority of the voting power of the Corporation,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business except as otherwise
provided by statute, the Certificate of Incorporation or these by-laws. Shares
held by brokers which such brokers are prohibited from voting (pursuant to their
discretionary authority on behalf of beneficial owners of such shares who have
not submitted a proxy with respect to such shares) on some or all of the matters
before the stockholders, but which shares would otherwise be entitled to vote at
the meeting ("Broker Non-Votes") shall be counted, for the purpose of
determining the presence or absence of a quorum, both (a) toward the total
voting power of the shares of capital stock of the Corporation and (b) as being
represented by proxy. If a quorum has been established for the purpose of
conducting the meeting, a quorum shall be deemed to be present for the purpose
of all votes to be conducted at such meeting, provided that where a separate
vote by a class or classes, or series thereof, is required, a majority of the
voting power of the shares of such class or classes, or series, present in
person or represented by proxy shall constitute a quorum entitled to take action
with respect to that vote on that matter. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the chairman of the
meeting or the stockholders holding a majority of the voting power of the shares
of stock entitled to vote thereat, present in person or represented by proxy,
shall have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

            2.9 CONTROLLING VOTE. When a quorum is present at any meeting, the
vote of the holders of a majority of the voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express
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provision of a statute, the Certificate of Incorporation or these by-laws a
different vote is required, in which case such express provision shall govern
and control the decision of such question. Any election of directors by the
stockholders shall be determined by a plurality of the votes cast by the
stockholders entitled to vote at such election, except as otherwise provided by
the Certificate of Incorporation. For the purposes of this Section 2.9, Broker
Non-Votes represented at the meeting but not permitted to vote on a particular
matter shall not be counted, with respect to the vote on such matter, in the
number of (a) votes cast, (b) votes cast affirmatively, or (c) votes cast
negatively.

            2.10 VOTING AND PROXIES. At any meeting of the stockholders, each
stockholder shall have one vote for each share of stock entitled to vote at such
meeting held of record by such stockholder and a proportionate vote for each
fractional share so held, unless otherwise provided in the Certificate of
Incorporation. Each stockholder of record entitled to vote at a meeting of
stockholders, or to express consent or dissent to corporate action in writing
without a meeting (to the extent not otherwise prohibited by the Certificate of
Incorporation or these by-laws), may vote or express such consent or dissent in
person or may authorize another person or persons to vote or act for such
stockholder by written proxy executed by such stockholder or his or her
authorized agent or by a transmission permitted by law 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. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to this Section
2.10 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 reproduction shall
be a complete reproduction of the entire original writing or transmission.

            All voting, including on the election of directors but excepting
where otherwise required by law or the Certificate of Incorporation, may take
place via a voice vote. Any vote not taken by voice shall be taken by ballots,
each of which shall state the name of the stockholder or proxy voting and such
other information as may be required under the procedure established for the
meeting.

            2.11 ACTION TAKEN BY WRITTEN CONSENT. Holders of the Common Stock of
the Corporation may not take any action by written consent in lieu of a meeting.
Except as otherwise set forth in the certificate of designation for any class or
series of preferred stock, holders of a class or series of Preferred Stock
(including the Series X Preferred Stock and the Series Y Preferred Stock), when
voting or acting as a separate class or series, may take action by written
consent in lieu of a meeting.

            2.12 INTRODUCTION OF BUSINESS AT MEETINGS.

                 (a) Annual Meetings of Stockholders.

                     (i) Nominations of persons for election to the Board of
                 Directors and the proposal of business to be considered by the
                 stockholders may be made at an annual meeting of stockholders
                 (A) pursuant to the Corporation's notice of
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                 meeting, (B) by or at the direction of the Board of Directors
                 or (C) by any stockholder of the Corporation who was a
                 stockholder of record at the time of giving of notice provided
                 for in this Section 2.12, who is entitled to vote at the
                 meeting and who complies with the notice procedures set forth
                 in this Section 2.12.

                     (ii) For nominations or other business to be properly
                 brought before an annual meeting by a stockholder pursuant to
                 clause (C) of paragraph (a)(i) of this Section 2.12, the
                 stockholder must have given timely notice thereof in writing to
                 the Secretary of the Corporation and such other business must
                 otherwise be a proper matter for stockholder action. To be
                 timely, a stockholder's notice shall be delivered to the
                 Secretary at the principal executive offices of the Corporation
                 not later than the close of business on the one hundred
                 twentieth (120th) day nor earlier than the close of business on
                 the one hundred fiftieth (150th) day prior to the first
                 anniversary of the date of the proxy statement delivered to
                 stockholders in connection with the preceding year's annual
                 meeting; provided, however, that if either (1) the date of the
                 annual meeting is more than thirty (30) days before or more
                 than sixty (60) days after such an anniversary date or (2) no
                 proxy statement was delivered to stockholders in connection
                 with the preceding year's annual meeting, notice by the
                 stockholder to be timely must be so delivered not earlier than
                 the close of business on the ninetieth (90th) day prior to such
                 annual meeting and not later than the close of business on the
                 later of the sixtieth (60th) day prior to such annual meeting
                 or the close of business on the tenth (10th) day following the
                 day on which public announcement of the date of such meeting is
                 first made by the Corporation. Such stockholder's notice shall
                 set forth (a) as to each person whom the stockholder proposes
                 to nominate for election or reelection as a director, all
                 information relating to such person that is required to be
                 disclosed in solicitations of proxies for election of
                 directors, or is otherwise required, in each case pursuant to
                 Regulation 14A under the Securities Exchange Act of 1934 (the
                 "Exchange Act") (including such person's written consent to
                 being named in the proxy statement as a nominee and to serving
                 as a director if elected); (b) as to any other business that
                 the stockholder proposes to bring before the meeting, a brief
                 description of the business desired to be brought before the
                 meeting, the reasons for conducting such business at the
                 meeting and any material interest in such business of such
                 stockholder and the beneficial owner, if any, on whose behalf
                 the proposal is made; and (c) as to the stockholder giving the
                 notice and the beneficial owner, if any, on whose behalf the
                 nomination or proposal is made (i) the name and address of such
                 stockholder, as they appear on the Corporation's books, and of
                 such beneficial owner and (ii) the class and number of shares
                 of capital stock of the Corporation that are owned beneficially
                 and held of record by such stockholder and such beneficial
                 owner.

                     (iii) Notwithstanding anything in the second sentence of
                 paragraph (a)(ii) of this Section 2.12 to the contrary, in the
                 event that the number of directors to be elected to the Board
                 of Directors of the Corporation is increased and there is no
                 public announcement by the Corporation naming all of the
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                 nominees for director or specifying the size of the increased
                 Board of Directors at least one hundred twenty (120) days prior
                 to the first anniversary of the preceding year's annual meeting
                 (or, if the annual meeting is held more than thirty (30) days
                 before or sixty (60) days after such anniversary date, at least
                 ninety (90) days prior to such annual meeting), a stockholder's
                 notice required by this Section 2.12 shall also be considered
                 timely, but only with respect to nominees for any new positions
                 created by such increase, if it shall be delivered to the
                 Secretary at the principal executive office of the Corporation
                 not later than the close of business on the tenth (10th) day
                 following the day on which such public announcement is first
                 made by the Corporation.

                        (b) Special Meetings of Stockholders. Only such business
            shall be conducted at a special meeting of stockholders as shall
            have been brought before the meeting pursuant to the Corporation's
            notice of meeting. Nominations of persons for election to the Board
            of Directors may be made at a special meeting of stockholders at
            which directors are to be elected pursuant to the Corporation's
            notice of meeting (i) by or at the direction of the Board of
            Directors or (ii) provided that the Board of Directors has
            determined that directors shall be elected at such meeting, by any
            stockholder of the Corporation who is a stockholder of record at the
            time of giving of notice of the special meeting, who shall be
            entitled to vote at the meeting and who complies with the notice
            procedures set forth in this Section 2.12. If the Corporation calls
            a special meeting of stockholders for the purpose of electing one or
            more directors to the Board of Directors, any such stockholder may
            nominate a person or persons (as the case may be), for election to
            such position(s) as specified in the Corporation's notice of
            meeting, if the stockholder's notice required by paragraph (a)(ii)
            of this Section 2.12 shall be delivered to the Secretary at the
            principal executive offices of the Corporation not earlier than the
            ninetieth (90th) day prior to such special meeting nor later than
            the later of (x) the close of business on the sixtieth (60th) day
            prior to such special meeting or (y) the close of business on the
            tenth (10th) day following the day on which public announcement is
            first made of the date of such special meeting and of the nominees
            proposed by the Board of Directors to be elected at such meeting.

                 (c) General.

                     (i) Only such persons who are nominated in accordance with
                 the procedures set forth in this Section 2.12 shall be eligible
                 to serve as directors and only such business shall be conducted
                 at a meeting of stockholders as shall have been brought before
                 the meeting in accordance with the procedures set forth in this
                 Section 2.12. Except as otherwise provided by law, the
                 Certificate of Incorporation or these by-laws, the chairman of
                 the meeting shall have the power and duty to determine whether
                 a nomination or any business proposed to be brought before the
                 meeting was made or proposed, as the case may be, in accordance
                 with the procedures set forth in this Section 2.12 and, if any
                 proposed nomination or business is not in compliance herewith,
                 to declare that such defective proposal or nomination shall be
                 disregarded.
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                     (ii) For purposes of this Section 2.12, "public
                 announcement" shall mean disclosure in a press release reported
                 by the Dow Jones News Service, Associated Press, PR Newswire,
                 Business Wire or comparable national news service or in a
                 document publicly filed by the Corporation with the Securities
                 and Exchange Commission pursuant to Section 13, 14 or 15(d) of
                 the Exchange Act.

                     (iii) Notwithstanding the foregoing provisions of this
                 Section 2.12, a stockholder shall also comply with all
                 applicable requirements of the Exchange Act and the rules and
                 regulations thereunder with respect to the matters set forth
                 herein. Nothing in this Section 2.12 shall be deemed to affect
                 any rights (A) of stockholders to request inclusion of
                 proposals in the Corporation's proxy statement pursuant to Rule
                 14a-8 under the Exchange Act or (B) of the holders of any
                 series of Preferred Stock to elect directors under specified
                 circumstances.

3.          DIRECTORS.
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            3.1 NUMBER AND ELECTION. The number of directors which shall
constitute the whole Board of Directors shall be determined by resolution of the
Board of Directors, but in no event shall be less than three. The number of
directors may be decreased at any time and from time to time by a majority of
the directors then in office, but only to eliminate vacancies existing by reason
of the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of the
stockholders (or, if so determined by the Board of Directors pursuant to Section
2.12, at a special meeting of stockholders) as provided in Section 2, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders of the Corporation.

            3.2 POWERS OF THE BOARD. The business of the Corporation shall be
managed by or under the direction of its Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these by-laws
directed or required to be exercised or done by the stockholders.

            3.3 PLACE OF MEETINGS. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

            3.4 ANNUAL MEETING. An annual meeting of each newly elected Board of
Directors shall be held directly following each annual meeting of the
stockholders for the purpose of appointing the officers of the Corporation and
transacting such other business as shall be brought before such meeting. No
notice of the annual meeting shall be necessary to the newly elected directors
in order legally to constitute the meeting, provided a quorum shall be present.
In the event of the failure of the newly elected Board of Directors to meet
directly following the annual stockholders' meeting, the annual meeting of the
Board of Directors may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver signed by all of the
directors.
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            3.5 REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall from time to time
be determined by the Board.

            3.6 SPECIAL MEETINGS. Special meetings of the Board may be called by
the Chairman of the Board (if any), the president or the secretary and shall be
called by the president or secretary on the written request of any director.
Notice of any special meeting of directors shall be given to each director by
the secretary or by the officer or one of the directors requesting the meeting.
Notice shall be duly given to each director (i) by giving notice to such
director in person or by telephone at least 24 hours in advance of the meeting,
(ii) by sending a telegram or delivering written notice by facsimile
transmission, by e-mail or by hand, to his or her last known business, home or
e-mail address at least 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 72
hours in advance of the meeting. A notice or waiver of notice of a meeting of
the Board of Directors need not specify the purposes of the meeting.

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

            3.8 ACTION TAKEN BY WRITTEN CONSENT. Unless otherwise restricted by
the Certificate of Incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board or committee.

            3.9 MEETINGS BY CONFERENCE CALL. Unless otherwise restricted by the
Certificate of Incorporation or these by-laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

            3.10 COMMITTEES.

                        (a) 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. Such committee or committees shall have such name or
            names, powers and functions as may be determined from time to time
            by resolution adopted by the Board of Directors.
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                        (b) 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 thereof present at any meeting and not
            disqualified from voting, whether or not constituting 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.

                        (c) 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.

            3.11 MINUTES OF COMMITTEE MEETINGS. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

            3.12 COMPENSATION OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or these by-laws, the Board of Directors shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for serving on such committees and attending committee
meetings.

            3.13 VACANCIES. Unless and until filled by the stockholders, any
vacancy in the Board of Directors, however occurring, including a vacancy
resulting from an enlargement thereof, may be filled by vote of a majority of
the directors then in office, although less than a quorum, or by a sole
remaining director.

4.          NOTICES.
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            4.1 NOTICES. Whenever, under the provisions of any statute or of the
Certificate of Incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at such person's address as it appears on the records
of the Corporation, with postage thereon prepaid, and such notice shall be
deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by telegram, facsimile or
e-mail.

            4.2 WAIVER OF NOTICE. Whenever any notice is required to be given
under the provisions of any statute or of the Certificate of Incorporation or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after
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the time stated therein, or the appearance of such person or persons at such
meeting in person or by proxy, shall be deemed equivalent thereto.

5.          OFFICERS.
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            5.1 ELECTION OF OFFICERS. The officers of the Corporation shall be
chosen by the Board of Directors at its annual meeting following each annual
meeting of the stockholders and shall be a president, a secretary and a
treasurer. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these by-laws otherwise provide.

            5.2 OTHER OFFICERS. The Board of Directors may also appoint a
Chairman of the Board, one or more vice presidents, one or more 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. The Chairman of the Board, if any, shall be
elected from the members of the Board of Directors.

            5.3 SUCCESSORS. The officers of the Corporation shall hold office
until their successors are chosen and qualified. Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors.

            5.4 CHAIRMAN OF THE BOARD. If provided by the Board of Directors,
the Chairman shall be the chief executive officer of the Corporation and shall
perform such duties and possess such powers as are designated by the Board of
Directors. The Chairman shall preside at all meetings of the stockholders and
the Board of Directors, and, if designated as the chief executive officer of the
Corporation, shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The chairman may execute bonds, mortgages and
other contracts requiring a seal, under the seal of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the Corporation. The
chairman may appoint an acting Secretary to record all the proceedings of the
meetings of the Corporation in the event that the Secretary or an Assistant
Secretary is unable to do so.

            5.5 PRESIDENT. Unless otherwise provided by the Board of Directors,
the president shall be the chief executive officer of the Corporation. In the
absence of the chairman or in the event of the chairman's inability or refusal
to act, the president shall preside at all meetings of the stockholders and the
Board of Directors, shall have the power to appoint an acting Secretary if
needed to record all proceedings of the Corporation, shall have general and
active management of the business of the Corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect. The
president shall perform such other duties and shall have such other powers as
the Board of Directors may from time to time prescribe. The president shall
execute bonds, mortgages and other contracts requiring a seal, under the seal of
the Corporation, except where required or permitted by law to be otherwise
signed and executed and
<PAGE>

except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the Corporation.

            5.6 VICE PRESIDENTS. Any vice president shall perform such duties
and possess such powers as the Board of Directors or the president may from time
to time prescribe. In the absence of the president or in the event of the
president's inability or refusal to act, the vice president (or in the event
there be more than one vice president, the vice presidents in the order
designated by the directors, or in the absence of any designation, then any vice
president) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice president shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

            5.7 SECRETARY. The secretary shall perform such duties and shall
have such powers as the Board of Directors or the President 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 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. 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 such officer's signature.

            5.8 ASSISTANT SECRETARY. Any assistant secretary shall perform such
duties and possess such powers as the Board of Directors, the president or the
secretary may from time to time prescribe. The assistant secretary, or if there
be more than one, the assistant secretaries in the order determined by the Board
of Directors (or if there be no such determination, then any assistant
secretary) shall, in the absence of the secretary or in the event of the
secretary's inability or refusal to act, perform the duties and exercise the
powers of the secretary and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

            5.9 TREASURER. The treasurer shall perform such duties and shall
have such powers as the Board of Directors or the president 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 for 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.

            5.10 ASSISTANT TREASURER. The assistant treasurers shall perform
such duties and possess such powers as the Board of Directors, the president or
the treasurer may from time to time prescribe. The assistant treasurer, or if
there shall be more than one, the assistant treasurers in the order determined
by the Board of Directors (or if there be no such determination, then any
assistant treasurer), shall, in the absence of the treasurer or in the event of
the treasurer's inability
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or refusal to act, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

6.          CERTIFICATES OF STOCK.
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            6.1 CERTIFICATE. 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 such holder in the Corporation.

            6.2 STOCK LEGENDS. Every certificate for shares of stock which are
subject to any restriction on transfer pursuant to the Certificate of
Incorporation, these by-laws or any agreement to which the Corporation is a
party, 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 and a statement that the Corporation will furnish a copy thereof to
the holder of such certificate upon written request and without charge. Every
certificate issued when the Corporation is authorized to issue more than one
class or series of stock shall set forth on its face or back either the full
text of the preferences, voting powers, qualifications and special and relative
rights of the shares of each class and series authorized to be issued or a
statement of the existence of such preferences, powers, qualifications and
rights and a statement that the Corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.

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

            6.4 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 issuance 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 the owner's legal representative, to advertise the same in such
manner as it shall require and/or to give the Corporation a bond in such sum as
it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

            6.5 TRANSFER OF STOCK. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a
<PAGE>

new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

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

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

7.          GENERAL PROVISIONS.
            ------------------
            7.1 DIVIDENDS. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.

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

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

            7.4 FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.
<PAGE>

            7.5 CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words "Seal"
and "Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

8.          INDEMNIFICATION.
            ---------------
            8.1 ACTION AGAINST PARTY BECAUSE OF CORPORATE POSITION. The
Corporation shall indemnify, to the fullest extent permitted by applicable law
as it presently exists or may hereafter be amended, any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director or officer of the Corporation,
or such director or officer of the Corporation is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise or non-profit
entity, against expenses (including attorneys' fees and disbursements, inclusive
of any appeal), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such claim, action, suit
or proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any claim, action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner that he reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

            8.2 ACTION BY OR IN THE RIGHT OF CORPORATION. The Corporation shall
indemnify any person who is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the Corporation, or such director or officer of
the Corporation is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or non-profit entity, against expenses
(including attorneys' fees and disbursements, inclusive of any appeal) actually
and reasonably incurred by him in connection with the defense or settlement of
such claim, action or suit if he acted in good faith and in a manner he
reasonably believed to be in or is not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that a court of
competent jurisdiction (the "Court") in which such claim, action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
shall deem proper.

            8.3 REIMBURSEMENT IF SUCCESSFUL. To the extent that a present or
former director or officer of the Corporation has been successful on the merits
or otherwise in defense of any
<PAGE>

action, suit or proceeding referred to in Sections 8.1 or 8.2, or in defense of
any claims, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees and disbursements, inclusive of any appeal)
actually and reasonably incurred by such person in connection therewith,
notwithstanding that such person has not been successful (on the merits or
otherwise) on any other claim, issue or matter in any such claim, action, suit
or proceeding.

            8.4 AUTHORIZATION. Any indemnification under Sections 8.1 and 8.2
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because such person has met the applicable standard of conduct set forth in
Sections 8.1 and 8.2. Such determination shall be made, with respect to a person
who is a director or officer at the time of such determination, (a) by a
majority vote of the directors who are or were not parties to such action, suit
or proceeding, even though less than a quorum, or (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (c) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (d) by the stockholders.

            8.5 ADVANCED REIMBURSEMENT. Expenses (including attorneys' fees and
disbursements, inclusive of any appeal) incurred by an officer or director of
the Corporation in defending any pending or threatened civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this, or granted pursuant to, Section 8. Such expenses (including attorneys'
fees) incurred by former directors and officers or other employees or agents of
the Corporation may be so paid upon such terms and conditions, if any, as the
Board of Directors deems appropriate.

            8.6 INDEMNIFICATION NO EXCLUSIVE. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any statute, rule of law, provision of the Certificate of
Incorporation, as it may be amended, By-law, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person. Where such other provision
provides broader rights of indemnification than these by-laws, said other
provision shall control.

            8.7 INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation may, to
the extent authorized from time to time by the Board of Directors, provide
rights to indemnification and to the advancement of expenses to employees and
agents of the Corporation, and to such employees and agents serving at the
request of the Corporation as a director, partner, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise or
non-profit entity, similar to those conferred in this Section 8 to directors and
officers of the Corporation.
<PAGE>

            8.8 INSURANCE. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, partner, officer, employee agent of another
corporation, partnership, joint venture, trust or other enterprise or non-profit
entity against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Section 8.

9.          AMENDMENTS.
            ----------
            9.1 BY THE BOARD OF DIRECTORS. Except as is otherwise set forth in
these by-laws, these by-laws 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.

            9.2 BY THE STOCKHOLDERS. Except as otherwise set forth in these
by-laws, these by-laws may be altered, amended or repealed or new by-laws may be
adopted by the affirmative vote of the holders of a majority of the shares of
the capital stock of the Corporation issued and outstanding and entitled to vote
at any regular meeting of stockholders, or at any special meeting of
stockholders provided notice of such alteration, amendment, repeal or adoption
of new by-laws shall have been stated in the notice of such special meeting.