AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                            MOUNTAINTOP CORPORATION
                                 As Adopted on
                                October 19, 2002
                       Article I. Meeting of Stockholders

          Section 1. Annual Meeting.The annual meeting of the stockholders of
this Corporation shallbe held at the time and place designated by the Board of
Directors of the Corporation. Business transacted at the annual meeting shall
include the election of directors of the Corporation.

          Section 2. Special Meetings.Special meetings of the stockholders shall
be held when directed by the Board of Directors, or when requested in writing by
the holders of not less than 25 percent of all the shares entitled to vote at
the meeting.

          Section 3. Place.Meetings of stockholders may be held within or
without the State of Delaware.

          Section 4. Notice.Written notice stating the place, day and hour of
the meeting and, in thecase of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than 10 nor more than
60 days before the meeting, either personally or by first class mail, by or at
the direction of the president, the secretary, or the officer or persons calling
themeeting to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the stockholder athis address as it appears on the
stock transfer books of the Corporation, with postage there on prepaid. The
provisions of Section 229 of the Delaware General Corporation Law (the "DGCL")
asto waiver of notice are applicable.

Section 5. Notice of Adjourned Meetings.When a meeting is adjourned to another
time or place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on theoriginal date
of the meeting. If, however, after the adjournment the Board of Directors fixes
a new record date for the adjourned meeting, a notice of adjourned meeting,
shall be given as provided inthis section to each stockholder of record on the
new record date entitled to vote at such meeting.

          Section 6.......Closing of Transfer Books and Fixing Record Date.For
the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other purpose, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, 60
days. If the stock transfer books shall be closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such
books shall be closed for at least 10 days immediately preceding such meeting.

          In lieu of closing the stock transfer books, the Board of Directors
may fix in advance a dateas the record date for the determination of
stockholders, such date in any case to be not more than 60 days and, in case of
a meeting of stockholders, not less than 10 days prior to the date on which the
particular action requiring such determination of stockholders is to be taken.

          If the stock transfer books are not closed and no record date is fixed
for the determination ofstockholders entitled to notice or to vote at a meeting
of stockholders, or stockholders entitled to receive payment of a dividend, the
day preceding the day on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, asthe case may be, shall be the record date for such determination of
stockholders.

          When a determination of stockholders entitled to vote at any meeting
of stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, unless the Board of Directors fixes a
new record date for the adjourned meeting.



Section 7. Stockholder Quorum and Voting.A majority of the outstanding shares of
each class or series of voting stock then entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders. When
a specified item of business is required to be voted on by a class or series of
stock, a majority of the outstanding shares of such class or seriesshall
constitute a quorum for the transaction of such item of business by that class
or series.

          If a quorum is present, the affirmative vote of the majority of those
shares present at the meeting in person or by proxy of each class or series of
voting stock and entitled to vote on the subject matter shall be the act of the
stockholders unless otherwise provided however that the directors of the
Corporation shall be elected by a plurality of such shares.

          After a quorum has been established at a stockholders' meeting, the
subsequent withdrawal of stockholders, so as to reduce the number of
stockholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or
anyadjournment thereof.

          Section 8. Voting of Shares.Each outstanding share, regardless of
class, shall be entitled toone vote on each matter submitted to a vote at a
meeting of stockholders.

          Treasury shares, shares of stock of this Corporation owned by another
corporation, the majority of the voting stock of which is owned or controlled by
this Corporation, and shares of stock of this Corporation, held by it in a
fiduciary capacity shall not be voted, directly or indirectly,at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

        A stockholder may vote either in person or by proxy executed in writing
by the stockholder or his duly authorized attorney-in-fact.

          At each election for directors every stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.

          Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the bylaws
of the corporate stockholder; or, in the absence of any applicable bylaw, by
such person as the Board of Directors of the corporate stockholder may
designate. Proof of such designation may be made by presentation of a certified
copy of the bylaws or other instrument of the corporate stockholder. In the
absence of any such designation, or in case of conflicting designation by the
corporate stockholder, the chairman of the board, president, any vice president,
secretary and treasurer of the corporate stockholder shall be presumed to
possess, in that order, authority to vote such shares.

          Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

          Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority to do so
is contained in an appropriate order of the court by which such receiver was
appointed.

          A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.

          On and after the date on which written notice of redemption of
redeemable shares has been mailed to the holders thereof and a sum sufficient to
redeem such shares hasbeen deposited with a bank or trust company with
irrevocable instruction and authority to pay the redemption price to the holders
thereof upon surrender of certificates therefor, such shares shall not be
entitled to vote on any matter and shallnot be deemed to be outstanding shares.





Section 9. Proxies.Every stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent without a meeting of a
stockholders' duly authorized attorney-in-fact mayauthorize another person or
persons to act for him by proxy.

          Every proxy must be signed by the stockholder or his attorney in-fact.
  No proxy shall be valid after the expiration of three years from the date
  thereof unless otherwise provided in the proxy. Every proxy shall be revocable
  at the pleasure of the stockholder executing it, except as otherwise provided
  by law.

          The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the stockholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officerresponsible
for maintaining the list of stockholders.

          If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one is present then that one, may exercise all the powers
conferred by the proxy; but if the proxy holders present at the meetingare
equally divided as to the right and manner of voting in any particular case, the
voting of such shares shall be prorated.

          If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act inhis place.

          Section 10. Action by Stockholders without a Meeting.Any action
required by law, these bylaws, or the certificate of incorporation of this
Corporation to be taken at any annual or special meeting of stockholders of the
Corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing setting forth the action so taken, shall
be signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted. If
any class of shares is entitled to vote thereon as a class, such written



consent shall be required of the holders of a majority of the shares of each
class of shares entitled tovote as a class thereon and of the total shares
entitled to vote thereon.

         Promptly after obtaining such authorization by written consent, notice
shall be given to those stockholders who have not consented in writing. The
notice shall fairly summarize the material features of the authorized action,
and, if the action be a merger or consolidation for which appraisal rights are
provided under the DGCL, be given in accordance with Section 262(d)(2) of
theAct, as amended.

                              Article II. Directors

         Section 1. Function.All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, the Boardof Directors.

         Section 2. Qualification.Directors need not be residents of this state
or stockholders of thisCorporation.

             Section 3.Compensation.The Board of Directors shall have authority
to fix the compensation of directors.

         Section 4. Duties of Directors.A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the Corporation, and with such care asan ordinarily
prudent person in a like position would use under similar circumstances.

         In performing his duties, a director shall be entitled to rely on
information, opinions, reportsor statements, including financial statements and
other financial data, in each case prepared or presented by:

                    (a) one or more officers or employees of the Corporation
whom the director



reasonably believes to be reliable and competent in the matters presented,



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(b) counsel, public accountants or other persons as to matters which the
 director reasonably believes to be within such person's professional or expert
 competence, or

(c) a committee of the board upon which he does not serve, duly designated in
 accordance with a provision of the certificate of incorporation or the bylaws,
 as to matters within itsdesignated authority, which committee the director
 reasonably believes to merit confidence.

          A director shall not be considered to be acting in good faith if he
has knowledge concerningthe matter in question that would cause such reliance
described above to be unwarranted.

          A person who performs his duties in compliance with this section shall
have no liability byreason of being or having been a director of the
Corporation.

              Section 5........................Presumption of Assent.A director
of the Corporation who is present at a meeting of its Board of Directors at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless he votes against such action or abstainsfrom voting
in respect thereto because of an asserted conflict of interest.

          Section 6. Number.This Corporation shall have no less than one nor
greater than nine directors. The number of directors may be established from
time to time by resolution of the Board of Directors, but no decrease shall have
the effect of shortening the terms of any incumbent director.

          Section 7. Election and Term.Each person named in the certificate of
incorporation as a member of the initial Board of Directors and all other
directors appointed by the Board of Directors to fill vacancies thereof shall
hold office until the first annual meeting of stockholders, and until
hissuccessor shall have been elected and qualified or until his earlier
resignation, removal from office or death.




At the first annual meeting of stockholders and at each annual meeting
thereafter the stockholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected and until his successor shall have beenelected and qualified
or until his earlier resignation, removal from office or death.

          Section 8. Vacancies.Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmativevote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the stockholders.

          Section 9. Removal of Directors.At a meeting of the stockholders
called expressly for that purpose, any director or the entire Board of Directors
may be removed, with or without cause, by avote of the holders of a majority of
the shares of each class or series of voting stock, present in person or by
proxy, then entitled to vote at an election of directors.

          Section 10. Quorum and Voting.A majority of the number of directors
fixed by these bylaws shall constitute a quorum for the transaction of business.
The act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.

          Section 11. Director Conflicts of Interest.No contract or other
transaction between this Corporation and one or more of its directors or any
other corporation, firm, association or entity inwhich one or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directorsare present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:

                  (a) The fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes, approves or
ratifies the contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or
consents of such interesteddirectors; or



<PAGE>



(b) The fact of such relationship or interest is disclosed or known to the
stockholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable as to the Corporation at
the time it is authorized by the board, a committee 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 acommittee thereof which authorizes,
approves or ratifies such contract or transaction.

         Section 12. Place of Meeting.Regular and special meetings by the Board
of Directors maybe held within or without the State of Delaware.

         Section 13.........Time, Notice and Call of Meetings.Regular meetings
of the Board of Directors shall be held without notice on the second Tuesday of
September of each year. Written notice of the time and place of special meetings
of the Board of Directors shall be given to each director by either personal
delivery, first class mail, facsimile transmission, e-mail, or telegram at least
one day before the meeting.

         Notice of a meeting of the Board of Directors need not be given to any
director who signs awaiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all obligations to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of businessbecause the meeting is not lawfully called or
convened.

         Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.




A majority of the directors present, whether or not a quorum exists, may adjourn
any meeting of the Board of Directors to another time and place. Notice of any
such adjourned meetingshall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the otherdirectors.


          Meetings of the Board of Directors may be called by the president of
the Corporation or byany director.


          Members of the Board of Directors may participate in a meeting of such
Board by means ofa conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shallconstitute presence in person at
a meeting.


          Section 14. Action Without a Meeting.Any action required to be taken
at a meeting of the directors of the Corporation, or any action which may be
taken at a meeting of the directors, may betaken without a meeting if a consent
in writing, setting forth the action to be taken, signed by all of the
directors, is filed in the minutes of the proceedings of the Board. Such consent
shall have the same effect as a unanimous vote.


          Section 15. Committees.The Board of Directors may designate from among
its members such committees it deems prudent, such as, but not limited to, an
executive committee, audit committee, compensation committee, finance committee
and a litigation committee.


                              Article DI. Officers
          Section 1. Officers.The officers of this Corporation shall consist of
a president, vice president of finance and any other vice presidents designated
by the board of directors, secretary, and treasurer, and any assistants to the
office of vice president, treasurer or secretary as may be designated by the
board of directors, each of whom shall be elected by the board of directors from
lime to time. Any two or more offices may be held by the same person. The
failure to elect any of the above officers shall not affect the existence of
this Corporation.



Section 2. Duties.The officers of this Corporation shall have the following
duties and suchother duties as delegated by the president.

          The president shall be the chief executive officer of the Corporation,
shall have general andactive management of the business and affairs of the
Corporation subject to the directions of the board of directors, and shall
preside at all meetings of the shareholders and board of directors.

          The vice president of finance shall be the chief financial and
accounting officer. He shall keep correct and complete records of account,
showing accurately at all times the financial condition of the corporation. He
shall furnish at meetings of the board of directors, or whenever requested, a
statement of the financial condition of the Corporation and shall perform such
other duties as the bylaws provide or the board of directors may prescribe.

          The vice presidents shall perform such duties as may be prescribed by
the board of directorsor the president and shall be responsible for day-to-day
operations and act whenever the president shall be unavailable.

          The secretary of the Corporation shall be responsible for the
preparation of the minutes of the directors and shareholders meetings and for
the authentication of the records of the Corporation.The secretary shall have
custody of and maintain all of the corporate records except the financial
records and shall perform such other duties as may be prescribed by the board of
directors.

          The treasurer shall be the legal custodian of all monies, notes,
securities and other valuablesthat may from time to time come into the
possession of the Corporation. He shall immediately deposit all funds of the
Corporation coming into his hands in some reliable bank or other depositaryto be
designated by the board of directors and shall keep this bank account in the
name of the Corporation.


          Section 3. Removal of Officers.Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board whenever in its
judgment the best interests of the Corporation will be served thereby.


          Any officer or agent elected by the stockholders may be removed only
by vote of the stockholders, unless the stockholders shall have authorized the
directors to remove such officer or



agent.

          Any vacancy, however, occurring, in any office may be filled by the
Board of Directors, unless the bylaws shallhave expressly reserved such power to
the stockholders.

          Removal of any officer shall be without prejudice to the contract
rights, if any, of the personso removed; however, election or appointment of an
officer or agent shall not of itself create contract rights.

                         Article IV. Stock Certificates

          Section 1. Issuance.Every holder of shares in this Corporation shall
be entitled to have a certificate, representing all shares to which he is
entitled. No certificate shall be issued for any share until such share is fully
paid.

          Section 2. Form.Certificates representing shares in this Corporation
shall be signed by the president or vice president and the secretary or an
assistant secretary or treasurer or assistant treasurer and may be sealed with
the seal of this Corporation or a facsimile thereof. The signature of the
president or vice president and the secretary or assistant secretary or
treasurer or assistant treasurer may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other than the
Corporation itself or an employee of the Corporation. In case any officer who
signed or whose facsimile signature has been placed upon such certificate shall
have ceased tobe such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
date of its issuance.

          Every certificate representing shares issued by this Corporation shall
set forth or fairly summarize upon the face or back of the certificate, or shall
state that the Corporation will furnish toany stockholder upon request and
without charge a full statement of, the designations, preferences, limitations
and relative rights of the shares of each class or series authorized to be
issued, and the variations in the relative rights and preferences between the
shares of each series so far as the samehave been fixed and determined, and the
authority of the Board of Directors to fix and determine


the relative rights and preferences of subsequent series.

          Every certificate representing shares which are restricted as to the
sale, disposition, or othertransfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the Corporation will furnish to any stockholder
upon request and without charge a full statement of, such restrictions.

          Each certificate representing shares shall state upon its face: the
name of the Corporation; that the Corporation is organized under the laws of
this state; the name of the person or persons to whom issued; the number and
class of shares, and the designation of the series, if any, which such
certificate represents; and the par value of each share represented by such
certificate, or a statementthat the shares are without par value.

          Section 3.......Transfer of Stock.Except as provided in Section 4 of
this Article, the Corporation shall register a stock certificate presented to it
for transfer if the certificate is properlyendorsed by the holder of record or
by his duly authorized attorney, and the signature of such person has been
guaranteed by a commercial bank or trust company or by a member of the New York
or American Stock Exchange.

          Section 4. Off-Shore Offerings.In all offerings of equity securities
pursuant to Regulation S of the Securities Act of 1933 (the "Act"), the
Corporation shall require that its stock transfer agentrefuse to register any
transfer of securities not made in accordance with the provisions of Regulation
S, pursuant to registration under the Act or an available exemption under the
Act.

          Section 5. Lost, Stolen or Destroyed Certificates.The Corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issuance of a new certificate before the Corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and without
notice of any adverse claim; (c) gives bond in such form as the Corporation may
direct, to indemnify the Corporation, the transfer agent, and registrar against
any claim that may be made on account of the alleged loss, destruction, or theft



of a certificate; and (d) satisfies any other reasonable requirements imposed
by the Corporation. Article V.

Books and Records

         Section 1. Books and Records.This Corporation shall keep correct and
complete records and books of account and shall keep minutes of the proceedings
of its stockholders, Board of Directors and committees of directors.

         This Corporation shall keep at its registered office or principal place
of business, or at the office of its transfer agent or registrar, a record of
its stockholders, giving the names and addresses of all stockholders, and the
number, class and series, if any, of the shares held by each.

         Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.

         Any person who shall have been a holder of record of shares or of
voting trust certificates therefor at least six months immediately preceding his
demand or shall be the holder of record of, orthe holder of record of voting
trust certificates for, at least five percent of the outstanding shares of any
class or series of the Corporation, upon written demand stating the purpose
thereof, shall have the right to examine, in person or by agent or attorney, at
any reasonable time or times, for any proper purpose its relevant books and
records of accounts, minutes and records of stockholders andto make extracts
therefrom.

         Section 3. Financial Information.Not later than three months after the
close of each fiscal year, this Corporation shallprepare a balance sheet showing
in reasonable detail the financial condition of the Corporation as of the close
of its fiscal year, and a profit and loss statement showing the results of the
operations of the Corporation during its fiscal year.

         Upon the written request of any stockholder or holder of voting trust
certificates for shares of the Corporation, the Corporation shall mail to such
stockholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the
registered office of theCorporation in this state, shallbe kept for at least
five years, and shall be subject to inspection during business hours by any
stockholder or holder of voting trust certificates, in person or by agent.

                              Article VI. Dividends

          The Board of Directors of this Corporation may, from time to time,
declare and the Corporation may pay dividends on its shares in cash, property or
its own shares, except when the Corporation is insolvent or when the payment
thereof would render the Corporation insolvent or when the declaration or
payment thereof would be contrary to any restrictions contained in the
certificate of incorporation, subject to the following provisions:



<PAGE>



(a) Dividends in cash or property may be declared and paid, except as otherwise
 provided in this section, only out of the unreserved and unrestricted earned
 surplus of the Corporation or out of capital surplus, howsoever arising but
 each dividend paid out of capital surplus shall be identified as a distribution
 of capital surplus, and the amount per share paid from such surplus shallbe
 disclosed to the stockholders receiving the same concurrently with the
 distribution.

(b) Dividends may be declared and paid in the Corporation's own treasury shares.

(c) Dividends may be declared and paid in the Corporation's own authorized but
 unissued shares out of any unreserved and unrestricted surplus of the
 Corporation upon the following conditions:
                            (1) If a dividend is payable in shares having a par
value, such shares shall be
issued at not less than the par value thereof and there shall be transferred to
stated capital at the time such dividend is paid an amount of surplus equal to
the aggregate par value of the shares tobe issued as a dividend.



(2) If a dividend is payable in shares without a par value, such shares shall be
issued at such stated value as shall be fixed by the Board of Directors by
resolution adopted at the time such dividend is declared, and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate stated value so fixed in respect of suchshares;
and the amount per share so transferred to stated capital shall be disclosed to
the stockholders receiving such dividend concurrently with the payment thereof.


<PAGE>



(d) No dividend payable in shares of any class shall be paid to the holders of
shares of any other class unless the certificate of incorporation so provide or
such payment is authorized by the affirmative vote or the written consent of the
holders of at least a majority of the outstanding shares of the class in which
the payment is to be made.
(e) A split-up or division of the issued shares of any class into a greater
number of shares of the same class without increasing the stated capital of the
Corporation shall not be construed to be a share dividend within the meaning of
this section.
                           Article VII. Corporate Seal

         The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
the year of its creation and the words "CORPORATE SEAL DELAWARE."
                             Article VIII. Amendment

                  These bylaws may be repealed or amended, and new bylaws maybe
         adopted, by the Board of Directors.