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                                EXHIBIT (3)(ii)

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                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                             ELASTIC NETWORKS INC.

                            (a Delaware corporation)

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                                     INDEX

                                                                            Page

ARTICLE I OFFICES ...........................................................  1

ARTICLE II STOCKHOLDERS' MEETINGS ...........................................  1

      2.1 Places of Meetings ................................................  1
      2.2 Annual Meetings ...................................................  1
      2.3 Special Meetings ..................................................  1
      2.4 Voting ............................................................  1
      2.5 Quorum ............................................................  2
      2.6 List of Stockholders ..............................................  2
      2.7 No Action Without Meeting .........................................  2

ARTICLE III BOARD OF DIRECTORS ..............................................  2

      3.1 Powers ............................................................  2
      3.2 Election of Directors .............................................  2
      3.3 Compensation ......................................................  2
      3.4 Meetings and Quorum ...............................................  3
      3.5 Committees ........................................................  4
      3.6 Conference Telephone Meetings .....................................  4
      3.7 Action Without Meeting ............................................  4

ARTICLE IV OFFICERS .........................................................  4

      4.1 Titles and Election ...............................................  4
      4.2 Duties ............................................................  5
            (a) Chairman of the Board of Directors ..........................  5
            (b) Chief Executive Officer .....................................  5
            (c) President ...................................................  5
            (d) Vice Presidents .............................................  5
            (e) Secretary ...................................................  5
            (f) Treasurer ...................................................  6
            (g) Assistant Secretaries and Treasurers ........................  6
      4.3 Delegation of Authority ...........................................  6
      4.4 Compensation ......................................................  6

ARTICLE V RESIGNATIONS, VACANCIES AND REMOVALS ..............................  6

      5.1 Resignations ......................................................  6


                                      (i)

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      5.2 Vacancies .........................................................  7
            (a) Directors ...................................................  7
            (b) Officers ....................................................  7
      5.3 Removals ..........................................................  7
            (a) Directors ...................................................  7
            (b) Officers ....................................................  7

ARTICLE VI CAPITAL STOCK ....................................................  7

      6.1 Certificates of Stock .............................................  7
      6.2 Transfer of Stock .................................................  7
      6.3 Record Dates ......................................................  8
      6.4 Lost Certificates .................................................  8

ARTICLE VII FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC. ........................  8

      7.1 Fiscal Year .......................................................  8
      7.2 Bank Deposit, Checks, Etc. ........................................  8

ARTICLE VIII BOOKS AND RECORDS ..............................................  9

      8.1 Place of Keeping Books ............................................  9
      8.2 Examination of Books ..............................................  9

ARTICLE IX NOTICES ..........................................................  9

      9.1 Requirements of Notice ............................................  9
      9.2 Waivers ...........................................................  9

ARTICLE X SEAL ..............................................................  9

ARTICLE XI POWERS OF ATTORNEY ............................................... 10

ARTICLE XII INDEMNIFICATION; INTERESTED PARTIES ............................. 10

      12.1 Indemnification .................................................. 10
      12.2 Claims; Process .................................................. 10
      12.3 Survival of Indemnification Rights; Insurance .................... 11
      12.4 Miscellaneous .................................................... 11

ARTICLE XIII AMENDMENTS ..................................................... 11

      13.1 Amendment or Repeal .............................................. 11
      13.2 Stockholder Proposals ............................................ 11


                                      (ii)

<PAGE>

                          AMENDED AND RESTATED BYLAWS
                                      OF
                             ELASTIC NETWORKS INC.

                                   ARTICLE I
                                    OFFICES

            Elastic Networks Inc. (the "Corporation") shall at all times
maintain a registered office in the State of Delaware and a registered agent at
that address but may have other offices located in or outside of the State of
Delaware as the board of directors of the Corporation (the "Board of Directors")
may from time to time determine.

                                   ARTICLE II
                             STOCKHOLDERS' MEETINGS

      2.1 Places of Meetings. All meetings of the stockholders of the
Corporation (the "Stockholders") shall be held at such place or places in or
outside of the State of Delaware as the Board of Directors may from time to time
determine or as may be designated in the notice of meeting or waiver of notice
thereof, subject to any provisions of the laws of the State of Delaware.

      2.2 Annual Meetings. The annual meeting of Stockholders for the election
of directors and the transaction of such other business as may properly come
before the meeting shall be held on such date within five (5) months after the
end of each fiscal year of the Corporation and at such time as may be designated
from time to time by the Board of Directors. If the annual meeting is not held
as specified in the preceding sentence, it may be held as soon thereafter as
convenient and shall be called the annual meeting. Written notice of the time
and place of the annual meeting shall be given by mail to each Stockholder
entitled to vote thereat at the address of such Stockholder as it appears on the
records of the Corporation, nor less than ten (10) nor more than sixty (60) days
prior to the scheduled date thereof, unless such notice is waived as provided in
Article IX of these Bylaws.

      2.3 Special Meetings. Special meetings of Stockholders may be called at
any time by the Chairman of the Board of Directors or a majority of the Board
of Directors. Written notice of the time, place and specific purposes of such
meeting shall be given by mail to each Stockholder entitled to vow thereat at
the address of such Stockholder as it appears on the records of the
Corporation, not less than ten (10) nor more than sixty (60) days prior to
the scheduled date thereof, unless such notice is waived as provided in
Article IX of these Bylaws.

      2.4 Voting. At all meetings of Stockholders, each Stockholder entitled to
vote on the record date, as determined under Article VI, Section 6.3 of these
Bylaws or if not so determined, as prescribed under the General Corporation Law
of the State of Delaware (the "DGCL"), shall be entitled to one vote for each
share of stock standing of record in the name of such Stockholder, subject to
any restrictions or qualifications set forth in the Second Amended and Restated
Certificate of Incorporation of the Corporation, as amended (the "Certificate of
Incorporation").

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      2.5 Quorum. At any meeting of Stockholders, a majority of the number of
shares of stock outstanding and entitled to vote thereat (or a majority of the
number of shares of stock entitled to vote as a class or series) present in
person or by proxy, shall constitute a quorum and may adjourn any meeting from
time to time, and the meeting may be held as adjourned without further notice,
subject to such limitations as may be imposed under the DGCL, and provided
further that once a quorum is established at a meeting as set forth hereunder,
the quorum may not otherwise be eliminated during such meeting. When a quorum is
present at any meeting, a majority of the number of shares of stock entitled to
vote present thereat shall decide any question brought before such meeting
unless the question is one upon which a different vote is required by the DGCL,
the Certificate of Incorporation or these Bylaws, in which case such express
provision shall govern.

      2.6 List of Stockholders. At least ten (10) days before every meeting, a
complete list of the Stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of and the number of shares
registered in the name of each Stockholder, shall be prepared by the Secretary
or the transfer agent in charge of the stock ledger of the Corporation. Such
list shall be open for examination by any Stockholder. for any purpose germane
to the meeting, during ordinary business hours, for a period of at least ten
(10) 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. The stock ledger shall represent conclusive evidence as to who are the
Stockholders entitled to examine such list or the books of the Corporation or to
vote in person or by proxy at such meeting.

      2.7 No Action Without Meeting. No action or actions required to be taken,
or which may be taken, at an annual meeting or special meeting of the
Stockholders, may be taken by written consent, and any and all such actions may
only be taken at a meeting or meetings, as applicable, of the Stockholders, duly
called and held, in accordance with the DGCL, the Certificate of Incorporation
and these Bylaws.

                                  ARTICLE III
                               BOARD OF DIRECTORS

      3.1 Powers. The business and affairs of the Corporation shall be carried
on by or under the direction of the Board of Directors, which shall have all the
powers authorized by the DGCL, subject to such limitations as may be provided by
the Certificate of Incorporation or these Bylaws.

      3.2 Election of Directors. Directors shall be elected as provided in the
Certificate of Incorporation. Directors need not be Stockholders, nor need they
be residents of the State or Delaware.

      3.3 Compensation. The Board of Directors, or a committee thereof, may from
time to time by resolution authorize the payment of fees or other compensation
to the directors for services as such to the Corporation, including, but not
limited to, fees for serving as members of


                                      -2-
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the Board of Directors or any committee thereof and for attendance at meetings
of the Board of Directors or any committee thereof, and may determine the amount
of such fees and compensation. Directors shall in any event be paid their
reasonable travel and other expenses for attendance at all meetings of the Board
or committees thereof. Nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor in amounts authorized or otherwise approved from time to
time by the Board of Directors or any committee thereof.

      3.4 Meetings and Quorum. Meetings of the Board of Directors may be held
either in or outside of the State of Delaware. A quorum shall be a majority of
the Sitting Board of Directors. For purposes of these Bylaws, the term "Sitting
Board of Directors" refers to all of the then current members of the Board of
Directors, without regard to any vacancies in the total number of authorized
directors.

      Meetings other than regular meetings may be called at any time by the
Chief Executive Officer or the Chairman of the Board of Directors and must be
called by the Chief Executive Officer upon the request of a majority or more of
the members of the Board of Directors.

      Special meetings of the Board of Directors may be called by the Chairman
of the Board of Directors or the Chief Executive Officer on five days' notice to
each director, either personally or by telephone, express delivery service (so
that the scheduled delivery date of the notice is at least one day in advance of
the meeting), telegram or facsimile transmission, and on five days' notice by
mail (effective upon deposit of such notice in the mail). The notice need not
describe the purpose of a special meeting.

      Notice of each meeting, other than a regular meeting (unless required by
the Board of Directors), shall be given to each director by mailing the same to
each director at his or her residence or business address at least five days
before the meeting or by delivering the same to him personally or by telephone,
telegraph or telecopier at least two days before the meeting unless, in case of
exigency, the Chairman of the Board of Directors or the Chief Executive Officer
shall prescribe a shorter notice to be given personally, or notice may
alternatively be given by telephone telegraph, telecopier, cable or wireless to
all or any one or more of the directors at their respective residences or places
of business. Notice by mail shall be deemed to be given at the earlier of (a)
receipt thereof, or (b) five days after it is deposited in the United States
mail with first-class postage affixed thereon. Notice to directors may also be
given by telecopier transmission to the director's telecopier transmission
number supplied for the purpose of telecopier transmissions and, upon actual
confirmation of such receipt by the director, such notice shall be deemed to be
given as of the date and time of telephonic confirmation of receipt. Telephonic
notice shall be deemed given at such a time as such notice is actually provided
to the director.

      Notice of any meeting shall state the time and place of such meeting, but
need not state the purposes thereof unless otherwise required by the DGCL, the
Certificate of Incorporation, the Bylaws or by the order of the Board of
Directors.


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      3.5 Committees. The Board of Directors may, by resolution passed by a
majority of the Sitting Board of Directors, provide for committees of two or
more directors and shall elect the members thereof to serve at the pleasure of
the Board of Directors and may designate one of such members to act as chairman
thereof. The Board of Directors may at any time change the membership of any
committee, fill vacancies in it, designate alternate members to replace any
absent or disqualified members at any meeting of such committee or dissolve it.
Owing the intervals between the meetings of the Board of Directors, the
Executive Committee (if one shall have been constituted) shall possess and may
exercise any or all of the powers of the Board of Directors in the management or
direction of the business and affairs of the Corporation and under the Bylaws to
the extent authorized by resolution adopted by a majority of the Sitting Board
of Directors and subject to such limitations as may be imposed by the DGCL.

      Each committee may determine its rules of procedure and the notice to be
given of its meetings (although in the absence of any special notice procedure,
the notice provisions of Section 3.4 hereof shall govern), and it may appoint
such other committees and assistants as it shall from time to time deem
necessary. A majority of the members of the each committee shall constitute a
quorum.

      3.6 Conference Telephone Meetings. Any one or more members of the Board of
Directors or any committee thereof may participate in a meeting by means of a
conference telephone call or other similar communication 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 such meeting.

      3.7 Action Without Meeting. Any action required or permitted to be taken
at any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board of Directors or such 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 of Directors or such
committee.

                                   ARTICLE IV
                                    OFFICERS

      4.1 Titles and Election. The officers of the Corporation shall be the
Chief Executive Officer, President and the Secretary, each of whom shall
initially be elected as soon as convenient by the Board of Directors. The
officers of the Corporation shall hold office until their successors are chosen
and qualify or until their earlier resignation or removal. Any officer may
resign at any time upon written notice to the Corporation. Any officer elected
or appointed by the Board of Directors may be removed at any time, with or
without cause, by the affirmative vote of a majority of the Sitting Board of
Directors. Any person may hold more than one office if the duties can be
adequately performed by the same person and to the extent permitted by the DGCL.

      The Board of Directors, in its discretion, may also at any time elect or
appoint a Chairman of the Board of Directors, one or more Senior or Executive
Vice Presidents, one or more Vice Presidents, a Chief Operating Officer, a
Chief Financial Officer, a Treasurer and one or more


                                      -4-
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Assistant Secretaries and Assistant Treasurers and such other officers as it may
deem advisable, each of whom shall hold office at the pleasure of the Board of
Directors, except as may otherwise be approved by the Board of Directors, or
until his or her earlier death, resignation, retirement, removal or other
termination of employment, and shall have such authority and shall perform such
duties as may be prescribed or determined from time to time by the Board of
Directors or in case of officers other than the Chairman of the Board, if not
prescribed or determined by the Board of Directors, the Chief Executive Officer
or the then senior executive officer may prescribe or determine. The Board of
Directors may require any officer or other employee or agent to give bond for
the faithful performance of his or her duties in such form and with such
sureties as the Board may require.

      4.2 Duties. Subject to such limitations and other conditions as the Board
of Directors may from time to time prescribe or determine, the following
officers shall have the following powers and duties:

            (a) Chairman of the Board of Directors. The Chairman of the Board of
      Directors, if one is elected, shall be a director and, when present, shall
      preside at all meetings of the Stockholders and of the Board of Directors.

            (b) Chief Executive Officer. The Chief Executive Officer shall be
      charged with general supervision of the management business, affairs and
      policy of the Corporation, shall be the senior executive of the
      Corporation, shall report directly to the Board of Directors and shall
      have such other powers and perform such other duties as the Board of
      Directors may prescribe from time to time. The Chief Executive Officer
      shall (subject to the presence of the Chairman of the Board of Directors
      or the Vice-Chairman of the Board of Directors, if they exist) preside at
      all meetings of the Stockholders and, if he is a director, of the Board of
      Directors.

            (c) President. The President shall exercise the powers and authority
      and perform all of the duties commonly incident to his or her office,
      shall report to the Chief Executive Officer and shall perform such other
      duties as the Board of Directors or Chief Executive Officer shall specify
      from time to time.

            (d) Vice Presidents. The Vice President or Vice Presidents shall
      perform such duties as may be assigned to them from time to time by the
      Board of Directors or by the Chief Executive Officer if the Board of
      Directors does not do so. In the absence or disability of the Chief
      Executive Officer, President, the Executive Vice Presidents in order of
      seniority, or if none, the Senior Vice Presidents in order of seniority,
      or if none, the Vice-Presidents in order of seniority, may, unless
      otherwise determined by the Board of Directors, exercise the powers and
      perform the duties pertaining to the office of President, except that if
      one or more Vice Presidents has been elected or appointed, the person
      holding such office in order of seniority shall exercise the powers and
      perform the duties of the office of President.

            (e) Secretary. The Secretary or in his or her absence an Assistant
      Secretary shall keep the minutes of all meetings of Stockholders and of
      the Board of Directors and any


                                      -5-
<PAGE>

      committee thereof, give and serve all notices, attend to such
      correspondence as may be assigned to him or her; keep in safe custody the
      seal of the Corporation and affix such seal to all such instruments
      properly executed as may require it, shall perform all of the duties
      commonly incident to his or her office and shall have such other duties
      and powers as may be prescribed or determined from time to time by the
      Board of Directors or by the Chief Executive Officer if the Board of
      Directors does not do so.

            (f) Treasurer. The Treasurer or in his or her absence an Assistant
      Treasurer, subject to the order of the Board of Directors, shall have the
      care and custody of the monies, funds, securities, valuable papers and
      documents of the Corporation (other than his or her own bond, if any,
      which shall be in the custody of the Chief Executive Officer), and shall
      have, under the supervision of the Board of Directors, all the powers and
      duties commonly incident to his or her office. He or she shall deposit all
      funds of the Corporation in such bank or banks, trust company or trust
      companies, or with such firm or firms doing a banking business as may be
      designated by the Board of Directors or by the Chief Executive Officer if
      the Board of Directors does not do so. He or she may endorse for deposit
      or collection all checks, notes and similar instruments payable to the
      Corporation or to its order. He or she shall keep accurate books of
      account of the Corporation's transactions, which shall be the property of
      the Corporation, and together with all of the property of the Corporation
      in his or her possession, shall be subject at all times to the inspection
      and control of the Board of Directors. The Treasurer shall be subject in
      every way to the order of the Board of Directors, and shall render to the
      Board of Directors and/or the Chief Executive Officer of the Corporation,
      whenever they may require it, an account of all his or her transactions
      and of the financial condition of the Corporation. In addition to the
      foregoing, the Treasurer shall have such duties as may be prescribed or
      determined from time to time by the Board of Directors or by the Chief
      Executive Officer if the Board of Directors does not do so.

            (g) Assistant Secretaries and Treasurers. Assistants to the
      Secretaries and Treasurers may be appointed by the Chief Executive Officer
      or elected by the Board of Directors and shall perform such duties and
      have such powers as shall be delegated to them by the President or the
      Board of Directors.

      4.3 Delegation of Authority. The Board of Directors may at any time
delegate the powers and duties of any officer for the time being to any other
officer, director or employee.

      4.4 Compensation. The compensation of the officers of the Corporation
shall be fixed by the Board of Directors or a committee thereof, and the fact
that any officer is a director shall not preclude such officer from receiving
compensation or from voting upon the resolution providing the same.

                                    ARTICLE V
                      RESIGNATIONS, VACANCIES AND REMOVALS

      5.1 Resignations. Any director or officer may resign at any time by giving
written notice thereof to the Board of Directors, the Chairman of the Board of
Directors, the Chief Executive Officer or the Secretary. Any such resignation
shall take effect at the time specified


                                      -6-
<PAGE>

therein or, if the time be not specified, upon receipt thereof; and unless
otherwise specified therein or in these Bylaws, the acceptance of any
resignation shall not be necessary to make it effective.

      5.2 Vacancies.

            (a) Directors. Any vacancy in the Board of Directors caused by
      reason of death, disqualification, incapacity, resignation, removal,
      increase in the authorized number of directors or otherwise; shall be
      filled in the manner provided in the Certificate of Incorporation.

            (b) Officers. The Board of Directors may at any time or from time to
      time fill any vacancy among the officers of the Corporation.

      5.3 Removals.

            (a) Directors. Except as may otherwise be provided by the DGCL or
      the Certificate of Incorporation or any amendment thereto, any director or
      the entire Board of Directors may be removed for cause, by the affirmative
      vote of the holders of a majority of all outstanding shares entitled to be
      voted at an election of directors.

            (b) Officers. Subject to the provisions of any validly existing
      agreement, the Board of Directors may at any meeting remove from office
      any officer, with or without cause, and may appoint a successor.

                                   ARTICLE VI
                                 CAPITAL STOCK

      6.1 Certificates of Stock. Every Stockholder shall be entitled to a
certificate or certificates for shares of the capital stock of the Corporation
in such form as may be prescribed or authorized by the Board of Directors, duly
numbered and setting forth the number and kind of shares represented thereby.
Such certificates shall be signed by the Chief Executive Officer, the President
or a Vice President, unless some other person is thereunto specifically
authorized as provided in Article IV, Section 4.2 of these Bylaws, and by the
Treasurer or an Assistant Treasurer or by the Secretary or an Assistant
Secretary. Any or all of such signatures may be in facsimile.

      In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed on a certificate has ceased to be such
officer, transfer agent or registrar before the certificate has been issued,
such certificate may nevertheless be issued and delivered by the Corporation
with the same effect as if he were such officer, transfer agent or registrar at
the date of issue.

      6.2 Transfer of Stock. Shares of the capital stock of the Corporation
shall be transferable only upon the books of the Corporation upon the surrender
of the certificate or certificates properly assigned and endorsed for transfer.
If the Corporation has a transfer agent or


                                      -7-
<PAGE>

registrar acting on its behalf the signature of any officer or representative
thereof may be in facsimile.

      The Board of Directors may appoint a transfer agent and one or more
co-transfer agents and a registrar and one or more co-registrars and may make or
authorize such agents to make all such rules and regulations deemed expedient
concerning the issue, transfer and registration of shares of stock.

      6.3 Record Dates. 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 to express consent to
corporate action in writing without a meeting, or in order to make a
determination of Stockholders for any other proper purposes, the Corporation's
stock transfer books shall not be closed, but a record date shall be set by the
Board of Directors and, upon that date, the Corporation or its transfer agent
shall take a record of the Stockholders without actually closing the stock
transfer books. Such record date shall nor be more than sixty (60) days, nor
less than ten (10) days. prior to the date on which the particular action
requiring such determination of Stockholders is to be taken.

      If no such record date is fixed by the Board, the record date shall be
that prescribed by the DGCL.

      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, in their discretion, fix a
new record date for the adjourned meeting.

      6.4 Lost Certificates. In case of loss or mutilation or destruction of a
stock certificate, a duplicate certificate may be issued upon such terms as may
be determined or authorized by the Board of Directors or the Executive Committee
(if one has been appointed), or by the Chief Executive Officer if the Board of
Directors or the Executive Committee does not do so.

                                  ARTICLE VII
                    FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.

      7.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar
year, unless otherwise fixed by resolution of the Board of Directors.

      7.2 Bank Deposit, Checks, Etc. The funds of the Corporation shall be
deposited in the name of the Corporation or of any division thereof in such
banks or trust companies in the United States or elsewhere as may be designated
from time to time by the Board of Directors or by such officer or officers as
the Board of Directors may authorize to make such designations.

      All checks, drafts or other orders for the withdrawal of funds from any
bank account shall be signed by such person or persons as may be designated from
time to time by the Board of Directors. The signatures on checks, drafts or
other orders for the withdrawal of funds way be in facsimile if authorized in
the designation.


                                      -8-
<PAGE>

                                  ARTICLE VIII
                               BOOKS AND RECORDS

      8.1 Place of Keeping Books. The books and records of the Corporation may
be kept within or outside of the State of Delaware.

      8.2 Examination of Books. Except as may otherwise be provided by the DGCL,
the Certificate of Incorporation or these Bylaws, the Board of Directors shall
have the power to determine from time to time whether and to what extent and at
what times and places and under what conditions any of the accounts, records and
books of the Corporation are to be open to the inspection of any Stockholder. No
Stockholder shall have any right to inspect any account or book or document of
the Corporation except as prescribed by law or authorized by express resolution
of the Stockholders or of the Board of Directors.

                                   ARTICLE IX
                                    NOTICES

      9.1 Requirements of Notice. Whenever notice is required to be given by
statute, the Certificate of Incorporation or these Bylaws, except as otherwise
provided in Section 3.4 hereof, it shall not mean personal notice unless so
specified, but such notice may be given in writing by depositing the same in a
post office, letter box or mail chute postage prepaid and addressed to the
person to whom such notice is directed at the address of such person on the
records of the Corporation, and such notice shall be deemed given at the time
when the same shall be thus mailed.

      9.2 Waivers. Any Stockholder, director or officer may, in writing or by
telegram or cable, at any time waive any notice or other formality required by
law, the Certificate of Incorporation or these Bylaws. Such waiver of notice,
whether given before or after any meeting or action, shall be deemed equivalent
to notice. Presence of a Stockholder either in person or by proxy at any meeting
of Stockholders and presence of any director at any meeting of the Board of
Directors shall constitute a waiver of such notice as may be required by law,
the Certificate of Incorporation or these Bylaws, unless such presence is solely
for the purpose of objecting to the lack of notice and such objection is stated
at the commencement of the meeting.

                                   ARTICLE X
                                      SEAL

The corporate seal of the Corporation shall be in such form as the Board of
Directors shall determine from time to time and may consist of a facsimile
thereof or the word "SEAL" enclosed in parentheses or brackets. The corporate
seal of the Corporation shall not be necessary to validate or authenticate any
instrument duly executed by the Corporation or to render any such instrument
enforceable against the Corporation.


                                      -9-
<PAGE>

                                   ARTICLE XI
                               POWERS OF ATTORNEY

      The Board of Directors may authorize one or more of the officers of the
Corporation to execute powers of attorney delegating to named representatives or
agents power to represent or act on behalf of the Corporation, with or without
the power of substitution.

      In the absence of any action by the Board of Directors, any officer of the
Corporation may execute, for and on behalf of the Corporation, waivers of notice
of meetings of Stockholders and proxies, or may vote shares directly, for such
meetings of any company in which the Corporation may hold voting securities.

                                  ARTICLE XII
                                INDEMNIFICATION

      12.1 Indemnification. The Corporation shall have the power to indemnify a
director, officer or employee of the Corporation (including making provision for
advancement of expenses) to the full extent and under the circumstances
permitted by the DGCL in effect from time to time, as set forth in the
Corporation's Certificate of Incorporation (as amended from time to time), in
accordance with the procedures, conditions and limitations set forth therein.
The indemnification conferred in this Section 12.1 also shall include the right
to be paid by the Corporation (and such successor) the expenses (including
attorneys' fees) incurred in the defense of or other involvement in any such
proceeding in advance of its final disposition; provided, however, that, if and
to the extent the DGCL requires, the payment of such expenses (including
attorneys' fees) incurred by a director or officer in advance of the final
disposition of a proceeding shall be made only upon delivery to the Corporation
of an undertaking by or on behalf of such director or officer to repay all
amounts so paid in advance if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section 12.1 or
otherwise; and provided, further, that, such expenses incurred by other
employees and agents may be so paid in advance upon such terms and conditions,
if any, as the Board of Directors deems appropriate.

      12.2 Claims; Process. If a claim under Section 12.1 is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation. the claimant may at any time thereafter bring an action against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such action. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in connection with any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the DGCL for
the Corporation to indemnify the claimant for the amount claimed or is otherwise
not entitled to indemnification under Section 12.1, but the burden of proving
such defense shall be on the Corporation. Unless otherwise specified in an
agreement with the claimant, an actual determination by the Corporation (in the
manner provided under the DGCL) after the commencement of such action that the
claimant has not met such applicable standard of conduct shall not be a defense
to the action, but shall create a presumption that the


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<PAGE>

claimant has not met the applicable standard of conduct. The rights to
indemnification and advance payment of expenses provided by Section 12.1 hereof
shall not be deemed exclusive of any other rights to which those seeking
indemnification and advance payment of expenses may be entitled under any
by-law, agreement, vote of Stockholders or disinterested directors or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office.

      12.3 Survival of Indemnification Rights; Insurance. The indemnification
and advance payment of expenses and rights thereto provided by, or granted
pursuant to, Section 12.1 hereof shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee, partner or agent and shall inure to the benefit of the
personal representatives, heirs, executors and administrators of such person.
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, officer, employee, partner (limited or general) or agent of another
corporation or of a partnership, joint venture, limited liability company, trust
or other enterprise, against any liability asserted against such person or
incurred by such person in any such capacity, or arising out of such person's
status as such, and related expenses, whether or not the Corporation would have
the power to indemnify such person against such liability under the provisions
of the DGCL.

      12.4 Miscellaneous. Subject to the limitations set forth in the DGCL, the
Board of Directors may also on behalf of the Corporation grant indemnification
to any individual to such extent and in such matter as the Board of Directors in
its sole discretion may from time to time and at any time determine.

                                  ARTICLE XIII
                                   AMENDMENTS

      13.1 Except as provided otherwise by the laws of the State of Delaware or
the Certificate of Incorporation, these Bylaws may be amended or repealed
either:

            (a) At any meeting of Stockholders at which a quorum is present by
      vote of a majority of the number of shares of stock entitled to vote
      present in person or by proxy at such meeting as provided in Article II of
      these Bylaws; provided that the notice of such meeting of Stockholders or
      waiver of notice thereof contains a statement of the substance of the
      proposed amendment or repeal; or

            (b) At any meeting of the Board of Directors by a majority vote of
      the directors then in office, except for the provisions authorizing
      actions by more than a majority of the directors in which can such
      provision may be amended or repealed by such number of directors as are
      required at act pursuant to such provision.

      13.2 Stockholder Proposals. Any Stockholder who intends to propose that
any provision of these Bylaws be amended by action of the Stockholders shall
notify the


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<PAGE>

Secretary of the Corporation in writing of the amendment or amendments which
such Stockholder intends to propose not later than one hundred eighty (180) days
prior to a request by such Stockholder to call a special meeting for such
purpose or, if such proposal is intended to be made at an annual meeting of
Stockholders, not later than the latest date permitted for submission of
stockholder proposals by Rule 14a-8 under the Securities Exchange Act of 1934.
Such notice to the Secretary shell include the text of the proposed amendment or
amendments and a brief statement of the reason or reasons why such Stockholder
intends to make such proposal.

                                   Elastic Networks Inc.

                                   By: /s/ Guy D. Gill
                                       ----------------------------------------
                                   Name: Guy D. Gill
                                   Title: President and Chief Executive Officer
                                   Date: 2000


               Signature Page -- Bylaws of Elastic Networks Inc.


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