Exhibit 3.3

                                     BYLAWS

                                       OF

                               TCI SOLUTIONS, INC.

                                    * * * * *

                                    ARTICLE 1

                                     OFFICES

     Section 1.01 Registered  Office. The registered office shall be in the City
of Wilmington, County of New Castle, State of Delaware.

     Section 1.02 Other Offices.  The  Corporation may also have offices at such
other  places  both  within and  without  the State of  Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

     Section  1.03  Books.  The books of the  Corporation  may be kept within or
without the State of Delaware  as the Board of  Directors  may from time to time
determine or the business of the Corporation may require.

                                    ARTICLE 2

                            MEETINGS OF STOCKHOLDERS

     Section 2.01 Time and Place Of Meetings. All meetings of stockholders shall
be held at such place,  either within or without the State of Delaware,  on such
date and at such  time as may be  determined  from  time to time by the Board of
Directors  (or the  Chairman  in the  absence of a  designation  by the Board of
Directors).

     Section 2.02 Annual  Meetings.  An annual meeting of stockholders  shall be
held for the election of directors  and to transact  such other  business as may
properly be brought before the meeting.

     Section 2.03 Special Meetings.  Special meetings of the  stockholders,  for
any purpose or purposes,  may be called by the Board of Directors,  the Chairman
of the Board of Directors,  the President,  or the holders of shares entitled to
cast not less than ten percent (10%) of the votes at the meeting.

     Section 2.04 Notice of Meetings and Adjourned Meetings;  Waivers of Notice.
Whenever stockholders are required or permitted to take any action at a meeting,
a written  notice of the meeting shall be given which shall state the place,  if
any, date and hour of the meeting, the means of remote  communications,  if any,
by which  stockholders  and proxy  holders may be deemed to be present in person
and vote at such meeting, and,


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in the case of a special meeting,  the purpose or purposes for which the meeting
is called. Unless otherwise provided by the General Corporation Law of the State
of Delaware (the "DGCL"),  such notice shall be given not less than ten (10) nor
more than sixty (60) days before the date of the meeting to each  stockholder of
record entitled to vote at such meeting.  Unless these bylaws otherwise require,
when a meeting is adjourned to another time or place (whether or not a quorum is
present),  notice  need not be given of the  adjourned  meeting  if the time and
place, if any, thereof and the means of remote communications,  if any, by which
stockholders and proxy holders may be deemed to be present in person and vote at
such adjourned  meeting are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business which
might have been  transacted at the original  meeting.  If the adjournment is for
more than thirty  (30) 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.  A written
waiver of any  notice  signed by the  person  entitled  thereto,  or a waiver by
electronic  transmission  by the person  entitled to notice,  whether  before or
after the time stated therein, shall be deemed equivalent to notice.  Attendance
of a person at a meeting  shall  constitute a waiver of notice of such  meeting,
except when the person attends the meeting for the express purpose of objecting,
at the beginning of the meeting,  to the transaction of any business because the
meeting is not lawfully called or convened.  Business  transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

     Section 2.05 Quorum.  Unless  otherwise  provided under the  certificate of
incorporation  or these bylaws and subject to the DGCL, the presence,  in person
or by proxy,  of the holders of a majority  in voting  interest of the shares of
capital stock of the  Corporation  entitled to vote at a meeting of stockholders
shall  constitute a quorum for the transaction of business.  If,  however,  such
quorum shall not be present or represented  at any meeting of the  stockholders,
the  stockholders  present in person or  represented  by proxy may  adjourn  the
meeting,  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.

     Section  2.06  Voting.  Unless  otherwise  provided in the  certificate  of
incorporation and subject to the DGCL, each stockholder shall be entitled to one
vote for each outstanding share of capital stock of the Corporation held by such
stockholder,  except that with respect to holders of the Corporation's Preferred
Stock voting together with the holders of the Common Stock, each holder shall be
entitled to that  number of votes equal to the number of shares of Common  Stock
issuable upon conversion of the Preferred Stock held. Any share of capital stock
of the Corporation held by the Corporation  shall have no voting rights.  Unless
otherwise  provided  in the DGCL,  the  certificate  of  incorporation  or these
bylaws,  the affirmative  vote of the holders majority in voting interest of the
shares of  capital  stock of the  Corporation  present,  in person or by written
proxy, at a meeting of  stockholders  and entitled to vote on the subject matter
shall


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be the act of the stockholders.  Each stockholder  entitled to vote at a meeting
of  stockholders  may  authorize  another  person or  persons  to act for him by
written proxy,  but no such proxy shall be voted or acted upon after three years
from its date, unless the proxy provides for a longer period.

     Section  2.07  Action  by  Consent.  Any  action  which may be taken at any
meeting of stockholders  may be taken without a meeting and without prior notice
if written  consents setting forth the action so taken are signed by the holders
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.

                  Directors  may  not  be  elected  by  written  consent  of the
stockholders  except by unanimous written consent of all shares entitled to vote
for the  election  of  directors;  provided  that any  vacancy  on the  Board of
Directors (other than a vacancy created by removal) which has not been filled by
the board of directors pursuant to Section 3.12 of these Bylaws may be filled by
the written consent of a majority of shares entitled to vote for the election of
directors.

                  Any  written  consent  may be  revoked  prior to the time that
written  consents of the number of shares  required to  authorize  the  proposed
action have been filed with the Secretary.  Such  revocation  must be in writing
and will be effective upon its receipt by the Secretary.

                  If the consents of all stockholders  entitled to vote have not
been  solicited in writing,  and if the  unanimous  written  consent of all such
stockholders  shall not have been  received,  the  Secretary  shall give  prompt
notice of any corporate action approved by the stockholders without a meeting to
those  stockholders  entitled  to vote on such  matters  who have not  consented
thereto  in  writing.  This  notice  shall be given in the manner  specified  in
Section 2.04 of these bylaws.

     Section 2.08 Organization. At each meeting of stockholders, the Chairman of
the Board, if one shall have been elected, or in his absence or if one shall not
have been  elected,  the director  designated by the vote of the majority of the
directors  present at such  meeting,  shall act as chairman of the meeting.  The
Secretary  (or in his absence or  inability to act, the person whom the chairman
of the meeting shall appoint secretary of the meeting) shall act as secretary of
the meeting and keep the minutes thereof.

     Section  2.09 Order of  Business.  The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting.


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                                    ARTICLE 3

                                    DIRECTORS

     Section 3.01 General  Powers.  Except as otherwise  provided in the DGCL or
the  certificate of  incorporation,  the business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.

     Section 3.02 Number,  Election and Term of Office. The authorized number of
directors of the Corporation shall be established from time to time by the Board
of Directors but shall not exceed seven (7) members  without the written consent
of not less than  two-thirds  (2/3) of the then  outstanding  shares of Series A
Preferred Stock.

                  No  reduction  of the  authorized  number of  directors  shall
remove any director prior to the expiration of such director's term of office.

                  The  directors  shall be  elected  at each  annual  meeting of
stockholders and shall hold office until the next annual meeting. Each director,
including a director  elected or appointed to fill a vacancy,  shall hold office
either until the expiration of the term for which elected or appointed and until
a successor has been elected and qualified,  or until his death,  resignation or
removal. Directors need not be stockholders of the Corporation.

     Section  3.03  Quorum  and  Manner of Acting.  Unless  the  certificate  of
incorporation  or these bylaws require a greater number, a majority of the total
number of directors  shall  constitute a quorum for the transaction of business,
and the  affirmative  vote of a majority of the directors  present at meeting at
which a quorum is  present  shall be the act of the Board of  Directors.  When a
meeting  is  adjourned  to  another  time or place  (whether  or not a quorum is
present),  notice  need not be given of the  adjourned  meeting  if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned  meeting,  the Board of Directors may transact any business  which
might have been  transacted  at the original  meeting.  If a quorum shall not be
present at any meeting of the Board of Directors the directors  present  thereat
shall  adjourn  the  meeting,  from  time to time,  without  notice  other  than
announcement at the meeting, until a quorum shall be present.

     Section 3.04 Time and Place of Meetings.  The Board of Directors shall hold
its meetings at such place, either within or without the State of Delaware,  and
at such time as may be  determined  from time to time by the Board of  Directors
(or the Chairman in the absence of a determination by the Board of Directors).

     Section  3.05 Annual  Meeting.  The Board of  Directors  shall meet for the
purpose of  organization,  the election of officers and the transaction of other
business,  as soon as practicable after each annual meeting of stockholders,  on
the same day and at the same place  where  such  annual  meeting  shall be held.
Notice of such  meeting need not be given.  In the event such annual  meeting is
not so held, the annual meeting of the Board


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of  Directors  may be held at such place  either  within or without the State of
Delaware,  on such  date  and at such  time as shall  be  specified  in a notice
thereof given as  hereinafter  provided in Section 3.07 herein or in a waiver of
notice  thereof  signed by any director who chooses to waive the  requirement of
notice.

     Section 3.06 Regular Meetings. After the place and time of regular meetings
of the Board of Directors  shall have been  determined  and notice thereof shall
have been once given to each member of the Board of Directors,  regular meetings
may be held without further notice being given.

     Section 3.07 Special  Meetings.  Special meetings of the Board of Directors
may be called by the Chairman of the Board or the  President and shall be called
by the Chairman of the Board,  President or Secretary on the written  request of
two  directors.  Notice of special  meetings of the Board of Directors  shall be
given to each  director at least  forty-eight  hours before the date and time of
the meeting in such manner as is  determined  by the Board of  Directors  or the
Chairman of the Board, in the absence of such determination.

     Section 3.08  Committees.  The Board of Directors may designate one or more
committees,  each  committee  to consist of one or more of the  directors of the
Corporation.  The Board 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  present at any meeting  and not  disqualified
from  voting,  whether or not such member or members  constitute  a quorum,  may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting  in the  place of any  such  absent  or  disqualified  member.  Any such
committee,  to the extent  provided in the resolution of the Board of Directors,
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; but no such committee shall have the power or authority in reference
to the following  matter:  (i)  approving or adopting,  or  recommending  to the
stockholders,  any  action  or  matter  expressly  required  by the  DGCL  to be
submitted  to the  stockholders  for  approval  or (ii)  adopting,  amending  or
repealing  any bylaw of the  Corporation.  Each  committee  shall  keep  regular
minutes  of its  meetings  and report  the same to the Board of  Directors  when
required.

     Section  3.09  Action  by  Consent.  Unless  otherwise  restricted  by  the
certificate of incorporation  or these bylaws,  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 of  Directors  or
committee,  as the case may be,  consent  thereto in  writing  or by  electronic
transmission,  and  the  writing  or  writings  or  electronic  transmission  or
transmissions,  are  filed  with the  minutes  of  proceedings  of the  Board of
Directors or committee. Such filing shall be in paper form.


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     Section  3.10  Telephonic  Meetings.  Unless  otherwise  restricted  by the
certificate of incorporation or these bylaws, 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 such  committee,  as the case may be, by
means of  conference  telephone  or other  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.

     Section  3.11  Resignation.  Any  director may resign at any time by giving
notice in writing or by electronic  transmission to the Board of Directors or to
the Secretary of the  Corporation.  The  resignation  of any director shall take
effect  upon  receipt  of  notice  thereof  or at such  later  time as  shall be
specified in such notice; and unless otherwise specified therein, the acceptance
of such  resignation  shall not be necessary to make it effective.

     Section 3.12  Vacancies.  Unless  otherwise  provided in the certificate of
incorporation,  vacancies  on the  Board  of  Directors  resulting  from  death,
resignation, removal or otherwise and newly created directorships resulting from
any  increase in the number of directors  may be filled  solely by a majority of
the  directors  then in office  (although  less  than a  quorum)  or by the sole
remaining  director.  If there are no directors  in office,  then an election of
directors may be held in accordance with the DGCL. Unless otherwise  provided in
the certificate of  incorporation,  when one or more directors shall resign from
the Board,  effective  at a future  date,  a majority of the  directors  then in
office,  including those who have so resigned, shall have the power to fill such
vacancy or vacancies,  the vote thereon to take effect when such  resignation or
resignations  shall  become  effective,  and each  director so chosen shall hold
office as provided in the filling of the other vacancies.

     Section 3.13 Removal.  The Board of Directors may declare vacant the office
of a director who has been  declared of unsound mind by an order of court or who
has been convicted of a felony.  The entire Board of Directors or any individual
director  may be removed  from office with or without  cause by the  affirmative
vote of a majority of the shares entitled to vote on such removal.

     Section 3.14 Compensation.  Unless otherwise  restricted by the certificate
of incorporation or these bylaws, the Board of Directors shall have authority to
fix the compensation of directors, including fees and reimbursement of expenses.

                                    ARTICLE 4

                                    OFFICERS

     Section 4.01 Principal Officers.  The principal officers of the Corporation
shall be a President,  one or more Vice Presidents,  a Treasurer and a Secretary
who shall have the duty,  among other things,  to record the  proceedings of the
meetings of stockholders


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and directors in a book kept for that  purpose.  The  Corporation  may also have
such other principal officers,  including one or more Controllers,  as the Board
may in its discretion  appoint.  One person may hold the offices and perform the
duties of any two or more of said offices,  except that no one person shall hold
the offices and perform the duties of President and Secretary.

     Section  4.02  Election,  Term of Office and  Remuneration.  The  principal
officers of the Corporation  shall be elected annually by the Board of Directors
at the annual  meeting  thereof.  Each such officer  shall hold office until his
successor is elected and qualified,  or until his earlier death,  resignation or
removal.  The remuneration of all officers of the Corporation  shall be fixed by
the Board of Directors. Any vacancy in any office shall be filled in such manner
as the Board of Directors shall determine.

     Section 4.03 Subordinate  Officers.  In addition to the principal  officers
enumerated  in  Section  4.01  herein,  the  Corporation  may  have  one or more
Assistant  Treasurers,  Assistant Secretaries and Assistant Controllers and such
other subordinate  officers,  agents and employees as the Board of Directors may
deem  necessary,  each of whom shall hold office for such period as the Board of
Directors may from time to time  determine.  The Board of Directors may delegate
to any principal officer the power to appoint and to remove any such subordinate
officers, agents or employees.

     Section  4.04  Removal.  Except as  otherwise  permitted  with  respect  to
subordinate officers,  any officer may be removed, with or without cause, at any
time, by resolution adopted by the Board of Directors.

     Section  4.05  Resignations.  Any  officer may resign at any time by giving
notice in writing or by electronic transmission to the Board of Directors (or to
a principal  officer if the Board of Directors has  delegated to such  principal
officer the power to appoint and to remove such officer). The resignation of any
officer  shall take effect upon receipt of notice  thereof or at such later time
as shall be specified in such notice;  and unless otherwise  specified  therein,
the acceptance of such resignation shall not be necessary to make it effective.

     Section 4.06 Powers and Duties.  The officers of the Corporation shall have
such powers and perform such duties incident to each of their respective offices
and such other duties as may from time to time be conferred  upon or assigned to
them by the Board of Directors.

                                    ARTICLE 5

                                 INDEMNIFICATION

Section 5.01      Indemnification of Directors and Officers.


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                  (a) Third Party Actions.  The Corporation  shall indemnify and
hold  harmless  each person who was or is a party or is  threatened to be made a
party to, or is involved in 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
such  person is or was a director  or officer of the  Corporation,  or is or was
serving at the  request of the  Corporation  as a director or officer of another
corporation,  partnership,  joint  venture  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  (if such  settlement  is  approved  in  advance  by the  Corporation
actually and reasonably  incurred by such person in connection with such action,
suit or  proceeding  if such  person  acted in good  faith and in a manner  such
person 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 or her conduct was unlawful.  The termination of
any action, suit or proceeding by judgment,  order, settlement,  conviction,  or
upon a plea of nolo contendere or its equivalent, shall not, in itself, create a
presumption that the person did not act in good faith and in a manner which such
person  reasonably  believed to be in or not opposed to the best interest of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

                  (b)  Actions  by or in  the  Right  of  the  Corporation.  The
Corporation  shall indemnify and hold harmless each person who was or is a party
or is  threatened  to be made a party  to,  or is  involved  in 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 such person is or was
a director or officer of the Corporation, or is or was serving at the request of
the  Corporation as a director or officer of another  corporation,  partnership,
joint venture,  trust or other enterprise against expenses (including attorneys'
fees) and amounts paid in settlement (if such  settlement is approved in advance
by  the  Corporation)  actually  and  reasonably  incurred  by  such  person  in
connection  with the defense or settlement of such action or suit if such person
acted in good faith and in manner the person reasonably believed to be in or not
opposed to the best interests of the Corporation, except that, if applicable law
so provides,  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 the Delaware Court of Chancery or
the  court  in which  such  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 Delaware  Court of Chancery or such other
court shall deem proper.  Notwithstanding any other provision of this Article 5,
no person  shall be  indemnified  hereunder  for any expenses or amounts paid in
settlement  with  respect  to any action to recover  short-swing  profits  under
Section 16(b) of the Securities Exchange Act of 1934, as amended.


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     Section 5.02  Indemnification of Employees and Agents. The Corporation may,
by action  of its Board of  Directors,  provide  indemnification  to such of the
employees and agents of the Corporation to such extent and to such effect as the
Board of Directors shall determine to be appropriate and authorized by the DGCL.

     Section 5.03 Successful  Defense.  To the extent that a director,  officer,
employee  or agent of the  Corporation  has been  successful  on the  merits  or
otherwise in defense of any action,  suit or  proceeding  referred to in Section
5.01 and Section 5.02, or in defense of any claim, issue or matter therein, such
person  shall  be  indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by the person in connection therewith.

     Section 5.04 Determination of Conduct.  Any  indemnification  under Section
5.01  (unless  ordered  by a  court)  shall be made by the  Corporation  only as
authorized in the specific case upon a determination that the indemnification of
the  director or officer is proper in the  circumstances  because the person has
met  the  applicable  standard  of  conduct  set  forth  in  Section  5.01.  Any
indemnification  under Section 5.02 (unless ordered by a court) shall be made by
the Corporation upon a determination  that such  indemnification  is appropriate
and authorized by the DGCL. Such  determination  shall be made (1) by a majority
vote of the  disinterested  directors,  even though  less than a quorum,  (2) by
independent  legal  counsel in a written  opinion,  or (3) by the  stockholders.
Notwithstanding the foregoing, a director or officer of the Corporation shall be
entitled to contest any  determination  that the director or officer has not met
the  applicable  standard of conduct set forth in Section 5.01 by  petitioning a
court of competent jurisdiction.

     Section 5.05  Selection of Independent  Counsel.  If the  determination  of
entitlement to indemnification is to be made by independent  counsel pursuant to
Section 5.04 hereof,  the  independent  counsel shall be selected as provided in
this Section 5.05.  The  independent  counsel shall be selected  jointly by such
director or officer and the  Corporation.  In the event such director or officer
and the  Corporation  cannot agree on a selection for the  independent  counsel,
either  party may  petition  the  Delaware  Court of  Chancery or other court of
competent  jurisdiction  to resolve the issue or to make its own  provisions for
the selection of  independent  counsel.  The  Corporation  shall pay any and all
reasonable fees and expenses of independent counsel incurred by such independent
counsel in  connection  with acting  pursuant to Section  5.04  hereof,  and the
Corporation  shall  pay  all  reasonable  fees  and  expenses  incident  to  the
procedures  of this  Section  5.05,  regardless  of the  manner  in  which  such
independent counsel was selected or appointed.

     Section 5.06 Payment of Expenses in Advance. Expenses incurred in defending
a  civil  or  criminal  action,  suit or  proceeding,  by an  individual  who is
determined to be entitled to indemnification  pursuant to Section 5.01, 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


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ultimately be determined  that the  individual is not entitled to be indemnified
by the Corporation as authorized in this Article 5; provided,  however, that the
Corporation shall not be required to advance expenses to any director or officer
in connection  with any  proceeding  (or part thereof)  initiated by such person
unless the proceeding was authorized in advance by the board of directors of the
Corporation;  and  provided  further  that  no  advance  shall  be  made  by the
Corporation to a director or officer of the  Corporation in any action,  suit or
proceeding,  whether civil,  criminal,  administrative  or  investigative,  if a
determination  is  reasonably  and  promptly  made  (i) by a  majority  vote  of
disinterested  directors  or (ii) by  independent  legal  counsel  in a  written
opinion,  that the  facts  known to the  decision-making  party at the time such
determination  is made  demonstrate  clearly and  convincingly  that such person
acted in bad faith or in a manner  that such  person did not believe to be in or
not opposed to the best interests of the corporation.

     Section 5.07 Indemnity Not Exclusive.  The  indemnification and advancement
of  expenses  provided  by or granted  pursuant  to the other  sections  of this
Article 5 shall  not be deemed  exclusive  of any  other  rights to which  those
seeking  indemnification  or  advancement  of expenses may be entitled under any
other   provision  of  these  bylaws,   agreement,   vote  of   stockholders  or
disinterested  directors  or  otherwise,  both as to  action  in their  official
capacity and as to action in another capacity while holding such office.

     Section 5.08  Insurance  Indemnification.  The  Corporation  shall have the
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 or agent of
another  Corporation,  partnership,  joint venture,  trust or other  enterprise,
against any expense,  liability  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 such person  against such liability  under the
DGCL.

     Section 5.09 The Corporation. For purposes of this Article 5, references to
"the Corporation" shall include, in addition to the resulting  Corporation,  any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had the power and  authority  to indemnify  its  directors,  officers,  and
employees  or  agents,  so that any person  who is or was a  director,  officer,
employee or agent of such constituent  corporation,  or is or was serving at the
request of such  constituent  corporation  as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise, shall stand in the same position under and subject to the provisions
of this Article 5 (including, without limitation, the provisions of Section 5.01
and Section 5.02) with respect to the resulting or surviving  corporation as the
person would have with respect to such  constituent  corporation if its separate
existence had continued.


                                      -10-
<PAGE>


     Section 5.10 Continuation of  Indemnification  and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article 5 shall, unless otherwise provided when authorized or ratified,
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 person.

     Section 5.11 Amendments. Any repeal or modification of this Article 5 shall
only be  prospective  and shall not affect the rights under this bylaw in effect
at the time of the alleged  occurrence  of any action or omission to act that is
the cause of any proceeding against any agent of the Corporation.

                                    ARTICLE 6

                               GENERAL PROVISIONS

     Section  6.01 Fixing the 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, the Board of Directors may fix a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing the record date is adopted by the Board of  Directors,  and which  record
date shall not be more than  sixty  (60) nor less than ten (10) days  before the
date of such meeting. If no record date is fixed by the Board of Directors,  the
record date for determining  stockholders  entitled to notice of or to vote at a
meeting  of  stockholders  shall  be at the  close of  business  on the day next
preceding  the day on which  notice is given,  or, if notice is  waived,  at the
close of  business  on the day next  preceding  the day on which the  meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the  meeting;
provided that the Board of Directors may fix a new record date for the adjourned
meeting.

                  (a)  In  order  that  the   Corporation   may   determine  the
stockholders  entitled to receive payment of any dividend or other  distribution
or allotment of any rights or the  stockholders  entitled to 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 a record date,  which
record  date shall not  precede  the date upon which the  resolution  fixing the
record  date is  adopted,  and which  record date shall be not more than 60 days
prior  to such  action.  If no  record  date  is  fixed,  the  record  date  for
determining  stockholders for any such purpose shall be at the close of business
on the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto.


     Section 6.02  Dividends.  Subject to limitations  contained in the DGCL and
the  certificate  of  incorporation,  the Board of Directors may declare and pay
dividends upon the shares of capital stock of the  Corporation,  which dividends
may be paid either in cash, in property or in shares of the capital stock of the
Corporation.


                                      -11-
<PAGE>


     Section 6.03 Fiscal Year. The fiscal year of the Corporation shall commence
on January 1 and end on December 31 of each year.

     Section  6.04  Corporate  Seal.  The  corporate  seal shall have  inscribed
thereon the name of the Corporation,  the year of its organization and the words
"Corporate  Seal,  Delaware."  The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced.

     Section  6.05  Voting  of Stock  Owned  by the  Corporation.  The  Board of
Directors  may authorize any person,  on behalf of the  Corporation,  to attend,
vote at and grant  proxies  to be used at any  meeting  of  stockholders  of any
corporation (except this Corporation) in which the Corporation may hold stock.

     Section  6.06  Amendments.  These  bylaws or any of them,  may be  altered,
amended or repealed,  or new bylaws may be made, by the stockholders entitled to
vote  thereon  at any  annual  or  special  meeting  thereof  or by the Board of
Directors.

     Section 6.07 Right of First  Refusal.  No stockholder  shall sell,  assign,
pledge,  or in any manner transfer any of the shares of stock of the Corporation
or any right or interest therein, whether voluntarily or by operation of law, of
by  gift or  otherwise,  except  by a  transfer  which  meets  the  requirements
hereinafter set forth in this bylaw:

                  (a) If the stockholder desires to sell or otherwise transfer
any shares of stock, then the stockholder shall first give written notice
thereof to the Corporation. The notice shall name the proposed transferee and
state the number of shares to be transferred, the proposed consideration, and
all other terms and conditions of the proposed transfer.

                  (b) For thirty (30) days following receipt of such notice, the
Corporation shall have the option to purchase all (but not less than all) of the
shares specified in the notice at the price and upon the terms set forth in such
notice; provided, however, that, with the consent of the stockholder, the
Corporation shall have the option to purchase a lesser portion of the shares
specified in said notice at the price and upon the terms set forth therein. In
the event of a gift, property settlement or other transfer in which the proposed
transferee is not paying the full price for the shares, and that is not
otherwise exempted from the provisions of this Section 6.07, the price shall be
deemed to be the fair market value of the stock at such time as determined in
good faith by the Board of Directors. In the event the Corporation elects to
purchase all of the shares or, with consent of the stockholder, a lesser portion
of the shares, it shall give written notice to the transferring stockholder of
its election and settlement for said shares shall be made as provided below in
paragraph (d).

                  (c) The Corporation may assign its rights hereunder.


                                      -12-
<PAGE>


                  (d) In the event the Corporation and/or its assignee(s) elect
to acquire any of the shares of the transferring stockholder as specified in
said transferring stockholder's notice, the Secretary of the Corporation shall
so notify the transferring stockholder and settlement thereof shall be made in
cash within thirty (30) days after the Secretary of the Corporation receives
said transferring stockholder's notice; provided that if the terms of payment
set forth in said transferring stockholder's notice were other than cash against
delivery, the Corporation and/or its assignee(s) shall pay for said shares on
the same terms and conditions set forth in said transferring stockholder's
notice.

                  (e) In the event the Corporation and/or its assignees(s) do
not elect to acquire all of the shares specified in the transferring
stockholder's notice, said transferring stockholder may, within the sixty-day
period following the expiration of the option rights granted to the Corporation
and/or its assignees(s) herein, transfer the shares specified in said
transferring stockholder's notice which were not acquired by the Corporation
and/or its assignees(s) as specified in said transferring stockholder's notice.
All shares so sold by said transferring stockholder shall continue to be subject
to the provisions of this bylaw in the same manner as before said transfer.

                  (f) Anything to the contrary contained herein notwithstanding,
the following transactions shall be exempt from the provisions of this bylaw:

                         (1) A stockholder's transfer of any or all shares held
either during such stockholder's lifetime or on death by will or intestacy to
such stockholder's immediate family or to any custodian or trustee for the
account of such stockholder or such stockholder's immediate family. "Immediate
family" as used herein shall mean spouse, lineal descendant, father, mother,
brother, or sister of the stockholder making such transfer.

                         (2) A stockholder's bona fide pledge or mortgage of any
shares with a commercial lending institution, provided that any subsequent
transfer of said shares by said institution shall be conducted in the manner set
forth in this bylaw.

                         (3) A stockholder's transfer of any or all of such
stockholder's shares to the Corporation or to any other stockholder of the
Corporation.

                         (4) A stockholder's transfer of any or all of such
stockholder's shares to a person who, at the time of such transfer, is an
officer or director of the Corporation.

                         (5) A corporate stockholder's transfer of any or all of
its shares pursuant to and in accordance with the terms of any merger,
consolidation, reclassification of shares or capital reorganization of the
corporate stockholder, or pursuant to a sale of all or substantially all of the
stock or assets of a corporate stockholder.


                                      -13-
<PAGE>


                         (6) A corporate stockholder's transfer of any or all of
its shares to any or all of its stockholders.

                         (7) A transfer by a stockholder which is a limited or
general partnership to any or all of its partners or former partners.

                         (8) A transfer by a stockholder of Series A Preferred
Stock.

                  In any such case, the transferee, assignee, or other recipient
shall receive and hold such stock subject to the  provisions of this bylaw,  and
there  shall be no further  transfer  of such stock  except in accord  with this
bylaw.

                  (g) The provisions of this bylaw may be waived with respect to
any transfer either by the Corporation, upon duly authorized action of its Board
of Directors, or by the stockholders, upon the express written consent of the
stockholders having a majority of the voting power of the Corporation (excluding
the votes represented by those shares to be transferred by the transferring
stockholder). This bylaw may be amended or repealed either by a duly authorized
action of the Board of Directors or by the stockholders, upon the express
written consent of the owners of a majority of the voting power of the
Corporation.

                  (h) Any sale or transfer, or purported sale or transfer, of
securities of the Corporation shall be null and void unless the terms,
conditions, and provisions of this bylaw are strictly observed and followed.

                  (i) The foregoing right of first refusal shall terminate upon
the date securities of the Corporation are first offered to the public pursuant
to a registration statement filed with, and declared effective by, the United
States Securities and Exchange Commission under the Securities Act of 1933, as
amended.

                  (j) The certificates representing shares of stock of the
Corporation shall bear on their face the following legend so long as the
foregoing right of first refusal remains in effect:

                  "The shares  represented by this  certificate are subject to a
right  of  first  refusal  option  in  favor  of  the  Corporation   and/or  its
assignee(s), as provided in the bylaws of the Corporation."


                                      -14-

<PAGE>


                              AMENDMENTS TO BYLAWS
                                       OF
                               TCI SOLUTIONS, INC.
                             a Delaware corporation


         1. Pursuant to resolutions adopted by the Board of Directors as of
December 21, 2001, Section 6.07(f)(8) and (j) of the Bylaws of the Company are
amended and restated to provide:

         "Section 6.07(f)(8) A transfer by a Preferred Holder of any shares of
Preferred Stock or any shares of Common Stock into which shares of Preferred
Stock have been converted."

         "Section 6.07(j) The certificates representing shares of Common Stock
of the Corporation (except for shares which are exempt pursuant to Section
6.07(f)(8) above) shall bear on their face the following legend so long as the
foregoing right of first refusal remains in effect:"

         2. Pursuant to resolutions adopted by the Board of Directors as of
April 10, 2002, Section 6.07(g) of the Bylaws of the Company are amended and
restated to provide:

         "Section 6.07(g) The provisions of this bylaw may be waived with
respect to any transfer only by the vote or the express written consent of the
Required Preferred Percentage (as that term is defined in the Third Amended and
Restated Certificate of Incorporation of the Corporation, as amended from time
to time). This bylaw may be amended or repealed only by the vote or the express
written consent of the Required Preferred Percentage."