<PAGE>

                                                                  Exhibit 3.02


                              AMENDED AND RESTATED

                                     BYLAWS

                                       of

                        ADELPHIA BUSINESS SOLUTIONS, INC.

1.   Offices

                  Adelphia Business Solutions, Inc. (hereinafter the
"Corporation") may have offices and places of business at such places, 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.

2.   Meeting of Stockholders

2.1  Place of Meetings.
----------------------

                  All meetings of the stockholders for the election of directors
shall be held at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Meetings of stockholders for any other purpose may be
held at such time and place, within or without the State of Delaware, as shall
be stated in the notice of the meeting or in a duly executed waiver thereof.

2.2  Annual Meeting.
-------------------

                  Annual meetings of stockholders shall be held in September at
date and time designated by the Board of Directors or at such other date and
time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting or in a duly executed waiver thereof.

2.3  Special Meetings.
---------------------

                  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chief Executive Officer, the President or a
majority of the Board of Directors and shall be called by the President or
Secretary at the request in writing of stockholders owning not less than
one-half of the entire capital stock of the Corporation issued and outstanding
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
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2.4  Notice.
-----------

                  Written notice of each meeting of stockholders shall be given
in the manner prescribed in Article IV of these Bylaws which shall state the
place, date and hour of the meeting and, in the case of a special meeting, shall
state the purpose or purposes for which the meeting is called. In the case of a
meeting to vote on a proposed merger or consolidation, such notice shall state
the purpose of the meeting and shall contain a copy of the agreement or brief
summary thereof and, in the case of a meeting to vote on a proposed sale, lease
or exchange of all of the Corporation's assets, such notice shall specify that
such a resolution shall be considered. Such notice shall be given to each
stockholder of record entitled to vote at the meeting not less than ten (10) nor
more than sixty (60) days prior to the meeting, except that where the matter to
be acted on is a merger or consolidation of the Corporation or a sale, lease or
exchange of all or substantially all of its assets, such notice shall be given
not less than twenty (20) nor more than sixty (60) days prior to such meeting.
If mailed, notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the records
of the corporation.

2.5  Business.
-------------

                  Business transacted at any special meeting of stockholders
shall be limited to the purpose or purposes stated in the notice.

2.6  Quorum and Adjournment.
---------------------------

                  Except as otherwise provided by statute or the Certificate of
Incorporation, the holders of a majority of the shares of the Corporation issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall be necessary to and shall constitute a quorum for the
transaction of business at each meeting of stockholders but in no event shall a
quorum consist of less than one-third of the shares entitled to vote at the
meeting. If a quorum shall not be present at the time fixed for any meeting, the
stockholders present, in person or by proxy, and entitled to vote thereat shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. At such adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally notified. 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.

2.7  Voting.
-----------

                  Unless otherwise provided in the Certificate of Incorporation
and subject to the provisions of Article VI, Section 4 of these Bylaws, each
stockholder shall be entitled to one vote, in person or by proxy, for each share
<PAGE>

of capital stock held by such stockholder. If the Certificate of Incorporation
provides for more or less than one vote for any share, on any matter, every
reference in these Bylaws to a majority or other proportion of stock shall refer
to such majority or other proportion of the votes of such stock.

2.8  Vote Required.
------------------

                  When a quorum is present at any meeting, in all matters other
than the election of directors, the vote of the holders of a majority of the
shares present in person or represented by proxy and entitled to vote on the
subject matter shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Certificate of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors.

2.9  Voting Lists.
-----------------

                  The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (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.

2.10 Proxy.
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                  Each stockholder entitled to vote at a meeting of stockholders
or to express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for him by proxy, but no
such proxy shall be voted or acted upon after three (3) years from its date,
unless the proxy provides for a longer period.

                  A duly executed proxy shall be irrevocable if it states that
it is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation generally.

2.11 Consents.
-------------

                  Any action required or permitted to be taken at any annual or
special meeting of the stockholders may be taken without a meeting, without
prior notice and a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
<PAGE>

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 and shall be delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. Where corporate action is taken in such manner by less than
unanimous written consent, prompt written notice of the taking of such action
shall be given to all stockholders who have not consented in writing thereto.

                  Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty days of the
earliest dated consent delivered in the manner required by statute to the
Corporation, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation by delivery to its registered office in
Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.

3.   Directors

3.1  Board of Directors.
-----------------------

                  The business and affairs of the Corporation shall be managed
by or under the direction of its Board of Directors, which may exercise all such
powers of the Corporation and do all such lawful acts and things, except as
provided in the Certificate of Incorporation.

3.2  Number; Election and Tenure.
--------------------------------

                  The number of directors which shall constitute the whole Board
shall be not less than seven (7) nor more than twenty-one (21). Thereafter,
within the limits above specified, the number of directors shall be determined
by resolution of the Board of Directors. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 3 of this
Article, and each director elected shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. Any director
may resign at any time upon written notice to the Corporation. Directors need
not be stockholders.

3.3  Vacancies.
--------------

                  Vacancies in the Board of Directors and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, although less than
quorum, or by a sole remaining director, and the directors so chosen shall hold
<PAGE>

office until the next annual election and until their successors are duly
elected and shall qualify, or until his earlier resignation or removal. If at
any time, by reason of death or resignation or other cause, the Corporation
should have no directors in office, then any officer or any stockholder or an
executor, administrator, trustee or guardian of a stockholder, or other
fiduciary entrusted with like responsibility for the person or estate of a
stockholder, may call a special meeting of stockholders in accordance with the
provisions of the Certificate of Incorporation or the Bylaws or may apply to the
Court of Chancery for a decree summarily ordering an election as provided by
statute.

                  If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

3.4  Meetings.
-------------

                  The Board of Directors of the Corporation may hold its
meetings, and have an office or offices, within or without the State of
Delaware.

3.5  First Meeting.
------------------

                  The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

3.6  Notice.
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                  Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board. A special meeting of the Board may be called by the Chief
Executive Officer, President or any Vice Chairman and a special meeting shall be
called by the President on the written request of two directors. Notice of each
special meeting of the Board of Directors, specifying the place, day and hour of
the meeting, shall be given in the manner prescribed in Article IV of these
<PAGE>

Bylaws and in this Section 3.6, either personally or by mail, by courier,
telecopy, telex or telegram to each director, at the address or the telex number
supplied by the director to the Corporation for the purpose of notice, at least
24 hours before the time set for the meeting. Neither the business to be
transacted at, nor the purpose of any meeting of the Board, need be specified in
the notice of the meeting.

3.7  Quorum and Voting.
----------------------

                  Except as may be otherwise specifically provided by statute or
by the Certificate of Incorporation, a majority of the total number of directors
shall constitute a quorum for the transaction of business. The vote of the
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors.

                  Members of the Board or members of any committee designated by
the Board may participate in meetings of the Board or of such committee by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation
in such meeting shall constitute presence in person at such meeting.

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

3.9  Committees.
---------------

                  The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one or more 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. Any such committee, to the
extent provided in the resolution, 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 amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws of the Corporation; and, unless the resolution, Bylaws or Certificate of
Incorporation provides, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock. In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
<PAGE>

the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the Board of
Directors.

3.10 Committee Rules.
--------------------

                  Unless the Board of Directors otherwise provides, each
committee designated by the Board may adopt, amend and repeal rules for
conducting its business. In the absence of a provision by the Board or a
provision in the rules of a committee to the contrary, a majority of the entire
authorized number of members of such committee shall constitute a quorum for the
transaction of business, the vote of a majority of the members present at a
meeting at the time of such vote if a quorum is then present shall be the act of
such committee, and in other respects each committee shall conduct its business
in the same manner as the Board conducts its business pursuant to this Article
III of these Bylaws.

3.11 Committee Minutes.
----------------------

                  Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

3.12 Compensation of Directors.
------------------------------

                  The directors as such, and as members of any standing or
special committee, may receive such compensation for their services as may be
fixed from time to time by resolution of the Board. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

                  The directors may be paid their expenses, if any, for
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

3.13 Removal of Directors.
-------------------------

                  Any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.

4.   Notices

4.1  Form of Notice.
-------------------

                  Whenever, under the provisions of the Delaware General
Corporation Law or of the Certificate of Incorporation or of these Bylaws,
notice is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
first class or express mail, addressed to such director or stockholder, at his
<PAGE>

address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail, except that, in the case of
directors, notice sent by first class mail shall be deemed to have been given
forty-eight hours after being deposited in the United States mail. Whenever,
under these Bylaws, notice may be given by telegraph, courier or telex, notice
shall be deemed to have been given when deposited with a telegraph office or
courier service for delivery or, in the case of telex, when dispatched.

4.2  Waiver of Notice.
---------------------

                  Whenever notice is required to be given under any provisions
of the Delaware General Corporation Law or the Certificate of Incorporation or
these Bylaws, a written waiver, signed by the person or persons 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 a 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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice unless
so required by the Certificate of Incorporation or the Bylaws.

5.   Officers

5.1  Selection of Officers.
--------------------------

                  The officers of the Corporation shall be chosen by the
directors and shall consist of a president and secretary, and it may, if it so
determines, elect from among its members a Chairman of the Board and one or more
Vice Chairmen of the Board, who shall have the power of a vice president. The
Board of Directors may also choose a treasurer, one or more executive vice
presidents, one or more vice presidents, one or more assistant secretaries and
such other officers as the Board may deem desirable or appropriate and may give
any of them such further designations or alternate titles as it considers
desirable. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these Bylaws otherwise provide. A failure to
elect officers shall not dissolve or otherwise affect the Corporation.

5.2  Term of Office, Removal and Vacancies.
------------------------------------------

                  Each officer of the Corporation shall hold his office until
his successor is elected and qualifies or until his 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 by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring by death, resignation, removal or otherwise, in
any office of the Corporation, shall be filled by the Board of Directors.
<PAGE>

5.3  Compensation.
-----------------

                  The salaries of the officers of the Corporation may be fixed
by the Board of Directors.

5.4  Bond.
---------

                  The Corporation may secure the fidelity of any or all of its
officers or agents by bond or otherwise.

5.5  Chairman of the Board.
--------------------------

                  The Chairman of the Board shall preside at all meetings of the
Board of Directors and of the stockholders at which he is present and shall have
and may exercise such powers as may, from time to time, be assigned to him by
the Board and as may be provided by law.

5.6  Chief Executive Officer.
----------------------------

                  The Chief Executive Officer shall have primary responsibility
for strategic and long-range planning and direction of the business and finances
of the Corporation, shall oversee the management of the business of the
Corporation, and in addition shall perform all the duties incident to the office
of Chief Executive Officer as may be assigned to such person by the Board of
Directors. He shall have the power to appoint and remove such subordinate
officers and agents other than those actually appointed or elected by the Board
of Directors as the business of the Corporation may require.

5.7  The President.
------------------

                  The President shall be the Chief Operating Officer of the
Corporation, shall have general and active responsibility for the management of
the business and affairs of the Corporation, shall see that all orders and
resolutions of the Board of Directors are carried into effect and shall perform
all such duties as are assigned to such person by the Board of Directors. He
shall have the power to appoint and remove such subordinate officers and agents
other than those actually appointed or elected by the Board of Directors as the
business of the Corporation may require.

5.8  Executive Vice President.
-----------------------------

                  Each Executive Vice President, if any, shall perform such
duties as shall be assigned to him by the Board of Directors or President, and,
in the absence or disability of the President, the most senior in rank of the
Executive Vice Presidents shall perform the duties of the President.
<PAGE>

5.9  Vice President.
-------------------

                  Each Vice President, if any, shall perform such duties as
shall be assigned to him by the Board of Directors or President and, to the
extent not so assigned, as generally pertain to such office, subject to the
control of the Board of Directors.

5.10 Secretary.
--------------

                  The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Board of Directors and the stockholders in a book to be kept
for that purpose and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President.
He shall be the custodian of the seal of the Corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed, it may be attested by his signature or by the signature
of such assistant secretary. The Board of Directors may give general authority
to any other officer to affix the seal of the Corporation and to attest the
affixing by his signature.

5.11 Assistant Secretary.
------------------------

                  The Assistant Secretary, if any, or assistant secretaries, if
more than one, shall perform the duties of the secretary in his or her absence
and shall perform such other duties as the Board of Directors, the President or
the Secretary may from time to time designate.

5.12 Treasurer.
--------------

                  The Treasurer shall have custody of the corporate funds and
securities and shall keep, or cause to be kept, full and accurate amounts of
receipts and disbursements in books kept for that purpose. He shall deposit all
monies, and other valuable effects, in the name and to the credit of the
Corporation, in such depository as the Board of Directors shall designate. As
directed by the Board of Directors or the President, he shall disburse monies of
the Corporation, taking proper vouchers for such disbursements and shall render
to the President and directors an account of all his transactions as Treasurer
and of the financial condition of the Corporation. In addition, he shall perform
all the usual duties incident to the office of Treasurer.

5.13 Other Officers.
-------------------

                  Any other officers of the Corporation shall have such powers
and duties in managing the Corporation as shall be stated in a resolution of the
Board of Directors which is not inconsistent with these Bylaws and, to the
extent not so stated, as generally pertain to their respective offices, subject
to the control of the Board. The Board of Directors may require any officer,
agent or employee to give security for the faithful performance of his duties.
<PAGE>

6.   Certificates of Stock and Transfers

6.1  Certificates of Stock; Uncertificated Shares.
-------------------------------------------------

                  The shares of the Corporation shall be represented by
certificates, provided that the Board of Directors may provide by resolution or
resolutions that some or all of any or all classes or series of its stock shall
be uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the Corporation by, the President or any Vice
President, and countersigned by the Secretary or any Assistant Secretary or the
Treasurer, representing the number of shares registered in certificate form. Any
or all the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

6.2  Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificate
or Uncertificated Shares.

                  The Board of Directors may issue a new certificate of stock or
uncertificated shares in place of any certificate therefore issued by it,
alleged to have been lost, stolen or destroyed, and the Corporation may require
the owner of the lost, stolen or destroyed certificate, or his legal
representative to give the Corporation a bond sufficient to indemnify it against
any claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate or
uncertificated shares.

6.3  Record Date.
----------------

                  In order that the Corporation may determine the stockholders
entitled to notice of, or to vote at, any meeting of stockholders or at any
adjournment thereof in respect of which a new record date is not fixed, or to
consent to corporate action without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix 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
date shall not be more than sixty (60) nor less than ten (10) days before the
date of any such meeting, nor more than ten (10) days after the date on which
the date fixing the record date for the consent of stockholders without a
meeting is adopted by the Board of Directors, nor more than sixty (60) days
prior to any other such action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
<PAGE>

6.4  Registered Stockholders.
----------------------------

                  The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as of any record date fixed or
determined pursuant to Section 3 of this Article as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, regardless of whether it shall
have express or other notice thereof, except as otherwise provided by the laws
of the State of Delaware.

7.   General Provisions

7.1  Dividends.
--------------

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

7.2  Liability of Directors as to Dividends or Stock Redemption.
---------------------------------------------------------------

                  A member of the board of directors, or a member of any
committee designated by the board of directors, shall be fully protected in
relying in good faith upon the records of the Corporation and upon such
information, opinions, reports or statements presented to the Corporation by any
of its officers or employees, or committees of the Board of Directors, or by any
other person as to matters the director reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation, as to the value and amount
of the assets, liabilities and/or net profits of the Corporation, or any other
facts pertinent to the existence and amount of surplus or other funds from which
dividends might properly be declared and paid, or with which the Corporation's
stock might properly be purchased or redeemed.

7.3  Reserve for Dividends.
--------------------------

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

7.4  Annual Statement.
---------------------

                  The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.

7.5  Signing Checks, Notes, etc.
-------------------------------

                  All checks or other orders for the payment of money and all
notes or other instruments evidencing indebtedness of the Corporation shall be
signed on its behalf by such officer or officers or such other person or persons
as the Board of Directors may from time to time designate, or, if not so
designated, by the President or any Vice President of the Company.

7.6  Fiscal Year.
----------------

                  The fiscal year of the Corporation shall end on March 31 of
each year or as otherwise determined by resolution of the Board of Directors.

7.7  Seal.
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                  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 or affixed or otherwise reproduced.

7.8  Voting of Securities of Other Corporations.
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                  In the event that the Corporation shall, at any time or from
time to time, own and have power to vote any securities (including but not
limited to shares of stock or partnership interests) of any other issuer, they
shall be voted by such person or persons, to such extent and in such manner, as
may be determined by the Board of Directors or, if not so determined, by any
duly elected officer of the Corporation.

8.   Indemnification

8.1  Indemnification.
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                  Except as otherwise provided below, each person who was or is
made 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 (hereinafter a "proceeding") and
whether or not by or in the right of the Corporation or otherwise, by reason of
the fact that he or she, or a person of whom he or she is the heir, executor or
administrator, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as director or officer or trustee of
<PAGE>

another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director or officer or trustee, or in any other capacity while serving as a
director or officer or trustee, shall be indemnified and held harmless by the
Corporation to the fullest extent permitted by law, as the same exist or may
hereinafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than are permitted the corporation to provide prior to
such amendment), against all reasonable expenses, including attorneys' fees, and
any liability and loss, including judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement, incurred or paid by such
person in connection therewith, and such indemnification shall continue as to a
person who has ceased to be a director or officer or trustee; provided, however,
that except as provided in paragraph (b) hereof, the Corporation shall indemnify
any such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of the final disposition thereof;
provided, however, that to the extent required by the law, the payment of such
expenses incurred by an officer or director in advance of the final disposition
of a proceeding shall be made only upon receipt of an undertaking, by or on
behalf of such person, to repay all amounts so advanced if it shall ultimately
be determined that he or she is not entitled to be indemnified under this
section or otherwise. The right to indemnification and advancement of expenses
provided herein shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such person.

8.2  Right to Claimant to Bring Suit.
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                  If a claim under Section 1 of this Article is not paid in full
by the Corporation within thirty (30) days after a written claim has been
received by the Corporation, the claimant may, at any time thereafter, bring
suit 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 claim.

8.3  Non-Exclusivity of Rights.
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                  The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of a final disposition conferred
in this Article VIII shall not be exclusive of any other rights to which those
seeking indemnification or advancement of expenses hereunder may be entitled
under any bylaw, agreement, vote of stockholders or directors or otherwise, both
as to action in his official capacity and as to action in any other capacity
while holding that office.
<PAGE>

8.4  Funding.
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                  The Corporation may create a fund of any nature, which may,
but need not be, under the control of a trustee, or otherwise secure or insure
in any manner its indemnification obligations, whether arising under or pursuant
to this bylaw or otherwise.

9.   Amendments

                  These Bylaws may be altered, amended or repealed, and new
Bylaws may be adopted, by the stockholders, or by the Board of Directors when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation.

Dated:  March 9, 2000