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                                                                     Exhibit 3.2

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                  VOXWARE, INC.

                                    ARTICLE I
                                     OFFICES

          Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

          Section 2. 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.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

          Section 1. All meetings of the stockholders for the election of
directors shall be held in such place, either within or without the State of
Delaware, at such place as may be fixed from time to time by the board of
directors and as shall be designated from time to time by the board of directors
and stated in the notice of the meeting. Notwithstanding the foregoing, the
board of directors may, in its sole discretion, determine that the meeting shall
not be held at any place, but may instead be held solely by means of remote
communication as authorized by Section 211(a) of the General Corporation Law of
Delaware. If so authorized, and subject to such guidelines and procedures as the
board of directors may adopt, stockholders and proxyholders not physically
present at a meeting of stockholders may, by means of remote communication,
participate in a meeting of stockholders whether such meeting is to be held at a
designated place or solely by means of remote communication, provided that (i)
the Corporation shall implement reasonable measures to verify that each person
deemed present and permitted to vote at the meeting by means of remote
communication is a stockholder or a proxyholder, (ii) the Corporation shall
implement reasonable measures to provides such stockholders and proxyholders a
reasonable opportunity to read or hear the vote on matters submitted to the
stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings, and (iii) if any
stockholder or proxyholder votes or takes other action at the meeting by means
of remote communication, a record of such vote or other action shall be
maintained by the Corporation. 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 of
notice thereof.

          Section 2. Annual meetings of stockholders shall be held at such date
and time and by such means of remote communication, if any, as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting, at which they shall elect by a

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plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.

          Section 3. Written notice of the annual meeting stating the place,
date and hour of the meeting and the means of remote communication, if any, by
which stockholders and proxyholders may be deemed to be present in person and
vote at such meeting, shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.

          Section 4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either (i) on a reasonably accessible electronic
network, provided that the information required to gain access to such list is
provided with the notice of the meeting, or (ii) at the Corporation's principal
place of business. In the event that the Corporation determines to make the list
available on an electronic network, the Corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
Corporation. If a meeting is 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. If the meeting is to be held solely
by means of remote communication, then the list shall also be open to
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting.

          Section 5. 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 president and shall be called by the
president or secretary at the request in writing of any two members of the board
of directors, at the request in writing of a holder or holders owning at least a
majority in interest of the outstanding shares of Series D Preferred Stock or at
the request in writing of stockholders owning not less than fifty percent in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote (determined on an as-converted to Common Stock basis). Such
request shall state the purpose or purposes of the proposed meeting.

          Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the means of remote communication, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such meeting, and the purpose or purposes for which the meeting is called, shall
be given not less than ten nor more than sixty days before the date of the
meeting, to each stockholder entitled to vote at such meeting.

          Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

          Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person, by remote
communication or represented by proxy, shall constitute a quorum at all meetings
of the stockholders for the transaction of business

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except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

          Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express 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.

          Section 10. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on or
after three years from its date, unless the proxy provides for a longer period.

          Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. A telegram, cablegram or other
electronic transmission consenting to an action to be taken and transmitted by a
stockholder or proxyholder, or by a person or persons authorized to act for a
stockholder or proxyholder, shall be deemed to be written, signed and dated for
the purposes herein, provided that any such telegram, cablegram or other
electronic transmission sets forth or is delivered with information from which
the Corporation can determine (A) that the telegram, cablegram or other
electronic transmission was transmitted by the stockholder or proxyholder or by
a person or persons authorized to act for the stockholder or proxyholder or
authorized person or persons transmitted such telegram, cablegram or other
electronic transmission. The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed. No consent given by telegram, cablegram or electronic
transmission shall be deemed to have been delivered until such consent is
reproduced in paper form and until such paper form shall be delivered in
accordance with Section 228 of the General Corporation Law of Delaware to the
Corporation by delivery to its registered office in Delaware, its principal
place of business or to an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Any
copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for

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any and all such purposes for which the original writing could be used, provided
that such copy, facsimile or other reproduction shall be a complete reproduction
of the entire original writing.

                                   ARTICLE III
                                    DIRECTORS

          Section 1. The number of directors which shall constitute the whole
board shall be one or more, as determined from time to time by resolution of the
board of directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his or her successor is elected and qualified.
Directors need not be stockholders, residents of Delaware or citizens of the
United States.

          Section 2. Vacancies 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, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner 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.

          Section 3. The business of the Corporation shall be managed by or
under the direction of its board of directors which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by statute
or by the certificate of incorporation or by these by-laws directed or required
to be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

          Section 4. The board of directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

          Section 5. 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.

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          Section 6. Regular meetings of the board of directors may be held upon
such notice, or without notice at such time and at such place as shall from time
to time be determined by the board.

          Section 7. Special meetings of the full board may be called by the
president on three days' notice to each director, either personally or by mail,
by telegram, cablegram, telecopy, electronic mail, commercial delivery service,
telex or similar means sent to his or her business or home address; special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of any two directors or on written request of
any holder or holders of at least a majority in interest of the outstanding
shares of Series D Preferred Stock.

          Section 8. Notice of a meeting need not be given to any director who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or a waiver of notice of such meeting.

          Section 9. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

          Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting if all members of the board or committee, as the case may be,
consent thereto in writing or electronic transmission or transmissions are filed
with the minutes of proceedings of the board or committee. Such filing shall be
in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form, and the
writing or writings are filed with the minutes of proceedings of the board or
committee.

          Section 11. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                                   COMMITTEES

          Section 12. The board of directors may, by resolution passed by a
majority of the whole board, designate an executive committee and other
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

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meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she or they 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 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 by-laws of the Corporation; and, unless the
resolution or the certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. 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.

          Section 13. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

          Section 14. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. Nothing herein shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

          Section 15. Unless otherwise restricted by the certificate of
incorporation or by-laws, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors at a special meeting of stockholders called
for that purpose.

                                   ARTICLE IV
                                     NOTICES

          Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his or her address as it appears on the records of
the Corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Notice to directors may also be given by telegram, telex or telecopy with
receipt confirmed by telecopy.

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          Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. A person entitled to notice of any meeting of the board of
directors or stockholders, as the case may be, waives such notice if he or she
appears in person or, in the case of a stockholder, by proxy at such meeting,
except when the person attends a meeting for the express purposes of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

                                    ARTICLE V
                                    OFFICERS

          Section 1. The officers of the Corporation shall be chosen by the
board of directors and shall be a president, a secretary and a treasurer. The
board of directors may also choose a chairman of the board, vice chairman of the
board, controller, one or more vice presidents, one or more assistant
secretaries and assistant treasurers. Any such officers shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the board. Any number of offices may be held
by the same person, unless the certificate of incorporation or these by-laws
otherwise provide.

          Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, a secretary and a
treasurer.

          Section 3. The board of directors may appoint such other officers and
agents, as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

          Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the board of directors.

          Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify. 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 board of directors. Any vacancy occurring
in any office of the Corporation shall be filled by the board of directors.

                                    PRESIDENT

          Section 6. The President shall be the chief executive officer of the
Corporation and shall have general direction and supervision over day-to-day
matters relating to the business and affairs of the Corporation, shall implement
or supervise the implementation of corporate policies as established by the
board of directors, shall preside at all meetings of the stockholders and the
board of directors and shall be in charge of stockholder relations. He or she
shall have such other powers and perform such other duties as the board of
directors may from time to time prescribe.

          Section 7. He or she shall execute bonds, mortgages and other
contracts requiring a seal under the seal of the Corporation, except where
required or permitted by law to be

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otherwise signed and executed and except where the signing and execution thereof
shall be delegated by the board of directors to some other officer or agent of
the Corporation.

                               THE VICE PRESIDENTS

          Section 8. The vice president, if any, or, if there shall be more than
one, the vice presidents in the order determined by the board of directors (or,
in the absence of any designation, then in the order of their election) shall,
in the absence or disability of the president, perform the duties and exercise
the powers of the president and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

          Section 9. 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 Corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He or she 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 person serving as chief executive officer, under whose supervision he or she
shall be. He or she shall have custody of the corporate seal of the Corporation
and he or she, 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
or her 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 or her signature.

          Section 10. The assistant secretary or, if there be more than one, the
assistant secretaries in the order determined by the board of directors (or, in
the absence of any designation, then in the order of their election), shall, in
the absence or disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

          Section 11. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the board of directors.

          Section 12. He or she shall disburse the funds of the Corporation as
may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the person serving as chief executive
officer, the president and board of directors at its regular meetings, or when
the board of directors so requires, an account of all his or her transactions as
treasurer and of the financial condition of the Corporation.

          Section 13. If required by the board of directors, he or she shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the

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board of directors for the faithful performance of the duties of his or her
office and for the restoration to the Corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his or her possession or under his
or her control belonging to the Corporation.

          Section 14. The assistant treasurer, or, if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or, in the absence of any designation, then in the order of their election),
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                   ARTICLE VI
                              CERTIFICATES OF STOCK

          Section 1. Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by the
president or a vice-president and the treasurer or an assistant treasurer, or
the secretary or an assistant secretary of the Corporation, certifying the
number of shares owned by him or her in the Corporation.

          Section 2. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he or she
were such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

          Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his or
her legal representative, to advertise the same in such manner as it shall
require and/or to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

          Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

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          Section 5. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meetings, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

          Section 6. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII
                                 INDEMNIFICATION

          Section 1. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he or she 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 expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she 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, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

          Section 2. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she 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
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection with the defense or settlement of

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such action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interest of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the 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 Court of Chancery or such other court
shall deem proper.

          Section 3. 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 Sections 1 or 2 of this Article
VII or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

          Section 4. Any indemnification under Sections 1 or 2 of this Article
VII (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in Sections 1 or 2
or this Article VII. Such determination shall be made (a) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceedings, or (b) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
stockholders.

          Section 5. Expenses (including attorneys' fees) incurred by an officer
or director of the Corporation in defending any civil, criminal, administrative
or investigative action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such officer or director to repay such
amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this Article. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.

          Section 6. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement 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, and
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 a
person.

          Section 7. 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 or agent of another Corporation,
partnership, joint venture, trust or other enterprise against any liability

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asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article.

          Section 8. For purposes of Article VII, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves service by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
Article VII.

          Section 9. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article VII shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

          Section 10. If any word, clause or provision of this Article VII or
any award made hereunder shall be for any reason be determined to be invalid,
the provisions hereof shall not otherwise be affected thereby, but shall remain
in full force and effect.

          Section 11. The intent of this Article VII is to provide for
indemnification and advancement of expenses to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware. To the extent that such
Section or any successor section may be amended or supplemented from time to
time, this Article VII shall be amended automatically and construed so as to
permit indemnification and advancement of expenses to the fullest extent from
time to time permitted by law.

                                  ARTICLE VIII
                               GENERAL PROVISIONS
                                    DIVIDENDS

          Section 1. Dividends upon the capital stock of the Corporation subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

          Section 2. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

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          Section 3. 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.

                                     CHECKS

          Section 4. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

                                   FISCAL YEAR

          Section 5. The fiscal year of the Corporation shall be fixed, and
shall be subject to change, by the board of directors.

                                      SEAL

          Section 6. 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 reproduced or otherwise.

                                   ARTICLE IX
                                   AMENDMENTS

          Section 1. These by-laws may be altered, amended or repealed or new
by-laws 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, at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

                                   ARTICLE X
                              CERTAIN TRANSACTIONS

          Section 1. No contract or transaction between the Corporation and one
or more of its directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
board or committee thereof which authorizes the contract or transaction or
solely because his, her or their votes are counted for such purpose if:

               a) The material facts as to his or her relationship or interest
               and as to the contract or transaction are disclosed or are known
               to the board of directors or the committee, and the board or
               committee in good faith authorizes the

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<PAGE>

               contract or transaction by the affirmative votes of a majority of
               the disinterested directors, even though the disinterested
               directors be less than a quorum; or

               b) The material facts as to his or her relationship or interest
               and as to the contract or transaction are disclosed or are known
               to the stockholders entitled to vote thereon, if any, and the
               contract or transaction is specifically approved in good faith by
               vote of the stockholders if applicable; or

               c) The contract or transaction is fair as to the Corporation as
               of the time it is authorized, approved or ratified by the board
               of directors, a committee thereof, or the stockholders, as
               applicable.

          Section 2. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or a
committee which authorizes the contract or transaction.

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