<Page>

                                                                   EXHIBIT 3(ii)

                           ULTIMATE ELECTRONICS, INC.

                           AMENDED AND RESTATED BYLAWS


                                    Article I

                                     OFFICES

     The registered office of ULTIMATE ELECTRONICS, INC. (the "Corporation") in
the State of Delaware shall be in the City of Wilmington, County of New Castle,
State of Delaware. The Corporation shall have offices at such other places as
the board of directors, in its discretion, may from time to time determine.


                                   Article II

                                  STOCKHOLDERS

Section 1. ANNUAL MEETINGS.

     The annual meeting of stockholders for the election of directors and for
the transaction of such other business as may properly come before the meeting
shall be on such date as the board of directors shall each year fix. Each such
annual meeting shall be held at such place, within or without the State of
Delaware, and at such hour as shall be determined by the board of directors. The
day, place and hour of each annual meeting shall be specified in the notice of
such annual meeting. Any annual meeting of stockholders may be adjourned from
time to time and place to place until its business is completed.

Section 2. BUSINESS CONDUCTED AT MEETINGS.

     At an annual meeting of stockholders, only such business shall be conducted
as shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the board of
directors, (b) otherwise properly brought before the meeting by or at the
direction of the board of directors, or (c) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than ninety days prior
to the anniversary date of the immediately preceding annual meeting. A
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting, (b) the name
and address, as they appear on the Corporation's books, of the stockholder
proposing such business, (c) the class and number of

                                       1
<Page>

shares of the Corporation which are beneficially owned by the stockholder, and
(d) any material interest of the stockholder in such business. Notwithstanding
anything in the bylaws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 2. The presiding officer at an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section 2,
and if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

Section 3. SPECIAL MEETINGS.

     Except as otherwise required by law or by the certificate of incorporation
and subject to the rights of the holders of any class or series of stock having
a preference over the common stock, special meetings of stockholders may be
called only by the chairman of the board, the chief executive officer, the
president or the board of directors pursuant to a resolution approved by a
majority of the entire board of directors. The term "entire board of directors,"
as used in these bylaws, means the total number of directors which the
Corporation would have if there were no vacancies.

Section 4. STOCKHOLDER ACTION: HOW TAKEN.

     Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of such
stockholders and may not be effected by any consent in writing by such
stockholders.

Section 5. NOTICE OF MEETING.

     Written notice stating the place, date and hour of the meeting and, in case
of a special meeting, 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, except as otherwise required by statute or the certificate of
incorporation, either personally or by mail, prepaid telegram, telex, facsimile
transmission, cablegram, or radiogram, to each stockholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be given when
deposited in the United States mail, postage prepaid, addressed to the
stockholder at his address as it appears on the stock records of the
Corporation. If given personally or otherwise than by mail, such notice shall be
deemed to be given when either handed to the stockholder or delivered to the
stockholder's address as it appears on the stock records of the Corporation.

Section 6. WAIVER.

     Attendance of a stockholder of the Corporation, either in person or by
proxy, at any meeting, whether annual or special, shall constitute a waiver
of notice of such meeting, except where a stockholder 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. A written waiver of notice of any such meeting signed by a
stockholder or stockholders entitled to such notice, whether before, at or
after the time for notice or the time of the meeting, shall be equivalent to
notice.

                                       2
<Page>

Neither the business to be transacted at, nor the purposes of, any meeting
need be specified in any written waiver of notice.

Section 7. VOTING LIST.

     The secretary shall prepare and make available, 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 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 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 be
produced and kept at the place of the meeting during the whole time thereof and
may be inspected by any stockholder who is present.

Section 8. QUORUM.

     Except as otherwise required by law, the certificate of incorporation or
these bylaws, the holders of not less than one-third of the shares entitled to
vote at any meeting of the stockholders, present in person or by proxy, shall
constitute a quorum, and the affirmative vote of the majority of the shares
present in person or represented by proxy and entitled to vote on the subject
matter shall be the act of the stockholders. If a quorum shall fail to attend
any meeting, the chairman of the meeting may adjourn the meeting from time to
time, without notice if the time and place are announced at the meeting, until a
quorum shall be present. At such adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at the original
meeting. 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.

     If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then, notwithstanding the prior paragraph and
except as otherwise required by law, those present at such adjourned meeting
shall constitute a quorum, and all matters shall be determined by a majority of
votes cast at such meeting.

Section 9. RECORD DATE.

     In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting, or at any adjournment of a meeting of
stockholders; 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 record date shall not precede the date upon which the resolution
fixing the record date is adopted by the board of directors. The record date for
determining the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournments thereof shall not be more than sixty nor less
than ten

                                       3
<Page>

days before the date of such meeting. The record date for any other action shall
not be more than sixty days prior to such action. If no record date is fixed,
(i) the record date for determining stockholders entitled to notice of or to
vote at any meeting shall be the close of business on the day next preceding the
day on which notice is given or, if notice is waived by all stockholders, at the
close of business on the day next preceding the day on which the meeting is
held; and (ii) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating to such other purpose. 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.

Section 10. PROCEDURE.

     The order of business and all other matters of procedure at every meeting
of the stockholders may be determined by the presiding officer.


                                   Article III

                                    DIRECTORS

Section 1. NUMBER.

     Except as otherwise fixed pursuant to the provisions of the certificate of
incorporation, including Article 5 (Article 4 of the Amended and Restated
Certificate of Incorporation) relating to the rights of the holders of any class
or series of stock having a preference over the common stock, the number of
directors shall be fixed from time to time exclusively by resolutions adopted by
the board of directors; provided, however, that the number of directors shall at
no time be less than three nor greater than eleven and further provided that no
decrease in the number of directors constituting the board of directors shall
shorten the term of any incumbent director.

Section 2. ELECTION AND TERMS.

     The directors shall be divided into three classes as determined by the
board of directors, designated as Class I, Class II and Class III. Each class
shall consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire board of directors. At the annual meeting of
stockholders to be held in 1994, Class I directors shall be elected for a
one-year term, Class II directors shall be elected for a two-year term and Class
III directors for a three-year term. At each succeeding annual meeting of
stockholders commencing in 1995, successors to the class of directors whose
terms expire at that annual meeting shall be elected for a three-year term. If
the number of directors has changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in each
class as nearly equal as possible, but in no case will a decrease in the number
of directors shorten the term of any incumbent director. A

                                       4
<Page>

director shall hold office until the annual meeting for the year in which his
term expires and until his successor shall be elected and qualified, subject,
however, to such director's prior death, resignation, retirement,
disqualification or removal from office.

     Subject to the rights of holders of any class or series of stock having a
preference over the common stock, nominations for the election of directors may
be made by the board of directors or a committee appointed by the board of
directors or by any stockholder entitled to vote in the election of directors
generally. However, any stockholder entitled to vote in the election of
directors generally may nominate one or more persons for election as directors
at a meeting only if written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the secretary of the Corporation no
later than (i) with respect to an election to be held at an annual meeting of
stockholders, ninety days prior to the anniversary date of the immediately
preceding annual meeting, and (ii) with respect to an election to be held at a
special meeting of stockholders for the election of directors, the close of
business on the tenth day following the date on which notice of such meeting is
first given to stockholders. Each such notice shall set forth: (a) the name and
address of the stockholder who intends to make the nomination and of the person
or persons to be nominated; (b) representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (e) the consent of each nominee to serve
as a director of the Corporation if so elected. The presiding officer of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

Section 3. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Except as otherwise fixed pursuant to the provisions of certificate of
incorporation, including Article 5 (Article 4 of the Amended and Restated
Certificate of Incorporation) relating to the rights of the holders of any class
or series of stock having a preference over the common stock, newly created
directorships resulting from any increase in the number of directors and any
vacancies on the board of directors resulting from death, resignation,
disqualification, removal or other cause shall be filled solely by the
affirmative vote of a majority of the remaining directors then in office or a
sole remaining director, even though less than a quorum of the board of
directors. Any director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of the new directorship which was
created or in which the vacancy occurred and until such director's successor
shall have been elected and qualified.

Section 4. REGULAR MEETINGS.

     The first meeting of each newly elected board of directors elected at the
annual meeting of stockholders shall be held immediately after and at the same
place as, the annual meeting

                                       5
<Page>

of the stockholders, provided a quorum is present, and no notice of such meeting
shall be necessary in order to legally constitute the meeting. Regular meetings
of the board of directors shall be held at such times and places as the board of
directors may from time to time determine.

Section 5. SPECIAL MEETINGS.

     Special meetings of the board of directors may be called at any time, at
any place and for any purpose by the chairman of the executive committee, the
chairman of the board, the chief executive officer, or by any officer of the
Corporation upon the request of a majority of the entire board of directors.

Section 6. NOTICE OF MEETINGS.

     Notice of regular meetings of the board of directors need not be given.

     Notice of every special meeting of the board of directors shall be given to
each director at his usual place of business or at such other address as shall
have been furnished by him for such purpose. Such notice shall be properly and
timely given if it is (a) deposited in the United States mail not later than the
third calendar day preceding the date of the meeting or (b) personally
delivered, telegraphed, sent by facsimile transmission or communicated by
telephone at least twenty-four hours before the time of the meeting. Such notice
need not include a statement of the business to be transacted at, or the purpose
of, any such meeting.

Section 7. WAIVER.

     Attendance of a director at a meeting of the board of directors shall
constitute a waiver of notice of such meeting, except where a director 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. A written waiver of notice signed by a director or directors entitled
to such notice, whether before, at, or after the time for notice or the time of
the meeting, shall be equivalent to the giving of such notice.

Section 8. QUORUM.

     Except as may be otherwise provided by law, in the certificate of
incorporation, or in these bylaws, the presence of a majority of the entire
board of directors shall be necessary and sufficient to constitute a quorum for
the transaction of business at any meeting of the board of directors, and the
act of a majority of the directors present at a meeting at which a quorum is
present shall be deemed the act of the board of directors. Less than a quorum
may adjourn any meeting of the board of directors from time to time without
notice.

Section 9. PARTICIPATION IN MEETINGS BY TELEPHONE.

     Members of the board of directors, or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications

                                       6
<Page>

equipment by means of which all persons participating in the meeting can hear
each other and such participation shall constitute presence in person at such
meeting.

Section 10. POWERS.

     The business, property and affairs of the Corporation shall be managed by
or under the direction of its board of directors, which shall have and may
exercise all the powers of the Corporation to do all such lawful acts and things
as are not by law, by the certificate of incorporation, or by these bylaws,
directed or required to be exercised or done by the stockholders.

Section 11. COMPENSATION OF DIRECTORS.

     Directors shall receive such compensation for their services as shall be
determined by a majority of the entire board of directors, provided that
directors who are serving the Corporation as officers or employees and who
receive compensation for their services as such officers or employees shall not
receive any salary or other compensation for their services as directors.

Section 12. ACTION WITHOUT A MEETING.

     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 any committee thereof may be taken without a meeting if written
consent thereto is signed by all members of the board of directors or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the board or committee. Any such consent may be in
counterparts and shall be effective on the date of the last signature thereon
unless otherwise provided therein.


                                   Article IV

                                   COMMITTEES

Section 1. DESIGNATION OF COMMITTEES.

     The board of directors may establish committees for the performance of
delegated or designated functions to the extent permitted by law, each committee
to consist of one or more directors of the Corporation. 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 or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of such absent or disqualified
member.

Section 2. COMMITTEE POWERS AND AUTHORITY.

     The board of directors may provide, by resolution or by amendment to these
bylaws, that a committee may exercise all the power 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

                                       7
<Page>

Corporation to be affixed to all papers which may require it; provided, however,
that a committee may not exercise the power or authority of the board of
directors in reference to amending the certificate of incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors,
pursuant to Article 5 of the certificate of incorporation (Article 4 of the
Amended and Restated Certificate of Incorporation), fix the designations and any
of the preferences or rights of shares of preferred stock relating to dividends,
redemption, dissolution, any distribution of property or assets of the
Corporation, or the conversion into, or the exchange of shares for, shares of
any other class or classes or any other series of the same or any other class or
classes of stock of the Corporation or fix the number of shares of any series of
stock or authorize the increase or decrease of the shares of any series),
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
these bylaws; and, unless the resolution expressly so provides, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

Section 3. COMMITTEE PROCEDURES.

     To the extent the board of directors or the committee does not establish
other procedures for the committee, each committee shall be governed by the
procedures established in Article III, Section 4 (except as they relate to an
annual meeting of the board of directors) and Article III, Sections 5, 6, 7, 9,
10, and 12 of these bylaws, as if the committee were the board of directors.


                                    Article V

                                    OFFICERS

Section 1. NUMBER.

     The officers of the Corporation shall be appointed or elected by the board
of directors. The officers shall be a chairman of the board, a chief executive
officer, a president and a chief operating officer, such number of executive
vice presidents as the board of directors may from time to time determine, such
number of vice presidents as the board of directors may from time to time
determine, a secretary and a treasurer. Any person may hold two or more offices
at the same time.

Section 2. ADDITIONAL OFFICERS.

     The board of directors may appoint such other officers as it shall deem
appropriate.


                                       8
<Page>

Section 3. TERM OF OFFICE, RESIGNATION.

     All officers, agents and employees of the Corporation shall hold their
respective offices or positions at the pleasure of the board of directors and
may be removed at any time by the board of directors with or without cause. Any
officer may resign at any time by giving written notice of his resignation to
the chief executive officer, the president or to the secretary, and acceptance
of such resignation shall not be necessary to make it effective unless the
notice so provides. Any vacancy occurring in any office shall be filled by the
board of directors.

Section 4. DUTIES.

     The officers of the Corporation shall perform the duties and exercise the
powers as may be assigned to them from time to time by the board of directors or
the president and chief executive officer. In the absence of such assignment,
the officers shall have the duties and powers described in Sections 5 through 10
of this Article V.

Section 5. CHAIRMAN OF THE BOARD.

     The chairman of the board may execute contracts, deeds and other
instruments on behalf of the Corporation. As chairman of the board, he shall
preside as chairman at all meetings of the stockholders and directors at which
he may be present and shall have such other duties, powers and authority as may
be prescribed elsewhere in these bylaws. The board of directors may delegate
such other authority and assign such additional duties to the chairman of the
board, other than those conferred by law exclusively upon the president, as it
may from time to time determine. In the event of the chief executive officer"s
or the president"s absence or inability to act, the Chairman of the Board may
temporarily act in his place. In the case of the death of the chief executive
officer or the president or in the case of either of their absences or inability
to act without having designated the chairman of the board to act temporarily in
his place, the chairman of the board shall perform the duties of the chief
executive officer or the president, as the case may be, unless the board of
directors, by resolution, provides otherwise. The chairman of the board shall
have full authority on behalf of the Corporation to attend any meeting, give any
waiver, cast any vote, grant any discretionary or directed proxy to any person,
and exercise any other rights of ownership with respect to any shares of capital
stock or other securities held by the Corporation and issued by any other
corporation or with respect to any partnership, trust or similar interest held
by the Corporation. Should a vote of the board of directors on any issue result
in a tie, the chairman of the board shall have full authority to cast the
deciding vote on the issue.

Section 6. CHIEF EXECUTIVE OFFICER.

     The chief executive officer shall, subject to the direction and control of
the board of directors, manage the business of the Corporation and shall have
such other duties, powers and authority as may be prescribed elsewhere in these
bylaws. The chief executive officer may execute contracts, deeds and other
instruments on behalf of the Corporation. At the request of the chairman of the
board, the chief executive officer may, in the case of the chairman's absence or
inability to act, temporarily act in his place. In the case of the death of the
chairman or in the case of his absence or inability to act without having
designated the chief executive officer to act temporarily in his

                                       9
<Page>

place, the chief executive officer shall perform the duties of the chairman,
unless the board of directors, by resolution, provides otherwise. The board of
directors may delegate such other authority and assign such additional duties to
the chief executive officer, other than those conferred by law exclusively upon
the president, as it may from time to time determine. The chief executive
officer shall have full authority on behalf of the Corporation to attend any
meeting, give any waiver, cast any vote, grant any discretionary or directed
proxy to any person, and exercise any other rights of ownership with respect to
any shares of capital stock or other securities held by the Corporation and
issued by any other corporation or with respect to any partnership, trust or
similar interest held by the Corporation.

Section 7. PRESIDENT AND CHIEF OPERATING OFFICER.

     The president and chief operating officer shall be the chief operating
officer of the Corporation and, subject to the direction and control of the
board of directors and the chairman of the board and chief executive officer,
shall manage the business of the Corporation. The president and chief operating
officer may execute contracts, deeds and other instruments on behalf of the
Corporation. In the absence of the chairman of the board and chief executive
officer or in the event of his disability, inability or refusal to act, the
president and chief operating officer shall perform the duties and exercise the
power of the chairman of the board and/or the chief executive officer, as the
case may be, unless the board of directors, by resolution, provides otherwise.
The president and chief operating officer shall have full authority on behalf of
the Corporation to attend any meeting, give any waiver, cast any vote, grant any
discretionary or directed proxy to any person, and exercise any other rights of
ownership with respect to any shares of capital stock or other securities held
by the Corporation and issued by any other corporation or with respect to any
partnership, trust or similar interest held by the Corporation.

Section 8. EXECUTIVE VICE PRESIDENT.

     Each executive vice president, if any, shall perform such functions as may
be prescribed by the board of directors, the chairman of the board and chief
executive officer or the president and chief operating officer. Each executive
vice president may execute contracts, deeds and other instruments on behalf of
the Corporation. Each executive vice president shall have full authority on
behalf of the Corporation to attend any meeting, give any waiver, cast any vote,
grant any discretionary or directed proxy to any person, and exercise any other
rights of ownership with respect to any shares of capital stock or other
securities held by the Corporation and issued by any other corporation or with
respect to any partnership, trust or similar interest held by the Corporation.
Upon the death, disability or absence of the chief operating officer, the
executive vice president (or if more than one holds office, the executive vice
president among those present who has held such office for the longest
continuous period, unless another method of selection has been established by
resolution of the board of directors) shall perform the duties and exercise the
powers of the president and chief executive officer. Each executive vice
president shall perform such other duties as the board, the chairman of the
board and chief executive officer or the president and chief operating officer
may from time to time prescribe or delegate to him.


                                       10
<Page>

Section 9. VICE PRESIDENT.

     Each vice president, if any, shall perform such functions as may be
prescribed by the board of directors, the chairman of the board and the chief
executive officer, the president and chief operating officer, or any executive
vice president. Each vice president may execute contracts, deeds and other
instruments on behalf of the Corporation. The vice president shall have full
authority on behalf of the Corporation to attend any meeting, give any waiver,
cast any vote, grant any discretionary or directed proxy to any person, and
exercise any other rights of ownership with respect to any shares of capital
stock or other securities held by the Corporation and issued by any other
corporation or with respect to any partnership, trust or similar interest held
by the Corporation. Upon the death, disability or absence of the executive vice
president, the vice president (or if more than one holds office, the vice
president among those present who has held such office for the longest
continuous period, unless another method of selection has been established by
resolution of the board of directors) shall perform the duties and exercise the
powers of the executive vice president. Each vice president shall perform such
other duties as the board, the chairman of the board and chief executive
officer, the president and chief operating officer, or any executive vice
president may from time to time prescribe or delegate to him.

Section 10. SECRETARY.

     The secretary shall give, or cause to be given, notice of all meetings of
the stockholders and, upon the request of a person entitled to call a special
meeting of the board of directors, he shall give notice of any such special
meeting. He shall keep the minutes of all meetings of the stockholders, the
board of directors, or any committee established by the board of directors. The
secretary shall be responsible for the maintenance of all records of the
Corporation and may attest documents on behalf of the Corporation. The secretary
shall perform such other duties as the board, the chairman of the board and
chief executive officer, the president and chief operating officer or any vice
president may from time to time prescribe or delegate to him.

Section 11. TREASURER.

     The treasurer shall be responsible for the control of the funds of the
Corporation and the custody of all securities owned by the Corporation. The
treasurer shall perform such other duties as the board, the chairman of the
board and chief executive officer, the president and chief operating officer or
any vice president may from time to time prescribe or delegate to him.

Section 12. COMPENSATION.

     Officers shall receive such compensation, if any, for their services as may
be authorized or ratified by the board of directors. Election or appointment as
an officer shall not of itself create a right to compensation for services
performed as such officer.


                                       11
<Page>

                                   Article VI

              INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

Section 1. DIRECTORS AND OFFICERS.

     Subject to the other sections of this Article VI, the Corporation shall
indemnify, to the fullest extent permitted by, and in the manner permissible
under, the laws of the State of Delaware in effect on the date hereof and as
amended from time to time, any person who was or is threatened to be made, a
party to any threatened, pending or completed action, suit, or proceeding,
whether criminal, civil, administrative, or investigative, by reason of the fact
that he, is or was a director or officer 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, association, or
other enterprise, against expenses (including attorneys' fees), judgments,
fines, ERISA excise taxes or penalties, and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding, including any action, suit or proceeding by or in the right of the
Corporation (a "Proceeding"). The Corporation shall advance all reasonable
expenses incurred by or on behalf of any such person in connection with any
Proceeding within ten days after the receipt by the Corporation of a statement
or statements from such person requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the expenses incurred by such
person and, if such person is an officer or director of the Corporation, shall
include or be preceded or accompanied by an undertaking by or on behalf of such
person to repay any expenses advanced if it shall ultimately be determined that
such person is not entitled to be indemnified against such expenses. Costs,
charges or expenses of investigating or defending Proceedings for which
indemnity shall be sought hereunder may be incurred without the Corporation's
consent; provided that no settlement of any such Proceeding may be made without
the Corporation's consent, which consent shall not be unreasonably withheld.

Section 2. DETERMINATION OF RIGHT TO INDEMNIFICATION.

     (a)  Any indemnification requested by any person under Section 1 of this
Article VI shall be made no later than forty-five (45) days after receipt of the
written request of such person, unless a determination is made within said
forty-five (45) day period (i) by a majority vote of directors who are not
parties to such Proceedings, or (ii) in the event a quorum of non-involved
directors is not obtainable, at the election of the Corporation, by independent
legal counsel in a written opinion, that such person is not entitled to
indemnification hereunder.

     (b)  Notwithstanding a determination under Section 2(a) above that any
person is not entitled to indemnification with respect to a Proceeding, such
person shall have the right to apply to any court of competent jurisdiction for
the purpose of enforcing such person's right to indemnification pursuant to
these bylaws. Neither the failure of the Corporation (including its board of
directors or independent legal counsel) to have made a determination prior to
the commencement of such action that such person is entitled to indemnification
hereunder, nor an actual determination by the Corporation (including its board
of directors or independent legal counsel) that such person is not entitled to
indemnification hereunder, shall be a defense to the action or create any
presumption that such person is not entitled to indemnification hereunder.

                                       12
<Page>

     (c)  The Corporation shall indemnify any person against all expenses
incurred in connection with any hearing or Proceeding under this Section 2 if
such person prevails on the merits or otherwise in such Proceeding.

Section 3. SUBROGATION.

     In the event of payment under these bylaws, the indemnifying party or
parties shall be subrogated to the extent of such payment to all of the rights
of recovery of the indemnified person therefor, and such indemnified person
shall execute all papers required and shall do everything that may be necessary
to secure such rights, including the execution of such documents necessary to
enable the indemnifying party or parties to effectively bring suit to enforce
such rights.

Section 4. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

     (a)  In making a determination with respect to entitlement to
indemnification hereunder, the person or persons or entity making such
determination shall presume that such person is entitled to indemnification
under this Article, and the Corporation shall have the burden of proof to
overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption.

     (b)  The termination of any Proceeding or of any claim, issue or matter
therein, by judgment, order, settlement or conviction, or upon a plea of NOLO
CONTENDERE or its equivalent, shall not (except as otherwise expressly provided
in these bylaws) of itself adversely affect the right of any person to
indemnification or create a presumption that such person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation or, with respect to any criminal
Proceeding, that such person had reasonable cause to believe that his conduct
was unlawful.

Section 5. EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES.

     Notwithstanding any other provision of these bylaws, no person shall be
entitled to indemnification or advancement of expenses under these bylaws with
respect to any Proceeding brought by such person, unless the bringing of such
Proceeding or making of such claim shall have been approved by the board of
directors.

Section 6. CONTRACT.

     The foregoing provisions of this Article VI shall be deemed to be a
contract between the Corporation and each director and officer who serves in
such capacity at any time while this bylaw is in effect, and any repeal or
modification thereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any
Proceeding theretofore or thereafter brought based in whole or in part upon any
such state of facts.

                                       13
<Page>

     The foregoing rights of indemnification shall not be deemed exclusive of
any other rights to which any director or officer may be entitled apart from the
provisions of this Article VI.

Section 7. SURVIVING CORPORATION.

     The board of directors may provide by resolution that references to "the
Corporation" in this Article VI shall include, in addition to this Corporation,
all constituent corporations absorbed in a merger with this Corporation so that
any person who was a director or officer of such a constituent corporation or is
or was serving at the request of such constituent corporation as a director,
employee, or agent of another corporation, partnership, joint venture, trust,
association, or other entity shall stand in the same position under the
provisions of this Article VI with respect to this Corporation as he would if he
had served this Corporation in the same capacity or is or was so serving such
other entity at the request of this Corporation, as the case may be.

Section 8. INUREMENT.

     The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VI 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.

Section 9. EMPLOYEES AND AGENTS.

     To the same extent as it may do for a director or officer, the Corporation
may indemnify and advance expenses to a person who is not and was not a director
or officer of the Corporation but who is or was an employee or agent of the
Corporation.


                                   Article VII

                                  CAPITAL STOCK

Section 1. CERTIFICATES.

     Each stockholder of the Corporation shall be entitled to a certificate or
certificates signed by or in the name of the Corporation by the chairman of the
board and chief executive officer, the president or a vice president, and by the
treasurer, an assistant treasurer, the secretary or an assistant secretary,
certifying the number of shares of stock of the Corporation owned by such
stockholder. Any or all the signatures on the certificate may be a facsimile.

Section 2. FACSIMILE SIGNATURES.

     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, she or it was
such officer, transfer agent or registrar at the date of issue.

                                       14
<Page>

Section 3. REGISTERED STOCKHOLDERS.

     The Corporation shall be entitled to treat the holder of record of any
share or shares of stock of the Corporation as the holder in fact thereof and,
accordingly, 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 has actual or other notice thereof, except as provided by law.

Section 4. CANCELLATION OF CERTIFICATES.

     All certificates surrendered to the Corporation shall be canceled and,
except in the case of lost, stolen or destroyed certificates, no new
certificates shall be issued until the former certificate or certificates for
the same number of shares of the same class of stock have been surrendered and
canceled.

Section 5. LOST, STOLEN OR DESTROYED CERTIFICATES.

     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 or certificates
to be lost, stolen or destroyed. In its discretion, and as a condition precedent
to the issuance of any such new certificate or certificates, the board of
directors may require that the owner of such lost, stolen or destroyed
certificate or certificates, or such person's legal representative, give the
Corporation and its transfer agent or agents, registrar or registrars a bond in
such form and amount as the board of directors may direct as indemnity against
any claim that may be made against the Corporation and its transfer agent or
agents, registrar or registrars on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.

Section 6. TRANSFER OF SHARES.

     Shares of stock shall be transferable on the books of the Corporation by
the holder thereof, in person or by duly authorized attorney, upon the surrender
of the certificate or certificates representing the shares to be transferred,
properly endorsed, with such proof or guarantee of the authenticity of the
signature as the Corporation or its agents may reasonably require.

Section 7. TRANSFER AGENTS AND REGISTRARS.

     The Corporation may have one or more transfer agents and one or more
registrars of its stock, whose respective duties the board of directors may,
from time to time, define. No certificate of stock shall be valid until
countersigned by a transfer agent, if the Corporation shall have a transfer
agent, or until registered by the registrar, if the Corporation shall have a
registrar. The duties of transfer agent and registrar may be combined.


                                       15
<Page>

                                  Article VIII

                                      SEAL

     The board of directors may adopt and provide a seal which shall be circular
in form and shall bear the name of the Corporation and the words "Seal" and
"Delaware," and which, when adopted shall constitute the corporate seal of the
Corporation.


                                   Article IX

                                   FISCAL YEAR

     The fiscal year for the Corporation shall close on the 31st of January of
each year.


                                    Article X

                                   AMENDMENTS

     Subject to the provisions of the certificate of incorporation, these bylaws
may be altered, amended or repealed at any regular meeting of the stockholders
(or at any special meeting thereof duly called for that purpose) by a majority
vote of the shares represented and entitled to vote at such meeting; provided
that in the notice of such special meeting, notice of such purpose shall be
given. Subject to the laws of the State of Delaware, the certificate of
incorporation and these bylaws, the board of directors may, by majority vote of
those present at any meeting at which a quorum is present, amend these bylaws,
or enact such other bylaws as in their judgment may be advisable for the
regulation of the conduct of the affairs of the Corporation.



                                       16