FOURTH AMENDED AND RESTATED
                                     BYLAWS
                                       of
                             NEWSTATE HOLDINGS, INC.
                            (A Delaware Corporation)


                  Section  1.01  REGISTERED  OFFICE  AND AGENT.  The  registered
office and agent of the  Corporation  in Delaware  shall be as designated by the
Board of Directors from time to time.

                  Section 1.02 OTHER OFFICES.  The Corporation may establish and
maintain  such other  offices at such other  places of business  both within and
without the State of Delaware  as the Board of  Directors  may from time to time
determine.


                                   ARTICLE TWO
                                  SHAREHOLDERS

                  Section 2.01 ANNUAL MEETING. The annual shareholders'  meeting
for electing directors and transacting other business shall be held at such time
and place  within or without the State of Delaware as may be  designated  by the
Board of Directors  in a resolution  and set forth in the notice of the meeting.
Failure to hold any annual  shareholders'  meeting at the designated  time shall
not work a forfeiture or dissolution of the Corporation.

                  Section  2.02  SPECIAL  MEETINGS.   Special  meetings  of  the
shareholders may be called by the Board of Directors, and shall be called by the
President or Secretary at the request in writing of shareholders owning not less
than one-tenth of all the shares entitled to vote at the proposed meeting.  Such
request shall state the purpose or purposes of the proposed  meetings.  Business
transacted  at any  special  meeting  of  shareholders  shall be  limited to the
purposes stated in the notice thereof.

                  Section  2.03 PLACE OF  MEETING.  All  shareholders'  meetings
shall be held at such place, within or without the State of Delaware as shall be
fixed from time to time by resolution of the Board of Directors.

                  Section 2.04 NOTICE OF MEETINGS.  Written  notice  stating the
place,  day and  hour of the  meeting,  and in case of a  special  meeting,  the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten days or more than sixty  days  before  the date of the  meeting  either
personally or by mail, by or at the direction of the President, the Secretary or
the officer person calling the meeting , to each  shareholder of record entitled
to  vote  at such  meeting,  except  that  if the  authorized  shares  are to be
increased,  at least thirty days notice shall be given. A notice shall be deemed
delivered:

                  (i)      if mailed to a United States address three days after
                           being  deposited  in the  United  States  mail,  with
                           postage prepaid,  addressed to the shareholder at the
                           address as it appears on the Corporation's  record of
                           shareholders.

                  (ii)     if mailed to an address  outside  the United  States,
                           seven days after being deposited in the United States
                           mail with airmail postage  prepaid,  addressed to the
                           shareholder  at  the  address  as it  appears  on the
                           Corporation's record of shareholders.

                  Section 2.05 WAIVER OF NOTICE. Whenever any notice is required
to be given to any  shareholder of the  Corporation  under the provisions of any
statute or under the  provisions of the  Certificate of  Incorporation  or these
Bylaws,  a waiver thereof in writing signed by the person or persons entitled to
such  notice or the  holder  of a proxy  from such  person or  persons,  whether
before,  at or after the time stated therein,  shall be equivalent to the giving
of such notice.  Attendance of a shareholder at a meeting of shareholders  shall
constitute  a waiver of notice of such  meeting,  except  when such  shareholder
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.

                  Section 2.06 ORGANIZATION.  Meetings of the shareholders shall
be  presided  over by the  Chairman of the Board of  Directors,  or if he is not
present or one has not been elected, by a Chairman PRO TEMPORE to be chosen by a
majority  of the  shareholders  entitled to vote who are present in person or by
proxy at the meeting.  The Secretary of the Corporation,  or in his absence,  an
Assistant  Secretary,  shall act as secretary of the meeting,  or if neither the
Secretary nor any Assistant  Secretary is present, a secretary PRO TEMPORE shall
be chosen by a majority of the shareholders  entitled to vote who are present in
person or by proxy at the meeting.

                  Section 2.07 VOTING. Except as otherwise specifically provided
by the  Certificate  of  Incorporation  or by these  Bylaws or by  statute,  all
matters  coming  before  any  meeting  of  shareholders  shall be decided by the
affirmative  vote of a majority of the issued and  outstanding  shares of Common
Stock.  The vote upon any question shall be by ballot whenever  requested by any
person  entitled  to vote,  but,  unless  such a request is made,  voting may be
conducted in anyway approved at the meeting.

                  Section 2.08  SHAREHOLDERS  ENTITLED TO VOTE. Each shareholder
of the Corporation entitled to vote on a matter has the right to vote, in person
or by proxy, each share of Common Stock standing in his name on the books of the
Corporation  on the record date fixed or  determined  pursuant  to Section  6.08
hereof.

                  Section 2.09  PROXIES.  The right to vote by proxy shall exist
only if the instrument authorizing such proxy to act shall have been executed in
writing by the shareholder himself or by his attorney-in-fact duly authorized in
writing.  No proxy  shall  be valid  after  eleven  months  from the date of its
execution, unless otherwise provided in the proxy.

                  Section  2.10  QUORUM.   The  presence  at  any  shareholders'
meeting,  in person or by proxy,  of the record  holders  of a  majority  of the
issued and outstanding shares of Common Stock entitled to vote (and not required
to abstain from  voting) at the meeting  shall be necessary  and  sufficient  to
constitute a quorum for the transaction of business.

                  Section 2.11 ABSENCE OF QUORUM.  In the absence of a quorum at
any shareholders'  meeting, a majority of the total number of shares entitled to
vote at the meeting and present thereat,  in person or by proxy, may adjourn the
meeting  for a period  not to  exceed  sixty  days at any one  adjournment.  Any
business that might have been transacted at the meeting originally called may be
transacted at any such adjourned meetings at which a quorum is present.

                  Section 2.12 VOTING RECORD. The officer or agent having charge
of the stock transfer books for shares of the  Corporation  shall make, at least
ten  days  before  each  meeting  of  shareholders,  a  complete  record  of the
shareholders  entitled  to vote  at such  meeting  or any  adjournment  thereof,
arranged  in  alphabetical  order,  with the address of and the number of shares
held by each, which record, for a period of ten days before such meeting,  shall
be kept on file at the principal  office of the  Corporation,  whether within or
without  the  State of  Delaware,  and shall be  subject  to  inspection  by any
shareholder  for any purpose  germane to the  meeting at any time  during  usual
business hours. Such record shall also be produced and kept open at the time and
place of the meeting and shall be subject to the  inspection of any  shareholder
for any  purpose  germane to the  meeting  during the time of the  meeting.  The
original  stock  transfer  books shall be prima facie evidence as to who are the
shareholders entitled to examine such record or transfer books or to vote at any
meeting of shareholders. Failure to comply with the requirements of this Section
2.12 shall not  affect  the  validity  of any  action  taken at such  meeting of
shareholders.

                  Section  2.13 ACTION BY  SHAREHOLDERS  WITHOUT A MEETING.  Any
action required to be taken at a meeting of the  shareholders of the Corporation
or any action which may be taken at such a meeting, may be taken without meeting
if a consent in writing,  setting forth the action so taken, shall be signed and
dated by the shareholders  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 and  delivered to the
Corporation within sixty days from the date the first such consent is delivered.

                  Section 2.14 MEETING BY CONFERENCE TELEPHONE.  Any shareholder
may participate in a meeting of the  shareholders of the Corporation by means of
a conference telephone or similar communications equipment by means of which all
persons participating in such meeting can hear each other and such participation
shall constitute the presence of such person at such meeting.


                                  ARTICLE THREE
                               BOARD OF DIRECTORS

                  Section  3.01  NUMBER AND TERM OF  OFFICE.  Subject to Section
3.02 and 3.03, the Board of Directors of the Corporation  shall consist of up to
six  directors.  Each director  (whenever  elected)  shall hold office until his
successor  shall have been elected and  qualified  unless he shall resign or his
office shall become vacant by his death or removal.  Directors  shall be natural
persons of the age of eighteen years or older,  but need not be residents of the
State of Delaware or shareholders of the Corporation.

                  Section  3.02  ELECTION  OF  DIRECTORS.  Except  as  otherwise
provided in Section 3.03 and 3.04 hereof and except as otherwise provided in the
Second Amended and Restated Certificate of Incorporation, the directors shall be
elected  annually  at the  annual  shareholders'  meeting  for the  election  of
directors by such  shareholders as have the right to vote on such election.  The
Chairman  of the Board of  Directors  must be  approved  by vote of the Board of
Directors before his  appointment.  If the Chairman of the Board of Directors is
absent from a meeting of  directors or is unwilling to act, the Chairman at that
meeting must be one of the  directors  elected by a majority of those  directors
present at the meeting.  The  President of the  Corporation  must be approved by
vote of the Board of Directors before his appointment.

                  Section  3.03  REMOVAL  OF  DIRECTORS.  At  a  meeting  called
expressly  for  that  purpose,  any one or more or all of the  directors  may be
removed,  with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.

                  Section 3.04 RESIGNATIONS. Any director may resign at any time
by mailing or delivering or by transmitting  by telecopy  machine written notice
of  his  resignation  to the  Board  of  Directors  of  the  Corporation  at the
Corporation's  principal  office  or to  the  President,  the  Secretary  or any
Assistant  Secretary of the Corporation.  Any such resignation shall take effect
at the time  specified  therein or if no time be specified,  then at the time of
receipt thereof.

                  Section 3.05 VACANCIES.  Any vacancy occurring in the Board of
Directors  may be filled by  affirmative  vote of a  majority  of the  remaining
directors  though  less  than a quorum  of the Board of  Directors.  A  director
elected  to fill a  vacancy  shall  be  elected  for the  unexpired  term of his
predecessor  in office  and until his  successor  shall  have been  elected  and
qualified.  Any directorship to be filled by reason of an increase in the number
of  directors  shall be  filled by the  affirmative  vote of a  majority  of the
directors  then in office or by an election at an annual meeting or at a special
meeting of  shareholders  called for that purpose.  A director  chosen to fill a
position  resulting from an increase in the number of directors  shall hold such
position until the next annual meeting of  shareholders  and until his successor
shall have been elected and qualified.

                  Section 3.06 GENERAL  POWERS.  The business of the Corporation
shall be managed by the 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 Second Amended and Restated  Certificate of Incorporation  directed or
required to be exercised or done by the shareholders.

                  Section 3.07 ANNUAL MEETINGS.  The annual meeting of the Board
of Directors for electing  officers and transacting other business shall be held
immediately after the annual shareholders' meeting at the place of such meeting.
Failure to hold any annual meeting of the Board of Directors of the  Corporation
at the  designated  time  shall  not work a  forfeiture  or  dissolution  of the
Corporation.

                  Section 3.08  REGULAR  MEETINGS.  The Board of Directors  from
time to time may provide by resolution  for the holding of regular  meetings and
fix the time and place of such meetings.  Regular meetings may be held within or
without the State of Delaware.

                  Section 3.09 SPECIAL  MEETINGS.  Special meetings of the Board
of Directors may be called by the Chairman of the Board of Directors,  if one be
elected,  on seven days notice to each  Director  specifying  the time and place
(within or without the State of Delaware) of the meeting, and shall be called by
the  President  or  Secretary  in like  manner and on like notice on the written
request of a majority of the directors.

                  Section 3.10 NOTICE.  Notices in respect of meetings  referred
to under Sections 3.07,  3.08, and 3.09 must stipulate the agenda of business to
be transacted  at the meeting.  Where the failure to include an item of business
in the agenda  does not  preclude  such item being  dealt with at the meeting as
general  business  provided  the  consent of at least  one-half of the number of
directors is obtained. All notices to a director required by Sections 3.07, 3.08
or 3.09  hereof  shall be given to him at least seven (7) days prior to the date
of such meeting and shall be addressed to him at his residence or usual place of
business and may be given by mail, telegram, telecopy, facsimile, or by personal
delivery.  No notice need be given of any adjourned  meeting.  A notice shall be
deemed delivered:

                  (i)      if  mailed to a United  States  address,  three  days
                           after being deposited in the United States mail, with
                           postage prepaid,  addressed to the director as stated
                           above;

                  (ii)     if mailed to an address  outside  the United  States,
                           seven days after being deposited in the United States
                           mail, with airmail  postage prepaid  addressed to the
                           director as stated above.

                  Section 3.11 WAIVER OF NOTICE. Whenever any notice is required
to be given to any  director  of the  Corporation  under the  provisions  of any
statute or under the provisions of the Second  Amended and Restated  Certificate
of Incorporation or these Third Amended and Restated Bylaws, a waiver thereof-in
writing signed by the person or persons entitled to such notice, whether before,
at or after the time stated  therein,  shall be equivalent to the giving of such
notice.  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
such 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.

                  Section  3.12  QUORUM.   At  all  meetings  of  the  Board  of
Directors,  four members of the Board of Directors shall constitute a quorum for
the transaction of business.  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. In the absence of a quorum, the directors present thereat may adjourn
the meeting  from time to time until a quorum be present  and written  notice of
such adjournment must be given to all directors.

                  Section 3.13 ACTION BY DIRECTORS WITHOUT A MEETING. Any action
required to be taken at a meeting of the  directors  of the  Corporation  or any
action which may be taken at such a meeting, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors. Such consent shall have the same force and effect as an unanimous
vote of the Board of Directors of the Corporation. A consent shall be sufficient
for this Section 3.13 if it is executed in  counterparts,  in which event all of
such  counterparts,  when  taken  together,  shall  constitute  one and the same
consent.

                  Section 3.14 MEETING BY CONFERENCE TELEPHONE. Any director may
participate  in a meeting  of the Board of  Directors  by means of a  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating in such meeting can hear each other, and such participation  shall
constitute the presence of such person at such meeting.

                  Section  3.15  COMPENSATION.  By  resolution  of the  Board of
Directors,  any  director  may be paid  any one or  more of the  following:  his
expenses,  if any, of  attendance  at meetings;  a fixed sum for  attendance  at
meetings;  or stated salary as a director.  Nothing  herein  contained  shall be
construed to preclude any director from serving the  Corporation in any capacity
as  an  officer,  employee,  agent  or  otherwise,  and  receiving  compensation
therefor.

                  Section 3.16 RELIANCE ON ACCOUNTS AND REPORTS, ETC. A director
in the  performance  of his duties  shall be fully  protected in relying in good
faith upon the books of account or reports made to the Corporation by any of its
officers, or by an independent  certified public accountant,  or by an appraiser
selected  with  reasonable  care by the Board of Directors or in relying in good
faith upon other records of the Corporation.

                  Section  3.17   PRESUMPTION  OF  ASSENT.  A  director  of  the
Corporation  who is  present  at a meeting  of the Board of  Directors  at which
action on any  corporate  matter is taken shall be presumed to have  assented to
the action  taken  unless  his  dissent  shall be entered in the  minutes of the
meeting or unless he shall file his  written  dissent  to such  action  with the
person acting as the Secretary of the meeting before the adjournment thereof, or
shall forward such dissent by  registered or certified  mail to the Secretary of
the  Corporation  within a reasonable time after the adjournment of the meeting.
Such right to dissent  shall not apply to a director  who voted in favor of such
action.


                                  ARTICLE FOUR
                                   COMMITTEES

                  Section 4.01 HOW  CONSTITUTED.  By unanimous vote of the Board
of  Directors,  the Board may  designate  one or more  committees.  The Board of
Directors may designate one or more  directors as alternate  members of any such
committee,  who may replace any absent or disqualified  member at any meeting of
such committee. Any such committee, to the extent provided in the resolution and
except as may otherwise be provided by statute,  shall have and may exercise the
powers 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,  provided,  however,  that no such committee
shall have the  authority of the Board of Directors in reference to amending the
Second  Amended and Restated  Certificate of  Incorporation,  adopting a plan of
merger or  consolidation,  recommending  to the  shareholders  the sale,  lease,
exchange or other  disposition of all or  substantially  all of the property and
assets of the  Corporation  otherwise  than in the usual course of its business,
recommending to the shareholders a voluntary dissolution of the Corporation or a
revocation  thereof,  or amending the Third  Amended and Restated  Bylaws of the
Corporation.  The  designation of such  committee and the delegation  thereto of
authority  shall not  operate to relieve the Board of  Directors,  or any member
thereof, of any responsibility  imposed upon it or him by law. In the absence or
disqualification of any member of any such committee, the Board of Directors 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.

                  Section 4.02 PROCEEDINGS,  QUORUM AND MANNER OF ACTING. Except
as otherwise prescribed by the Board of Directors, each committee may adopt such
rules and regulations governing its proceedings,  quorum and manner of acting as
it shall deem proper and  desirable,  provided that the quorum shall not be less
than a majority of the committee members.


                                  ARTICLE FIVE
                               OFFICERS AND AGENTS

                  Section  5.01  OFFICERS.  The  officers  shall  consist  of  a
Chairman  of the Board,  a  President,  and a  Secretary,  each of whom shall be
elected by the Board of Directors.  The Board of Directors may elect and appoint
such other officers,  assistant  officers and agents as may be deemed  necessary
and may  delegate to one or more  officers  or agents the power to appoint  such
other officers,  assistant officers and agents and to prescribe their respective
rights, terms of office,  authorities and duties. Any two or more offices of the
Corporation may be held by the same person,  except the offices of President and
Secretary.  An  officer  of  the  Corporation  need  not  be a  director  of the
Corporation  nor  resident  of  the  State  of  Delaware.  The  officers  of the
Corporation shall be natural persons of the age of eighteen years or older.

                  Section  5.02 TERM OF OFFICE.  Except as  provided in Sections
5.03,  5.04, and 5.05 hereof,  each officer  appointed by the Board of Directors
shall hold office until his successor shall have been appointed and qualified.

                  Section  5.03  RESIGNATION.   Any  officer  or  agent  of  the
Corporation  may resign at any time by mailing or delivering or  transmitting by
telecopy  written  notice of his  resignation  to the Board of  Directors of the
Corporation  at the  Corporation's  principal  office or to the  President,  the
Secretary or any Assistant  Secretary of the  Corporation.  Any such resignation
shall take effect at the time specified therein or if no time be specified, then
at the time of receipt thereof.

                  Section 5.04  REMOVAL.  Any officer or agent may be removed by
the Board of Directors,  either with or without cause, whenever in its judgment,
the best interests of the Corporation  will be served thereby,  but such removal
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.  Election  or  appointment  of an officer or agent  shall not of itself
create contract rights.  In addition,  any other officer,  assistant  officer or
agent  appointed in accordance  with the  delegation  provisions of Section 5.01
hereof may be removed,  either  with or without  cause,  by any such  officer or
agent upon who such power of delegation  shall have been  conferred by the Board
of Directors.

                  Section  5.05  VACANCIES  AND NEWLY  CREATED  OFFICES.  If any
vacancy  shall  occur in any  office by reason of death,  resignation,  removal,
disqualification  or other cause,  or if any new office  shall be created,  such
vacancies  or newly  created  offices may be filled by the Board of Directors at
any  regular or special  meeting or may be filled by an officer or agent to whom
the power is delegated in accordance  with the delegation  provisions of Section
5.01 hereof.

                  Section 5.06 CHAIRMAN OF THE BOARD OF DIRECTORS.  The Chairman
of the Board of  Directors  shall,  when  present,  preside at all  meetings  of
shareholders  and of the Board of  Directors.  In general,  he shall perform all
duties  incident to the office of Chairman  of the Board of  Directors  and such
other  duties  as from  time to time  may be  assigned  to him by the  Board  of
Directors, or as prescribed herein.

                  Section  5.07  PRESIDENT.  The  President  shall be the  chief
executive  officer and chief  operating  officer of the  Corporation  unless the
Board of Directors  designates  one or more other officers to fill such offices.
As chief  executive  officer of the  Corporation,  he shall have general charge,
supervision  and  authority  over the  property,  affairs  and  business  of the
Corporation,  and over its several offices,  subject, however, to the control of
the Board of Directors.  As chief operating  officer,  he shall have general and
active management of the day-to-day  business of the Corporation.  He shall have
authority to cause the employment or appointment of such employees and agents of
the Corporation (other than officers or agents elected or appointed by the Board
of Directors) as the conduct of the business of the Corporation may require, and
to fix their  compensation  and to remove or suspend  any  employee or agent who
shall not have been  appointed by the Board of Directors.  He shall see that all
orders and  resolutions of the Board of Directors are carried into effect and in
general  shall perform all duties as may from time to time be assigned to him by
the Board of Directors.

                  Section 5.08 VICE  PRESIDENTS.  The Vice  Presidents,  if any,
shall  perform  such duties and possess  such powers as from time to time may be
assigned to them by the Board of Directors or the  President.  In the absence of
the  President  or in the event of his  inability  or refusal  to act,  the Vice
President  (or in the  event  there be more  than one Vice  President,  the Vice
Presidents in the order designated by the Board of Directors,  or in the absence
of any  designation,  then in the order of their election or appointment)  shall
perform the duties of the President  and when so  performing  shall have all the
powers of and be subject to all the restrictions upon the President.

                  Section  5.09   SECRETARY  AND  ASSISTANT   SECRETARIES.   The
Secretary  shall  attend  to  the  giving  and  serving  of all  notices  of the
Corporation  and  shall  record  all  the  proceedings  of all  meetings  of the
shareholders  and of the  Board  of  Directors  in a book  to be kept  for  that
purpose.  He shall keep in safe custody the seal of the  Corporation,  and shall
have charge of the  records of the  Corporation,  including  the stock books and
such other books and papers as the Board of Directors may direct and such books,
reports,  certificates  and other  documents  required by law to be kept, all of
which shall at all  reasonable  times be open to inspection by any director.  He
shall sign  (unless an  Assistant  Secretary  shall  have  signed)  certificates
representing  stock of the  Corporation  authorized for issuance by the Board of
Directors.  He shall perform such other duties as appertain to this office or as
may be required by the Board of Directors.  Any Assistant  Secretary may perform
such duties of the  Secretary as the  Secretary  or the Board of  Directors  may
properly assign,  and, in the absence of the Secretary,  any Assistant Secretary
may perform all the duties of the Secretary.

                  Section 5.10 REMUNERATION.  The salaries or other compensation
of the  officers  of the  Corporation  shall  be  determined  by  the  Board  of
Directors,  except that the Board of Directors may by resolution delegate to any
officer or agent the power to fix  salaries or other  compensation  of any other
officer,  assistant officer or agent appointed in accordance with the delegation
provisions of Section 5.01 hereof.

                  Section 5.11 SURETY BONDS.  The Board of Directors may require
any officer or agent of the  Corporation to execute a bond to the Corporation in
such sum and with  such  surety  or  sureties  as the  Board  of  Directors  may
determine,  conditioned  upon the  faithful  performance  of his  duties  to the
Corporation,  including  responsibility for negligence and for the accounting of
any of the  Corporation's  property,  funds or securities that may come into his
hands.


                                   ARTICLE SIX
                                  CAPITAL STOCK

                  Section  6.01  SIGNATURES.  The  shares  of the  Corporation's
capital stock shall be represented by certificates  signed by the President or a
Vice  President and the Secretary or an Assistant  Secretary of the  Corporation
and shall be sealed with the seal of the  Corporation,  or a facsimile  thereof.
The signatures of the President or a  Vice-President  and of the Secretary or an
Assistant  Secretary upon  certificates  may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar,  other than the
Corporation  itself or an employee of the  Corporation.  In case any officer who
has signed or whose facsimile  signature has been placed upon such  certificates
shall have ceased to be such officer before such  certificate is issued,  it may
be issued by the Corporation  with the same effect as if he were such officer at
the date of its issue.

                  Section  6.02  CERTIFICATES.   Each  certificate  representing
shares  of the  Corporation  shall  state  upon the face  thereof:  (a) that the
Corporation is organized under the laws of the State of Delaware; b) the name of
the  person to whom such  certificate  is  issued;  (c) the  number and class of
shares which such  certificate  represents;  and (d) the par value of each share
represented by such certificate,  or a statement that the shares are without par
value. Each certificate  shall also set forth  conspicuously on the face or back
thereof such restrictions  upon transfer,  or a reference  thereto,  as shall be
adopted by the Board of Directors and shareholders,  or as otherwise required by
law. No  certificate  shall be issued for any shares until such shares are fully
paid.

                  Section 6.03 CLASSES OF STOCK. If the Corporation is, or shall
become,  authorized to issue shares of more than one class,  then in addition to
the provisions of Section 6.02 hereof,  every  certificate  representing  shares
issued by the  Corporation  shall  also set  forth  upon the face or back of the
certificate, or shall state that the Corporation will furnish to any shareholder
upon  request  and  without  charge,  a  full  statement  of  the  designations,
preferences,  limitations  and  relative  rights  of the  shares  of each  class
authorized to be issued and, if the Corporation is, or shall become,  authorized
to issue any  preferred  or  special  class in  series,  the  variations  in the
relative rights and preferences between the shares of each such series so far as
the same  have been  fixed  and  determined  and the  authority  of the Board of
Directors to fix and determine the relative rights and preferences of subsequent
series.

                  Section 6.04  CONSIDERATION  FOR SHARES.  Shares  having a par
value may be issued for such consideration  expressed in dollars,  not less than
the par  value  thereof,  as shall be fixed  from  time to time by the  Board of
Directors.  Shares  without  par  value  may be  issued  for such  consideration
expressed  in  dollars  as may be  fixed  from  time  to time  by the  Board  of
Directors.  Treasury  shares  may be  disposed  of by the  Corporation  for such
consideration  expressed  in  dollars  as may be fixed  from time to time by the
Board of Directors. The consideration for the issuance of shares may be paid, in
whole or in part, in money, in other property or rights, tangible or intangible,
or in  labor  or  services  actually  performed  for  the  Corporation.  Neither
promissory  notes nor future services shall  constitute  payment or part payment
for shares of the Corporation.

                  Section 6.05 TRANSFER OF CAPITAL STOCK. Transfers of shares of
stock of the  Corporation  shall be made on the  books of the  Corporation  upon
surrender of the certificate or certificates,  properly  endorsed or accompanied
by proper  instruments  of transfer,  representing  such shares,  subject to the
terms  of any  agreements  among  the  Corporation  and  shareholders  or  other
restrictions imposed by law.

                  Section 6.06 REGISTERED SHAREHOLDERS. Prior to due presentment
for  registration or transfer of shares of stock,  the Corporation may treat the
person registered on its books as the absolute owner of such shares of stock for
all  purposes  and,  accordingly,  shall not be bound to  recognize  any  legal,
equitable  or other  claim or  interest  in such shares on the part of any other
person, whether or not it shall have express or other notice thereof,  except as
otherwise expressly provided by statute;  provided,  however,  that whenever any
transfer of shares shall be made for  collateral  security and not absolute,  it
shall be so expressed in the entry of the transfer if, when the certificates are
presented to the  Corporation  for transfer,  both the transferor and transferee
requisition the Corporation to do so.

                  Section  6.07  TRANSFER  AGENTS AND  REGISTRARS.  The Board of
Directors may, from time to time,  appoint or remove one or more transfer agents
or one or more  registrars  of transfers of shares of stock of the  Corporation,
and it may appoint the same person as both transfer  agent and  registrar.  Upon
any such appointment being made, all certificates representing shares of capital
stock thereafter issued shall be countersigned by one of such transfer agents or
one  of  such  registrars  of  transfers  and  shall  not  be  valid  unless  so
countersigned.  If the same person shall be both transfer  agent and  registrar,
only one countersignature by such person shall be required.

                  Section 6.08 FIXING OR DETERMINATION OF RECORD DATE. The Board
of Directors may fix, in advance,  a date as a record date for the determination
of the  shareholders  entitled  to notice  of,  and to vote at,  any  meeting of
shareholders and any adjournment  thereof, or entitled to receive payment of any
dividend  or any other  distribution  or  allotment  of right,  or  entitled  to
exercise  rights in respect of any  change,  conversion,  or exchange of capital
stock,  or entitled to give any consent for any  purpose,  or in order to make a
determination of shareholders for any other proper purpose;  provided,  however,
that  such  record  date  shall be a date not more than 50 days nor less than 10
days before the date of such meeting of  shareholders  or the date of such other
action, except for an action by written consent pursuant to Section 2.13. If the
Board of Directors does not fix a record date as above provided, then the record
date shall be  established  by statute.  In the case of a shareholder  action by
written consent  pursuant to Section 2.13, the record date shall be the date set
by the Board of Directors,  which shall not be more than ten days after the date
the resolution is adopted,  or if no such date is set and prior director  action
is not required,  the first date on which a signed written consent setting forth
the  action  taken  or  proposed  to be  taken  is  properly  delivered  to  the
Corporation.  A determination of shareholders of record entitled to notice of or
to vote at a meeting of  shareholders  shall  apply to any  adjournment  of such
meeting,  provided,  however, that the Board of Directors may fix the new record
date for the  adjourned  meeting.  If such a record  date is  fixed,  only  such
shareholders  as shall be  shareholders  of record on the  record  date so fixed
shall be  entitled  to such  notice of, and to vote at,  such  meetings  and any
adjournments   thereof,  or  to  receive  payment  of  such  dividend  or  other
distribution, or to receive such allotment of rights or to exercise such rights,
or to give such consent,  as the case may be notwithstanding any transfer of any
shares on the books of the Corporation after any such record date.

                  Section  6.09  LOST OR  DESTROYED  CERTIFICATES.  The Board of
Directors may direct that a new  certificate or  certificates of stock 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 the fact by the person  claiming the certificate or certificates
to  be  lost,  stolen  or  destroyed.  When  authorizing  such  issue  of a  new
certificate or  certificates,  the Board of Directors may, at 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  legal
representative,  to advertise the same in such manner as it shall require and 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 or certificates alleged to have been lost, stolen or destroyed.

                  Section 6.10  REGULATION S OFFERINGS.  The  Corporation  shall
refuse to register  any  transfer of the  Corporation's  securities  not made in
accordance  with the provisions of Regulation S adopted under the Securities Act
of 1933 (the "Securities  Act"),  pursuant to registration  under the Securities
Act, or pursuant to an available exemption from registration; provided, however,
that if  such  securities  are in  bearer  form or  foreign  law  prevents  this
Corporation  from refusing to register  securities  transfers,  other reasonable
procedures  shall be  implemented  to prevent any transfer of the securities not
made in accordance  with the provisions of Regulation S. This Section 6.10 shall
only apply to securities of this  Corporation  issued pursuant to the provisions
of Regulation S of the Securities Act.


                                  ARTICLE SEVEN
                        EXECUTION OF INSTRUMENTS: FINANCE

                  Section  7.01  EXECUTION OF  INSTRUMENTS.  The Chairman of the
Board of Directors,  the President or any Vice President shall have the power to
execute  and  deliver  on  behalf  of and in the  name  of the  Corporation  any
instrument  requiring the signature of an officer of the Corporation,  except as
otherwise  provided in these Bylaws or where the execution and delivery  thereof
shall be expressly  delegated by the Board of Directors to some other officer or
agent of the Corporation.  Unless  authorized to do so by these Bylaws or by the
Board of  Directors,  no  officer,  agent or  employee  shall  have any power or
authority to bind the  Corporation in any way, to pledge its credit or to render
it liable pecuniarily for any purpose or in any amount.

                  Section 7.02 BORROWING.  No loan shall be contracted on behalf
of the Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or a committee
designated by the Board of Directors so to act. Such authority may be general or
confined  to specific  instances.  When so  authorized,  the officer or officers
thereunto  authorized may effect loans at any time for the Corporation  from any
bank or other entity and for such loans may execute and deliver promissory notes
or other evidences of indebtedness  of the  Corporation,  and when authorized as
aforesaid, as security for the payment of any and all loans (and any obligations
incident thereto) of the Corporation, may mortgage, pledge or otherwise encumber
any real or personal  property,  or any interest  therein,  at any time owned or
held by the corporation, and to that end may execute and deliver such instrument
as may be necessary or proper in the premises.

                  Section 7.03 LOANS TO DIRECTORS,  OFFICERS AND EMPLOYEES.  The
Corporation may lend money to, guarantee the obligations of and otherwise assist
directors,  officers and employees of the  Corporation,  or directors of another
corporation  of which  the  Corporation  owns a  majority  of the  voting  stock
whenever,  in the judgment of the directors,  such loan,  guaranty or assistance
may  reasonably be expected to benefit the  Corporation.  The loan,  guaranty or
other  assistance  may be with or without  interest,  and may be  unsecured,  or
secured in such manner as the Board of Directors shall approve.

                  Section 7.04 CHECKS AND  ENDORSEMENTS.  All checks,  drafts or
other orders for the payment of money, obligations,  notes or other evidences of
indebtedness,  bills of lading,  warehouse receipts, trade acceptances and other
such  instruments  shall be signed or endorsed  by the  Chairman of the Board of
Directors,  the President or any Vice President or such other officers or agents
of the Corporation as shall from time to time be determined by resolution of the
Board of  Directors,  which  resolution  may  provide  for the use of  facsimile
signatures.

                  Section  7.05  DEPOSITS.  All  funds  of the  Corporation  not
otherwise  employed  shall be deposited  from time to time to the  Corporation's
credit  in such  banks  or other  depositories  as  shall  from  time to time be
determined by resolution of the Board of Directors, which resolution may specify
the  officers  or agents of the  Corporation  who shall have the power,  and the
manner in which such power  shall be  exercised,  to make such  deposits  and to
endorse,  assign and deliver for collection and deposit checks, drafts and other
orders for the payment of money payable to the Corporation or its order.

                  Section 7.06 PROXIES.  Unless otherwise provided by resolution
adopted by the Board of Directors,  the Chairman of the Board of Directors,  the
President or any Vice President may from time to time appoint one or more agents
or  attorneys  in fact of the  Corporation,  in the  name and on  behalf  of the
Corporation,  to cast the votes which the Corporation may be entitled to cast as
the holder of stock or other securities in any other corporation, association or
other  entity  any of  whose  stock  or  other  securities  may be  held  by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporation, association or other entity, or to consent in writing, in the
name of the Corporation as such holder, to any action by such other corporation,
association or other entity, and may instruct the person or persons so appointed
as to the manner of casting such votes or giving such  consent,  and may execute
or cause to be executed in the name and on behalf of the  Corporation  and under
its corporate seal, or otherwise,  all such written proxies or other instruments
as he may deem necessary or proper in the premises.

                  Section 7.07 FISCAL YEAR.  The fiscal year of the  Corporation
shall be such as may from time to time be established by the Board of Directors.


                                  ARTICLE EIGHT
                           LIABILITY: INDEMNIFICATION

                  Section  8.01  EXCULPATION.  No  director  or  officer  of the
Corporation  shall be liable for the acts,  defaults or  omissions  of any other
director or officer,  or for any loss sustained by the  Corporation,  unless the
same has  resulted  from his own willful  misconduct,  willful  neglect or gross
negligence.

                  Section 8.02 INDEMNIFICATION FOR ACTION, ETC, OTHER THAN BY OR
IN THE RIGHT OF THE CORPORATION.  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 such person 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 such person in  connection  with such action,  suit or proceeding if
such person  acted in good faith and in a manner  which such  person  reasonably
believed to be in or not opposed to the best interests of the  Corporation,  and
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe the conduct which was taken 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 such  person  did not act in good faith and in a manner  which such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and, with respect to any criminal action or proceeding,  that such
person had  reasonable  cause to believe  that the  conduct  which was taken was
unlawful.

                  Section 8.03  INDEMNIFICATION  FOR ACTIONS,  ETC, BY OR IN THE
RIGHT OF THE CORPORATION.  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  such  person  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
such person in connection  with the defense or settlement of such action or suit
if such  person  acted in good  faith  and in a manner  such  person  reasonably
believed  to be in or not  opposed  to the best  interests  of the  Corporation,
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 8.04  DETERMINATION OF RIGHT TO  INDEMNIFICATION.  Any
indemnification under Section .8.02 or 8.03 (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  such  person  has met the  applicable
standard of conduct set forth in Sections 8.02 or 8.03. Such determination shall
be made (i) by a  majority  vote of the  directors  who are not  parties to such
action, suit or proceeding, even though less than a quorum, or (ii) if there are
no such directors,  or if such directors so direct, by independent legal counsel
in a written opinion, or (iii) by the stockholders.

                  Section 8.05  INDEMNIFICATION  AGAINST  EXPENSES OF SUCCESSFUL
PARTY. Notwithstanding the other provisions of this Article Eight, to the extent
that a  director,  officer,  employee  or  agent  of the  Corporation  has  been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding  referred  to in  Section  8.02 or 8.03,  or in defense of any claim,
issue or matter  therein,  such person  shall be  indemnified  against  expenses
(including  attorneys' fees) actually and reasonably  incurred by such person in
connection therewith.

                  Section 8.06 ADVANCE EXPENSES.  Expenses incurred in defending
a 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 the
director, officer, employee or agent to repay such amount if it shall ultimately
be  determined  that  such  person  is not  entitled  to be  indemnified  by the
Corporation  as authorized in this Article  Eight and a written  affirmation  of
such  person's  good faith belief that such person has satisfied the standard of
conduct required for  indemnification.  The undertaking required by this Section
shall be an unlimited general obligation of the director,  officer,  employee or
agent,  but  need  not be  secured  and may be  accepted  without  reference  to
financial ability to make repayment.

                  Section 8.07 OTHER RIGHTS AND  REMEDIES.  The  indemnification
provided by this Article Eight shall not be deemed exclusive of any other rights
to which  those  seeking  indemnification  may be  entitled  under  any  Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action  in such  person's  official  capacity  and as to  action  in  another
capacity  while holding such office,  and 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 8.08 INSURANCE.  Upon resolution  passed by the Board,
the Corporation may 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  asserted  against such person and incurred by
such  person in any such  capacity,  or arising out of such  person's  status as
such,  whether or not the  Corporation  would have the power to  indemnify  such
person against such liability under the provisions of this Article Eight.

                  Section  8.09  CONSTITUENT  CORPORATIONS.  For the purposes of
this Article  Eight,  references to the  "Corporation"  include all  constituent
corporations  absorbed in a consolidation  or merger as well as the resulting or
surviving  corporation,  so that any person who is or was a  director,  officer,
employee or agent of such a constituent  corporation or is or was serving at the
request of such  constituent  corporation  as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise shall stand in the same position under the provisions of this Article
Eight with  respect to the  resulting or  surviving  corporation  as such person
would if such person had served the  resulting or surviving  corporation  in the
same capacity.

                  Section  8.10  EXPENSES AS A WITNESS.  Nothing in this Article
Eight shall limit the Corporation's  power to pay or reimburse expenses incurred
by a director,  officer, employee or agent of the Corporation in connection with
his  appearance as a witness in a proceeding at a time when he has not been made
a named defendant or respondent in the proceeding.


                                  ARTICLE NINE
                                  MISCELLANEOUS

                  Section 9.01 SEAL. The corporate seal of the Corporation shall
be circular in form and shall bear the name of the Corporation.  The form of the
seal shall be subject to  alteration  by the Board of Directors and the seal may
be used by causing it or a facsimile  to be  impressed  or affixed or printed or
otherwise reproduced.  Any officer or director of the Corporation shall have the
authority  to  affix  the  corporate  seal of the  Corporation  to any  document
requiring the same.

                  Section 9.02 BOOKS AND RECORDS.  The Board of Directors  shall
have power from time to time to  determine  whether and to what  extent,  and at
what times and places and under what  conditions and  regulations,  the accounts
and books of the  Corporation  (other  than the stock  ledger),  or any of them,
shall be open to the inspection of  shareholders  or, if applicable,  holders of
voting  trust   certificates.   No   shareholders  or  holder  of  voting  trust
certificates  shall have any right to inspect any  account,  book or document of
the  Corporation  except at a time conferred by statue,  unless  authorized by a
resolution of the shareholders or the Board of Directors.

                  Section  9.03  WAIVERS  OF  NOTICE.  Whenever  any  notice  is
required to be given by law, or under the  provisions  of the Second  Amended an
Restated  Certificate  of  Incorporation  or of these Third Amended and Restated
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
such notice,  whether before, or after the time stated therein,  shall be deemed
equivalent of notice.

                  Section 9.04 AMENDMENTS. Subject to repeal or change by action
of the shareholders,  the Board of Directors shall have the power to make, alter
or repeal these Third Amended and Restated  Bylaws,  in whole or in part, at any
time and from time to time only upon the  affirmative  vote of a majority of the
directors at a meeting of the Board of Directors.



<PAGE>


                  APPROVED  AND  ADOPTED  by  unanimous  consent of the Board of
Directors as of this 22nd day of July, 1999.



/s/ Ernest B. Kim                                    /s/ Jin K. Kim
--------------------------------------------         --------------
Ernest B. Kim, Director                              Jin K. Kim, Director


/s/ Ben Chang                                        /s/ Edward Tobin
Ben Chang, Director                                  Edward Tobin, Director


/s/ Sun W. Young
Sun W. Young, Director