<PAGE>   1
                                                                    Exhibit 3.2

                          AMENDED AND RESTATED BYLAWS
                                       OF
                              XPEDIOR INCORPORATED

                           -------------------------

                                   ARTICLE I
                                    OFFICES

           SECTION 1.PRINCIPAL OFFICE. -- The registered office of Xpedior
Incorporated ("the Corporation"), required by the General Corporation Law of
the State of Delaware (the "DGCL") to be maintained in the State of Delaware,
shall be the registered office named in the original Certificate of
Incorporation of the Corporation, or such other office as may be designated
from time to time by the Board of Directors in the manner provided by law.
Should the Corporation maintain a principal office within the State of Delaware
such registered office need not be identical to such principal office of the
Corporation.

           SECTION 2.OTHER OFFICES. -- The Corporation may have other offices,
either within or outside of the State of Delaware, at such place or places as
the Board of Directors may from time to time designate or the business of the
Corporation may require.


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

           SECTION 1.PLACE OF MEETINGS. -- The annual meeting and all other
meetings of the stockholders shall be held at such place within or without the
State of Delaware as shall be fixed by resolution of the Board of Directors and
stated in the notice of such meeting or waiver thereof.

           SECTION 2.ANNUAL MEETING. -- The annual meeting of stockholders for
the election of directors and the transaction of other business as may properly
come before the meeting shall be held in each year commencing after December
31, 1999, on such date, and at such time as the Board of Directors shall fix
and set forth in the notice of the meeting, which date shall be within thirteen
(13) months subsequent to the last annual meeting of stockholders.

           SECTION 3.VOTING. -- All elections of directors shall be decided by
plurality votes. All other questions submitted to the stockholders shall be
decided by the affirmative vote of a majority of the votes cast with respect
thereto, except as otherwise provided by the Certificate of Incorporation,
these Bylaws or the DGCL.

           SECTION 4.QUORUM. -- Except as otherwise required by law, by the
Certificate of Incorporation or by these Bylaws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the Corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
In case a quorum shall not be present at any meeting, a majority in interest of
the stockholders entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to
vote shall be present. At any such adjourned meeting at which the requisite

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amount of stock entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed, but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.

           SECTION 5.SPECIAL MEETINGS. -- Special meetings of the stockholders
for any purpose or purposes shall be called only upon a request in writing
therefor, stating the purpose or purposes thereof, delivered to the Chairman of
the Board, the President, or the Secretary, signed by a majority of the
directors, or by resolution of the Board of Directors. No business other than
that stated in the notice shall be transacted at any special meeting.

           SECTION 6.NOTICE OF MEETINGS. -- Written or printed notice, stating
the place and time of any meeting of the stockholders of the Corporation and
the general nature of the business to be considered, shall be given by the
Secretary to each stockholder entitled to vote thereat, at such stockholder's
address as it appears on the stock transfer books of the Corporation, at least
ten (10) days but not more than sixty (60) days before the meeting. Such notice
is given when deposited in the United States mail, postage prepaid, directed to
the stockholder at such stockholder's address as it appears on the records of
the Corporation.

           SECTION 7 STOCKHOLDER LIST. -- A complete list of stockholders
entitled to vote at any meeting of stockholders, arranged in alphabetical order
for each class of stock and showing the address of each such stockholder and
the number of shares registered in the name of such stockholder, shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The stockholder list
shall also be produced and kept at the time and place of the meeting during the
duration thereof, and may be inspected by any stockholder who is present.

           SECTION 8.NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

           (A) Annual Meetings of Stockholders. (1) Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this Bylaw, who is entitled to vote at such meeting and who
complies with the notice procedures set forth in this Bylaw.

                     (2)       For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (c) of
paragraph (A)(1) of Section 7 of this Bylaw, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation and such
other business must otherwise be a proper matter for stockholder action. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 90th day, nor earlier than the close of business on the 120th
day, prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is
more than 30 days before or more than 60 days after such anniversary


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date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the 120th day prior to such annual
meeting and not later than the close of business on the later of the 90th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the Corporation. In
no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as
described above. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as
a director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
Rule 14a-11 thereunder (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a director if elected);
(b) as to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner and (ii) the class or series and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner.

                     (3)       Notwithstanding anything in the second sentence
of paragraph (A)(2) of Section 7 of this Bylaw to the contrary, in the event
that the number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement by the Corporation
naming all of the nominees for director or specifying the size of the increased
Board of Directors at least 100 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by this Bylaw
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary
at the principal executive offices of the Corporation not later than the close
of business on the 10th day following the day on which such public announcement
of the increased Board is first made by the Corporation.

           (B) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting. Nominations
of persons for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (1) by or at the direction of the Board of
Directors or (2) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Bylaw, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this Bylaw. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this Bylaw shall be
delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 120th day prior to
such special meeting and not later than the close of business on the later of
the 90th day prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the


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special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.

           (C) General. (1) Only such persons who are nominated in accordance
with the procedures set forth in this Bylaw shall be eligible to serve as
directors, and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Bylaw. Except as otherwise provided by law,
the Certificate of Incorporation or these Bylaws, the chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this Bylaw and, if any
proposed nomination or business is not in compliance with this Bylaw, to
declare that such defective proposal or nomination shall be disregarded.

                     (2)       For purposes of this Bylaw, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                     (3)       Notwithstanding the foregoing provisions of this
Bylaw, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to
affect any rights (a) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(b) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.

           SECTION 9.NO STOCKHOLDER ACTION BY WRITTEN CONSENT. -- Except as
otherwise provided by the Certificate of Incorporation, any action required or
permitted to be taken by the stockholders of the Corporation after the date of
the closing of the first public offering of Common Stock of the Corporation
registered under the Securities Act of 1933, as amended, must be taken at an
annual or special meeting of such stockholders and may not be taken by any
consent in writing of such stockholders.

           SECTION 10. INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS.
-- The Board of Directors by resolution shall appoint, or authorize an officer
of the Corporation to appoint, one or more inspectors, which inspector or
inspectors may include individuals who serve the Corporation in other
capacities, including, without limitation, as officers, employees, agents, or
representatives of the Corporation, to act at any meeting of the stockholders
and make a written report thereof. One or more persons may be designated as
alternate inspector(s) to replace any inspector who fails to act. If no
inspector or alternate has been appointed to act, or if all inspectors or
alternates who have been appointed are unable to act, at a meeting of
stockholders, the chairman of the meeting shall appoint one or more inspectors
to act at the meeting. Each inspector, before discharging his or her duties,
shall take and sign an oath to faithfully execute the duties of inspector with
strict impartiality and according to the best of his or her ability. The
inspector(s) shall have the duties prescribed by the DGCL.


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           The chairman or the secretary of the meeting shall fix and announce
at the meeting the date and time of the opening and the closing of the polls
for each matter upon which the stockholders will vote at the meeting.

                                  ARTICLE III
                                   DIRECTORS

           SECTION 1.NUMBER AND TERM. -- Unless otherwise provided in the
Certificate of Incorporation and subject to the rights of any particular class
or series of capital stock of the Corporation to elect directors under specific
circumstances, the number of directors of the Corporation shall be fixed from
time to time exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of directors then serving on the
Board of Directors, but in no event shall the number of directors be fixed at
less than three.

           The directors, other than those who may be elected by the holders of
any series of Preferred Stock or any other series or class of stock, shall be
divided into three classes, as nearly equal in number as possible. One class of
directors (which shall be designated Class I) shall be initially elected for a
term expiring at the annual meeting of stockholders to be held in 2000, another
class (which shall be designated Class II) shall be initially elected for a
term expiring at the annual meeting of stockholders to be held in 2001, and
another class (which shall be designated Class III) shall be initially elected
for a term expiring at the annual meeting of stockholders to be held in 2002.
Members of each class shall hold office until their successors are elected and
qualified. At each succeeding annual meeting of the stockholders of the
Corporation, the successor or successors of the class of directors whose term
expires at that meeting shall be elected by a plurality vote of all votes cast
of each class or series of stock entitled to vote in the election of directors,
if any such class or series is entitled to vote separately as a class, at such
meeting to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election.

           SECTION 2.RESIGNATION. -- Any member of the Board of Directors or of
any committee thereof may resign at any time. Such resignation shall be made in
writing and shall take effect at the time specified therein, and if no time be
specified, at the time of its receipt by the Chairman of the Board or the
Secretary. The acceptance of a resignation shall not be necessary to make it
effective.

           SECTION 3.VACANCIES. --Unless otherwise provided in the Certificate
of Incorporation and subject to the rights of any particular class or series of
capital stock of the Corporation to elect directors under specific
circumstances, and unless the Board of Directors otherwise determines,
vacancies resulting from death, resignation, retirement, disqualification,
removal from office or other cause, and newly created directorships resulting
from any increase in the authorized number of directors, may be filled only by
the affirmative vote of a majority of the remaining directors, even if less
than a quorum of the Board of Directors. Directors so chosen shall hold office
for a term expiring at the annual meeting of stockholders at which the term of
office of the class to which they have been elected expires and until such
directors' successors shall have been duly elected and qualified. No decrease
in the number of authorized directors shall shorten the term of any incumbent
director.

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           SECTION 4.REMOVAL. -- Unless otherwise provided in the Certificate
of Incorporation and subject to the rights of any particular class or series of
capital stock of the Corporation to elect directors under specific
circumstances, any director may be removed from office at any time, but only
for cause and only by the affirmative vote of the holders of at least 66 2/3
percent of the voting power of the then outstanding capital stock of the
Corporation entitled to vote generally in the election of directors (the
"Voting Stock"), voting together as a single class.

           SECTION 5.POWERS. -- The Board of Directors shall exercise all of
the powers of the Corporation except such as are by law, by the Certificate of
Incorporation of the Corporation, or by these Bylaws conferred upon or reserved
to the stockholders.

           SECTION 6.COMMITTEES. -- The Board of Directors may by resolution or
resolutions, passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the directors of the
Corporation which, to the extent provided in said resolution or resolutions or
in these Bylaws, 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 have power to authorize the seal of the Corporation to be affixed to all
papers which may require it. In addition to the regular members of each
committee, the Board may designate one or more alternate members who may
replace any absent or disqualified member at any meeting of the committee. In
the event of the absence or disqualification of any member of such committee,
or committees, at a time when the Board is not in session, the members of the
committee present at any meeting and not disqualified from voting, whether or
not he, she or they constitute a quorum, may unanimously appoint another member
of the Board of Directors to act at the meeting in the place of any such absent
or disqualified member. Such committee or committees shall have such name or
names as may be stated in these Bylaws or as may be determined from time to
time by resolution adopted by the Board of Directors. The chairman of each such
committee, unless otherwise provided by the Board of Directors in such
resolution or resolutions designating such committee, shall be elected by a
majority of the members of each such committee and whenever any change shall be
made in the membership of any such committee, a new chairman shall be elected
in the same manner. The committees shall keep regular minutes of their
proceedings and report the same to the Board when required.

           SECTION 7.MEETINGS. -- After each annual meeting of stockholders,
the newly elected directors may hold their first meeting for the purpose of
organization and the transaction of business, if a quorum be present,
immediately after such annual meeting of the stockholders, or the time and
place of such meeting may be fixed by consent in writing of all the directors.

           Regular meetings of the directors may be held without notice at such
places and times as shall be determined from time to time by the Board of
Directors.

           Special meetings of the Board may be called (1) by the Chairman of
the Board, (2) by the President, or (3) by the Secretary on the written request
of the Chairman of the Board or directors constituting a majority of the Board
upon notice to each director and shall be held at such places and time as shall
be determined by the directors, or as shall be stated in the call of the
meeting.


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

           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
all the members of the Board or committee, as the case may be, consent thereto
in writing, and the writings are filed with the minutes of proceedings of the
Board or committee.

           SECTION 8.QUORUM. -- A majority of the whole Board of Directors
shall constitute a quorum for the transaction of business. If at any meeting of
the Board there shall be less than a quorum present, a majority of those
present may adjourn the meeting from time to time until a quorum is obtained,
and no further notice thereof need be given other than by announcement at the
meeting which shall be so adjourned.

           SECTION 9.COMPENSATION. -- Directors shall not receive any stated
salary for their services as directors or as members of committees, but by
resolution of the Board a fixed annual fee and a fixed fee for attendance at
each meeting of the Board or any committee thereof shall be established. In
addition, a fixed annual or other fee may be paid for specified services to the
Board, including service as chairman of a committee of the Board. Expenses of
attendance at any such meeting may be reimbursed. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity, whether as an officer, agent or otherwise, and receiving
compensation therefor.

           SECTION 10. ADVISORY DIRECTORS. -- The Board of Directors may elect
one or more advisory directors who shall have such powers and shall perform
such duties as the directors shall assign to them. Advisory directors shall,
upon election, serve until the next annual meeting of stockholders.

           Advisory directors shall receive notices of all meetings of the
Board of Directors in the same manner and at the same time as the directors.
They shall attend said meetings referred to in said notices in an advisory
capacity, but will not cast a vote or be counted to determine a quorum. Any
advisory directors may be removed either with or without cause, by a majority
of the directors at the time in office, at any regular or special meeting of
the Board of Directors.

           Advisory directors shall not receive any stated salary for their
services as advisory directors, but by resolution of the Board of Directors a
fixed annual fee and a fixed fee for attendance at each meeting of the Board or
any committee thereof shall be established. Expenses of attendance at any such
meeting may be reimbursed. Nothing herein contained shall be construed to
preclude any advisory director from serving the Corporation in any other
capacity, whether as an officer, agent or otherwise, and receiving compensation
therefor.


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                                   ARTICLE IV
                                    OFFICERS

           SECTION 1. OFFICERS. -- The officers of the Corporation shall
consist of a Chief Executive Officer, a President, a Chief Operating Officer, a
Chief Financial Officer, one or more Executive Vice Presidents, a Secretary
and, if deemed necessary, expedient, or desirable by the Board of Directors,
one or more Assistant Secretaries. Except as may otherwise be provided in the
resolution of the Board of Directors choosing him or her, no officer need be a
director. Except as may be limited by law, any number of offices may be held by
the same person, as the directors may determine. The resolution appointing any
person as an officer may designate one or more titles in addition to those
titles enumerated above.

           Unless otherwise provided for in the resolution choosing him or her,
each officer shall be chosen for a term that shall continue until the meeting
of the Board of Directors following the next annual meeting of stockholders and
until his or her successor shall have been chosen and qualified.

           All officers of the Corporation shall have authority and perform
such duties as shall be prescribed in the Bylaws or in the resolutions of the
Board of Directors designating and choosing such officers and shall have such
additional authority and duties as are incident to their office except to the
extent that the Bylaws or such resolutions may be inconsistent therewith. Any
officer may be removed, with or without cause, by the Board of Directors. Any
vacancy in any office may be filled by the Board of Directors.

           SECTION 2.OTHER OFFICERS AND AGENTS. -- The Board of Directors and
the President shall each have the power to appoint such other officers and
agents the Board of Directors or the President may deem advisable, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of Directors
or President so appointing such officer. Any person so appointed as an officer
by the President pursuant to this Section 2 shall be deemed to be an officer of
the Corporation for all purposes, notwithstanding such appointment by the
President.


                                   ARTICLE V
                                 MISCELLANEOUS

           SECTION 1.CERTIFICATES OF STOCK. -- Certificates of stock, numbered
and with the seal of the Corporation affixed, signed by the Chairman of the
Board of Directors, the President or any Vice President, and the Treasurer or
any Assistant Treasurer, or Secretary or an Assistant Secretary, shall be
issued to each stockholder certifying the number of shares owned by such
stockholder in the Corporation. When such certificates are signed by either (1)
a transfer agent other than the Corporation or its employee or (2) a registrar
other than the Corporation or its employee, the signatures of such officers of
the Corporation may be facsimiles.

           SECTION 2.LOST CERTIFICATES. -- A new certificate of stock may be
issued in the place of any certificate theretofore issued by the Corporation,
alleged to have been lost or destroyed, and the directors may, in their
discretion, require the owner of the lost or destroyed certificate, or such
owner's legal representative, to give the Corporation a bond, in such sum as
they may direct to indemnify the


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Corporation against any claim that may be made against it on account of the
alleged loss of any such certificate or the issuance of any such new
certificate.

           SECTION 3.TRANSFER OF SHARES. -- Upon surrender to the Corporation
of a certificate for shares, properly endorsed, the Corporation shall, subject
to applicable law, issue a new certificate to the transferee, cancel the old
certificate, and record the transaction on its books. The person in whose name
shares of stock stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes, and the Corporation shall
not be bound to recognize any equitable or other claim thereto on the part of
any other person.

           SECTION 4.REGULATIONS. -- The Board of Directors may make such rules
and regulations as it may deem expedient concerning the issue, transfer, and
registration of certificates of stock of the Corporation.

           SECTION 5.RECORD DATE. -- The Board of Directors may fix in advance
a date, not more than 60 days nor less than 10 preceding any action, including,
without limitation, the date of the payment of any dividend or the date of the
allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of, or to vote at, any meeting of
stockholders with respect thereto, or entitled to receive payment of any such
dividend or to any such allotment of rights or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or for the
purpose of any lawful action, and in such case such stockholders only as shall
be stockholders of record on the date so fixed shall be entitled to such notice
of, or to vote at, such meeting, or to receive payment of such dividend or to
receive such allotment of rights or to exercise such rights as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

           SECTION 6.DIVIDENDS. -- Subject to the provisions of the Certificate
of Incorporation, the Board of Directors may, in its discretion, out of funds
legally available for the payment of dividends and at such times and in such
manner as determined by the Board of Directors, declare and pay dividends upon
the capital stock of the Corporation. Before declaring any dividend there may
be set apart out of any funds of the Corporation available for dividends, such
sum or sums as the directors from time to time in their discretion deem proper
for working capital or as a reserve fund for meeting contingencies or for
equalizing dividends or for such other purposes as the directors shall deem
conducive to the interests of the Corporation.

           SECTION 7.SEAL. -- The corporation seal shall be circular in form
and shall contain the name of the Corporation, the year of its creation and the
words "CORPORATE SEAL DELAWARE." Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

           SECTION 8. NOTICE AND WAIVER OF NOTICE. -- Whenever any notice is
required by these Bylaws to be given, personal notice is not required unless
expressly so stated, and unless so stated such notice so required shall be
deemed to be sufficient if given by depositing the same in a post office box in
a sealed post-paid wrapper or by transmittal by electronic mail or facsimile,
addressed to the person entitled thereto at his or her last known post office
address or electronic mail address or facsimile


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<PAGE>   10
number, and such notice shall be deemed to have been given on the day and at
the time of such mailing or transmission. Stockholders not entitled to vote
shall not be entitled to receive notice of any meetings except as otherwise
provided by law.

           Whenever any notice is required to be given under the provisions of
any law, or under the provisions of the Certificate of Incorporation of the
Corporation or these Bylaws, waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting is not
lawfully called or convened.

                                   ARTICLE VI
                                   AMENDMENTS

           These Bylaws may be altered or repealed and new Bylaws may be
adopted (1) at any annual or special meeting of stockholders if notice of the
proposed alteration, repeal or adoption of the new Bylaw or Bylaws be contained
in the notice of such annual or special meeting by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat,
voting together as a single class, provided, however, that any proposed
alteration or repeal of, or the adoption of any Bylaw inconsistent with,
Section 1, 3 or 4 of Article III hereof by the stockholders shall require the
affirmative vote of at least 80% of the stock issued and outstanding and
entitled to vote thereat, voting together as a single class, or (2) by the
affirmative vote of a majority of the members present at any regular meeting of
the Board of Directors, or at any special meeting of the Board of Directors,
without any action on the part of the stockholders, if notice of the proposed
alteration, repeal or adoption of the new Bylaw or Bylaws be contained in the
notice of such regular or special meeting.


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