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                                                                   EXHIBIT 3.3

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                             GLOBECOMM SYSTEMS INC.


                                  Article 1.

                                    OFFICES

     Section 1.01 The registered office shall be in the city of Wilmington,
County of New Castle, State of Delaware.

     Section 1.02 The corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may
from time to time determine or the business of the corporation may require.

                                  Article 2.

                            MEETINGS OF STOCKHOLDERS

     Section 2.01 All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
Board of Directors, or at such other place either within or without the State
of Delaware as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

     Section 2.02 Annual meetings of stockholders shall be held at such date
and time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a Board of Directors, and transact such other business as may properly be
brought before the meeting.

     Section 2.03 Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not fewer than ten (10) nor more than sixty (60) days before the
date of the meeting.

     Section 2.04 The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to


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be held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

     Section 2.05 Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the Chairman of the Board or the Chief
Executive Officer and shall be called by the Chairman of the Board, the Chief
Executive Officer or Secretary at the request in writing of a majority of the
Board of Directors.

     Section 2.06 Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not fewer than ten (10) nor more than sixty (60) days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.

     Section 2.07 Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 2.08 The holders of fifty percent (50%) of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty (30) days, or
if after the adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

     Section 2.09 When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or
of the certificate of incorporation, a different vote is required, in which
case such express provision shall govern and control the decision of such
question.

     Section 2.10 Unless otherwise provided in the certificate of incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on after three (3)
years from its date, unless the proxy provides for a longer period.

     Section 2.11 [Section Heading]

            (a)   Annual Meetings of Stockholders

                  (i) Nominations of persons for election to the Board of
                  Directors and the proposal of business to be considered by
                  the stockholders may be 

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                  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 Section 11, who is
                  entitled to vote at the meeting and who complies with the
                  notice procedures set forth in this Section 11.

                  (ii) 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 this Section 11, 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 one
                  hundred twentieth (120th) day nor earlier than the close of
                  business on the one hundred fiftieth (150th) day prior to the
                  first anniversary of the date of the proxy statement
                  delivered to stockholders in connection with the preceding
                  year's annual meeting; provided, however, that if either (i)
                  the date of the annual meeting is more than thirty (30) days
                  before or more than sixty (60) days after such an anniversary
                  date or (ii) no proxy statement was delivered to stockholders
                  in connection with the preceding year's annual meeting,
                  notice by the stockholder to be timely must be so delivered
                  not earlier than the close of business on the ninetieth
                  (90th) day prior to such annual meeting and not later than
                  the close of business on the later of the sixtieth (60th) day
                  prior to such annual meeting or the close of business on the
                  tenth (10th) day following the day on which public
                  announcement of the date of such meeting is first made by the
                  corporation. 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, or is
                  otherwise required, in each case pursuant to Regulation 14A
                  under the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act") (including such person' 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 and number of shares of capital stock of the
                  corporation that are owned beneficially and held of record by
                  such stockholder and such beneficial owner.


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                  (iii) Notwithstanding anything in the second sentence of
                  paragraph (A)(2) of this Section 11 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 seventy (70) days prior to the
                  first anniversary of the preceding year's annual meeting (or,
                  if the annual meeting is held more than thirty (30) days
                  before or seventy (70) days after such anniversary date, at
                  least sixty (60) days prior to such annual meeting), a
                  stockholder's notice required by this Section 11 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 office
                  of the corporation not later than the close of business on
                  the tenth (10th) day following the day on which such public
                  announcement 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 (a) by or at the direction of the Board of Directors or (b)
            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 of the special meeting, who shall be entitled to vote at the
            meeting and who complies with the notice procedures set forth in
            this Section 11. If 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 Section
            11 shall be delivered to the Secretary at the principal executive
            offices of the corporation not earlier than the ninetieth (90th)
            day prior to such special meeting not later than the later of (x)
            the close of business of the sixtieth (60th) day prior to such
            special meeting or (y) the close of business of the tenth (10th)
            day following the day on which public announcement is first made of
            the date of such special meeting and of the nominees proposed by
            the Board of Directors to be elected at such meeting.

            (c)   General.

                  (i) Only such persons who are nominated in accordance with
                  the procedures set forth in this Section 11 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 Section 11. Except as otherwise provided by
                  law, the Certificate of Incorporation or these By-Laws, the
                  chairman of the meeting shall have the power and duty to
                  determine whether a nomination 

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                  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 Section 11 and, if any proposed
                  nomination or business is not in compliance herewith, to
                  declare that such defective proposal or nomination shall be
                  disregarded.

                  (ii) For purposes of this Section 11, "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 and 15(d) of the Exchange Act.

                  (iii) Notwithstanding the foregoing provisions of this
                  Section 11, 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
                  herein. Nothing in this Section 11 shall be deemed to affect
                  any rights (i) of stockholders to request inclusion of
                  proposals in the corporation's proxy statement pursuant to
                  Rule 14a-8 under the Exchange Act or (ii) of the holders of
                  any series of Preferred Stock to elect directors under
                  specified circumstances.

            Notwithstanding any other provision of law, the Certificate of
Incorporation or these By-Laws, and notwithstanding the fact that a lesser
percentage may be specified by law, the affirmative vote of the holders of at
least seventy-five percent (75%) of the votes which all the stockholders would
be entitled to cast at any annual election of directors or class of directors
shall be required to amend or repeal, or to adopt any provision inconsistent
with, this Section 11.


                                  Article 3.

                                   DIRECTORS

     Section 3.01 The number of directors which shall constitute the whole
Board shall be determined by resolution of the Board of Directors or by the
stockholders at the annual meeting of the stockholders, except as provided in
Section 2 of this Article, and each director elected shall hold office until
said director's successor is elected and qualified. Directors need not be
stockholders.

     Section 3.02 Vacancies and new created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of 


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the shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by the directors then
in office.

     Section 3.03 The business of the corporation shall be managed by or under
the direction of its Board of Directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

     Section 3.04 The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 3.05 The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly
elected Board of Directors, or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

     Section 3.06 Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

     Section 3.07 Special meetings of the Board may be called by the Chairman
of the Board or the Chief Executive Officer on two (2) days' notice to each
director by mail or forty-eight (48) hours notice to each director either
personally or by facsimile or electronic mail; special meetings shall be called
by the Chairman of the Board, the Chief Executive Officer or the Secretary in
like manner and on like notice on the written request of two directors unless
the Board consists of only one director, in which case special meetings shall
be called by the Chairman of the Board, the Chief Executive Officer or the
Secretary in like manner and on like notice on the written request of the sole
director.

     Section 3.08 At all meetings of the Board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     Section 3.09 Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.


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     Section 3.10 Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

     Section 3.11 Committees of Directors. The Board of Directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.

            In the absence of disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not the member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

            Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting
an agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the by-laws of the
corporation; and, unless the resolution or the certificate of incorporation
expressly so provide, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.


     Section 3.12 Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

     Section 3.13 Compensation of Directors. Unless otherwise restricted by the
certificate of incorporation or these by-laws, the Board of Directors shall
have the authority to fix the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director or receive shares of stock or
options to purchase shares of stock in lieu of cash payments. No such payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee meetings.


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     Section 3.14 Removal of Directors. Unless otherwise restricted by the
certificate of incorporation or bylaws, any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority
of shares entitled to vote at an election of directors.

                                   Article 4.

                                    NOTICES

     Section 4.01 Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at such director's or stockholder's address as it
appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
facsimile or electronic mail.

     Section 4.02 Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.


                                   Article 5.

                                    OFFICERS

     Section 5.01 The officers of the corporation shall be chosen by the Board
of Directors and shall be a chairman of the Board, chief executive officer,
president, chief financial officer, treasurer and a secretary. The Board of
Directors may elect from among its members a chairman of the Board and a vice
chairman of the Board. The Board of Directors may also choose one or more
senior vice-president, vice-presidents, assistant secretaries and assistant
treasurers. Any number of offices may be held by the same person, unless the
certificate of incorporation or these by-laws otherwise provide.

     Section 5.02 The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a president, a treasurer, and a secretary
and may choose vice presidents.

     Section 5.03 The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

     Section 5.04 The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

     Section 5.05 The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed 


<PAGE>

at any time by the affirmative vote of a majority of the Board of Directors.
Any vacancy occurring in any office of the corporation shall be filled by the
Board of Directors.

     Section 5.06 The Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and of the stockholders
at which the Chairman shall be present. The Chairman shall have and may
exercise such powers as are, from time to time, assigned to the Chairman by the
Board and as may be provided by law.

     Section 5.07 In the absence of the Chairman of the Board, the Vice
Chairman of the Board, if any, shall preside at all meetings of the Board of
Directors and of the stockholders at which the Vice Chairman shall be present.
The Vice Chairman shall have and may exercise such powers as are, from time to
time, assigned to the Vice Chairman by the Board and as may be provided by law.

     Section 5.08 The Chief Executive Officer. The Chief Executive Officer
shall be the chief executive officer of the Corporation and shall have general
supervision over the business of the Corporaiton. The Chief Executive Officer
shall have all powers and duties usually incident to the office of Chief
Executive Officer. The Chief Executive Officer shall have such other powers and
perform such other duties as may be assigned to the Chief Executive Officer
from time to time by the Board of Directors.

     Section 5.09 The President and Vice-President. The President shall be the
Chief Operating Officer of the corporation; and in the absence of the Chairman
and Vice Chairman of the Board the President shall preside at all meetings of
the stockholders and the Board of Directors; the President shall have general
and active management of the business of the corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect.

     Section 5.10 The President shall execute bonds, mortgages and other
contracts, requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the corporation.

     Section 5.11 In the absence of the President or in the event of the
President's inability or refusal to act, a senior vice-president, if any, (or
in the event there be more than one senior vice-president, the senior
vice-presidents in the order designated by the directors, or in the absence of
any designation, then in the order of their election) shall perform the duties
of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Senior Vice-President
and the Vice-Presidents shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

     Section 5.12 The Secretary and Assistant Secretary. The Secretary shall
attend all meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings of the meetings of the corporation
and of the Board of Directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders
and special meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by 


<PAGE>

the Board of Directors, the President or the Chairman of the Board, under whose
supervision the secretary shall be. The Secretary shall have custody of the
corporate seal of the corporation and the Secretary, or an assistant secretary,
shall have authority to affix the same to any instrument requiring it and when
so affixed, it may be attested by the signature of the secretary or by the
signature of such assistant secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by said officer's signature.

     Section 5.13 The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of the Secretary's inability or
refusal to act, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

     Section 5.14 The Treasurer and Assistant Treasurers. The Treasurer shall
have the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the Board of Directors.

     Section 5.15 The Treasurer shall disburse the funds of the corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all the Treasurer's transactions as treasurer and of the financial condition of
the corporation.

     Section 5.16 If required by the Board of Directors, the Treasurer shall
give the corporation a bond (which shall be renewed every six years) in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of the office of the
Treasurer and for the restoration to the corporation, in case of the
Treasurer's death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in the
Treasurer's possession or under the Treasurer's control belonging to the
corporation.

     Section 5.17 The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the Treasurer or in the event of the treasurer's inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

<PAGE>


                                   Article 6.

                              CERTIFICATE OF STOCK

     Section 6.01 Every holder of stock in the corporation shall be entitled to
have a certificate, signed by, or in the name of the corporation by, the
Chairman or Vice-Chairman of the Board of Directors, or the President or a
vice-president and the Treasurer or an assistant treasurer, or the Secretary or
an assistant secretary of the corporation, certifying the number of shares
owned by such holder in the corporation.

                           Certificates may be issued for partly paid shares
and in such case upon the face or back of the certificate issued to represent
any such partly paid shares, the total amount of the consideration to be paid
therefor, and the amount paid thereon shall be specified.

                           If the corporation shall be authorized to issue more
than one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualification,
limitations or restrictions or such preferences and/or rights shall be set
forth in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in section 202 of the General Corporation
Law of Delaware, in lieu of the foregoing requirements, there may be set forth
on the face or back of the certificate which the corporation shall issue to
represent such class or series of stock, a statement that the corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

     Section 6.02 Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if the
former officer, transfer agent or registrar were such officer, transfer agent
or registrar at the date of issue

     Section 6.03 Lost 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 of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or the legal representative of the owner of such lost, stolen or
destroyed certificate or certificates, to advertise the same in such manner as
it shall require and/or give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.


<PAGE>

     Section 6.04 Transfer of Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     Section 6.05 Fixing Record Date. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting, nor more than sixty days
prior to any other action. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

     Section 6.06 Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

                                   Article 7.

                          GENERAL PROVISIONS DIVIDENDS

     Section 7.01 Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

     Section 7.02 Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purposes as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

     Section 7.03 Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.


<PAGE>

     Section 7.04 Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

     Section 7.05 Seal. The Board of Directors may adopt a corporate seal
having inscribed thereon the name of the corporation, the year of its
organization and the words "Corporate Seal, Delaware." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

     Section 7.06 Indemnification. The corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of Delaware, as amended
from time to time, indemnify each 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, by reason
of the fact that he or she is or was, or has agreed to become, a director or
officer of the corporation, or is or was serving, or has agreed to serve, at
the request of the corporation, as a director, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust
or other enterprise (including any employee benefit plan), or by reason of any
action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person or on such person's
behalf in connection with such action, suit or proceeding and any appeal
therefrom. Indemnification may include payment by the corporation of expenses
in defending an action or proceeding in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by the person
indemnified to repay such payment if it is ultimately determined that such
person is not entitled to indemnification under this Section, which undertaking
may be accepted without reference to the financial ability of such person to
make such repayment.

                            The corporation shall not indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person unless the initiation thereof was approved by the
Board of Directors of the corporation.

                           The indemnification rights provided in this Section
(i) shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any law, agreement or vote of stockholders or
disinterested directors or otherwise, and (ii) shall inure to the benefit of
the heirs, executors and administrators of such persons. The corporation may,
to the extent authorized from time to time by its Board of Directors, grant
indemnification rights to other employees or
agents of the corporation or other persons serving the corporation and such
rights may be equivalent to, or greater or less than, those set forth in this
Section.

     Section 7.07 Transaction with Interested Parties. No contract or
transaction between the corporation and one or more of the directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of the directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because such director or officer
is present at or participates in the meeting of the Board of Directors or a
committee of the Board of Directors which authorizes the contract or
transaction or solely because his, her or their votes are counted for such
purpose, if:


<PAGE>

                  (a) The material facts as to his or her relationship or
                  interest and as to the contract or transaction are disclosed
                  or are known to the Board of Directors or the committee, and
                  the Board or committee in good faith authorizes the contract
                  or transaction by the affirmative vote of a majority of the
                  disinterested directors, even though the disinterested
                  directors be less than a quorum;

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

                  (c) The contract or transaction is fair as to the corporation
                  as of the time it is authorized, approved or ratified, by the
                  Board of Directors, a committee of the Board of Directors, or
                  the stockholders.

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

                                   Article 8.

                                   AMENDMENTS

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