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                                                                EXHIBIT 3(ii)(a)

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                             XETA TECHNOLOGIES, INC.

                                    ARTICLE 1
                                     OFFICES

     1.1 The principal office of the Corporation shall be located at 1814 West
Tacoma, Broken Arrow, State of Oklahoma. The Corporation may have such other
offices either within or without the State of Oklahoma, as the Board of
Directors may designate or as the business of the Corporation may require from
time to time.

                                    ARTICLE 2
                                  SHAREHOLDERS

     2.1 Annual Meeting. The annual meeting of the shareholders shall be held
each year in March on a date to be selected by the Board of Directors, for the
purpose of electing Directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State in which the annual meeting is to be held, such
meeting shall be held on the next succeeding business day. If the election of
Directors shall not be held on the day designated herein for any annual meeting
of the shareholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the shareholders as soon
thereafter as is convenient.

     2.2 Special Meetings. Special meetings of the shareholders, for any
purpose, unless otherwise prescribed by statute or the Certificate of
Incorporation, may be called by the President or by the Board of Directors, and
shall be called by the President at the request of the holders of not less than
ten percent (10%) of all the outstanding shares of the Corporation entitled to
vote at the meeting, which request shall state the purpose or purposes of the
proposed meeting. Business at special meetings shall be limited to the purpose
or purposes stated in the call of said meeting.

     2.3 Place of Meeting. The annual meeting or any special meeting shall be
held at such location as may be determined by the Corporation's Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Oklahoma,
unless otherwise prescribed by statute, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of the meeting shall be the principal office of the Corporation.

     2.4 Notice of Meeting. Written notice stating the place, date, and hour of
the meeting and, in case of a special meeting the purpose or purposes for which
the meeting is called, shall be delivered no less than ten (10) nor more than
sixty (60) days before the date of the meeting,

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either personally or by mail, by or at the direction of the President, or the
Secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the stock transfer
books of the Corporation.

     2.5 Closing of Transfer Books or Fixing of Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, sixty (60) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed not less than ten
(10) days before the date of such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than sixty (60) days and, in the case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action requiring
such determination of shareholders is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the day next preceding the day upon
which such meeting is called, or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.

     2.6 Voting Lists. The officer or agent having charge of the stock transfer
books for shares of the Corporation shall make, at least ten (10) days before
each meeting of shareholders, a complete list 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. Such list, for
a period of at least ten (10) days prior to such meeting, shall be open to
inspection by any shareholder, during usual business hours, either at a place
within the city where the meeting is to be held, which place shall be specified
on the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. Such list shall also be produced and kept at the time and
place of the meeting during the entire time thereof, and shall be open to the
inspection of any shareholder who is present. The stock ledger shall be the only
evidence as to the shareholders entitled to examine such list or transfer books
or to vote at any meeting of shareholders.

     2.7 Quorum. The holders of a majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders, except as otherwise provided
by statute or the Certificate of Incorporation. If less than a majority of the
outstanding shares are so represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting, any business may be transacted which might have been
transacted at the original meeting, provided a quorum shall be represented. the
shareholders so represented at a duly organized meeting at which a quorum is
present may continue to transact business until

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adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.

     2.8 Proxies. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact, and bearing a date not more than eleven (11) months prior to
said meeting unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation at or before the time of
the meeting.

     2.9 Voting of Shares. When a quorum is present at a 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 provisions of the statutes or
of the Certificate of Incorporation or of these Bylaws, a different vote is
required, in which case such express provisions shall govern and control the
decision of such question.

     2.10 Voting of Shares by Certain Holders. Shares standing in the name of
another corporation may be voted by such officer, agent or proxy as the Bylaws
of such corporation may prescribe, or, in the absence of such provisions, as the
Board of Directors of such corporation may determine.

     Shares held by an administrator, executor, guardian or conservator may be
voted by him either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares unless in the transfer by the pledgor on the books of the Corporation he
has expressly empowered the pledgee to vote thereon, in which case only the
pledgee or his proxy may represent such stock and vote thereon.

     Shares of its own stock belonging to the Corporation, except shares held by
it in a fiduciary capacity, shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total number of outstanding
shares at any given time.

     2.11 Informal Action by Shareholders. Unless otherwise provided for in the
Certificate of Incorporation, any action required to be taken at a meeting of
the shareholders, or any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, is signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled

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to vote thereon were present and voted. Such consent shall be filed the
Secretary of the Corporation and made a part of the corporate records, and
notice of the taking of such action, if by less than unanimous written consent,
shall be given to those shareholders who have not consented in writing, within
five (5) days of the taking of such action.

                                    ARTICLE 3
                               BOARD OF DIRECTORS

     3.1 General Powers. The property and business of the Corporation shall be
managed by 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 Bylaws directed or required to be
exercised or done by the shareholders.

     3.2 Number, Tenure and Qualifications. The number of Directors constituting
the whole Board of Directors of the Corporation shall not be less the one (1)
nor more than twelve (12), as the Board may determine by resolution from time to
time. Unless an election is contested, a Board resolution nominating persons for
election shall suffice to evidence the fixing of the number of Directors
constituting the Board. All Directors shall be elected for a term of one (1)
year at the annual meeting of Shareholders, and shall hold office until his
successor has been elected and qualified, unless removed earlier in accordance
with Section 3.3 of these Bylaws or upon his death, resignation or
disqualification.

     3.3 Removal of Directors. The entire Board of Directors or any individual
Director may be removed from office with cause by a vote of the shareholders
holding a majority of the outstanding shares entitled to vote, or may be removed
without cause by a vote of the shareholders holding sixty-six and two-thirds
percent (66 2/3%) of the outstanding shares entitled to vote at any annual or
special meeting of said shareholders. Should said Board of Directors or any one
or more Directors be so removed at any annual or special meeting of the
shareholders, new Directors may be elected at the same meeting.

     3.4 Regular Meetings. A regular meeting of the Board of Directors shall be
held at such time and at such place as shall be fixed by the vote of the
shareholders at the meeting at which Directors are elected without other notice
than the resolution of the shareholders fixing said time and place of meeting.
The Board of Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than such
resolution.

     3.5 Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the President or any two (2) Directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix the place for holding any special meeting of the Board of Directors
called by them.

     3.6 Notice. Notice of any special meeting shall be given at least seven (7)
days previously thereto by written notice delivered personally or mailed to each
Director at his business address, or by telegram. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to

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the telegraph company. Any Director may waive notice of any meeting. The
attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting, except where a Director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.

     3.7 Quorum. A majority of the number of Directors fixed by Article 3.2
hereof shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors, but if less than such majority is present at a
meeting, a majority of the Directors present may adjourn the meeting from time
to time without further notice. When the Board of Directors consists of one
Director, then one Director shall constitute a quorum.

     3.8 Manner of Acting. The act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.

     3.9 Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the 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.
Any Directorship to be filled by reason of an increase in the number of
Directors shall be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose.

     3.10 Compensation. Directors, as such, may receive compensation in such
amounts and in such forms as the Board of Directors shall determine from time to
time by resolution. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.

     3.11 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 Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.

     3.12 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 one (1) or more of the Directors of the Corporation,
which, to the extent provided in the resolution and permitted by law, shall have
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, except where action by the Board of
Directors is required by law, and shall have the power to authorize the seal of
the Corporation to be affixed to all papers which may require it. Such
committees shall have such names as may be determined from time to time by
resolution adopted by the whole Board, and shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required.

     3.13 Informal Action by Directors. Any action required or permitted to be
taken at a meeting of the Board of Directors or of any committee thereof may be
taken without a meeting,

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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.

     3.14 Telephone Conference. Members of the Board of Directors, or any
committee thereof, may participate in a meeting of such Board or committee by
means of conference telephone or similar communications equipment that enables
all persons participating in the meeting to hear each other. Such participation
shall constitute presence in person at such meeting.

                                    ARTICLE 4
                                    OFFICERS

     4.1 Number. The Officers of the Corporation shall be a President, one or
more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected
by the Board of Directors. The office of Vice President may be held vacant. Such
other Officers, assistant Officers, and agents as may be deemed necessary may be
elected or appointed by the Board of Directors. Two (2) or more offices may be
held at the same time by one person, except that the offices of President and
Secretary or President and Vice President shall not be held by the same person
at any time.

     4.2 Election and Term of Office. The Officers of the Corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at a meeting of the Board of Directors to be held after each annual
meeting of the shareholders. If the election of Officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each Officer shall hold office until his successor shall have been duly
elected and shall have qualified or until he shall resign or shall have been
removed in the manner hereinafter provided.

     4.3 Removal. Any Officer or agent elected by the Board of Directors may be
removed by an affirmative vote of a majority of the Board of Directors, but such
removal shall be without prejudice to the contractual rights, if any, of the
person so removed.

     4.4 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.

     4.5 (a) Chairman. The Board of Directors may appoint from its members a
Chairman of the Board. The Chairman, if one has been appointed, shall preside
over all meetings of the Board of Directors and all meetings of the
shareholders. The Chairman shall have direct supervision over the Office of the
Chief Executive Officer and shall perform such duties and possess such powers as
are assigned to him by the Board of Directors. If the Chairman of the Board is
also designated as the corporation's Chief Executive Officer, the Chairman shall
also have the powers and duties of the Chief Executive Officer prescribed in
Section 4.5(b) of these Bylaws.

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         (b) Chief Executive Officer. The Office of Chief Executive Officer, if
one has been appointed by the Board, shall be the chief executive office of the
Corporation and shall be subject to the control of the Board of Directors. The
Chief Executive Officer shall report directly to the Chairman of the Board, if
one has been appointed. The Board of Directors, in its discretion, may appoint
two Chief Executive Officers to be known as Co-CEOs. If Co-CEOs are appointed by
the Board, the responsibilities of the Office of Chief Executive Officer shall
be shared between the Co-CEOs as they shall determine, unless specific direction
or assignment has been given by the Board. The Office of Chief Executive Officer
shall have general supervision and control of the business and affairs of the
Corporation; shall have direct supervision over the offices of President and
Chief Financial Officer; and shall exercise and perform such other specific
powers and duties as may be assigned to him from time to time by the Board of
Directors. In the absence of the Chairman of the Board, the Office of Chief
Executive Officer shall preside at meetings of the Board of Directors and
meetings of the shareholders. The Office of the Chief Executive Officer shall
have authority to execute instruments and to enter into contracts on behalf of
the Corporation, except in cases where the signing and execution thereof are
expressly delegated by the Board of Directors or the Corporation's Bylaws to
some other officer or agent of the Corporation.

         (c) President. The office of President shall be the chief operating
officer of the Corporation and shall be subject to the control of the Office of
Chief Executive Officer and the Board of Directors and shall report directly to
the Office of Chief Executive Officer. Subject to the supervisory powers given
by the Board of Directors to the Office of Chief Executive Officer, the
President shall be responsible for the general administration and management of
the business and day-to-day operations of the Corporation and shall, together
with the Office of Chief Executive Officer, see that all orders and resolutions
of the Board of Directors are carried into effect. The President shall, in
general, perform all duties normally incident to the office of the President and
shall exercise and perform such other specific powers and duties as may be
assigned to him from time to time by the Board of Directors or by the Office of
Chief Executive Officer. He shall, in the absence of both the Chairman of the
Board and Chief Executive Officer, preside at all meetings of the shareholders.
He may sign, with the Secretary or any other proper officer of the Corporation,
certificates of shares of the Corporation, any deeds, mortgages, bonds,
contracts or other instruments which the Board has authorized to be executed,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some other officer or
agent of the Corporation, or shall be required by law to be otherwise signed or
executed."

     4.6 Vice President. In the absence of the President or in the event of his
death, inability, or refusal to act, the Vice President 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 Vice President shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.

     4.7 Secretary. The Secretary shall: (a) keep the minutes of the
shareholders' meetings and of the Board of Directors' meetings in one or more
books provided for that purpose; (b) give, or cause to be given, all notices in
accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that

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the seal of the Corporation is affixed to all documents, the execution of which
on behalf of the Corporation under its seal is duly authorized or required; (d)
keep a register of the post office address of each shareholder; (e) have general
charge of the stock transfer books of the Corporation; and (f) in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors.

     4.8 Treasurer. The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the Corporation; (b) receive and
give receipts for monies due and payable to the Corporation from any source
whatsoever; (c) deposit all such monies in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article 5 of these Bylaws; (d) keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation;
(e) render to the President and Directors at each regular meeting of the Board,
or whenever they may require it, an account of all of such transactions and the
financial condition of the Corporation; and (f) in general, perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors. If
required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Board of Directors shall determine.

     4.9 Other Officers. Such other Officers, assistant Officers and agents,
which may be elected or appointed by the Board of Directors, shall perform such
duties as shall be assigned to them by the Board of Directors.

     4.10 Salaries. The salaries of the Officers shall be fixed from time to
time by the Board of Directors. No Officer shall be prevented from receiving
such salary by reason of the fact that he is also a Director of the Corporation.

                                    ARTICLE 5
                         CONTRACTS, LOANS, AND DEPOSITS

     5.1 Contracts. The Board of Directors may authorize any Officer or
Officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

     5.2 Loans. No loans shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.

     5.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such Officer of Officers, agent or agents of the
Corporation in such manner as shall from time to time be determined by the Board
of Directors.

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     5.4 Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may select.

                                    ARTICLE 6
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     6.1 Certificates for Shares. Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed be the President and by the
Secretary or by such other Officers authorized by law and by the Board of
Directors. All certificates for shares shall be numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors may prescribe.

     6.2 Transfer of Shares. Transfer of shares of the Corporation shall be made
only on the stock transfer books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate 10 for such shares. The person in
whose name the shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.

                                    ARTICLE 7
                                   FISCAL YEAR

     7.1 The fiscal year of the Corporation shall be determined by the Board of
Directors.

                                    ARTICLE 8
                                    DIVIDENDS

     8.1 The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and the Certificate of Incorporation.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation and the laws of
the State of Oklahoma.

                                    ARTICLE 9
                                      SEAL

     9.1 The Board of Directors shall provide a corporate seal which shall have
inscribed thereon the name of the Corporation and the words "Corporate Seal."

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                                   ARTICLE 10
                                WAIVER OF NOTICE

     10.1 Unless otherwise provided by law, whenever any notice is required to
be given to any shareholder or Director of the Corporation under the provisions
of these Bylaws or under the provisions of the Certificate of Incorporation, 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 to the giving of such notice.

                                   ARTICLE 11
                                   AMENDMENTS

     11.1 These Bylaws may be altered, amended, or repealed and new Bylaws may
be adopted by affirmative vote of the shareholders representing fifty-one
percent (51%) of all the shares issued and outstanding, at any annual
shareholders' meeting or at any special shareholders' meeting when the proposed
amendment has been set out in the notice of such meeting, or by the Board of
Directors at any regular or special meeting of the Board when the proposed
amendment has been set out in the notice of such meeting.

                                   ARTICLE 12
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     12.1 Indemnification: Actions Other Than By 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 he
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, court costs, judgments,
fines and amounts paid in settlement) actually and reasonably incurred by him in
connection with such action, suit or proceeding, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     12.2 Indemnification: Actions By 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 he 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

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(including attorneys' fees, court costs and fines) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation, unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but 12 in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

     12.3 Right to Indemnification. To the extent that any present or former
director, officer and employee and any person who is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, or any agent
of the Corporation or any person who is or was serving at the request of the
Corporation as an agent of another corporation, partnership, joint venture,
trust or other enterprise, has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 and 2 of
this Article 12, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

     12.4 Authorization of Indemnification. Any indemnification under Sections 1
and 2 of this Article 12 (unless ordered by a court) shall be made by the
Corporation only upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 1 and 2 of this Article 12.
Such determination shall be made: (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding; or (ii) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or (iii) by the shareholders.

     12.5 Advance Indemnification. Expenses incurred by an officer or director
in defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article 12. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

     12.6 Non-Exclusive Indemnification. The indemnification provided by this
Article 12 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while 13 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.

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     12.7 Insurance. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article 12.

     12.8 Modification or Repeal. No modification or repeal of any of the
provisions under this Article 12 shall operate retroactively or impair the
rights of any person which shall have accrued hereunder.

     12.9 Constituent Corporation. For the purpose of this Article, 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 12 with respect to the resulting
or surviving corporation in the same capacity.

                            CERTIFICATE OF SECRETARY

         The undersigned, being the duly elected and acting Secretary of the
Corporation, hereby certifies that the foregoing Amended and Restated Bylaws,
after having been read section by section, were approved by the Board of
Directors of this Corporation on the 11th day of June, 2001.

         DATED this 11th day of June, 2001.


                                       /s/ ROBERT B. WAGNER
                                       -----------------------------------
                                       Robert B. Wagner, Secretary

[SEAL]

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