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                                                                     Exhibit 3.3


                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                     TWEETER HOME ENTERTAINMENT GROUP, INC.


                                    ARTICLE I

                                   Definitions

      For purposes of these By-laws, the following words shall have the meanings
set forth below:

      (a)   "Certificate" shall mean the Certificate of Incorporation of the
Corporation, as amended from time to time.

      (b)   "Common Stock" shall mean the Preferred Stock, no par value, of the
Corporation.

      (c)   "Corporation" shall mean Tweeter Home Entertainment Group, Inc.

      (d)   "DGCL" shall mean the Delaware General Corporation Law, as amended
from time to time.

      (e)   "Equity Stock" shall mean the Common Stock and the Preferred Stock
of the Corporation.

      (f)   "Preferred Stock" shall mean the preferred stock, no par value, of
the Corporation.

      (g)   "Public Announcement" shall mean: (i) disclosure in a press release
reported by the Dow Jones News Service, Associated Press or other similar
national news service, (ii) a report or other document filed publicly with the
Securities and Exchange Commission (including, without limitation, a Current
Report on Form 8-K) or (iii) a letter or report sent to stockholders of record
of the Corporation at the time of the mailing of such letter or report.


                                   ARTICLE II

                            Meetings of Stockholders

      2.1   Places of Meetings. All meetings of the stockholders shall be held
at such place, either within or without the State of Delaware, as from time to
time may be fixed by the majority of the Board of Directors, the Chairman of the
Board, if one is elected, or the Chief Executive Officer, if one is elected, or
the President, which place may subsequently be changed at any time by vote of
the Board of Directors.


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      2.2   Annual Meetings. The annual meeting of the stockholders of the
corporation shall be held on the last Tuesday in January in each year, at such
time and place within the United States as may be designated in the notice of
meeting. If this date falls on a legal holiday in any year, the meeting shall be
held on the next succeeding business day. A special meeting of the stockholders
in lieu of the annual meeting may be held at such date and time as shall be
determined by a majority of the Board of Directors and such special meeting
shall have, for the purposes of these By-laws or otherwise, all the force and
effect of an annual meeting. All references hereafter in these By-laws to an
annual meeting or annual meetings also shall be deemed to refer to any special
meeting(s) in lieu thereof.

      At any annual meeting of stockholders or any special meeting in lieu of
annual meeting of stockholders, only such business shall be conducted, and only
such proposals shall be acted upon, as shall have been properly brought before
such annual meeting. To be considered as properly brought before an annual
meeting, business must be: (a) specified in the notice of meeting, (b) otherwise
properly brought before the meeting by, or at the direction of, the Board of
Directors, or (c) otherwise properly brought before the meeting by any holder of
record (both as of the time notice of such proposal is given by the stockholder
as set forth below and as of the record date for the annual meeting in question)
of any shares of capital stock of the Corporation entitled to vote at such
annual meeting who complies with the requirements set forth in Section 2.9.

      2.3   Special Meetings. Except as otherwise required by law and subject to
the rights, if any, of the holders of any series of the Preferred Stock of the
Corporation, special meetings of the stockholders may be called only by the
Board of Directors pursuant to a resolution approved by the affirmative vote of
a majority of the directors then in office, by the Chairman of the Board, if one
is elected, or by the Chief Executive Officer, if one is elected. Only those
matters set forth in the notice of the special meeting may be considered or
acted upon at a special meeting of stockholders of the Corporation, unless
otherwise provided by law.

      2.4   Notice of Meetings; Adjournments. A written notice of each annual
meeting stating the hour, date and place of such annual meeting shall be given
by the Secretary or an Assistant Secretary of the Corporation (or other person
authorized by these By-laws or by law) not less than 10 days nor more than 60
days before the annual meeting, to each stockholder entitled to vote thereat and
to each stockholder who, by law or under the Certificate or under these By-laws,
is entitled to such notice, by delivering such notice to him or her or by
mailing it, postage prepaid, addressed to such stockholder at the address of
such stockholder as it appears on the stock transfer books of the Corporation.
Such notice shall be deemed to be delivered when hand-delivered to such address
or deposited in the mail so addressed, with postage prepaid.

      Notice of all special meetings of stockholders shall be given in the same
manner as provided for annual meetings, except that the written notice of all
special meetings shall state the purpose or purposes for which the meeting has
been called.


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      Notice of an annual meeting or special meeting of stockholders need not be
given to a stockholder if a written waiver of notice is signed before or after
such meeting by such stockholder or if such stockholder attends such meeting,
unless such attendance was for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting was not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any annual meeting or special meeting of stockholders need be
specified in any written waiver of notice.

      The Board of Directors may postpone and reschedule any previously
scheduled annual meeting or special meeting of stockholders and any record date
with respect thereto, regardless of whether any notice or public disclosure with
respect to any such meeting has been sent or made pursuant to this Section 2.4
or otherwise. In no event shall the Public Announcement of an adjournment,
postponement or rescheduling of any previously scheduled meeting of stockholders
commence a new time period for the giving of a stockholder's notice under
Section 2.9 of these By-laws.

      When any meeting is convened, the presiding officer of the meeting may
adjourn the meeting if (a) no quorum is present for the transaction of business,
(b) the Board of Directors determines that adjournment is necessary or
appropriate to enable the stockholders to consider fully information that the
Board of Directors determines has not been made sufficiently or timely available
to stockholders or (c) the Board of Directors determines that adjournment is
otherwise in the best interests of the Corporation. When any annual meeting or
special meeting of stockholders is adjourned to another hour, date or place,
notice need not be given of the adjourned meeting, other than an announcement at
the meeting at which the adjournment is taken, of the hour, date and place to
which the meeting is adjourned; provided, however, that if the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote thereat and each stockholder who, by
law or under the Certificate or under these By-laws, is entitled to such notice.

      2.5   Quorum. Except as otherwise required by the Certificate or law, any
number of stockholders together holding at least a majority of the outstanding
shares of capital stock entitled to vote with respect to the business to be
transacted, who shall be present in person or represented by proxy at any
meeting duly called, shall constitute a quorum for the transaction of business.
Where a separate vote by class or series is required, a majority of the
outstanding shares of such class or series, present in person or represented by
proxy, shall constitute a quorum entitled to take action with respect to that
matter. If less than a quorum shall be in attendance at the time for which a
meeting shall have been called, the holders of voting stock representing a
majority of the voting power present at the meeting or represented by proxy or
the presiding officer may adjourn the meeting from time to time, and the meeting
may be held as adjourned without further notice. At such adjourned meeting at
which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed. The


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stockholders present at a duly constituted meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

      2.6   Voting and Proxies. Stockholders shall have one vote for each share
of stock entitled to vote owned by them of record according to the stock
transfer books of the Corporation, unless otherwise provided by law or by the
Certificate (or in any applicable certificate of designation with respect to
Preferred Stock). Stockholders may vote either in person, by written proxy, by
telephone proxy, or by an Internet proxy, but no proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer
period. Proxies shall be filed with the Secretary of the meeting, including
proxies submitted by telephone or through the Internet, before being voted.
Except as otherwise limited therein or as otherwise provided by law, proxies
authorizing a person to vote at a specific meeting shall entitle the persons
authorized thereby to vote at any adjournment of such meeting, but they shall
not be valid after final adjournment of such meeting. A proxy with respect to
stock held in the name of two or more persons shall be valid if executed by or
on behalf of any one of them (including a proxy executed by telephone or through
the Internet) unless at or prior to the exercise of the proxy the Corporation
receives a specific written notice to the contrary or a later dated, signed
proxy, including a proxy executed by telephone or through the Internet, from any
one of them. A proxy purporting to be executed by or on behalf of a stockholder
shall be deemed valid, and the burden of proving invalidity shall rest on the
challenger.

      2.7   Action at Meeting. When a quorum is present, any matter before any
meeting of stockholders shall be decided by the affirmative vote of the majority
of shares present in person or represented by proxy at such meeting and entitled
to vote on such matter, except where a larger vote is required by law, by the
Certificate or by these By-laws. Where a separate vote by a class or series is
required, the affirmative vote of the majority of shares of such class or series
present in person or represented by proxy at the meeting shall be the act of
such class or series. Any election of directors by stockholders shall be
determined by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors, except where a larger vote is required by law, by the Certificate or
by these By-laws. The Corporation shall not directly or indirectly vote any
shares of its own stock; provided, however, that the Corporation may vote shares
which it holds in a fiduciary capacity to the extent permitted by law.

      2.8   Stockholder List. The officer or agent having charge of the stock
transfer books of the Corporation shall make, at least 10 days before every
annual meeting or special meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting or any adjournment thereof, 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 10 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place


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shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the hour, date and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.

      2.9   Stockholder Proposals. In addition to any other applicable
requirements, for business to be properly brought before an annual or special
meeting by a stockholder of record, such stockholder shall: (a) be at the time
the proposal is submitted and continuing through the date of the meeting the
record or beneficial owner of at least 1% of the outstanding shares of capital
stock entitled to vote at such meeting and have held such shares for at least
one year, (b) give timely written notice as required by this Section 2.9 to the
Secretary of the Corporation and (c) be present at such meeting, either in
person or by a representative. For the first annual meeting following the
initial public offering of the Common Stock of the Corporation, a stockholder's
notice shall be timely if delivered to, or mailed to and received by, the
Corporation at its principal executive office not less than 120 days prior to
the date when the Corporation first mails to stockholders its proxy statement
for the meeting; provided, however, that in the event such annual meeting is
scheduled to be held on a date more than 30 days before or after the date
specified for annual meetings in the By-laws as in effect 120 days prior to such
first mailing, a stockholder's notice shall be timely if delivered to, or mailed
to and received by, the Corporation at its principal executive office on the
later of (i) 120 days prior to the date when the Corporation first mails to
stockholders its proxy statement for the meeting or (ii) the 15th day following
the day on which the Public Announcement of the date of such meeting is first
made by the Corporation. Subject to the following sentence, for all subsequent
annual meetings, a stockholder's notice shall be timely if delivered to, or
mailed to and received by, the Corporation at its principal executive office not
less than 120 days prior to the calendar day when the Corporation first mailed
to stockholders its proxy statement for the previous year's annual meeting. Not
withstanding the foregoing sentence, for annual meetings scheduled to be held on
a date more than 30 days before or after the anniversary date of the previous
year's annual meeting, and for all special meetings, a stockholder's notice
shall be timely if delivered to, or mailed to and received by, the Corporation
at its principal executive office on the later of (i) 120 days prior to the date
when the Corporation first mails to stockholders its proxy statement for the
meeting or (ii) the 15th day following the day on which the Public Announcement
of the date of such meeting is first made by the Corporation.

      A stockholder's notice to the Secretary of the Corporation shall set forth
as to each matter proposed to be brought before an annual meeting: (i) a brief
description of the business the stockholder desires to bring before such annual
meeting and the reasons for conducting such business at such annual meeting,
(ii) the name and address, as they appear on the stock transfer books of the
Corporation, of the stockholder proposing such business, (iii) the class and
number of shares of the capital stock of the Corporation beneficially owned by
the stockholder proposing such business, (iv) the names and addresses of the
beneficial owners, if any, of any capital stock of the Corporation registered in
such stockholder's name on such books, and the class and number of shares


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of the capital stock of the Corporation beneficially owned by such beneficial
owners, (v) the names and addresses of other stockholders known by the
stockholder proposing such business to support such proposal, and the class and
number of shares of the capital stock of the Corporation beneficially owned by
such other stockholders and (vi) any material interest of the stockholder
proposing to bring such business before such meeting (or any other stockholders
known to be supporting such proposal) in such proposal.

      If the Board of Directors or a designated committee thereof determines
that any stockholder proposal was not made in a timely fashion in accordance
with the provisions of this Section 2.9 or that the information provided in a
stockholder's notice does not satisfy the information requirements of this
Section 2.9 in any material respect, such proposal shall not be presented for
action at the annual meeting in question. If neither the Board of Directors nor
such committee makes a determination as to the validity of any stockholder
proposal in the manner set forth above, the presiding officer of the annual
meeting shall determine whether the stockholder proposal was made in accordance
with the terms of this Section 2.9. If the presiding officer determines that any
stockholder proposal was not made in a timely fashion in accordance with the
provisions of this Section 2.9 or that the information provided in a
stockholder's notice does not satisfy the information requirements of this
Section 2.9 in any material respect, such proposal shall not be presented for
action at the annual meeting in question. If the Board of Directors, a
designated committee thereof or the presiding officer determines that a
stockholder proposal was made in accordance with the requirements of this
Section 2.9, the presiding officer shall so declare at the annual meeting and
ballots shall be provided for use at the meeting with respect to such proposal.

      Notwithstanding the foregoing provisions of this Section 2.9, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder with respect to the matters set forth in this Section
2.9, and nothing in this Section 2.9 shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act (or any successor
provision thereof).

      2.10  Voting Procedures and Inspectors of Elections. The Corporation
shall, in advance of any meeting of stockholders, appoint one or more inspectors
to act at the meeting and make a written report thereof. The Corporation may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the presiding officer shall appoint one or more inspectors to act
at the meeting. Any inspector may, but need not, be an officer, employee or
agent of the Corporation. Each inspector, before entering upon the discharge of
his or her duties, shall take and sign an oath faithfully to execute the duties
of inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall perform such duties as are required by the DGCL,
including the counting of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors. The presiding officer may


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review all determinations made by the inspectors, and in so doing the presiding
officer shall be entitled to exercise his or her sole judgment and discretion
and he or she shall not be bound by any determinations made by the inspectors.
All determinations by the inspectors and, if applicable, the presiding officer,
shall be subject to further review by any court of competent jurisdiction.

      2.11  Presiding Officer. The Chairman of the Board, if one is elected, or
if not elected or in his or her absence, or the Chief Executive Officer, if one
is elected, or if not elected or in his or her absence, the President, shall
preside at all annual meetings or special meetings of stockholders and shall
have the power, among other things, to adjourn such meeting at any time and from
time to time, subject to Sections 2.4 and 2.5 of this Article II. The order of
business and all other matters of procedure at any meeting of the stockholders
shall be determined by the presiding officer.


                                   ARTICLE III

                                    Directors

      3.1   General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors and, except as
otherwise expressly provided by law, the Certificate or these By-laws, all of
the powers of the Corporation shall be vested in such Board.

      3.2   Number of Directors. The number of directors shall be fixed by
resolution duly adopted from time to time by the Board of Directors. The
directors shall hold office in the manner provided in the Certificate.

      3.3   Election and Removal of Directors; Quorum.

      (a)   Directors shall be elected and removed in the manner provided for in
Article VI of the Certificate.

      (b)   Vacancies in the Board of Directors shall be filled in the manner
provided for in Article VI of the Certificate.

      (c)   At any meeting of the Board of Directors, a majority of the number
of directors then in office shall constitute a quorum for the transaction of
business. If less than a quorum is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time, and the meeting may
be held as adjourned without further notice, except as provided in Section 3.6
of this Article III. Any business which might have been transacted at the
meeting as originally noticed may be transacted at such adjourned meeting at
which a quorum is present.

      (d)   No director need be a stockholder of the Corporation.


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      (e)   A director may resign at any time by giving written notice to the
Chairman of the Board, if one is elected, the Chief Executive Officer, if one is
elected, the President or the Secretary. A resignation shall be effective upon
receipt, unless the resignation otherwise provides.

      3.4   Regular Meetings. The regular annual meeting of the Board of
Directors shall be held, without notice other than this Section 3.4, on the same
date and at the same place as the annual meeting following the close of such
meeting of stockholders. Other regular meetings of the Board of Directors may be
held at such hour, date and place as the Board of Directors may by resolution
from time to time determine without notice other than such resolution.

      3.5   Special Meetings. Special meetings of the Board of Directors may be
called, orally or in writing, by or at the request of a majority of the
directors, the Chairman of the Board, if one is elected, or the Chief Executive
Officer, if one is elected, or the President. The person calling any such
special meeting of the Board of Directors may fix the hour, date and place
thereof.

      3.6   Notice of Meetings. Notice of the hour, date and place of all
special meetings of the Board of Directors shall be given to each director by
the Secretary or an Assistant Secretary, or in case of the death, absence,
incapacity or refusal of such persons, by the Chairman of the Board, if one is
elected, or the Chief Executive Officer, if one is elected, or such other
officer designated by the Chairman of the Board, if one is elected, or the Chief
Executive Officer or the President. Notice of any special meeting of the Board
of Directors shall be given to each director in person, by telephone, or by
facsimile or other written form of electronic communication, sent to his or her
business or home address, at least 24 hours in advance of the meeting, or by
written notice mailed to his or her business or home address, at least 48 hours
in advance of the meeting. Such notice shall be deemed to be delivered when hand
delivered to such address, read to such director by telephone, deposited in the
mail so addressed, with postage thereon prepaid if mailed, or dispatched or
transmitted if faxed.

      When any Board of Directors meeting, either regular or special, is
adjourned for 30 days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting. It shall not be necessary to give any notice
of the hour, date or place of any meeting adjourned for less than 30 days or of
the business to be transacted thereat, other than an announcement at the meeting
at which such adjournment is taken of the hour, date and place to which the
meeting is adjourned.

      A written waiver of notice signed before or after a meeting by a director
and filed with the records of the meeting shall be deemed to be equivalent to
notice of the 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 at the beginning of the meeting to
the transaction of any business because such meeting is not lawfully called or
convened. Except as otherwise required by law, by the Certificate


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or by these By-laws, neither the business to be transacted at, nor the purpose
of, any meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

      3.7   Nominations. Nominations of candidates for election as directors of
the Corporation at any annual meeting may be made only (a) by, or at the
direction of, a majority of the Board of Directors or (b) by a person who is the
record or beneficial owner, at the time the nomination is submitted and
continuing through the date of the meeting, of at least 1% of the outstanding
shares of capital stock entitled to vote at such meeting and have held such
shares for at least one year and who complies with the timing, informational and
other requirements set forth in this Section 3.7. Any such stockholder who has
complied with the timing, informational and other requirements set forth in this
Section 3.7 and who seeks to make such a nomination must be present at such
meeting, either in person or by a representative. Only persons nominated in
accordance with the procedures set forth in this Section 3.7 shall be eligible
for election as directors at an annual meeting.

      Nominations, other than those made by, or at the direction of, the Board
of Directors shall be made pursuant to timely notice in writing to the Secretary
of the Corporation as set forth in this Section 3.7. For the first annual
meeting following the initial public offering of the Common Stock of the
Corporation, a stockholder's notice shall be timely if delivered to, or mailed
to and received by, the Corporation at its principal executive office not less
than 120 days prior to the date when the Corporation first mails to stockholders
its proxy statement for the meeting; provided, however, that in the event the
annual meeting is scheduled to be held on a date more than 30 days before or
after the date specified for annual meetings in the By-laws as in effect 120
days prior to such first mailing, a stockholder's notice shall be timely if
delivered to, or mailed to and received by, the Corporation at its principal
executive office on the later of (i) 120 days prior to the date when the
Corporation first mails to stockholders its proxy statement for the meeting or
(ii) the 15th day following the day on which the Public Announcement of the date
of such meeting is first made by the Corporation. For all subsequent annual
meetings, a stockholder's notice shall be timely if delivered to, or mailed to
and received by, the Corporation at its principal executive office not less than
120 days prior to the calendar day when the Corporation first mailed to
stockholders its proxy statement for the previous year's annual meeting;
provided, however, that in the event the annual meeting is scheduled to be held
on a date more than 30 days before or after the anniversary date of the previous
year's annual meeting, a stockholder's notice shall be timely if delivered to,
or mailed to and received by, the Corporation at its principal executive office
on the later of (i) 120 days prior to the date when the Corporation first mails
to stockholders its proxy statement for the meeting or (ii) the 15th day
following the day on which the Public Announcement of the date of such meeting
is first made by the Corporation.

      A stockholder's notice to the Secretary of the Corporation shall set forth
as to each person whom the stockholder proposes to nominate for election or
re-election as a director: (1) the name, age, business address and residence
address of such person; (2) the


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principal occupation or employment of such person; (3) the class and number of
shares of the capital stock of the Corporation which are beneficially owned by
such person on the date of such stockholder notice; and (4) the consent of each
nominee to serve as a director if elected. A stockholder's notice to the
Secretary of the Corporation shall further set forth as to the stockholder
giving such notice: (a) the name and address, as they appear on the stock
transfer books of the Corporation, of such stockholder and of the beneficial
owners (if any) of the capital stock of the Corporation registered in such
stockholder's name and the name and address of other stockholders known by such
stockholder to be supporting such nominee(s); (b) the class and number of shares
of the capital stock of the Corporation which are held of record, beneficially
owned or represented by proxy by such stockholder and by any other stockholders
known by such stockholder to be supporting such nominee(s) on the record date
for the annual meeting in question (if such date shall then have been made
publicly available and shall be earlier than the date of such stockholder
notice) and on the date of such stockholder's notice; and (c) a description of
all arrangements or understandings between such stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by such stockholder.

      If the Board of Directors or a designated committee thereof determines
that any stockholder nomination was not made in accordance with the terms of
this Section 3.7 or that the information provided in a stockholder's notice does
not satisfy the informational requirements of this Section 3.7 in any material
respect, then such nomination shall not be considered at the annual meeting in
question. If neither the Board of Directors nor such committee makes a
determination as to whether a nomination was made in accordance with the
provisions of this Section 3.7, the presiding officer of the annual meeting
shall determine whether a nomination was made in accordance with such
provisions. If the presiding officer determines that any stockholder nomination
was not made in accordance with the terms of this Section 3.7 or that the
information provided in a stockholder's notice does not satisfy the
informational requirements of this Section 3.7 in any material respect, then
such nomination shall not be considered at the annual meeting in question. If
the Board of Directors, a designated committee thereof or the presiding officer
determines that a nomination was made in accordance with the terms of this
Section 3.7, the presiding officer shall so declare at the annual meeting and
ballots shall be provided for use at the meeting with respect to such nominee.

      Notwithstanding anything to the contrary in the second paragraph of this
Section 3.7, in the event that the number of directors to be elected to the
Board of Directors 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 60 days prior to the Anniversary Date,
a stockholder's notice required by this Section 3.7 shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if such notice shall be delivered to, or mailed to and received by,
the Corporation at its principal executive office not later than the close of
business on the 15th day following the day on which such Public Announcement is
first made by the Corporation.


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      No person shall be elected by the stockholders as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3.7. Election of directors at an annual meeting need not be by written
ballot, unless otherwise provided by the Board of Directors or presiding officer
at such annual meeting. If written ballots are to be used, ballots bearing the
names of all the persons who have been nominated for election as directors at
the annual meeting in accordance with the procedures set forth in this Section
3.7 shall be provided for use at the annual meeting.

      3.8   Action at Meeting and by Consent.

      (a)   At any meeting of the Board of Directors at which a quorum is
present, a majority of the directors present may take any action on behalf of
the Board of Directors, unless otherwise required by law, by the Certificate or
by these By-laws.

      (b)   Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if all members of the Board of
Directors consent thereto in writing. Such written consent shall be filed with
the records of the meetings of the Board of Directors and shall be treated for
all purposes as a vote at a meeting of the Board of Directors.

      3.9   Manner of Participation. Directors may participate in meetings of
the Board of Directors by means of conference telephone or similar
communications equipment by means of which all directors participating in the
meeting can hear each other, and participation in a meeting in accordance
herewith shall constitute presence in person at such meeting for purposes of
these By-laws.

      3.10  Compensation of Directors. By resolution of the Board of Directors,
directors may be allowed a fee for serving as a director and a fee and expenses
for attendance at a meeting of the Board, but nothing herein shall preclude
directors from serving the Corporation in other capacities and receiving
compensation for such other services; provided, however, that directors who are
serving the Corporation as employees and who receive compensation for their
services as such shall not receive any salary or other compensation for their
services as directors of the Corporation.


                                   ARTICLE IV

                                   Committees

      4.1   Executive Committee. The Board of Directors, by resolution duly
adopted, may designate an Executive Committee which shall consist of not less
than two directors. The members of the Executive Committee shall serve until
their successors are designated by the Board of Directors, until removed, or
until the Executive Committee is dissolved by the Board of Directors. All
vacancies that may occur in the Executive Committee shall be filled by the Board
of Directors.


                                      -11-
<PAGE>
      When the Board of Directors is not in session, the Executive Committee
shall have all power vested in the Board of Directors by law, by the
Certificate, or by these By-laws, except as otherwise provided in the DGCL or by
a resolution adopted by the Board of Directors. The Executive Committee shall
report at the next regular or special meeting of the Board of Directors all
action that the Executive Committee may have taken on behalf of the Board of
Directors since the last regular or special meeting of the Board of Directors.

      Meetings of the Executive Committee shall be held at such places and at
such times fixed by resolution of the Executive Committee. Not less than 12
hours' notice shall be given by letter, facsimile, or telephone (or in person)
of all meetings of the Executive Committee; provided, however, that notice need
not be given of regular meetings held at times and places fixed by resolution of
the Executive Committee and that meetings may be held at any time without notice
if all of the members of the Executive Committee are present or if those not
present waive notice in writing either before or after the meeting; provided,
further, that attendance at a meeting for the express purpose of objecting at
the beginning of a meeting to the transaction of any business because the
meeting is not lawfully convened shall not be considered a waiver of notice. A
majority of the members of the Executive Committee then serving shall constitute
a quorum for the transaction of business at any meeting of the Executive
Committee.

      4.2   Compensation Committee. The Board of Directors, by resolution duly
adopted, may designate a Compensation Committee which shall consist of two or
more non-employee directors. In addition, the Board of Directors at any time may
designate one or more alternate members of the Compensation Committee, who shall
be non-employee directors, who may act in place of any absent regular member
upon invitation by the chairman or secretary of the Compensation Committee.

      With respect to bonuses, the Compensation Committee shall have and may
exercise the powers to determine the amounts annually available for bonuses
pursuant to any bonus plan or formula approved by the Board of Directors, to
determine bonus awards to executive officers and to exercise such further powers
with respect to bonuses as may from time to time be conferred by the Board of
Directors.

      With respect to salaries, the Compensation Committee shall have and may
exercise the power to fix and determine from time to time all salaries of the
executive officers of the Corporation, and such further powers with respect to
salaries as may from time to time be conferred by the Board of Directors.

      The Compensation Committee shall administer the Corporation's stock
incentive plans and from time to time may grant, consistent with the plans,
stock options and other awards permissible under such plans.


                                      -12-
<PAGE>
      Vacancies in the Compensation Committee shall be filled by the Board of
Directors, and members of the Compensation Committee shall be subject to removal
by the Board of Directors at any time.

      The Compensation Committee shall, subject to the directives of the Board
of Directors, fix its own rules of procedure. A majority of the number of
regular members then serving on the Compensation Committee shall constitute a
quorum; and regular and alternate members present shall be counted to determine
whether there is a quorum. The Compensation Committee shall keep minutes of its
meetings, and all action taken by it shall be reported to the Board of
Directors.

      4.3   Audit Committee. The Board of Directors, by resolution duly adopted,
may designate an Audit Committee which shall consist of two or more directors
whose membership on the Audit Committee shall meet the requirements set forth in
the rules of the Nasdaq Stock Market for issuers with securities listed on the
Nasdaq National Market, as amended from time to time. Vacancies in the Audit
Committee shall be filled by the Board of Directors with directors meeting the
requirements set forth above, giving consideration to continuity of the Audit
Committee, and members shall be subject to removal by the Board of Directors at
any time. The Audit Committee shall, subject to the directives of the Board of
Directors, fix its own rules of procedure and a majority of the members serving
shall constitute a quorum. The Audit Committee shall meet at least twice per
year with both the Corporation's internal and the Corporation's outside auditors
present at each meeting and shall keep minutes of its meetings and all action
taken shall be reported to the Board of Directors. The Audit Committee shall
review the reports and minutes of any audit committees of the Corporation's
subsidiaries. The Audit Committee shall review the Corporation's financial
reporting process, including accounting policies and procedures. The Audit
Committee shall examine the report of the Corporation's outside auditors,
consult with them with respect to their report and the standards and procedures
employed by them in their audit, report to the Board of Directors the results of
its study and recommend the selection of auditors for each fiscal year.

      4.4   Nominating Committee. The Board of Directors, by resolution duly
adopted, may designate a Nominating Committee which shall consist of two or more
directors. The Nominating Committee shall make recommendations to the Board of
Directors regarding nominees for election as directors by the stockholders at
each annual meeting of stockholders and make such other recommendations
regarding tenure, and classification of directors as the Nominating Committee
may deem advisable from time to time. The Nominating Committee shall, subject to
the directives of the Board of Directors, fix its own rules of procedure and a
majority of the members then serving shall constitute a quorum.

      4.5   Other Committees. The Board of Directors, by resolution adopted, may
establish such other standing or special committees of the Board of Directors as
it may deem advisable, and the members, terms and authority of such committees
shall be as set forth in the resolutions establishing the same.


                                      -13-
<PAGE>
                                    ARTICLE V

                                    Officers

      5.1   Enumeration. The officers of the Corporation shall consist of a
President, a Treasurer, a Secretary and such other officers, including, without
limitation, a Chairman of the Board of Directors, a Chief Executive Officer, a
Chief Operating Officer and one or more Vice Presidents (including Executive
Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant
Treasurers and Assistant Secretaries, and such other officers as the Board of
Directors may determine. The Board of Directors shall have the authority,
subject to applicable law, to appoint two or more persons to any particular
office; including by way of example only, to appoint co-presidents of the
Corporation, and references herein to any such office shall mean each and all
person(s) so appointed to such office as aforesaid.

      5.2   Election. At the regular annual meeting of the Board following the
annual meeting of stockholders, the Board of Directors shall elect the
President, the Treasurer and the Secretary and may elect such other officers as
the Board of Directors may determine. The Board of Directors also may elect
officers at any other regular or special meeting of the Board of Directors.

      5.3   Qualification. No officer need be a stockholder or a director. Any
person may occupy more than one office of the Corporation at any time. Any
officer may be required by the Board of Directors to give bond for the faithful
performance of his or her duties in such amount and with such sureties as the
Board of Directors may determine.

      5.4   Tenure. Except as otherwise provided by the Certificate or by these
By-laws, each of the officers of the Corporation shall hold office until his or
her successor is elected and qualified or until his or her earlier resignation
or removal.

      5.5   Resignation. Any officer may resign by delivering his or her written
resignation to the Corporation addressed to the President or the Secretary, and
such resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

      5.6   Removal. Except as otherwise provided by law, the Board of Directors
may remove any officer with or without cause by the affirmative vote of a
majority of the directors then in office.

      5.7   Absence or Disability. In the event of the absence or disability of
any officer, the Board of Directors may designate another officer to act in
place of such absent or disabled officer.

      5.8   Vacancies. Any vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors.


                                      -14-
<PAGE>
      5.9   Chairman of the Board. The Chairman of the Board, if one is elected,
shall preside, when present, at all meetings of the stockholders and of the
Board of Directors. The Chairman of the Board shall have such other powers and
shall perform such other duties as the Board of Directors may from time to time
designate.

      5.10  Chief Executive Officer. The Chief Executive Officer, if one is
elected, shall have such powers and shall perform such duties as the Board of
Directors may from time to time designate. If there is no Chairman of the Board
or if he or she is absent, the Chief Executive Officer shall preside, when
present, at all meetings of stockholders and of the Board of Directors.

      5.11  President. The President shall, subject to the direction of the
Board of Directors and the Chief Executive Officer, if one is elected, have
general supervision and control of the Corporation's business. The President
shall have such other powers and perform such other duties as the Board of
Directors and the Chief Executive Officer, if one is elected, may from time to
time designate.

      5.12  Vice Presidents and Assistant Vice Presidents. Any Vice President
(including any Executive Vice President or Senior Vice President) and any
Assistant Vice President shall have such powers and shall perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

      5.13  Treasurer and Assistant Treasurers. The Treasurer shall, subject to
the direction of the Board of Directors and except as the Board of Directors or
the President may otherwise provide, have general charge of the financial
affairs of the Corporation and shall cause to be kept accurate books of account.
The Treasurer shall have custody of all funds, securities, and valuable
documents of the Corporation. He or she shall have such other duties and powers
as may be designated from time to time by the Board of Directors or the Chief
Executive Officer.

      Any Assistant Treasurer shall have such powers and perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

      5.14  Secretary and Assistant Secretaries. The Secretary shall record all
the proceedings of the meetings of the stockholders and the Board of Directors
(including committees of the Board) in books kept for that purpose. In his or
her absence from any such meeting, a temporary secretary chosen at the meeting
shall record the proceedings thereof. The Secretary shall have charge of the
stock ledger (which may, however, be kept by any transfer or other agent of the
Corporation). The Secretary shall have custody of the seal of the Corporation,
and the Secretary, or an Assistant Secretary, shall have authority to affix it
to any instrument requiring it, and, when so affixed, the seal may be attested
by his or her signature or that of an Assistant Secretary. The Secretary shall
have such other duties and powers as may be designated from time to time by the
Board of Directors or


                                      -15-
<PAGE>
the Chief Executive Officer. In the absence of the Secretary, any Assistant
Secretary may perform his or her duties and responsibilities.

      Any Assistant Secretary shall have such powers and perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

      5.15 Other Powers and Duties. Subject to these By-laws and to such
limitations as the Board of Directors may from time to time prescribe, the
officers of the Corporation shall each have such powers and duties as generally
pertain to their respective offices, as well as such powers and duties as from
time to time may be conferred by the Board of Directors, the Chairman of the
Board, or the Chief Executive Officer or the President.


                                   ARTICLE VI

                                  Capital Stock

      6.1   Certificates. Each stockholder shall be entitled to a certificate of
the capital stock of the Corporation in such form as may from time to time be
prescribed by the Board of Directors. Such certificate shall be signed by the
Chairman of the Board, the President or a Vice President and by the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary. The
Corporation seal and the signatures by the Corporation's officers, the transfer
agent or the registrar may be facsimiles. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, the certificate may be issued by the
Corporation with the same effect as if he or she were such officer, transfer
agent or registrar at the time of its issue.

      6.2   Lost, Destroyed and Mutilated Certificates. Holders of the shares of
the stock of the Corporation shall immediately notify the Corporation of any
loss, destruction or mutilation of the certificate therefor, and the Board of
Directors may in its discretion cause one or more new certificates for the same
number of shares in the aggregate to be issued to such stockholder upon the
surrender of the mutilated certificate or upon satisfactory proof of such loss
or destruction, and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.

      6.3   Transfer of Stock. Shares of stock of the Corporation shall be
transferable or assignable only on the stock transfer books of the Corporation
by the holder in person or by attorney upon surrender to the Corporation or its
transfer agent of the certificate theretofore properly endorsed or, if sought to
be transferred by attorney, accompanied by a written assignment or power of
attorney properly executed, with transfer stamps (if necessary) affixed, and
with such proof of the authenticity of signatures as the Corporation or its
transfer agent may reasonably require.

      6.4   Record Holders. Except as may otherwise be required by law, by the
Certificate or by these By-laws, the Corporation shall be entitled to treat the
record holder


                                      -16-
<PAGE>
of stock as shown on its books as the owner of such stock for all purposes,
including the payment of dividends and the right to vote with respect thereto,
regardless of any transfer, pledge or other disposition of such stock, until the
shares have been transferred on the books of the Corporation in accordance with
the requirements of these By-laws.

      It shall be the duty of each stockholder to notify the Corporation of his
or her postal address and any changes thereto.

      6.5   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 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 a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date: (a) in the case of
determination of stockholders entitled to vote at any meeting of stockholders,
shall, unless otherwise required by law, not be more than sixty nor less than
ten days before the date of such meeting and (b) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (i) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held and (ii) the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.


                                   ARTICLE VII

                                 Indemnification

      7.1   Definitions. For purposes of this Article VII:

      (a)   "Corporate Status" describes the status of a person who (i) in the
case of a Director, is or was a director of the Corporation and is or was acting
in such capacity, (ii) in the case of an Officer, is or was an officer, employee
or agent of the Corporation or is or was a director, officer, employee or agent
of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that such Officer is or was serving at the request of
the Corporation and (iii) in the case of a Non-Executive Officer, is or was an
employee of the Corporation or is or was a director, officer, employee or agent
of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that such Non-Executive Officer is or was serving at
the request of the Corporation;

      (b)   "Director" means any person who serves or has served the Corporation
as a director on the Board of Directors;


                                      -17-
<PAGE>
      (c)   "Disinterested Director" means, with respect to each Proceeding in
respect of which indemnification is sought hereunder, a Director of the
Corporation who is not and was not a party to such Proceeding;

      (d)   "Executive Officer" means any person who serves or who has served as
the Chief Executive Officer or the President of the Corporation, or any other
person expressly designated as an Executive Officer by resolution of the Board
of Directors.

      (e)   "Expenses" means all reasonable attorneys' fees, retainers, court
costs, transcript costs, fees of expert witnesses, private investigators and
professional advisors (including, without limitation, accountants and investment
bankers), travel expenses, duplicating costs, printing and binding costs, costs
of preparation of demonstrative evidence and other courtroom presentation aids
and devices, costs incurred in connection with document review, organization,
imaging and computerization, telephone charges, postage, delivery service fees,
and all other disbursements, costs or expenses of the type customarily incurred
in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, settling or otherwise
participating in, a Proceeding;

      (f)   "Non-Executive Officer Employee " means any person who serves or has
served as an employee or officer of the Corporation, but who is not or was not a
Director or an Executive Officer; and

      (g)   "Proceeding" means any threatened, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, inquiry,
investigation, administrative hearing or other proceeding, whether civil,
criminal, administrative, arbitrative or investigative.

      7.2   Indemnification of Directors and Executive Officers. Subject to the
operation of Section 7.4 of these By-laws, each Director and Executive Officer
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment) against any and
all Expenses, judgments, penalties, fines and amounts reasonably paid in
settlement, in each case to the extent actually and reasonably incurred by such
Director or Executive Officer or on such Director's or Executive Officer's
behalf in connection with any threatened, pending or completed Proceeding or any
claim, issue or matter therein, which such Director or Officer is, or is
threatened to be made, a party to or participant in by reason of such Director's
or Executive Officer's Corporate Status, if such Director or Executive Officer
acted in good faith and in a manner such Director or Executive Officer
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The rights of indemnification
provided by this Section 7.2 shall exist as to a Director or Executive Officer
after he or she has ceased to be a Director or Executive Officer and shall inure
to


                                      -18-
<PAGE>
the benefit of his or her heirs, executors, administrators and personal
representatives. Notwithstanding the foregoing, the Corporation shall indemnify
any Director or Executive Officer seeking indemnification in connection with a
Proceeding initiated by such Director or Executive Officer only if such
Proceeding was authorized by the Board of Directors. The Company hereby agrees
to indemnify such Director's or Executive Officer's spouse (whether by statute
or at common law and without regard to the location of the governing
jurisdiction) and children as express third-party beneficiaries hereunder to the
same extent and subject to the same limitations applicable to such Director or
Officer hereunder for claims arising out of the status of such person as a
spouse or child of such Director or Officer, including claims seeking damages
from marital property (including community property) or property held by such
Director or Executive Officer and such spouse or property transferred to such
spouse or child.

      7.3   Indemnification of Non-Executive Officer Employees. Subject to the
operation of Section 7.4 of these By-laws, each Non-Executive Officer Employee
may, in the discretion of the Board of Directors, be indemnified by the
Corporation to the fullest extent authorized by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment), against any and all Expenses, judgments, penalties, fines
and amounts reasonably paid in settlement, in each case to the extent actually
and reasonably incurred by such Non-Executive Officer Employee or on such
Non-Executive Officer Employee's behalf in connection with any threatened,
pending or completed Proceeding, or any claim, issue or matter therein, which
such Non-Executive Officer Employee is, or is threatened to be made, a party to
or participant in by reason of such Non-Executive Officer Employee's Corporate
Status, if such Non-Executive Officer Employee acted in good faith and in a
manner such Non-Executive Officer Employee reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The rights of indemnification provided by this Section 7.3 shall exist
as to a Non-Executive Officer Employee after he or she has ceased to be a
Non-Executive Officer Employee and shall inure to the benefit of his or her
heirs, personal representatives, executors and administrators. Notwithstanding
the foregoing, the Corporation may indemnify any Non-Executive Officer Employee
seeking indemnification in connection with a Proceeding initiated by such
Non-Executive Officer Employee only if such Proceeding was authorized by the
Board of Directors. The Company hereby agrees to indemnify such Non-Executive
Officer Employee's spouse (whether by statute or at common law and without
regard to the location of the governing jurisdiction) and children as express
third-party beneficiaries hereunder to the same extent and subject to the same
limitations applicable to such Non-Executive Officer Employee hereunder for
claims arising out of the status of such person as a spouse or child of such
Non-Executive Officer Employee, including claims seeking damages from marital
property (including community property) or property held by such Non-Executive
Officer Employee and such spouse or property transferred to such spouse or
child.


                                      -19-
<PAGE>
      7.4   Good Faith. Unless ordered by a court, no indemnification shall be
provided pursuant to this Article VII to a Director, to an Executive Officer or
to a Non-Executive Officer Employee unless a determination shall have been made
that such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Corporation and,
with respect to any criminal Proceeding, such person had no reasonable cause to
believe his or her conduct was unlawful. Such determination shall be made by (a)
a majority vote of the Disinterested Directors, even though less than a quorum
of the Board of Directors, (b) if there are no such Disinterested Directors, or
if a majority of Disinterested Directors so direct, by independent legal counsel
in a written opinion or (c) by the stockholders of the Corporation.

      7.5   Notice/Cooperation by Indemnitee. Any Director, Executive Officer or
Non-Executive Officer Employee shall, as a condition precedent to his or her
right to be indemnified under these By-laws, give the Company notice in writing
as soon as practicable of any claim made against such Director, Executive
Officer or Non-Executive Officer Employee for which indemnification will or
could be sought under these By-laws. Such notice shall contain the written
affirmation of the Director, Executive Officer or Non-Executive Officer Employee
that the standard of conduct necessary for indemnification hereunder has been
satisfied. Notice to the Company shall be directed to the Chief Executive
Officer of the Company in the manner set forth below. The Director, Executive
Officer or Non-Executive Officer Employee shall give the Company such
information and cooperation as it may reasonably require and as shall be within
such Director, Executive Officer or Non-Executive Officer Employee's power. A
delay in giving notice under this Section 7.5 shall not invalidate the Director,
Executive Officer or Non-Executive Officer Employee's right to be indemnified
under these By-laws unless such delay prejudices the defense of the claim or the
availability to the Company of insurance coverage for such claim. All notices,
requests, demands and other communications under these By-laws shall be in
writing and shall be deemed duly given (i) if delivered by hand and receipted
for by the party addressed, on the date of such receipt or (ii) if mailed by
domestic certified or registered mail with postage prepaid, on the third
business day after the date postmarked.

      7.6   Advancement of Expenses to Directors Prior to Final Disposition.

      The Corporation shall advance all Expenses incurred by or on behalf of any
Director or Executive Officer in connection with any Proceeding in which such
Director or Executive Officer is involved by reason of such Director's or
Executive Officer's Corporate Status within 10 days after the receipt by the
Corporation of a written statement from such Director or Executive Officer
requesting such advance or advances from time to time, whether prior to or after
final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the Expenses incurred by such Director or Executive Officer
and shall be preceded or accompanied by an undertaking by or on behalf of such
Director or Executive Officer to repay any Expenses so advanced if it shall
ultimately be


                                      -20-
<PAGE>
determined that such Director or Executive Officer is not entitled to be
indemnified against such Expenses.

      7.7   Advancement of Expenses to Non-Executive Officer Employees Prior to
Final Disposition. The Corporation may, in the discretion of the Board of
Directors, advance any or all Expenses incurred by or on behalf of any
Non-Executive Officer Employee in connection with any Proceeding in which such
Non-Executive Officer Employee is involved by reason of Non-Executive Officer
Employee's Corporate Status upon the receipt by the Corporation of a statement
or statements from such Non-Executive Officer Employee requesting such advance
or advances from time to time, whether prior to or after final disposition of
such Proceeding. Such statement or statements shall reasonably evidence the
Expenses incurred by such Non-Executive Officer Employee and shall be preceded
or accompanied by an undertaking by or on behalf of such Non-Executive Officer
Employee to repay any Expenses so advanced if it shall ultimately be determined
that such Non-Executive Officer Employee is not entitled to be indemnified
against such Expenses.

      7.8   Nature of Rights. The foregoing provisions of this Article VII shall
be deemed to be a contract between the Corporation and each Director and
Executive Officer entitled to the benefits hereof at any time while this Article
VII is in effect, and any repeal or modification thereof shall not affect any
rights or obligations then existing with respect to any state of facts then or
theretofore existing or any Proceeding theretofore or thereafter brought based
in whole or in part upon any such state of facts. If a claim for indemnification
or advancement of Expenses hereunder by a Director or Executive Officer is not
paid in full by the Corporation within (a) 60 days after the receipt by the
Corporation of a written claim for indemnification or (b) 10 days after the
receipt by the Corporation of documentation of Expenses and the required
undertaking, such Director or Executive Officer may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim, and if
successful in whole or in part, such Director or Executive Officer shall also be
entitled to be paid the expenses of prosecuting such claim.

      The failure of the Corporation (including its Board of Directors or any
committee thereof, independent legal counsel, or stockholders) to make a
determination concerning the permissibility of such indemnification or
advancement of Expenses for a Director and Executive Officer under this Article
VII shall not be a defense to the action and shall not create a presumption that
such indemnification or advancement is not permissible. It is the parties'
intention that if the Company contests any Director's or Executive Officer's
right to indemnification, the question of such Director's or Executive Officer's
right to indemnification shall be for the court to decide, and neither the
failure of the Company (including its Board of Directors, any committee or
subgroup of the Board of Directors, independent legal counsel, or its
shareholders) to have made a determination that indemnification of such Director
or Executive Officer is proper in the circumstances because the Director or
Executive Officer has met the applicable standard of conduct required by
applicable law, nor an actual determination by the Company (including its Board
of Directors, any committee or subgroup of the Board of Directors, independent


                                      -21-
<PAGE>
legal counsel, or its stockholders) that the Director or Executive Officer has
not met such applicable standard of conduct, shall create a presumption that
such Director or Executive Officer has or has not met the applicable standard of
conduct.

      The foregoing provisions of this Article VII shall not be deemed to be a
contract between the Corporation and any Non-Executive Officer Employee, and
shall not entitle any such Non-Executive Officer Employee to indemnification
hereunder absent a specific determination, evidenced by a resolution, of the
Board of Directors to provide such indemnification to such Non-Executive Officer
Employee.

      7.9   Non-Exclusivity of Rights. The rights to (in the case of Directors
and Executive Officers), and the possibility of (in the case of Non-Executive
Officer Employees), indemnification and advancement of Expenses set forth in
this Article VII shall not be exclusive of any other right which any Director,
Officer or Non-Executive Officer Employee may have or hereafter acquire under
any statute, provision of the Certificate or these By-laws, agreement, vote of
stockholders or Disinterested Directors or otherwise.

      7.10  Partial Indemnification. If any Director or Executive Officer is
entitled under any provision of these By-laws to indemnification by the Company
for some or a portion of the expenses, judgments, fines or penalties actually or
reasonably incurred by him in the investigation, defense, appeal or settlement
of any civil or criminal action or proceeding, but not, however, for the total
amount thereof, the Company shall nevertheless indemnify such Director or
Executive Officer for the portion of such expenses, judgments, fines or
penalties to which such Director or Executive Officer is entitled.

      7.11  Mutual Acknowledgment. By accepting any potential benefits under
this Article VII each Director, Executive Officer or Non-Executive Officer
Employee acknowledges that in certain instances, Federal law or applicable
public policy may prohibit the Company from indemnifying its directors, officers
and employees under these By-laws or otherwise. The Director, Officer or
Non-Executive Officer employee understands and acknowledges that the Company has
undertaken and may be required in the future to undertake with the Securities
and Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Company's right under public
policy to indemnify any Director, Officer or Non-Executive Officer Employee with
respect to certain matters.

      7.12  Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any Director, Officer or Non-Executive Officer Employee
against any liability of any character asserted against or incurred by the
Corporation or any such Director, Officer or Non-Executive Officer Employee, or
arising out of any such person's Corporate Status, whether or not the
Corporation would have the power to indemnify such person against such liability
under the DGCL or the provisions of this Article VII.


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<PAGE>
                                  ARTICLE VIII

                            Miscellaneous Provisions

      8.1   Seal. The seal of the Corporation shall consist of a flat-faced
circular die, of which there may be any number of counterparts, on which there
shall be engraved the word "Seal" and the name of the Corporation. The Board of
Directors shall have the power to adopt and alter the seal of the Corporation.

      8.2   Fiscal Year. The fiscal year of the Corporation shall end on such
date and shall consist of such accounting periods as may be fixed by the Board
of Directors.

      8.3   Checks, Notes and Drafts. Checks, notes, drafts and other orders for
the payment of money shall be signed by such persons as the Board of Directors
from time to time may authorize. When the Board of Directors so authorizes,
however, the signature of any such person may be a facsimile.

      8.4   Execution of Instruments. All deeds, leases, transfers, contracts,
bonds, notes and other obligations to be entered into by the Corporation in the
ordinary course of its business without director action may be executed on
behalf of the Corporation by the Chairman of the Board, if one is elected, the
Chief Executive Officer, if one is elected, the President or the Treasurer or
any other officer, employee or agent of the Corporation as the Board of
Directors or Executive Committee may authorize.

      8.5   Resident Agent. The Board of Directors may appoint a resident agent
upon whom legal process may be served in any action or proceeding against the
Corporation.

      8.6   Corporate Records. The original or attested copies of the
Certificate, By-laws and records of all meetings of the incorporators,
stockholders and the Board of Directors and the stock transfer books, which
shall contain the names of all stockholders, their record addresses and the
amount of stock held by each, may be kept outside the State of Delaware and
shall be kept at the principal office of the Corporation, at the office of its
counsel or at an office of its transfer agent or at such other place or places
as may be designated from time to time by the Board of Directors.

      8.7   Amendment of By-laws.

      (a)   Amendment by Directors. Except as provided otherwise by law, these
By-laws may be amended or repealed by the Board of Directors by the affirmative
vote of a majority of the directors then in office.

      (b)   Amendment by Stockholders. These By-laws may be amended or repealed
at any annual meeting of stockholders, or special meeting of stockholders called
for such purpose, by the affirmative vote of at least 75% of the shares present
in person or


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<PAGE>
represented by proxy at such meeting and entitled to vote on such amendment or
repeal, voting together as a single class.

      8.8   Voting of Stock Held. Unless otherwise provided by resolution of the
Board of Directors or of the Executive Committee, if any, the Chairman of the
Board, if one is elected, the Chief Executive Officer, if one is elected, the
President or the Treasurer may from time to time waive notice of and act on
behalf of this Corporation, or appoint an attorney or attorneys or agent or
agents of the Corporation, in the name and on behalf of the Corporation, to cast
the vote that the Corporation may be entitled to cast as a stockholder or
otherwise in any other corporation, any of whose securities may be held by the
Corporation, at meetings of the holders of the shares or other securities of
such other corporation, or to consent in writing to any action by any such other
corporation; and the Chairman of the Board, if one is elected, the Chief
Executive Officer, if one is elected, the President or the Treasurer shall
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent and may execute or cause to be executed on behalf
of the Corporation, and under its corporate seal or otherwise, such written
proxies, consents, waivers or other instruments as may be necessary or proper in
the premises. In lieu of such appointment, the Chairman of the Board, if one is
elected, the Chief Executive Officer, if one is elected, the President or the
Treasurer may himself or herself attend any meetings of the holders of shares or
other securities of any such other corporation and there vote or exercise any or
all power of the Corporation as the holder of such shares or other securities of
such other corporation.


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