<PAGE>

                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                               MODEM MEDIA, INC.
                            (a Delaware corporation)



                             Effective June 5, 2000

<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                  Page
                                                                                  ----
<S>               <C>                                                            <C>
ARTICLE I CORPORATE OFFICES.....................................................  4
             1.1      REGISTERED OFFICE.........................................  4
             1.2      OTHER OFFICES.............................................  4
ARTICLE II MEETINGS OF STOCKHOLDERS.............................................  4
             2.1      PLACE OF MEETINGS.........................................  4
             2.2      ANNUAL MEETING............................................  4
             2.3      SPECIAL MEETING...........................................  4
             2.4      NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS............  4
             2.5      ORGANIZATION..............................................  7
             2.6      NOTICE OF STOCKHOLDERS' MEETINGS..........................  7
             2.7      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE..............  7
             2.8      QUORUM....................................................  8
             2.9      ADJOURNED MEETING; NOTICE.................................  8
             2.10     VOTING....................................................  8
             2.11     VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT.........  9
             2.12     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING................  9
             2.13     PROXIES...................................................  9
             2.14     INSPECTORS OF ELECTION....................................  10
ARTICLE III DIRECTORS...........................................................  10
             3.1      POWERS....................................................  10
             3.2      NUMBER AND TERM OF OFFICE.................................  10
             3.3      RESIGNATION AND VACANCIES.................................  11
             3.4      REMOVAL...................................................  11
             3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE..................  11
             3.6      FIRST MEETINGS............................................  12
             3.7      REGULAR MEETINGS..........................................  12
             3.8      SPECIAL MEETINGS; NOTICE..................................  12
             3.9      QUORUM....................................................  12
             3.10     WAIVER OF NOTICE..........................................  13
             3.11     ADJOURNMENT...............................................  13
             3.12     NOTICE OF ADJOURNMENT.....................................  13
             3.13     BOARD ACTION BY CONSENT WITHOUT A MEETING.................  13
             3.14     ORGANIZATION..............................................  13
             3.15     FEES AND COMPENSATION OF DIRECTORS........................  13
             3.16     APPROVAL OF LOANS TO OFFICERS.............................  13
ARTICLE IV COMMITTEES...........................................................  14
             4.1      COMMITTEES OF DIRECTORS...................................  14
             4.2      MEETINGS AND ACTION OF COMMITTEES.........................  14
ARTICLE V OFFICERS..............................................................  14
             5.1      OFFICERS..................................................  14
</TABLE>
                                                                               2
<PAGE>

<TABLE>
<CAPTION>
                                                                                  Page
                                                                                  ----
<S>               <C>                                                             <C>
            5.2  ELECTION OF OFFICERS............................................ 15
            5.3  SUBORDINATE OFFICERS............................................ 15
            5.4  REMOVAL AND RESIGNATION OF OFFICERS............................. 15
            5.5  VACANCIES IN OFFICES............................................ 15
            5.6  CHAIRMAN OF THE BOARD........................................... 15
            5.7  CHIEF EXECUTIVE OFFICER......................................... 16
            5.8  PRESIDENT....................................................... 16
            5.9  VICE PRESIDENTS................................................. 16
            5.10 SECRETARY....................................................... 16
            5.11 CHIEF FINANCIAL OFFICER......................................... 17
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS.. 17
            6.1  INDEMNIFICATION OF DIRECTORS AND OFFICERS....................... 17
            6.2  INDEMNIFICATION OF OTHERS....................................... 17
            6.3  INSURANCE....................................................... 18
            6.4  EXPENSES........................................................ 18
            6.5  NON-EXCLUSIVITY OF RIGHTS....................................... 18
            6.6  SURVIVAL OF RIGHTS.............................................. 18
            6.7  AMENDMENTS...................................................... 18
ARTICLE VII RECORDS AND REPORTS................................................ 19
            7.1  MAINTENANCE AND INSPECTION OF RECORDS........................... 19
            7.2  INSPECTION BY DIRECTORS......................................... 19
            7.3  REPRESENTATION OF SHARES OF OTHER CORPORATIONS.................. 19
ARTICLE VIII GENERAL MATTERS..................................................... 19
            8.1  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING........... 19
            8.2  CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS....................... 20
            8.3  CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED.............. 20
            8.4  STOCK CERTIFICATES; PARTLY PAID SHARES.......................... 20
            8.5  SPECIAL DESIGNATION ON CERTIFICATES............................. 20
            8.6  LOST CERTIFICATES............................................... 21
            8.7  CONSTRUCTION; DEFINITIONS....................................... 21
ARTICLE IX AMENDMENTS............................................................ 21

</TABLE>

                                                                               3
<PAGE>

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                               MODEM MEDIA, INC.
                            (a Delaware corporation)

                                   ARTICLE I
                               CORPORATE OFFICES
1.1  REGISTERED OFFICE

The registered office of the corporation shall be fixed in the Certificate of
Incorporation of the corporation.

1.2  OTHER OFFICES

The board of directors may at any time establish branch or subordinate offices
at any place or places where the corporation is qualified to do business.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

2.1  PLACE OF MEETINGS

Meetings of stockholders shall be held at any place within or outside the State
of Delaware designated by the board of directors.  In the absence of any such
designation, stockholders' meetings shall be held at the registered office of
the corporation.

2.2  ANNUAL MEETING

The annual meeting of stockholders shall be held each year on a date and at a
time designated by the board of directors.  In the absence of such designation,
the annual meeting of stockholders shall be held on the third Thursday in May of
each year at 10:00 a.m.  However, if such day falls on a legal holiday, then the
meeting shall be held at the same time and place on the next succeeding full
business day.  At the meeting, directors shall be elected, and any other proper
business, brought in accordance with Section 2.4, may be transacted.

2.3  SPECIAL MEETING

A special meeting of the stockholders may be called at any time by the board of
directors, the chairman of the board or the chief executive officer, but such
special meetings may not be called by any other person or persons. No business
may be transacted at such special meeting otherwise than specified in the notice
of meeting.

2.4  NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS

                                                                               4
<PAGE>

Annual Meetings of Stockholders. (1) Nominations of persons for election to the
-------------------------------
board of directors of the corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders
only (a) pursuant to the corporation's notice of meeting (or any supplement
thereto), (b) by or at the direction of the board of directors or (c) by any
stockholder of the corporation who was a stockholder of record of the
corporation at the time the notice provided for in this Section 2.4 is delivered
to the Secretary of the corporation, who is entitled to vote at the meeting, and
who complies with the notice procedures set forth in this Section 2.4.

     (2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (a)(1) of
this Section 2.4, the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation and any such proposed business other
than the nomination of persons for election to the board of directors must
constitute a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the corporation not later than the close of business on the
ninetieth day nor earlier than the close of business on the one hundred
twentieth day prior to the first anniversary of the preceding year's annual
meeting (provided, however, that in the event that the date of the annual
meeting is more than thirty days before or more than seventy days after such
anniversary date, notice by the stockholder must be so delivered not earlier
than the close of business on the one hundred twentieth day prior to such annual
meeting and not later than the close of business on the later of the ninetieth
day prior to such annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made by the
corporation). In no event shall the public announcement of an adjournment or
postponement of an annual meeting commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above. Such
stockholder's notice shall set forth: (a) as to each person whom the stockholder
proposes to nominate for election as a director all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors in an election contest or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and Rule 14a-11 thereunder (and such person's written
consent to being named in the proxy statement as a nominee and to serving  as a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the text of the proposal or business (including the
text of any resolutions proposed for consideration and in the event that such
business includes a proposal to amend the Bylaws of the corporation, the
language of the proposed amendment), the reasons for conducting such business at
the meeting and any material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal is made; and (c) as
to the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the corporation's books and of such beneficial
owner, (ii) the class and number of shares of capital stock of the corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner, (iii) a representation that the stockholder is a holder of
record of stock of the corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to propose such business or
nomination, and (iv) a representation whether the stockholder or the beneficial
owner, if any, intends or is part of a group which intends (a) to deliver a
proxy statement and/or form of proxy to holders of at least the percentage of
the corporation's outstanding capital stock required to approve or adopt the
proposal or elect the nominee and/or (b) otherwise to solicit proxies from
stockholders in support of such proposal or nomination. The foregoing notice
requirements shall be deemed satisfied by a stockholder if the stockholder has
notified the corporation of his or her intention to present a proposal at an
annual meeting in compliance with Rule 14a-8 (or any successor thereof)
promulgated under the

                                                                               5
<PAGE>

Exchange Act and such stockholder's proposal has been included in a proxy
statement that has been prepared by the corporation to solicit proxies for such
annual meeting. The corporation may require any proposed nominee to furnish such
other information as it may reasonably require to determine the eligibility of
such proposed nominee to serve as a director of the corporation.

          (3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this Section 2.4 to the contrary, in the event that the number of
directors to be elected to the board of directors of the corporation at an
annual meeting is increased and there is no public announcement by the
corporation naming the nominees for the additional directorships at least one
hundred days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Section 2.4 shall also be
considered timely, but only with respect to nominees for the additional
directorships, if it shall be delivered to the Secretary at the principal
executive offices of the corporation not later than the close of business on the
tenth day following the day on which such public announcement is first made by
the corporation.

     (b) Special Meetings of Stockholders. Only such business shall be conducted
         --------------------------------
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the corporation's notice of meeting. Nominations of persons
for election to the board of directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the corporation's
notice of meeting (1) by or at the direction of the board of directors or (2)
provided that the board of directors has determined that directors shall be
elected at such meeting, by any stockholder of the corporation who is a
stockholder of record at the time the notice provided for in this Section 2.4 is
delivered to the Secretary of the corporation, who is entitled to vote at the
meeting and upon such election and who complies with the notice procedures set
forth in this Section 2.4. In the event the corporation calls a special meeting
of stockholders for the purpose of electing one or more directors to the board
of directors, any such stockholder entitled to vote in such election of
directors may nominate a person or persons (as the case may be) for election to
such position(s) as specified in the corporation's notice of meeting, if the
stockholder's notice required by paragraph (a)(2) of this Section 2.4 shall be
delivered to the Secretary at the principal executive offices of the corporation
not earlier than the close of business on the one hundred twentieth day prior to
such special meeting and not later than the close of business on the later of
the ninetieth day prior to such special meeting or the tenth day following the
day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the board of directors to be elected at
such meeting. In no event shall the public announcement of an adjournment or
postponement of a special meeting commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above.

     (c) General. (1) Only such persons who are nominated in accordance with the
         -------
procedures set forth in this Section 2.4 shall be eligible to be elected at an
annual or special meeting of stockholders of the corporation to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 2.4. Except as otherwise provided by law, the chairman
of the meeting shall have the power and duty (a) to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 2.4 (including whether the stockholder or beneficial owner, if any,
on whose behalf the nomination or proposal is made solicited (or is part of a
group which solicited) or did not so solicit, as the case may be, proxies in
support of such stockholder's nominee or proposal in compliance with such
stockholder's representation as required by clause (a)(2)(c)(iv) of this Section
2.4) and (b) if any proposed nomination or business was not made or proposed in
compliance with this Section 2.4. to declare

                                                                               6
<PAGE>

that such nomination shall be disregarded or that such proposed business shall
not be transacted. Notwithstanding the foregoing provisions of this Section 2.4,
if the stockholder (or a qualified representative of the stockholder) does not
appear at the annual or special meeting of stockholders of the corporation to
present a nomination or business, such nomination shall be disregarded and such
proposed business shall not be transacted, notwithstanding that proxies in
respect of such vote may have been received by the corporation.

     (2) For purposes of this Section 2.4, "public announcement" shall include
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     (3) Notwithstanding the foregoing provisions of this Section 2.4, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 2.4. Nothing in this Section 2.4 shall be deemed to affect
any rights (a) of stockholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(b) of the holders of any series of preferred stock to elect directors pursuant
to any applicable provisions of the Certificate of Incorporation.

2.5  ORGANIZATION

     Meetings of stockholders shall be presided over by the chairman of the
board, if any, or in his or her absence by the vice chairman of the board, if
any, or in his or her absence by the chief executive officer, if any, or in his
or her absence by the president, if any, or in his or her absence a vice
president, or in the absence of the foregoing persons by a chairman designated
by the board of directors, or in the absence of such designation by a chairman
chosen at the meeting.  The secretary shall act as secretary of the meeting, but
in his or her absence the chairman of the meeting may appoint any person to act
as secretary of the meeting.

2.6  NOTICE OF STOCKHOLDERS' MEETINGS

     Except as otherwise required by law, all notices of meetings of
stockholders shall be sent or otherwise given in accordance with Section 2.7 of
these Bylaws not less than 10 nor more than 60 days before the date of the
meeting.  The notice shall specify the place, date, and hour of the meeting and
(i) in the case of a special meeting, the general nature of the business to be
transacted (no business other than that specified in the notice may be
transacted) or (ii) in the case of the annual meeting, those matters which the
board of directors, at the time of giving the notice, intends to present for
action by the stockholders (but, subject to Section 2.4 of these Bylaws, any
proper matter may be presented at the meeting for such action).  The notice of
any meeting at which directors are to be elected shall include the name of any
nominee or nominees who, at the time of the notice, the board intends to present
for election.

2.7  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

     Notice of any meeting of stockholders shall be given either personally or
by first-class mail or otherwise as permitted by law.  Notices not personally
delivered shall be sent (a) charges prepaid and addressed to the stockholder at
the address of that stockholder appearing on the books of the corporation or
given by the stockholder to the corporation for the purpose of notice or (b) as
otherwise permitted by law.

                                                                               7
<PAGE>

An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.

2.8  QUORUM

     The presence in person or by proxy of the holders of a majority of the
voting power of the shares entitled to vote thereat constitutes a quorum for the
transaction of business at all meetings of stockholders; provided, however, that
in the case of any vote to be taken by classes, the holders of a majority of the
votes entitled to be cast by the stockholders of a particular class shall
constitute a quorum for the transaction of business by such class.  The
stockholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the voting
power of the shares required to constitute a quorum.

2.9  ADJOURNED MEETING; NOTICE

     Any stockholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the chairman of the meeting or by
the vote of the majority of the voting power of the shares represented at that
meeting, either in person or by proxy.  In the absence of a quorum, no other
business may be transacted at that meeting except as provided in Section 2.8 of
these Bylaws.

     When any meeting of stockholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time, date and place are announced at the meeting at which the adjournment is
taken.  However, if a new record date for the adjourned meeting is fixed or if
the adjournment is for more than 30 days from the date set for the original
meeting, then notice of the adjourned meeting shall be given.  Notice of any
such adjourned meeting shall be given to each stockholder of record entitled to
vote at the adjourned meeting in accordance with the provisions of Sections 2.6
and 2.7 of these Bylaws.  At any adjourned meeting the corporation may transact
any business which might have been transacted at the original meeting.

2.10  VOTING

     Voting at any meeting of stockholders need not be by ballot; provided,
however, that elections for directors shall be by written ballot, unless
otherwise provided in the Certificate of Incorporation.

     The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Section 2.12 of these Bylaws,
subject to the General Corporation Law of Delaware .

     Each stockholder shall be entitled to that number of votes for each share
held as is set forth in the Certificate of Incorporation of the corporation, as
amended or restated, except as may otherwise be required by law.

     Any stockholder entitled to vote on any matter may vote part of the shares
in favor of the proposal and refrain from voting the remaining shares or, except
when the matter is the election of directors, may vote them against the
proposal; but if the stockholder fails to specify the number

                                                                               8
<PAGE>

of shares which the stockholder is voting affirmatively, it will be conclusively
presumed that the stockholder's approving vote is with respect to all shares
which the stockholder is entitled to vote.

     If a quorum is present, the affirmative vote of at least a majority of the
voting power of the shares present in person or by proxy at a duly held meeting
and entitled to vote on the subject matter shall be the act of the stockholders,
unless the vote of a different number or a vote by classes is required by law or
by the Certificate of Incorporation or these Bylaws. Notwithstanding the
foregoing, directors shall be elected by a plurality of the votes of the shares
present in person or by proxy at the meeting and entitled to vote on the
election of directors.

2.11  VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

     The transaction of business at any meeting of stockholders, either annual
or special, however called and noticed, and wherever held, shall be as valid as
though taken at a meeting duly held after proper call and notice, if a quorum be
present either in person or by proxy, and if, either before or after the
meeting, each person entitled to notice, who was not present in person or by
proxy, gives a waiver of notice in accordance with applicable law.  The waiver
of notice need not specify either the business to be transacted or the purpose
of any annual or special meeting of stockholders.  All such waivers shall be
filed with the corporate records or made a part of the minutes of the meeting.

     Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened.  Attendance at a meeting is not a waiver of any right to
object to the consideration of matters required by law to be included in the
notice of the meeting but not so included, if that objection is expressly made
at the meeting.

2.12  RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

     For purposes of determining the stockholders entitled to notice of any
meeting or to vote thereat, the board of directors may fix, in advance, a record
date, which (unless otherwise required by law) shall not be more than 60 days
nor less than 10 days before the date of any such meeting and in such event only
stockholders of record on the date so fixed are entitled to notice and to vote
notwithstanding any transfer of any shares on the books of the corporation after
the record date.

     If the board of directors does not so fix a record date, 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 business day preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the business day preceding the day on which the meeting is held.

     The record date for any other purpose shall be as provided in Article VIII
of these Bylaws.

2.13  PROXIES

     Every person entitled to vote for Directors, or on any other matter, shall
have the right to do so either in person or by one or more agents authorized by
a proxy given by the person, but no such proxy shall be voted or acted upon
after three (3) years from its date, unless the proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an

                                                                               9
<PAGE>

irrevocable power. A stockholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person, by giving another duly executed
proxy bearing a later date or by otherwise revoking the proxy in accordance with
applicable law.

2.14  INSPECTORS OF ELECTION

     Before any meeting of stockholders, the board of directors may appoint an
inspector or inspectors of election to act at the meeting or its adjournment.
If no inspector of election is so appointed, then the chairman of the meeting
may, and on the request of any stockholder or a stockholder's proxy shall,
appoint an inspector or inspectors of election to act at the meeting.  The
number of inspectors shall be either one or three.  If inspectors are appointed
at a meeting pursuant to the request of one or more stockholders or proxies,
then the holders of a majority of the voting power of shares or their proxies
present at the meeting shall determine whether one or three inspectors are to be
appointed.  If any person appointed as inspector fails to appear or fails or
refuses to act, then the chairman of the meeting may, and upon the request of
any stockholder or a stockholder's proxy shall, appoint a person to fill that
vacancy.

     Such inspectors shall:

          (a) determine the number of shares outstanding and the voting power of
each, the number of shares represented at the meeting, the existence of a
quorum, and the validity of proxies and ballots;

          (b)  count votes and ballots;

          (c) hear and determine all challenges and questions in any way arising
in connection with the vote;

          (d)  count and tabulate all votes;

          (e)  determine the result; and

          (f) do any other acts that may be proper to tabulate and determine the
vote with fairness to all stockholders.


                                  ARTICLE III
                                   DIRECTORS

3.1  POWERS

     Subject to the provisions of the General Corporation Law of Delaware and to
any limitations in the Certificate of Incorporation or these Bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.

3.2  NUMBER AND TERM OF OFFICE

     The authorized number of directors shall be not less than five (5), nor
more than (10). Within the limits so specified, the authorized number of
directors shall be fixed from time to time by the board of directors pursuant to
a resolution of a majority of the board of directors.

                                                                              10
<PAGE>

     No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.  If for any
cause, the directors shall not have been elected at an annual meeting, they may
be elected as soon thereafter as convenient at a special meeting of the
stockholders called for that purpose in the manner provided in these Bylaws.

3.3  RESIGNATION AND VACANCIES

     Any director may resign effective on giving notice in writing or otherwise
as permitted by law to the chairman of the board, the chief executive officer,
the secretary or the board of directors, unless the notice specifies a later
time for that resignation to become effective.  If the resignation of a director
is effective at a future time, the board of directors may elect a successor to
take office when the resignation becomes effective.

     Unless otherwise provided in the Certificate of Incorporation or these
Bylaws, vacancies on the board of directors may be filled by a majority of the
remaining directors, even if less than a quorum, or by a sole remaining
director; however, a vacancy created by the removal of a director by the vote of
the stockholders or by court order may be filled by a plurality of the votes of
the shares present in person or by proxy at a duly held meeting of stockholders
and entitled to vote on the election of directors. Each director so elected
shall hold office until the next annual meeting of the stockholders and until a
successor has been elected and qualified.

     Unless otherwise provided in the Certificate of Incorporation or these
Bylaws:

        (i) Vacancies and newly created directorships resulting from any
increase in the authorized number of directors to be elected by all of the
stockholders entitled to vote, voting as a single class, may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

         (ii) Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the provisions of the
Certificate of Incorporation, vacancies and newly created directorships of such
class or classes or series may be filled by a majority of the directors elected
by such class or classes or series thereof then in office, or by a sole
remaining director so elected.

3.4  REMOVAL

     Subject to any limitations imposed by law, and unless otherwise provided in
the Certificate of Incorporation, the board of directors, or any individual
director, may be removed from office at any time by the affirmative vote of the
holders of at least a majority of the voting power of the then outstanding
shares of the capital stock of the corporation entitled to vote at an election
of directors.

3.5  PLACE OF MEETINGS; MEETINGS BY TELEPHONE

     Regular meetings of the board of directors may be held at any place within
or outside the State of Delaware that has been designated from time to time by
resolution of the board of directors.  In the absence of such a designation,
regular meetings shall be held at the principal executive office of the
corporation.  Special meetings of the board of directors may be held at any
place within or outside the State of Delaware that has been designated in the
notice of the meeting

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<PAGE>

or, if not stated in the notice or if there is no notice, at the principal
executive office of the corporation.

     Any meeting, regular or special, may be held by conference telephone or
other communication equipment, so long as all directors participating in the
meeting can hear one another; and all such directors shall be deemed to be
present in person at the meeting.

3.6  FIRST MEETINGS

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

3.7  REGULAR MEETINGS

     Regular meetings of the board of directors may be held without notice if
the dates of such meetings are fixed by the board of directors.

3.8  SPECIAL MEETINGS; NOTICE

     Special meetings of the board of directors for any purpose or purposes may
be called at any time by the chairman of the board, or in the absence of the
chairman of the board by the chief executive officer or by a majority of the
directors then in office.

     Notice of the time and place of special meetings shall be delivered
personally or by telephone, facsimile, e-mail or other electronic transmission
to each director or sent by first-class mail or telegram, charges prepaid,
addressed to each director at that director's address as it is shown on the
records of the corporation.  If the notice is mailed, it shall be deposited in
the United States mail at least seven days before the time of the holding of the
meeting.  If the notice is delivered personally or by telephone, facsimile, e-
mail or other electronic transmission or telegram, it shall be delivered
personally or by telephone, facsimile, e-mail or other electronic transmission
or to the telegraph company at least 48 hours before the time of the holding of
the meeting.  Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director.  The notice need not specify the purpose of the meeting.  In
addition, if the meeting is to be held at the principal executive office of the
corporation, the notice need not specify the place of the meeting.

3.9  QUORUM

     A majority of the authorized number of directors shall constitute a quorum
for the transaction of business, except to adjourn as provided in Section 3.11
of these Bylaws.  Every act or decision done or made by a majority of the
directors present at a duly held meeting at which a quorum is present shall be
regarded as the act of the board of directors, subject to the provisions of the
Certificate of Incorporation and applicable law.

                                                                              12
<PAGE>

3.10  WAIVER OF NOTICE

     Notice of a meeting need not be given to any director (i) who duly waives
such notice, whether before or after the meeting, or (ii) who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such directors.  All such waivers shall be filed with the corporate
records or made part of the minutes of the meeting.  A waiver of notice need not
specify the purpose of any regular or special meeting of the board of directors.

3.11  ADJOURNMENT

     A majority of the directors present, whether or not constituting a quorum,
may adjourn any meeting to another time and place.

3.12  NOTICE OF ADJOURNMENT

     Notice of the time, date  and place of holding an adjourned meeting need
not be given if announced at the meeting at which the adjournment is taken,
unless the meeting is adjourned for more than 24 hours.  If the meeting is
adjourned for more than 24 hours, then notice of the time, date and place of the
adjourned meeting shall be given before the adjourned meeting takes place, in
the manner specified in Section 3.8 of these Bylaws, to the directors who were
not present at the time of the adjournment.

3.13  BOARD ACTION BY CONSENT WITHOUT A MEETING

     Any action required or permitted to be taken by the board of directors may
be taken without a meeting, provided that all members of the board of directors
consent thereto in writing or as otherwise permitted by law.  Such action by
consent shall have the same force and effect as a unanimous vote of the board of
directors. Such consent and any counterparts thereof shall be filed with the
minutes of the proceedings of the board.

3.14  ORGANIZATION

     Meetings of the board of directors shall be presided over by the chairman
of the board, if any, or in his or her absence by the vice chairman of the
board, if any, or in his or her absence by the chief executive officer, or in
their absence by a chairman chosen at the meeting.  The secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

3.15  FEES AND COMPENSATION OF DIRECTORS

     Directors and members of committees may receive such compensation, if any,
for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the board of directors.  This Section 3.15 shall not
be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee or otherwise and receiving compensation
for those services.

3.16  APPROVAL OF LOANS TO OFFICERS

     The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or

                                                                              13
<PAGE>

employee who is a director of the corporation or its subsidiary, whenever, in
the judgment of the directors, such loan, guaranty or assistance may reasonably
be expected to benefit the corporation. The loan, guaranty or other assistance
may be with or without interest and may be unsecured, or secured in such manner
as the board of directors shall approve, including, without limitation, a pledge
of shares of stock of the corporation. Nothing contained in this section shall
be deemed to deny, limit or restrict the powers of guaranty or warranty of the
corporation at common law or under any statute.

                                   ARTICLE IV
                                   COMMITTEES

4.1  COMMITTEES OF DIRECTORS

     The board of directors may designate one or more committees, each
consisting of two or more directors and each consisting of at least one non-
employee director (within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934).  The board of directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting and not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in the place of any such absent or
disqualified member. Any committee, to the extent provided in the resolution of
the board, shall have and may exercise all the powers and authority of the board
of directors in the management of the business and affairs of the corporation,
but no such committee shall have the power or authority in reference to the
following matters: (a) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the General Corporation
Law of Delaware to be submitted to stockholders for approval or (b) adopting,
amending or repealing any of these Bylaws.

4.2  MEETINGS AND ACTION OF COMMITTEES

     Meetings and actions of committees shall be governed by, and held and taken
in accordance with, the provisions of Article III of these Bylaws, Section 3.5
(place of meetings), Section 3.7 (regular meetings), Section 3.8 (special
meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of notice),
Section 3.11 (adjournment), Section 3.12 (notice of adjournment), and Section
3.13 (action without meeting), with such changes in the context of those Bylaws
as are necessary to substitute the committee and its members for the board of
directors and its members; provided, however, that the time of regular meetings
of committees may be determined either by resolution of the board of directors
or by resolution of the committee, that special meetings of committees may also
be called by resolution of the board of directors, and that notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee.  The board of directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these Bylaws.

                                   ARTICLE V
                                    OFFICERS

5.1  OFFICERS

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<PAGE>

     The corporation shall have such officers as determined by the board of
directors, which officers may include a chairman of the board, a chief executive
officer, a president, a secretary, a chief financial officer and a treasurer.
The corporation may also have, at the discretion of the board of directors, one
or more vice presidents, one or more assistant secretaries, one or more
assistant treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 5.3 of these Bylaws.  Any number of offices may
be held by the same person.

5.2  ELECTION OF OFFICERS

     The officers of the corporation, except such officers as may be appointed
in accordance with the provisions of Section 5.3 or Section 5.5 of these Bylaws,
shall be chosen by the board of directors, subject to the rights, if any, of an
officer under any contract of employment.

5.3  SUBORDINATE OFFICERS

     The board of directors may appoint, or may empower the chief executive
officer to appoint, such other officers as the business of the corporation may
require, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these Bylaws or as the board of
directors may from time to time determine.

5.4  REMOVAL AND RESIGNATION OF OFFICERS

     Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
board of directors at any regular or special meeting of the board or, except in
case of an officer chosen by the board of directors, by any officer upon whom
such power of removal may be conferred by the board of directors.

     Any officer may resign at any time by giving written notice to the
corporation.  Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective.  Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

5.5  VACANCIES IN OFFICES

     A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these Bylaws for regular appointments to that office.

5.6  CHAIRMAN OF THE BOARD

     The chairman of the board, if such an officer be elected, shall serve as
the corporation's general manager, and shall have general supervision, direction
and control of the corporation's business and its officers, and, if present,
preside at meetings of the stockholders and the board of directors and exercise
and perform such other powers and duties as may from time to time be assigned to
him or her by the board of directors or as may be prescribed by these Bylaws.
If there is no chief executive officer, then the chairman of the board shall
also be the chief executive officer of the corporation and shall have the powers
and duties prescribed in Section 5.7 of these Bylaws.  The chairman of the board
shall report to the board of directors.

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<PAGE>

5.7  CHIEF EXECUTIVE OFFICER

     Subject to such supervisory powers, if any, as may be given by the board of
directors to the chairman of the board, if there be such an officer, the chief
executive officer of the corporation shall, subject to the control of the board
of directors, have general supervision, direction, and control of the business
and the officers of the corporation.  He or she shall preside at all meetings of
the stockholders and, in the absence or nonexistence of a chairman of the board,
at all meetings of the board of directors.  He shall have the general powers and
duties of management usually vested in the chief executive officer of a
corporation, and shall have such other powers and duties as may be prescribed by
the board of directors or these Bylaws.

5.8  PRESIDENT

     The president may assume and perform the duties of the chief executive
officer in the absence or disability of the chief executive officer or whenever
the office of the chief executive officer is vacant.  The president of the
corporation shall exercise and perform such powers and duties as may from time
to time be assigned to him or her by the board of directors or as may be
prescribed by these Bylaws.  In the absence or nonexistence of the chairman of
the board and chief executive officer, he or she shall preside at all meetings
of the stockholders and at all meetings of the board of directors and shall
perform such other duties as the board of directors may from time to time
determine.

5.9  VICE PRESIDENTS

     In the absence or disability of the president, the vice presidents, if any,
in order of their rank as fixed by the board of directors or, if not ranked, a
vice president designated by the board of directors, shall perform all 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 presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the board of directors, these Bylaws, the
chairman of the board or the chief executive officer.

5.10  SECRETARY

     The secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of directors, committees
of directors and stockholders.  The minutes shall show the time and place of
each meeting, whether regular or special (and, if special, how authorized and
the notice given), the names of those present at directors' meetings or
committee meetings, the number of shares present or represented at stockholders'
meetings, and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation or at the office of the corporation's transfer agent
or registrar, as determined by resolution of the board of directors, a share
register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates evidencing such shares, and the number and date of
cancellation of every certificate surrendered for cancellation.

     The secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the board of directors required to be given by law or by
these Bylaws.  He or she shall

                                                                              16
<PAGE>

keep the seal of the corporation, if one be adopted, in safe custody and shall
have such other powers and perform such other duties as may be prescribed by the
board of directors or by these Bylaws.

5.11  CHIEF FINANCIAL OFFICER

     The chief financial officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares.  The books of account shall at all reasonable
times be open to inspection by any director.

     The chief financial officer shall deposit all money and other valuables in
the name and to the credit of the corporation with such depositaries as may be
designated by the board of directors. He or she shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
chief executive officer and directors, whenever they request it, an account of
all of his or her transactions as chief financial officer and of the financial
condition of the corporation, and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or these Bylaws.

                                   ARTICLE VI
       INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

6.1  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The corporation shall, to the maximum extent and in the manner permitted by
the General Corporation Law of Delaware, indemnify each of its directors and
officers against expenses (including attorneys' fees), judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was a
director or officer of the corporation; provided, that the corporation shall not
be required to indemnify any director or officer in connection with any
proceeding (or part thereof) initiated by such person unless (i) such
indemnification is expressly required to be made by law, (ii) the proceeding was
authorized by the board of directors of the corporation, (iii) such
indemnification is provided by the corporation, in its sole discretion, pursuant
to the powers vested in the corporation under the General Corporation Law of
Delaware or (iv) such indemnification is required to be made pursuant to an
individual contract. For purposes of this Section 6.1, a "director" or "officer"
of the corporation includes any person (i) who is or was a director or officer
of the corporation or (ii) who, while a director or officer of the corporation,
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.

6.2  INDEMNIFICATION OF OTHERS

     The corporation shall have the power, to the maximum extent and in the
manner permitted by the General Corporation Law of Delaware, to indemnify (i)
any person who was a director or officer of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation or (ii) each of its employees and agents
(other than directors and officers) against expenses (including attorneys'
fees), judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the fact that
such person is or was (i) a director or officer of a corporation which was a
predecessor corporation of the corporation or (ii) an employee or agent

                                                                              17
<PAGE>

of the corporation. For purposes of this Section 6.2, an "employee" or "agent"
of the corporation (other than a director or officer of the corporation)
includes any person (i) who is or was an employee or agent of the corporation,
(ii) who is or was serving at the request of the corporation as an employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise (including a director or officer of such other entity), or (iii) who
was an employee or agent of a corporation which was a predecessor corporation of
the corporation or of another enterprise at the request of such predecessor
corporation.

6.3  INSURANCE

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

6.4  EXPENSES

     The corporation shall advance to 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, by
reason of the fact that he or she is or was a director or officer of the
corporation, or, while a director or officer of the Corporation, 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, prior to the final disposition of the proceeding, promptly following
request therefor, all expenses incurred by such person in the defense of such
proceeding upon receipt of an undertaking by or on behalf of such person to
repay said amounts if it should be determined ultimately that such person is not
entitled to be indemnified under this Article VI or otherwise.

6.5  NON-EXCLUSIVITY OF RIGHTS

     The rights conferred on any person by this Bylaw shall not be exclusive of
any other right which such person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote
of stockholders or disinterested directors or otherwise, either as to action in
his or her official capacity or as to action in any other capacity while holding
office.  The corporation is specifically authorized to enter into individual
contracts with any or all of its directors, officers, employees and agents
respecting indemnification and advances to the fullest extent not prohibited by
the General Corporation Law of Delaware.

6.6  SURVIVAL OF RIGHTS

     The rights conferred on any person by this Bylaw shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such person.

6.7  AMENDMENTS

     Any repeal or modification of this Bylaw shall have prospective effect
only, and shall not affect the rights of any person under this Bylaw as in
effect at the time of an alleged action or

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<PAGE>

omission to act giving rise to a proceeding against such person, if such alleged
action or omission occurred prior to the repeal or modification of this Bylaw.

                                  ARTICLE VII
                              RECORDS AND REPORTS

7.1  MAINTENANCE AND INSPECTION OF RECORDS

     The corporation shall, either at its principal executive office or at such
place or places as designated by the board of directors, keep (i) a record of
its stockholders listing their names and addresses and the number and class of
shares held by each, (ii) a copy of these Bylaws as amended to date, and (iii)
accounting and other records.

     The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of such stockholder.  Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting, as
required by applicable law.

7.2  INSPECTION BY DIRECTORS

     Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders and its other books and records for a purpose
reasonably related to his or her position as a director.

7.3  REPRESENTATION OF SHARES OF OTHER CORPORATIONS

     The chairman of the board, the chief executive officer, the president, any
vice president, the chief financial officer, the secretary or assistant
secretary of this corporation, or any other person authorized by the board of
directors or the chief executive officer or the president or a vice president,
is authorized to vote, represent, and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation.  The authority herein granted may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the
authority.

                                  ARTICLE VIII
                                GENERAL MATTERS

8.1  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

     For purposes of determining the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights, or for purposes
of determining the stockholders entitled to exercise any rights in respect of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall not be more than 60 days before any such action.  In that
case, only stockholders of record at the close of business on the date so fixed
are entitled to receive the dividend, distribution or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date so fixed, except as
otherwise provided by law.

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<PAGE>

     If the board of directors does not so fix a record date, then the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution.

8.2  CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

     From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.

8.3  CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED

     The officers of the corporation enumerated in Section 5.1 of these bylaws
shall have the authority to execute in the name of the corporation bonds,
contracts, deeds, leases and other written instruments to be executed by the
corporation.  In addition, the board of directors or any such officer, except as
otherwise provided in these Bylaws, may authorize any other officer or officers,
or agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the corporation; such authority may be general or
confined to specific instances.  Unless so authorized or ratified by the board
of directors or any such officer enumerated in Section 5.1 of these bylaws or
within the agency power of an officer, no officer, agent or employee shall have
any power or authority to bind the corporation by any contract or engagement, or
to pledge its credit or render it liable for any purpose or for any amount.

8.4  STOCK CERTIFICATES; PARTLY PAID SHARES

     The shares of the corporation shall be represented by certificates,
provided that the board of directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares.  Any such resolution shall not apply
to shares represented by a certificate until such certificate is surrendered to
the corporation.  Notwithstanding the adoption of such a resolution by the board
of directors, any holder of uncertificated shares shall, upon request, be
entitled to have a certificate signed by or in the name of the corporation by
the chairman or vice-chairman of the board of directors or the president or a
vice-president, and by the treasurer or any assistant treasurer, the secretary
or an assistant secretary of the corporation, representing the number of shares
registered in certificated form.  Any or all of the signatures on the
certificate may be a facsimile(s).  If any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
has ceased to be such officer, transfer agent or registrar before such
certificate is issued, such certificate may be issued by the corporation with
the same effect as if such person were such officer, transfer agent or registrar
at the date of issue.

     The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor.  Upon the face or back of each stock certificate issued to represent
any such partly paid shares, or upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

8.5  SPECIAL DESIGNATION ON CERTIFICATES

                                                                              20
<PAGE>

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

8.6  LOST CERTIFICATES

Except as provided in this Section 8.6, no new certificates for shares shall be
issued to replace previously issued certificates unless the latter are
surrendered to the corporation and canceled at the same time.  The board of
directors may, if any share certificate or certificate for any other security is
lost, stolen or destroyed, authorize the issuance of a replacement certificate
on such terms and conditions as the board of directors may require; the board of
directors may require indemnification of the corporation secured by a bond or
other adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability, on account of
the alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate.

8.7  CONSTRUCTION; DEFINITIONS

     Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the General Corporation Law of Delaware shall
govern the construction of these Bylaws.  Without limiting the generality of
this provision, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a corporation and a
natural person.

                                   ARTICLE IX
                                   AMENDMENTS

     Subject to Section 6.7 hereof the Bylaws of the corporation may be adopted,
amended or repealed and new Bylaws adopted by the affirmative vote of
stockholders holding a majority of the voting power of the outstanding stock
entitled to vote, or by a majority of the board of directors.



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