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                                                                      EXHIBIT 3b

                           AMENDED AND RESTATED BYLAWS

                                       OF

                                 FIRSTMARK CORP.

                             Adopted: March   , 1999

                                    ARTICLE I

                                      Name


         Section 1. Name. The name of this corporation is stated in the Articles
of Incorporation.

                                   ARTICLE II

                         References, Locations and Seal

         Section 1. References. References in these Bylaws to the Articles of
Incorporation shall mean this corporation's Articles of Incorporation as amended
from time to time as on file with the Secretary of State of Maine. References in
these Bylaws to the Maine Business Corporation Act and to particular sections of
said Act are to said Act and said sections as amended from time to time. The
headings of Articles and Sections in these Bylaws are for convenience only, and
shall not be taken into account in construing these Bylaws.

         Section 2. Office and Location. The registered office of this
corporation in Maine and the municipality or other place in Maine where it is
located are set forth in the Articles of Incorporation. The principal office and
place of business of this corporation, within or without Maine, shall be at
such place as the Board of Directors shall from time to time fix.

         Section 3. Seal. The seal of this corporation shall be circular in form
with the name of the corporation, the word "Maine" and the year of its
incorporation so engraved on its face that it may be embossed on paper by
pressure, provided that the Board of Directors may adopt a wafer seal in any
form in respect of any particular document, in which case such wafer seal
affixed to such document shall be the corporate seal of this corporation thereon
for all purposes provided by law. The Clerk shall have custody of the corporate
seal and he or the Secretary may affix the same to documents requiring it and
attest the same. The Clerk may permit the President or Secretary to keep a
duplicate of the corporate seal.






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                                   ARTICLE III


                            Meetings of Shareholders

         Section 1. Place. All meetings of shareholders shall be held at the
registered office of the corporation or at such other place within Maine (or
outside Maine if permitted by the Articles of Incorporation) as shall be fixed
(i) by the Board of Directors, (ii) by the person or persons calling the
meeting, or (iii) in waivers of notice of the meeting signed by all persons
entitled to notice thereof.

         Section 2. Date of Annual Meeting. The annual meeting of shareholders
shall be held on any day in November in each year, if not a legal holiday, and
if a legal holiday, then on the next business day following, at 10:00 A.M.,
Local Time, or at such other hour as may be fixed by the President or Board of
Directors, for the election of a Board of Directors, and for the transaction of
such other business as may properly come before the meeting. The annual meeting
of shareholders may likewise be held at any date and time fixed by the
President or Board of Directors during a period of 30 days after the date
hereinabove specified. If there shall be a failure for whatever reason to hold
the annual meeting for a period of 30 days after the date hereinbefore
specified, a substitute annual meeting of shareholders may be called by any
person or persons entitled to call a special meeting of shareholders.

         Section 3. Call of Special Meetings. Special meetings of shareholders
for any purpose or purposes may be called to be held at the date and time fixed
in the call by the President, the Chairman of the Board of Directors (if any), a
majority of the board of Directors, or the holders of not less than 50% of the
shares entitled to vote at the meeting.

         Section 4. Notice. Unless waived in the manner prescribed by law,
written notice stating the place, day and time of the meeting and, in case of a
special meeting or when otherwise required by the Maine Business Corporation
Act, the purpose or purposes for which the meeting is called, shall be delivered
within the time period prescribed in section 604(1) of the Maine Business
Corporation Act, either personally or by mail, by or at the direction of the
President, Secretary, Clerk, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting, and to shareholders
of record not entitled to vote when required by the Maine Business Corporation
Act.

                                   ARTICLE IV

                          Quorum and Voting of Shares

         Section 1. Quorum. The holders of a majority of the shares entitled to
vote thereat shall constitute a quorum at a meeting of shareholders.

         Section 2. Votes. Except as otherwise provided by the Maine Business
Corporation Act, any corporate action shall be authorized by a majority of the
votes cast at the meeting by the holders of shares entitled to vote on the
subject matter. In elections


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of Directors, those candidates who receive the greatest number of votes cast at
the meeting by the holders of shares entitled to vote to elect Directors, even
though not receiving a majority of the votes cast, shall be deemed elected.


                                    ARTICLE V

                                    Directors

         Section 1. Number and Term. The number of Directors shall be fixed by
resolution of the shareholders or the Board of Directors within the limits
specified in the Articles of Incorporation. The Directors shall be elected at
the annual meeting of the shareholders, and each Director so elected shall hold
office for one year and until the next succeeding annual meeting and until his
successor shall have been elected and qualified, or until his earlier
resignation, removal from office, death or incapacity.

         Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board
of Directors, including newly created directorships created by an increase in
the number of Directors, may be filled by a majority of the remaining Directors
or by the sole remaining Director. Any Director may resign his office by
delivering a written resignation to the President or Clerk.

         Section 3. Powers. In the management and control of the business,
property and affairs of the corporation, the Board of Directors is hereby vested
with the power to authorize any and all corporate action, except when
shareholder action is specifically required by the Maine Business Corporation
Act, the Articles of Incorporation or these Bylaws, or except when otherwise
required by a written agreement pursuant to Section 618 of the Maine Business
Corporation Act.

                                   ARTICLE VI

                       Meetings of the Board of Directors

         Section 1. Annual Meeting. The first meeting of each newly elected
Board of Directors, which shall be the Annual Meeting of the Board of
Directors, shall be held at such time and place as shall be fixed by the
shareholders at their meeting electing them, or if no such time and place are so
fixed, said first meeting shall be held at the place of and immediately
following such meeting of shareholders. In either event, no notice of such
meeting shall be necessary. Such meeting of the Board of Directors may also
convene at such place and time as shall be fixed by the consent in writing of
all the Directors.

         Section 2. Regular Meetings. Regular meetings of the Board of Directors
may be held at such time and place as shall from time to time be fixed by the
Board of Directors. Unless action is to be taken with respect to the Articles of
Incorporation or Bylaws, no notice of such regular meetings shall be necessary.


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         Section 3. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors (if any),
President, Clerk, Secretary or any other person or persons authorized by Section
709(6) of the Maine Business Corporation Act. The person or persons calling the
special meeting shall fix the time and place thereof.

         Section 4. Notice; Generally. Notice of each special meeting of the
Board of Directors shall be given to each Director who has not signed a waiver
of notice before or after the meeting. Notices of meetings of the Board of
Directors shall be given by the Clerk or Secretary or the person or persons
calling the meeting. Neither the business to be transacted at nor the purpose of
the meeting need be specified in the notice unless the Maine Business
Corporation Act shall otherwise require. The giving of notice of a special
meeting of the Board of Directors by or at the direction of the person or
persons authorized to call the same shall constitute the call thereof.

         Section 5. Notice; When and How Given. Notice of meetings of the
Board of Directors may be given by any of the following methods within the time
period specified for that method:

         (a) by depositing a copy of the notice in the United States mail, first
         class postage prepaid, addressed to the Director at his usual or last
         known business or residence address, at least 3 business days before
         the meeting;

         (b) by delivering a copy of the notice to a recognized overnight
         delivery or express service addressed to the Director at his usual or
         last known business or residence address, including street or the like
         in the address, at least 2 business days before the meeting;

         (c) by delivering a copy of the notice in hand to the Director at least
         24 hours before the meeting;

         (d) by reading or causing to be read the notice over the telephone to
         the Director at least 24 hours before the meeting;

         (e) by sending a telegram containing the contents of the notice
         addressed to the Director at his usual or last known business or
         residence address at least 2 business days before the meeting;

         (f) by transmitting the contents of the notice by telecopy, fax or any
         other electronic means for the simultaneous or substantially
         simultaneous transmission of data to a telephone or other number held
         out by the Director as a number maintained by him for the receipt of
         the means of transmission selected at least 24 hours before the
         meeting; or

         (g) by sending a copy of the notice by any usual means of communication
         addressed to the Director at his usual or last known business or
         residence address,



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         including street or the like in the address, at least 3 business days
         before the meeting.

Notice to any Director actually received by him at least 24 hours before the
meeting shall be deemed sufficient, notwithstanding the method or means of
communication selected or the time when sent. For the purposes of this Section,
a "business day" is any day other than a Saturday, Sunday or legal holiday in
Maine.

                                   ARTICLE VII


                         Executive and Other Committees

         Section 1. Establishment: Authority. The Board of Directors, by a
resolution adopted by a majority of the Directors then in office, may designate
from among its members an executive committee and other committees, each
consisting of 2 or more Directors, and may delegate to such committee or
committees any part or all of the authority of the Board of Directors, except as
otherwise provided by Section 713 of the Maine Business Corporation Act relating
to certain amendments, mergers, certain sales, dissolutions, certain
distributions and the like.

         Section 2. Procedures. Vacancies in the membership of a committee shall
be filled by resolution adopted by a majority of the Directors then in office.
Committees shall keep minutes of their proceedings and report the same to the
Board of Directors. Members of a committee may be removed from office, with or
without cause, by resolution adopted by a majority of the Directors then in
office. Any person or persons authorized to call a meeting of the Board of
Directors, as well as the chairman of a committee or the committee itself, may
call a meeting of a committee. Except as hereinbefore otherwise provided, so far
as applicable, the provisions of these Bylaws relating to the calling, noticing
and conduct of meetings of the Board of Directors shall govern the calling,
noticing and conduct of meetings of committees.


                                  ARTICLE VIII

                                    Officers

         Section 1. Number. The officers of the corporation shall be elected by
the Board of Directors and shall be a President, a Secretary and a Treasurer.
The Board of Directors may also elect one or more Vice Presidents (one of whom
may be designated by the Board of Directors as the Executive Vice President),
and one or more Assistant Secretaries and Assistant Treasurers. The corporation
shall also have a Clerk who shall not be an officer by reason of such position.

         Section 2. When Chosen: Qualifications; Term. The Board of Directors at
its initial meeting after the incorporation of the corporation and at each
Annual Meeting thereafter shall elect said officers, who shall hold office until
the next Annual Meeting of the Board of Directors and thereafter until their
successors are chosen and have qualified,



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or until their earlier death, resignation or removal from office; provided that
the Clerk shall not be elected annually and shall hold office until his death or
a change of Clerk is made pursuant to Section 304 of the Maine Business
Corporation Act. No officer must also be a Director.

         Section 3. Authority and Duties. Each officer shall have such authority
and perform such duties as are set forth in the Maine Business Corporation Act
or in these Bylaws, and as shall be determined from time to time by the Board of
Directors. Each officer shall also have such authority and perform such duties
as are usually incumbent upon his office except as the same may be limited from
time to time by the Board of Directors.

         Section 4. Compensation of Officers. The compensation of all officers
of the corporation shall be fixed by the Board of Directors.

         Section 5. President. The President shall be the chief executive
officer of the corporation, shall preside at all meetings of the shareholders
and of the Board of Directors at which he is present, and shall see that all
orders and resolutions of the Board of Directors are carried into effect.

         Section 6. Vice President. The Vice President, if any, or if there
shall be more than one, the Vice Presidents in the order determined by the Board
of Directors, shall, in case of the absence or disability of the President,
have the authority and perform the duties of the President. If the Board of
Directors shall elect an Executive Vice President, it shall be presumed that he
is the Vice President determined by the Board of Directors first to act in case
of the absence or disability of the President.

         Section 7. Secretary. The Secretary or the Clerk shall attend all
meetings of the Board of Directors and record all the proceedings of the Board
of Directors in a book kept for that purpose. The Secretary shall perform like
duties for the executive committee. In case of the absence or disability of the
Secretary, or if the corporation shall have no Secretary, all of the powers of
the Secretary may be exercised by the Clerk. The Clerk, Secretary or an
Assistant Secretary may certify all votes, resolutions and actions of the
shareholders and the Board of Directors and its committees.

         Section 8. Assistant Secretaries. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries, in the order determined by the
Board of Directors, shall, in case of the absence or disability of the
Secretary, have the authority and perform the duties of the Secretary.

         Section 9. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities, and shall deposit all such funds in the name and
to the credit of the corporation in such depositories as may be designated by
the Board of Directors. The Treasurer shall keep or cause to be kept all
books and records of account and shall prepare or cause to be prepared all
financial statements required by Section 625 of the Maine Business Corporation
Act, the Board of Directors or good accounting practices. The



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Treasurer shall render to the Board of Directors, whenever required, accounts of
all corporate financial transactions and of the financial condition of the
corporation.

         Section 10. Assistant Treasurers. Except as hereinbefore provided, the
Assistant Treasurer, or, if there shall be more than one, the Assistant
Treasurers, in the order determined by the Board of Directors, shall, in case of
the absence or disability of the Treasurer, have the authority and perform the
duties of the Treasurer.

                                   ARTICLE IX

                       Voting Shares of Other Corporations

         Section 1. Voting Shares of Other Corporations. The Chairman of the
Board of Directors, if any, the President, any Vice President, the Secretary,
the Treasurer and the Clerk of this corporation, in that order, shall have
authority to vote shares of other corporations standing in the name of this
corporation, and the President, Secretary or Clerk is authorized to execute and
deliver in the name and on behalf of this corporation proxies appointing any one
or more of the foregoing officers as the proxy agents of this corporation.

                                    ARTICLE X

                             Lost Stock Certificates

         Section 1. Lost Stock Certificates. The Board of Directors may
authorize, generally or in a specific case, the appropriate officers to execute
and deliver a replacement certificate for shares of this corporation in
substitution for any certificate for shares theretofore issued alleged to have
been lost, destroyed or stolen. Unless waived by the Board of Directors, the
officers executing the replacement certificate shall require the registered
holder thereof to sign and swear to an affidavit of loss and indemnity agreement
in such form as shall be prescribed by the Clerk. In addition, the Board of
Directors may prescribe such other terms and conditions precedent to the
issuance of replacement certificates, including without limitation the
requirement of further indemnities and surety bonds or insurance policies, as it
deems appropriate to protect the corporation and its officers and agents from
any claim that may be made against it or them with respect to any such
certificate alleged to have been lost, destroyed or stolen. The powers and
duties of the Board of Directors prescribed in this ARTICLE X may be delegated
in whole or in part to any registrar or transfer agent for this corporation.

                                   ARTICLE XI

                      Transfers and Registration of Shares

         Section 1. Stock Transfer Books. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, a new



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certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded in the original stock
transfer books of the corporation. The original issue of shares of this
corporation shall likewise be recorded in the original stock transfer books of
the corporation.

         Section 2. Registered Shareholders. The corporation shall be entitled
to recognize the person or persons shown on its original stock transfer books as
the owner of shares as the exclusive and only owner thereof for all purposes,
including without limitation the right to (i) receive dividends and other
distributions; (ii) vote (except as otherwise provided in Section 613 of the
Maine Business Corporation Act); and (iii) examine lists, books, minutes or
other materials relating to the corporation. The corporation shall not be bound
to recognize any equitable or other claim to or interest in such shares on the
part of any other person not noted in its original stock transfer books, whether
or not it shall have express or other notice thereof.

                                   ARTICLE XII

                                 Indemnification

         Section 1. Definitions. For all purposes of this Article, (i) the term
"Officer" (when capitalized, but not otherwise) shall mean any person who is or
was a Director, the President, the Treasurer, the Secretary or the Clerk of this
corporation; (ii) the term "Employee" (when capitalized, but not otherwise)
shall mean any other person (whether or not a common law employee) who is or was
an officer, employee or agent of this corporation, or is or was serving at the
request of this corporation as a director, officer, trustee, partner, fiduciary,
employee or agent of another corporation, partnership, joint venture, trust,
pension or other employee benefit plan, or other enterprise; and (iii) the term
"Claimant" (when capitalized, but not otherwise) shall mean any Officer or
Employee seeking indemnification under this Article.

         Section 2. Indemnification. This corporation shall in all cases
indemnify any Officer, and shall have power exercisable by its Board of
Directors as provided in Section 5 hereof to indemnify any Employee, 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 the Claimant is or was an officer
or Employee, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement to the extent actually and reasonably incurred by the
Claimant in connection with such action, suit or proceeding; provided that no
indemnification may be provided for any Claimant with respect to any matter as
to which the Claimant shall have been finally adjudicated:

         A. Not to have acted honestly or in the reasonable belief that the
         Claimant's action was in or not opposed to the best interests of this
         corporation or its shareholders or, in the case of a Claimant serving
         as a fiduciary of an employee benefit plan or trust, in or not opposed
         to the best interests of that plan or trust, or its participant or
         beneficiaries; or



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         B. With respect to any criminal action or proceeding, to have had
         reasonable cause to believe that the Claimant's conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order or
conviction adverse to the Claimant, or by settlement or plea of nolo contendere
or its equivalent, shall not of itself create a presumption that the Claimant
did not act honestly or in the reasonable belief that the Claimant's action was
in or not opposed to the best interests of this corporation or its shareholders
or, in the case of a person serving as a fiduciary of an employee benefit plan
or trust, in or not opposed to the best interests of that plan or trust or its
participants or beneficiaries and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the Claimant's conduct was
unlawful.

         Section 3. Derivative Actions. Notwithstanding any provision of Section
2 hereof, this corporation shall not indemnify any person with respect to any
claim, issue or matter asserted by or in the right of this corporation as to
which the Claimant is finally adjudicated to be liable to this corporation
unless the court in which the action, suit or proceeding was brought shall
determine that, in view of all the circumstances of the case, the Claimant is
fairly and reasonably entitled to indemnity for such amounts as the court shall
deem reasonable.

         Section 4. When Defense Successful. Any provisions of Sections 2, 3 or
5 hereof to the contrary notwithstanding, to the extent that a Claimant has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or
matter therein, the Claimant shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred in connection therewith.

         Section 5. Determination in Specific Cases. Any indemnification of an
Employee under Section 2 hereof, unless ordered by a court or required by
Section 4 hereof, shall be made by this corporation only as authorized in the
specific case upon a determination that indemnification of the Claimant is
proper in the circumstances and in the best interests of this corporation. Where
such a case specific determination is required, that determination shall be made
by the Board of Directors by a majority vote of a quorum consisting of Directors
who were not parties to the action, suit or proceeding, or if such a quorum is
not obtainable, or even if obtainable if so directed by a majority vote of a
quorum of disinterested Directors, by independent legal counsel in a written
opinion, or by the shareholders. Such a determination once made may not be
revoked and, upon the making of that determination, the Employee may enforce the
indemnification against this corporation by a separate action notwithstanding
any attempted or actual subsequent action by the Board of Directors.

         Section 6. Advances of Expenses. Expenses incurred by or in behalf of
an Employee in defending a civil, criminal, administrative or investigative
action, suit or proceeding may be authorized and paid by this corporation in
advance of the final disposition of that action, suit or proceeding upon a
determination made in accordance


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with the procedure established in Section 5 hereof that, based solely on the
facts then known to those making the determination and without further
investigation, the Claimant satisfies the standard of conduct prescribed by
Section 2 hereof.

         Expenses incurred by or in behalf of an Officer in defending a civil,
criminal, administrative or investigative action, suit or proceeding shall in
all cases be paid, as reasonably requested from time to time by the Officer, by
this corporation in advance of the final disposition of the action, suit or
proceeding upon receipt by this corporation, at the time of the initial advance,
of:

         A. A written undertaking by or on behalf of the Officer to repay all
         amounts advanced if the Officer is finally adjudicated:

                  (1) Not to have acted honestly or in the reasonable belief
                  that his action was in or not opposed to the best interests of
                  this corporation or its shareholders, or, in the ease of a
                  Claimant serving as a fiduciary of an employee benefit plan or
                  trust, in or not opposed to the best interests of that plan or
                  trust, or its participants or beneficiaries;

                  (2) With respect to any criminal action or proceeding, to have
                  had reasonable cause to believe that his conduct was unlawful;
                  or

                  (3) With respect to any claim, issue or matter asserted in any
                  action, suit or proceeding brought by or in the right of this
                  corporation, to be liable to this corporation, unless the
                  court in which the action, suit or proceeding was brought
                  permits indemnification in accordance with Section 3 hereof;
                  and

         B. A written affirmation by the Officer that he has met the standard of
         conduct necessary for indemnification by this corporation as authorized
         in this Article.

         The undertaking required by paragraph A shall be an unlimited general
obligation of the Officer seeking the advance, but need not be secured and may
be accepted without reference to financial ability to make the repayment.

         Section 7. Indemnification Not Exclusive. The indemnification and
entitlement to advances of expenses provided by this Article shall not be
deemed exclusive of any other rights to which a Claimant may be entitled under
any agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in the Claimant's official capacity and as to action in
another capacity while holding an office with this corporation, and shall
continue as to a person who has ceased to be a director, officer, employee,
agent, trustee, partner or fiduciary and shall inure to the benefit of the
heirs, personal representatives, executors and administrators of such a
person.

         Section 8. Enforceable By Separate Action. A right to indemnification
required by this Article or established pursuant to the provisions of this
Article may be enforced


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by a separate action against this corporation, if an order for indemnification
has not been entered by a court in any action, suit or proceeding in respect to
which indemnification is sought.

         Section 9. Miscellaneous. For purposes of this Article, (i) references
to this "corporation" shall include, in addition to the surviving corporation or
new corporation, any participating corporation in a consolidation or merger;
(ii) this corporation shall be deemed to have requested a person to serve an
employee benefit plan whenever the performance by him of his duties to this
corporation also imposes duties on, or otherwise involves services by, him to
the plan or participants or beneficiaries of the plan; and (iii) excise taxes
assessed on a person seeking indemnification with respect to an employee benefit
plan pursuant to applicable law shall be deemed "fines".

         Section 10. Amendment. Any amendment, modification or repeal of this
Article shall not deny, diminish or otherwise limit the rights of any Claimant
to indemnification or advances hereunder with respect to any action, suit or
proceeding arising out of any conduct act or omission occurring or allegedly
occurring at any time prior to the date of such amendment, modification or
repeal.

                                  ARTICLE XIII

                                   Fiscal Year

         Section 1. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.


                                   ARTICLE XIV

                             Execution of Documents

         Section 1. Execution of Documents. Unless the Board of Directors,
Executive Committee or shareholders shall otherwise generally or in any specific
instance provide:

         A. Any bill, note or negotiable instrument may be signed or endorsed in
         the name and on behalf of this corporation in the ordinary course of
         business by the President or Treasurer, acting singly;

         B. The President or Treasurer, acting singly, shall in the ordinary
         course of business have authority to sign or endorse in the name and on
         behalf of this corporation all checks and other orders for the payment
         of money drawn on any bank or trust company;

         C. The President or Treasurer, acting singly, shall have authority to
         make, in the name and on behalf of this corporation, all contracts in
         the ordinary course of business; and



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         D. Any other instrument, document, deed, bill of sale or other writing
         of whatever nature to be executed in the ordinary course of business
         may be executed in the name and on behalf of this corporation by the
         President or Treasurer, acting singly, and either officer may seal,
         acknowledge and deliver the same.

         Section 2. Assistants. Vice Presidents and Assistant Treasurers shall
not have the authority provided in Section 1 unless granted by the Board of
Directors generally or in any specific instance.

                                   Article XV

                              Amendments to Bylaws

         Section 1. Amendments. The Board of Directors shall have the power to
alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the
notice, unless notice shall be duly waived, of any regular or special meeting at
which such action is to be taken shall either set out the text of the proposed
new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes
to be effected by such adoption, amendment or repeal, and provided further that
the shareholders may amend or repeal a Bylaw provision adopted by the Board of
Directors and in such case the Board of Directors may not, for two years
thereafter, amend or readopt the Bylaw provision thus amended or repealed by the
shareholders.







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