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                                                                    Exhibit 4.2


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                              DJ ORTHOPEDICS, INC.



                           INCORPORATED UNDER THE LAWS
                            OF THE STATE OF DELAWARE





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                                 AMENDED BY-LAWS
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                         AS ADOPTED ON NOVEMBER 6, 2001
                      EFFECTIVE AS PROVIDED IN SECTION 6.6






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                                 AMENDED BY-LAWS

                                       OF


                              DJ ORTHOPEDICS, INC.



                                    ARTICLE I

                                     OFFICES


1.1      REGISTERED OFFICE.

         The registered office of dj Orthopedics, Inc. (the "CORPORATION") in
the State of Delaware shall be at 9 East Loockerman Street, City of Dover,
County of Kent, 19901 and the registered agent in charge thereof shall be
National Registered Agents, Inc.

1.2      OTHER OFFICES.

         The Corporation may also have an office or offices at any other place
or places within or outside the State of Delaware as the board of directors of
the Corporation (the "BOARD") may from time to time determine or the business of
the Corporation may require.

1.3      BOOKS.

         The books of the Corporation may be kept within or without of the State
of Delaware as the Board may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                             MEETING OF STOCKHOLDERS

2.1      TIME AND PLACE OF MEETINGS.

         Meetings of stockholders may be held at such place, either within or
without of the State of Delaware, on such date and at such time as may be
determined from time to time by the Board (or the Chairman of the Board in the
absence of a designation by the Board). The Board may, in its sole discretion,
determine that the meeting shall not be held at any place, but may instead be
held solely by means of remote communication as provided in Section 2.13.

2.2      ANNUAL MEETINGS.

         Annual meetings of the stockholders, commencing with the year [2002],
shall be held for the election of directors and for the transaction of such
other business as may properly come before the meeting.


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2.3      SPECIAL MEETINGS.

         Special meetings of the stockholders for any purpose or purposes may be
called by the Board, or the Chairman of the Board, the Chief Executive Officer
or the President and may not be called by any other person. Notwithstanding the
foregoing, whenever holders of one or more classes or series of Preferred Stock
shall have the right, voting separately as a class or series, to elect
directors, such holders may call special meetings of such holders pursuant to
the terms of the certificate of designation for such classes or series.

2.4      NOTICE OF MEETINGS AND ADJOURNED MEETINGS; WAIVERS OF NOTICE.

         (a) Except as otherwise provided by the General Corporation Law of
the State of Delaware as the same exists or may hereafter be amended
("DELAWARE LAW"), the Amended and Restated Certificate of Incorporation of
the Corporation approved by the Board and stockholders of the Corporation in
connection with the Corporation's initial public offering of shares of its
Common Stock and filed with the Secretary of State of the State of Delaware
on November 19, 2001, as the same may be amended from time to time, (the
"CERTIFICATE") or these By-laws, notice of each annual or special meeting of
the stockholders shall be given to each stockholder of record entitled to
vote at such meeting not less than 10 nor more than 60 days before the day on
which the meeting is to be held, by delivering written notice thereof to such
stockholder personally, or by mailing a copy of such notice, postage prepaid,
directly to the stockholder at such stockholder's address as it appears in
the records of the Corporation, or by transmitting such notice thereof at
such address by telegraph, cable or other telephonic transmission, or by
electronic transmission consented to by the stockholder to whom the notice is
given in accordance with the requirements of Delaware Law which consent has
not been revoked as provided in Delaware Law. Every such notice shall state
the place, if any, the date and hour of the meeting, the means of remote
communications, if any, by which stockholders and proxy holders may be deemed
to be present in person and vote at such meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called. Unless
these By-laws otherwise require, when a meeting is adjourned to another time
or place (whether or not a quorum is present), notice need not be given of
the adjourned meeting if the time, place, if any, thereof and the means of
remote communications, if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at any such adjourned meeting are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Corporation may transact any business which might have been
transacted at the original meeting. Notwithstanding the foregoing, if the
adjournment is for more than 30 days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting not less than 10 nor more than 60 days before the day on which the
meeting is to be held.

         (b) A written waiver of any such notice signed by the person entitled
thereto, or a waiver by electronic transmission by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Except as otherwise provided in these By-laws, neither the business to
be transacted at, nor the purpose of, any meeting of the


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stockholders need be specified in any such notice or waiver of notice, whether
in writing or by electronic transmission. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

2.5      QUORUM.

         Unless otherwise provided by the Certificate or these By-laws and
subject to Delaware Law, at each meeting of stockholders the holders of a
majority of the issued and outstanding shares of capital stock of the
Corporation entitled to vote at such meeting, present in person or represented
by proxy, shall constitute a quorum for the transaction of business.

2.6      ORGANIZATION.

         Unless otherwise determined by the Board, at each meeting of the
stockholders, the Chairman of the Board, if one shall have been elected, (or in
his absence or if one shall not have been elected, the Chief Executive Officer,
or in his absence or if one shall not have been elected, the President, if he or
she is also a director) shall act as chairman of the meeting. The Secretary (or
in his absence or inability to act, the person whom the chairman of the meeting
shall appoint secretary of the meeting) shall act as secretary of the meeting
and keep the minutes thereof.

2.7      ORDER OF BUSINESS.

         The order of business at each meeting of the stockholders shall be
determined by the chairman of such meeting.

2.8      VOTING.

         (a) Unless otherwise provided in the Certificate and subject to
Delaware Law, each stockholder shall be entitled to one vote in person or by
proxy for each outstanding share of capital stock of the Corporation held by
such stockholder. Any shares of capital stock of the Corporation held by the
Corporation shall have no voting rights. Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held. A person whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the Corporation, such person has expressly empowered the pledgee to
vote thereon, in which case only the pledgee or such pledgee's proxy may
represent such stock and vote thereon. If shares or other securities having
voting power stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the Secretary of the Corporation
shall be given written notice to the contrary and furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is
so provided, their acts with respect to voting shall have the following effect:

                  (i)      if only one votes, such person's act binds all;

                  (ii)     if more than one votes, the act of the majority so
                           voting binds all; and

                  (iii)    if more than one votes, but the vote is evenly split
                           on any particular matter, such shares shall be voted
                           in the manner provided by Delaware Law.


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If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purposes of this Section 2.8 shall
be a majority or even-split in interest. The Corporation shall not vote directly
or indirectly any share of its own capital stock.

         (b) Unless otherwise provided in Delaware Law, the Certificate or these
By-laws, in all matters other than the election of directors, the affirmative
vote of a majority of the outstanding shares of capital stock of the Corporation
present, in person or by proxy, at a meeting of stockholders and entitled to
vote on the subject matter shall constitute the valid act of the stockholders.
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.

         (c) The election of directors need not be by written ballot. However,
if authorized by the Board, the use of a written ballot shall be satisfied by a
ballot submitted by electronic transmission, provided that any such electronic
transmission must either set forth or be submitted with information from which
it can be determined that the electronic transmission was authorized by the
stockholder or proxyholder.

         (d) Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for such stockholder by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period.

         (e) Without limiting the manner in which a stockholder may authorize
another person or persons to act for such stockholder as proxy pursuant to
subsection (d) of this Section 2.8, the following shall constitute a valid means
by which a stockholder may grant such authority:

                  (i) A stockholder may execute a writing authorizing another
         person or persons to act for such stockholder as proxy. Execution may
         be accomplished by the stockholder or such stockholder's authorized
         officer, director, employee or agent signing such writing or causing
         such person's signature to be affixed to such writing by any reasonable
         means including, but not limited to, by facsimile signature; and

                  (ii) A stockholder may authorize another person or persons to
         act for such stockholder as proxy by transmitting or authorizing the
         transmission of a telegram, cablegram, or other means of electronic
         transmission to the person who will be the holder of the proxy or to a
         proxy solicitation firm, proxy support service organization or like
         agent duly authorized by the person who will be the holder of the proxy
         to receive such transmission, provided that any such telegram,
         cablegram or other means of electronic transmission must either set
         forth or be submitted with information from which it can be determined
         that the telegram, cablegram or other electronic transmission was
         authorized by the stockholder. If it is determined that such telegrams,
         cablegrams or other electronic transmissions are valid, the inspectors
         or, if there are no inspectors, such other persons making that
         determination shall specify the information upon which they relied.

         (f) Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to subsection (e)
of this Section 2.8 may be substituted or used in lieu of the original writing
or transmission for any and all purposes for which the


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original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.

2.9      INSPECTORS OF ELECTIONS.

         Preceding any meeting of the stockholders, the Board by resolution or
the Chairman of the Board or the Chief Executive Officer shall appoint one or
more persons to act as inspectors at the meeting and make a written report
thereof. The Corporation may designate one or more alternate inspectors to
replace any inspector who fails to act. In the event no inspector or alternate
is able to act at a meeting of stockholders, the person presiding at the meeting
shall appoint one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of the duties of an inspector, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of such inspector's ability. The
inspectors shall:

         (a) ascertain the number of shares outstanding and the voting power of
each;

         (b) determine the shares represented at a meeting and the validity of
proxies and ballots;

         (c) count all votes and ballots;

         (d) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors; and

         (e) certify their determination of the number of shares represented at
the meeting, and his or her count of all votes and ballots.

                  The inspector(s) may appoint or retain other persons or
entities to assist the inspectors in the performance of the duties of inspector.

                  In determining the shares represented and the validity and
counting of proxies and ballots, the inspector shall be limited to an
examination of the proxies, any envelopes submitted with those proxies, any
information provided in accordance with Section 2.8 of these By-laws or any
information provided pursuant to Section 2.13(b)(i) and (iii) of these By-laws,
ballots and the regular books and records of the Corporation. The inspector may
consider other reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers or their
nominees or a similar person which represent more votes than the holder of a
proxy is authorized by the record owner to cast or more votes than the
stockholder holds of record. If the inspector considers other reliable
information for the limited purpose permitted by this paragraph, the inspector,
at the time of his or her certification pursuant to subsection (e) of this
Section 2.9, shall specify the precise information considered, the person or
persons from whom the information was obtained, when this information was
obtained, the means by which the information was obtained, and the basis for the
inspector's belief that such information is accurate and reliable.


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2.10     OPENING AND CLOSING OF POLLS.

         The date and time of the opening and closing of the polls for each
matter to be voted upon at a stockholder meeting shall be announced at the
meeting. The inspector of the election shall be prohibited from accepting any
ballots, proxies or votes or any revocations thereof or changes thereto after
the closing of the polls, unless the Delaware Court of Chancery upon application
by a stockholder shall determine otherwise.

2.11     LIST OF STOCKHOLDERS.

         It shall be the duty of the Secretary or other officer of the
Corporation who shall have charge of its stock ledger to prepare and make, at
least 10 days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote thereat, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Nothing contained in this Section 2.11 shall
require the Corporation to include electronic mail addresses or other electronic
contact information in such list. Such list shall be open to the examination of
any stockholder, for any purpose germane to any such meeting, for a period of at
least 10 days prior to such meeting (i) if so authorized by the Board, on a
reasonably accessible electronic network, provided that the information required
to gain electronic access to such list is provided with the notice of the
meeting, or (ii) during ordinary business hours, at the principal place of
business of the Corporation. If the Board determines to make the list available
on an electronic network, the Corporation shall take reasonable steps to ensure
that such information is available only to stockholders of the Corporation. If
the meeting is to be held at a place, then such list shall be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. If the meeting is to be held solely
by means of remote communications, then the list shall also be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting.

2.12     ACTION BY CONSENT.

         Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken only upon the vote of stockholders at an
annual or special meeting duly noticed and called in accordance with Delaware
Law and may not be taken by written consent of stockholders without a meeting.

2.13     PARTICIPATION AT STOCKHOLDER MEETINGS BY REMOTE COMMUNICATIONS

         If authorized by the Board in its sole discretion, and subject to such
guidelines and procedures as the Board may adopt, stockholders and proxyholders
not physically present at a meeting of stockholders may, by means of remote
communication:

         (a) participate in a meeting of stockholders; and

         (b) be deemed present in person and vote at a meeting of stockholders
whether such meeting is to be held at a designated place or solely by remote
communication, provided that (i) the Corporation shall implement reasonable
measures to verify that each person deemed


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present and permitted to vote at the meeting by means of remote communication is
a stockholder or proxyholder, (ii) the Corporation shall implement reasonable
measures to provide such stockholders and proxyholders a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the
stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings, and (iii) if any
stockholder or proxyholder votes or takes other action at the meeting by means
of remote communication, a record of such vote or other action shall be
maintained by the Corporation.

2.14     NOMINATION OF DIRECTORS.

         Only persons who are nominated in accordance with the procedures set
forth in these By-laws shall be eligible to serve as directors. Nominations of
persons for election to the Board of the Corporation may be made at a meeting of
stockholders (a) by or at the direction of the Board or (b) by any stockholder
of the Corporation who is a stockholder of record at the time of giving of
notice provided for in this Section 2.14, who shall be entitled to vote for the
election of directors at the meeting and who complies with the notice procedures
set forth in this Section 2.14. Such nominations, other than those made by or at
the direction of the Board, must be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 90 days nor more than 120 days prior to the first
anniversary of the previous year's annual meeting. Such stockholder's notice
shall set forth (a) as to each person whom the stockholder proposes to nominate
for election or reelection as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or which is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934
Act") (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (b) as to
the stockholder giving the notice (i) the name and address, as they appear on
the Corporation's books, of such stockholder, (ii) the class and number of
shares of the Corporation which are beneficially owned by such stockholder and
(iii) a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nominations are to be made by such
stockholder. At the request of the Board, any person nominated by the Board for
election as a director shall furnish to the secretary of the Corporation that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee. No person shall be eligible to serve as a
director of the Corporation unless nominated in accordance with the procedures
set forth in this Section 2.14. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the By-laws, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded. Notwithstanding the foregoing provisions of this Section 2.14, a
stockholder shall also comply with all applicable requirements of the 1934 Act,
and the rules and regulations thereunder with respect to the matters set forth
in this Section 2.14.

2.15     NOTICE OF BUSINESS.

         At any meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (a) by or at the
direction of the Board or (b) by any stockholder


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of the Corporation who is a stockholder of record at the time of giving of the
notice provided for in this Section 2.15, who shall be entitled to vote at such
meeting and who complies with the notice procedures set forth in this Section
2.15. For business to be properly brought before a stockholder meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 90 days nor more than 120 days prior to the first
anniversary of the previous year's annual meeting. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the meeting (a) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting,
(b) the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of the
Corporation which are beneficially owned by the stockholder and (d) any material
interest of the stockholder in such business business and a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder. Notwithstanding anything in the By-laws to the contrary, no
business shall be conducted at a stockholder meeting except in accordance with
the procedures set forth in this Section 2.15. The chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of the By-laws, and if he should so determine, he shall so declare to
the meeting that any such business not properly brought before the meeting shall
not be transacted. Notwithstanding the foregoing provisions of this Section
2.15, a stockholder shall also comply with all applicable requirements of the
1934 Act, and the rules and regulations thereunder with respect to the matters
set forth in this Section 2.15.

                                   ARTICLE III

                               BOARD OF DIRECTORS

3.1      GENERAL POWERS.

         Except as otherwise provided by Delaware Law or the Certificate, the
business, property and affairs of the Corporation shall be managed by or under
the direction of the Board, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Certificate directed or required to be exercised or done by the stockholders.

3.2      NUMBER, CLASSES AND TERM OF OFFICE.

         The Board shall consist of not less than three nor more than fifteen
directors, with the exact number of directors to be determined from time to time
solely by resolution adopted by the affirmative vote of a majority of the entire
Board. The directors shall be divided into three classes, designated Class I,
Class II and Class III. Each class shall consist, as nearly as may be possible,
of one-third of the total number of directors constituting the entire Board.
Except as otherwise provided in the Certificate, each director shall serve for a
term ending on the date of the third annual meeting of stockholders next
following the annual meeting at which such director was elected. Notwithstanding
the foregoing, each director shall hold office until such


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director's successor shall have been duly elected and qualified or until such
director's earlier death, resignation or removal. Directors need not be
stockholders.

3.3      RESIGNATION.

         Any director may resign at any time by a notice given in writing or by
electronic transmission to the Board or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein or, if the time be
not specified, upon receipt thereof; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

3.4      VACANCIES.

         Unless otherwise provided in the Certificate, vacancies on the Board
resulting from death, resignation, removal or otherwise and newly created
directorships resulting from any increase in the number of directors may be
filled solely by a majority of the directors then in office (although less than
a quorum) or by the sole remaining director. Each director so elected shall hold
office for a term that shall coincide with the term of the Class to which such
director shall have been elected. If there are no directors in office, then an
election of directors may be held in accordance with Delaware Law. Unless
otherwise provided in the Certificate, when one or more directors shall resign
from the Board, effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in the filling of the other vacancies.

3.5      REMOVAL.

         No director may be removed from office by the stockholders except for
cause and with the affirmative vote of the holders of not less than 66 2/3% of
the total voting power of all outstanding securities of the Corporation then
entitled to vote generally in the election of directors, voting together as a
single class.

3.6      COMPENSATION.

         Unless otherwise restricted by the Certificate or these By-laws, the
Board shall have authority to fix the compensation of directors, including fees
and reimbursement of expenses.

3.7      MEETINGS AND CONDUCT THEREOF

         (a) TIME AND PLACE OF MEETINGS. The Board may hold its meetings at such
place or places within or outside the State of Delaware, and at such times, as
may from time to time be determined by the Board (or the Chairman of the Board
in the absence of a determination by the Board).

         (b) ANNUAL MEETINGS. As soon as practicable after each annual meeting
of stockholders, the Board shall meet for the purpose of organization, the
election of officers and the transaction of other business, on the same day and
at the same place where such annual


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meeting shall be held unless it shall have transacted all such business by
written consent pursuant to Section 3.8 of this Article III. Notice of such
meeting need not be given. In the event such annual meeting is not so held, the
annual meeting of the Board may be held at such place either within or outside
the State of Delaware, on such date and at such time as shall be specified in a
notice thereof given as hereinafter provided in Section 3.7(d) of this Article
III or in a written waiver of notice thereof signed by any director who chooses
to waive the requirement of notice or a waiver by electronic transmission by the
director who chooses to waive the requirement of notice.

         (c) REGULAR MEETINGS. After the place and time of regular meetings of
the Board shall have been determined and notice thereof shall have been once
given to each member of the Board, regular meetings may be held without further
notice being given.

         (d) SPECIAL MEETINGS. Special meetings of the Board may be called by
the Chairman of the Board and shall be called by the Chairman of the Board or
the Secretary on the written request of three directors. Notice of special
meetings of the Board shall be given to each director at least two days before
the date of the meeting in such manner as is determined by the Board or may be
given on such shorter notice as the person or persons calling such meeting may
deem necessary or appropriate under the circumstances.

         (e) WAIVER OF NOTICE. A written waiver of any notice signed by the
person entitled thereto, or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except when such director attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Except as otherwise provided in these By-laws, neither the
business to be transacted at, nor the purpose of, any meeting of directors need
be specified in any such notice or waiver of notice.

         (f) QUORUM AND MANNER OF ACTING. Unless the Certificate or these
By-laws require a greater number, a majority of the total number of directors
then in office shall be present in person at any meeting of the Board in order
to constitute a quorum for the transaction of business at such meeting, and the
affirmative vote of a majority of those directors present at any such meeting at
which a quorum is present shall be necessary for the passage of any resolution
or act of the Board. When a meeting is adjourned to another time or place
(whether or not a quorum is present), notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Board may transact any
business which might have been transacted at the original meeting. If a quorum
shall not be present at any meeting of the Board the directors present thereat
may adjourn the meeting, from time to time, without anything other than an
announcement at the meeting, until a quorum shall be present.

         (g) ORGANIZATION. At each meeting of the Board, one of the following
shall act as chairman of the meeting and preside thereat, in the following order
of precedence:

                  (i) the Chairman of the Board, if any;


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                  (ii) the President (if a director); or

                  (iii) any director designated by a majority of the
                        directors present.

The Secretary or, in the case of his absence, an Assistant Secretary, if an
Assistant Secretary has been appointed and is present, or any person whom the
chairman of the meeting shall appoint shall act as secretary of such meeting and
keep the minutes thereof.

3.8      DIRECTORS' CONSENT IN LIEU OF MEETING.

         Unless otherwise restricted by the Certificate or these By-laws, any
action required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or
committee. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in
electronic form.

3.9      ACTION BY MEANS OF CONFERENCE TELEPHONE OR OTHER COMMUNICATIONS
         EQUIPMENT.

         Unless otherwise restricted by the Certificate or these By-laws,
members of the Board, or any committee designated by the Board, may participate
in a meeting of the Board or such committee, as the case may be, by means of
conference telephone or other communications equipment by which all persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall constitute presence in person at such meeting.

3.10     COMMITTEES.

         The Board may designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence 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 to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it, but no such committee shall have the
power or authority in reference to the following matter: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by Delaware Law to be submitted to the stockholders for approval; or
(ii) adopting, amending or repealing any bylaw of the Corporation. Each
committee shall keep regular minutes of its meetings and report the same to the
Board when required.

3.11     PREFERRED DIRECTORS.

         Notwithstanding anything else contained herein, whenever the holders of
one or more classes or series of Preferred Stock shall have the right, voting
separately as a class or series, to


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elect directors, the election, term of office, filing of vacancies, removal and
other features of such directorships shall be governed by the terms of the
resolutions applicable thereto adopted by the Board pursuant to the Certificate,
and such directors so elected shall not be subject to the provisions of Sections
3.2, 3.4 and 3.5 of this Article III unless otherwise provided in such
resolutions.

3.12     INTERESTED DIRECTORS.

         No contract or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board or
committee thereof which authorizes the contract or transaction, or solely
because any such director's or officer's votes are counted for such purpose if
(i) the material facts as to the director's or officer's relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board or the committee, and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board, a committee thereof
or the stockholders. Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee which
authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

4.1      PRINCIPAL OFFICERS.

         The principal officers of the Corporation shall be a Chairman of the
Board, if one is appointed by the Board (and any references to the Chairman of
the Board shall not apply if a Chairman has not been appointed), a Chief
Executive Officer, a President, one or more Vice Presidents, a Treasurer, and a
Secretary who shall have the duty, among other things, to record the proceedings
of the meetings of stockholders and directors in a book kept for that purpose.
The Corporation may also have such other principal officers, including one or
more controllers, as the Board may in its discretion appoint. One person may
hold the offices and perform the duties of any two or more of said offices,
except that no one person shall hold the offices and perform the duties of Chief
Executive Officer or President and Secretary. The officers of the Corporation
need not be stockholders of the Corporation, nor, except in the case of the
Chairman of the Board, need such officers be directors of the Corporation.


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4.2      AUTHORITY AND DUTIES.

         The officers of the Corporation shall have such powers and perform such
incident to each of their respective offices and such other duties as may be
provided in these By-laws or as may from time to time be conferred upon or
assigned to them by the Board.

4.3      SUBORDINATE OFFICERS.

         In addition to the principal officers enumerated in Section 4.1 of this
Article IV, the Corporation may have such other subordinate officers, agents and
employees as the Board may deem necessary, including one or more Assistant
Secretaries, one or more Assistant Treasurers and one or more Assistant
Controllers, each of whom shall hold office for such period, have such authority
and perform such duties as the Board, the Chairman or the President may from
time to time determine. The Board may delegate to any principal officer the
power to appoint and define the authority and duties of, or remove, any such
officers, agents or employees.

4.4      TERM OF OFFICE, RESIGNATION, REMOVAL AND REMUNERATION.

         The principal officers of the Corporation shall be elected annually by
the Board at the annual meeting thereof, or at such other times as the Board
shall deem appropriate. Each such officer shall hold office until such officer's
successor has been elected or appointed and qualified or until such officer's
earlier death or resignation or removal. The remuneration of all officers of the
Corporation shall be fixed from time to time by the Board of Directors unless
otherwise delegated by the Board to a particular committee of the Board. Any
vacancy in any office shall be filled in such manner as the Board shall
determine. The Board may require any officer to give security for the faithful
performance of his duties.

         Any officer may resign at any time by giving written notice to the
Board, the Chairman of the Board, the President or the Secretary. Such
resignation shall take effect at the time specified therein or, if the time be
not specified, at the time of receipt of notice thereof; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

         Except as otherwise permitted by Section 4.3 of this Article IV, any
officer may be removed, with or without cause, at any time, by resolution
adopted by the Board.

4.5      THE CHAIRMAN OF THE BOARD.

         The Chairman of the Board shall give counsel and advice to the Board
and the officers of the Corporation on all subjects concerning the welfare of
the Corporation and the conduct of its business and shall perform such other
duties as the Board may from time to time determine. The Chairman of the Board
shall preside at meetings of the Board and of the stockholders at which he is
present.

4.6      THE PRESIDENT AND THE CHIEF EXECUTIVE OFFICER.

         Unless otherwise determined by the Board, the President shall be the
chief executive officer of the Corporation. The President (or in the event the
Board separately appoints a Chief


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Executive Officer, the person appointed as such Chief Executive Officer) shall
have supervision, direction and control of the business and affairs of the
Corporation subject to the control of the Board and shall see that all orders
and resolutions of the Board are carried into effect. The President (or in the
event the Board separately appoints a Chief Executive Officer, the person
appointed as such Chief Executive Officer) shall from time to time make such
reports of the affairs of the Corporation as the Board may require and shall
perform such other duties as the Board may from time to time determine.

         If the Board has separately appointed a Chief Executive Officer and a
President, in the absence or disability of the Chief Executive Officer, the
President, unless otherwise determined by the Board, shall have the authority,
and shall perform the duties, of the Chief Executive Officer.

4.7      THE SECRETARY.

         If requested by the Board or the Chairman of the Board, the Secretary
shall, to the extent practicable, attend meetings of the Board and meetings of
the stockholders. The Secretary shall record all votes and the minutes of all
proceedings in a book to be kept for that purpose. The Secretary may give, or
cause to be given, notice of all meetings of the stockholders and of the Board,
and all other notices required by law or by these By-laws. The Secretary shall
keep in safe custody the seal of the Corporation and affix the same to any duly
authorized instrument requiring it and, when so affixed, it shall be attested by
his signature or by the signature of the Treasurer or, if appointed, an
Assistant Secretary or an Assistant Treasurer. The Secretary shall keep in safe
custody the certificate books and stockholder records and such other books and
records as the Board may direct, and shall perform all other duties incident to
the office of Secretary and such other duties as from time to time may be
assigned to him by the Board, the Chairman of the Board or the Chief Executive
Officer.

4.8      THE TREASURER.

         The Treasurer shall have the care and custody of the corporate funds
and other valuable effects, including securities, shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board or the Chief Executive Officer, taking proper vouchers for
such disbursements, shall render to the Chairman of the Board, the Chief
Executive Officer and directors, at the regular meetings of the Board or
whenever they may request it, an account of all his transactions as Treasurer
and of the financial condition of the Corporation and shall perform all other
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the Board, the Chairman of the Board or the Chief
Executive Officer. Unless otherwise determined by the Board, the Treasurer shall
be the chief financial officer of the Corporation.


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                                    ARTICLE V

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

5.1      EXECUTION OF DOCUMENTS.

         The Board shall designate, by either specific or general resolution,
the officers, employees and agents of the Corporation who shall have the power
to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks,
drafts and other orders for the payment of money and other documents for and in
the name of the Corporation, and may authorize such officers, employees and
agents to delegate such power (including authority to redelegate) by written
instrument to other officers, employees or agents of the Corporation.

5.2      DEPOSITS.

         All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation or otherwise as the Board or
Treasurer, or any other officer of the Corporation to whom power in this respect
shall have been given by the Board, shall select.

5.3      PROXIES WITH RESPECT TO STOCK OR OTHER SECURITIES OF OTHER
         CORPORATIONS.

         The Chief Executive Officer, the President or any other officer of the
Corporation designated by the Board shall have authority from time to time to
appoint an agent or agents of the Corporation to exercise in the name and on
behalf of the Corporation the powers and rights which the Corporation may have
as the holder of stock or other securities in any other corporation, and to vote
or consent with respect to such stock or securities. Such designated officers
may instruct the person or persons so appointed as to the manner of exercising
such powers and rights, and such designated officers may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal or otherwise, such written proxies, powers of attorney or other instruments
as they may deem necessary or proper in order that the Corporation may exercise
its powers and rights.

                                   ARTICLE VI

                               GENERAL PROVISIONS

6.1      FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD; BENEFICIAL
         OWNERS.

         (a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board, and which record date shall be not more than 60 nor less than 10
days before the date of such meeting. If no record date is fixed by the Board,
the record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of


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stockholders shall apply to any adjournment of the meeting; PROVIDED, HOWEVER,
that the Board may fix a new record date for the adjourned meeting.

         (b) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than 60 days prior to such action. If no
record date is fixed, 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 resolution relating thereto.

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

6.2      DIVIDENDS.

         Subject to limitations contained in Delaware Law and the Certificate,
the Board may declare and pay dividends upon the shares of capital stock of the
Corporation, which dividends may be paid either in cash, in property or in
shares of the capital stock of the Corporation.

6.3      FISCAL YEAR.

         The fiscal year of the Corporation shall commence on January 1 and end
on December 31 of each year.

6.4      CORPORATE SEAL.

         The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed, affixed or otherwise reproduced.

6.5      AMENDMENTS.

         These By-laws or any of them, may be altered, amended or repealed, or
new By-laws may be made, by the stockholders entitled to vote thereon at any
annual or special meeting thereof or by the Board.

6.6      EFFECTIVE DATE.

         These By-laws shall become effective concurrently with the
effectiveness of the Corporation's Certificate.

                                    * * * * *


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