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                                                                     Exhibit 4.6


                           AMENDED AND RESTATED BYLAWS

                                       OF

                            RAINING DATA CORPORATION
                             A DELAWARE CORPORATION

                        (AS ADOPTED ON DECEMBER 12, 2001)

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                          AMENDED AND RESTATED BYLAWS

                                       OF

                            RAINING DATA CORPORATION

                                    ARTICLE I

                                     OFFICES

SECTION 1.1    REGISTERED OFFICE.

        The registered office of the corporation in the State of Delaware shall
be in the City of Wilmington, County of New Castle.

SECTION 1.2    OTHER OFFICES.

        The corporation may also have offices at such other places, both within
and without the State of Delaware as the Board of Directors may from time to
time determine or the business of the corporation may require.

                                   ARTICLE II

                             STOCKHOLDERS' MEETINGS

SECTION 2.1    PLACE OF MEETINGS.

        (a) Meetings of stockholders may be held at such place, either within or
without this State, as may be designated by or in the manner provided in these
Bylaws or, if not so designated, as determined by the Board of Directors. The
Board of Directors 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 authorized by paragraph (b) of this Section 2.1.

        (b) If authorized by the Board of Directors in its sole discretion, and
subject to such guidelines and procedures as the Board of Directors may adopt,
stockholders and proxyholders not physically present at a meeting of
stockholders may, by means of remote communication as authorized by Section
211(a)(2) of the Delaware General Corporation Law:

               (1) Participate in a meeting of stockholders; and

               (2) 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 means of  remote  communication,  provided  that  (A) the  corporation  shall
implement  reasonable  measures to verify that each  person  deemed  present and
permitted  to  vote  at the  meeting  by  means  of  remote  communication  is a
stockholder or proxyholder, (B) the corporation shall implement reasonable


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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  (C)  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.

        (c) For purposes of this Section 2.1, "remote communication" shall
include (1) telephone or other voice communications and (2) electronic mail or
other form of written or visual electronic communications satisfying the
requirements of Section 2.11(b).

SECTION 2.2    ANNUAL MEETINGS.

        The annual meetings of the stockholders of the corporation, for the
purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors.

SECTION 2.3    SPECIAL MEETINGS.

        Special Meetings of the stockholders of the corporation may be called,
for any purpose or purposes, by the Chairman of the Board or the President or a
majority of the Board of Directors then in office at any time.

SECTION 2.4    NOTICE OF MEETINGS.

        (a) Except as otherwise provided by law or the Certificate of
Incorporation, written notice of each meeting of stockholders, specifying the
place, if any, date and hour and purpose or purposes of the meeting, and the
means of remote communication, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such meeting, shall be given
not less than ten (10) nor more than sixty (60) days before the date of the
meeting to each stockholder entitled to vote thereat, directed to his address as
it appears upon the books of the corporation; except that where the matter to be
acted on is a merger or consolidation of the Corporation or a sale, lease or
exchange of all or substantially all of its assets, such notice shall be given
not less than twenty (20) nor more than sixty (60) days prior to such meeting.

        (b) If at any meeting action is proposed to be taken which, if taken,
would entitle stockholders fulfilling the requirements of Section 262(d) of the
Delaware General Corporation Law to an appraisal of the fair value of their
shares, the notice of such meeting shall contain a statement of that purpose and
to that effect and shall be accompanied by a copy of that statutory section.

        (c) When a meeting is adjourned  to another  time or place,  notice need
not be given of the adjourned meeting if the time,  place, if any, thereof,  and
the  means  of  remote   communication,   if  any,  by  which  stockholders  and
proxyholders  may be deemed to be present  in person and vote at such  adjourned
meeting,  are announced at the meeting at which the  adjournment is taken unless
the  adjournment  is for more  than  thirty  (30)  days,  or  unless  after  the
adjournment a new


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record date is fixed for the adjourned  meeting,  in which event a notice of the
adjourned  meeting shall be given to each stockholder of record entitled to vote
at the meeting.

        (d) Notice of the time, place and purpose of any meeting of stockholders
may be waived in writing, either before or after such meeting, and, to the
extent permitted by law, will be waived by any stockholder by his attendance
thereat, in person or by proxy. Any stockholder so waiving notice of such
meeting shall be bound by the proceedings of any such meeting in all respects as
if due notice thereof had been given.

        (e) Without limiting the manner by which notice otherwise may be given
effectively to stockholders, any notice to stockholders given by the corporation
under any provision of Delaware General Corporation Law, the Certificate of
Incorporation, or these Bylaws shall be effective if given by a form of
electronic transmission consented to by the stockholder to whom the notice is
given. Any such consent shall be revocable by the stockholder by written notice
to the corporation. Any such consent shall be deemed revoked if (i) the
corporation is unable to deliver by electronic transmission two consecutive
notices given by the corporation in accordance with such consent, and (ii) such
inability becomes known to the secretary or an assistant secretary of the
corporation or to the transfer agent or other person responsible for the giving
of notice; provided, however, the inadvertent failure to treat such inability as
a revocation shall not invalidate any meeting or other action. Notice given
pursuant to this subparagraph (e) shall be deemed given: (1) if by facsimile
telecommunication, when directed to a number at which the stockholder has
consented to receive notice; (2) if by electronic mail, when directed to an
electronic mail address at which the stockholder has consented to receive
notice; (3) if by a posting on an electronic network together with separate
notice to the stockholder of such specific posting, upon the later of (A) such
posting and (B) the giving of such separate notice; and (4) if by any other form
of electronic transmission, when directed to the stockholder. An affidavit of
the secretary or an assistant secretary or of the transfer agent or other agent
of the corporation that the notice has been given by a form of electronic
transmission shall, in the absence of fraud, be prima facie evidence of the
facts stated therein. For purposes of these Bylaws, "electronic transmission"
means any form of communication, not directly involving the physical
transmission of paper, that creates a record that may be retained, retrieved and
reviewed by a recipient thereof, and that may be directly reproduced in paper
form by such a recipient through an automated process.

SECTION 2.5    QUORUM AND VOTING.

        (a) At all meetings of stockholders except where otherwise provided by
law, the Certificate of Incorporation or these Bylaws, the presence, in person
or by proxy duly authorized, of the holders of a majority of the voting power of
the stock issued and outstanding and entitled to vote thereat, shall constitute
a quorum for the transaction of business. Shares, the voting of which at said
meeting have been enjoined, or which for any reason cannot be lawfully voted at
such meeting, shall not be counted to determine a quorum at said meeting. In the
absence of a quorum, any meeting of stockholders may be adjourned, from time to
time, by vote of the holders of a majority of the shares represented thereat,
but no other business shall be transacted at such meeting. At such adjourned
meeting at which a quorum is present or represented, any business may be
transacted which might have been transacted at the original meeting. The
stockholders


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

        (b) Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, all action taken by the holders of a majority of
the voting power represented at any meeting at which a quorum is present shall
be valid and binding upon the corporation.

        (c) Where a separate vote by a class or classes is required, a majority
of the outstanding shares of such class or classes present in person or
represented by proxy shall constitute a quorum entitled to take action with
respect to that vote on that matter, and except as otherwise provided by law or
the Certificate of Incorporation, the affirmative vote of the majority of shares
of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class.

SECTION 2.6    VOTING RIGHTS.

        (a) Except as otherwise provided by law, only persons in whose names
shares entitled to vote stand on the stock records of the corporation on the
record date for determining the stockholders entitled to vote at said meeting
shall be entitled to vote at such meeting. Shares standing in the names of two
or more persons shall be voted or represented in accordance with the
determination of the majority of such persons, or, if only one of such persons
is present in person or represented by proxy, such person shall have the right
to vote such shares and such shares shall be deemed to be represented for the
purpose of determining a quorum.

        (b) Every person entitled to vote or to execute consents shall have the
right to do so either in person or by an agent or agents authorized by a written
proxy executed by such person or his duly authorized agent, which proxy shall be
filed with the Secretary of the corporation at or before the meeting at which it
is to be used. Said proxy so appointed need not be a stockholder. No proxy shall
be voted on after three (3) years from its date unless the proxy provides for a
longer period. Unless and until voted, every proxy shall be revocable at the
pleasure of the person who executed it or of his legal representatives or
assigns, except in those cases where an irrevocable proxy permitted by statute
has been given.

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

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

               (2) A stockholder may authorize another person or persons to act
for him as proxy by transmitting or authorizing the transmission of a telegram,
cablegram or other means of


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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. Such authorization can be
established by the signature of the stockholder on the proxy, either in writing
or by a signature stamp or facsimile signature, or by a number or symbol from
which the identity of the stockholder can be determined, or by any other
procedure deemed appropriate by the inspectors or other persons making the
determination as to due authorization. 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.

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

SECTION 2.7    VOTING PROCEDURES AND INSPECTORS OF ELECTIONS.

        (a) The corporation shall, in advance of any meeting of stockholders,
appoint one or more inspectors to act at the meeting and make a written report
thereof. The corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting of stockholders, the person presiding at
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability.

        (b) The inspectors shall (i) ascertain the number of shares outstanding
and the voting power of each, (ii) determine the shares represented at a meeting
and the validity of proxies and ballots, (iii) count all votes and ballots, (iv)
determine and retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, and (v) certify their
determination of the number of shares represented at the meeting and their count
of all votes and ballots. The inspectors may appoint or retain other persons or
entities to assist the inspectors in the performance of the duties of the
inspectors.

        (c) The date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the inspectors after the
closing of the polls unless the Court of Chancery upon application by a
stockholder shall determine otherwise.

        (d) In determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the proxies, any envelopes
submitted with those proxies,


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any information provided in accordance with Sections 211(e) or 212(c)(2) of the
Delaware General Corporation Law, or any information provided pursuant to
Section 211(a)(2)(B)(i) or (iii) thereof, ballots and the regular books and
records of the corporation, except that the inspectors may consider other
reliable information for the limited purpose of reconciling proxies and ballots
submitted by or on behalf of banks, brokers, their nominees or similar persons
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
inspectors consider other reliable information for the limited purpose permitted
herein, the inspectors at the time they make their certification pursuant to
subsection (b)(v) of this section shall specify the precise information
considered by them including the person or persons from whom they obtained the
information, when the information was obtained, the means by which the
information was obtained and the basis for the inspectors' belief that such
information is accurate and reliable.

SECTION 2.8    LIST OF STOCKHOLDERS.

        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 said meeting, arranged in
alphabetical order, showing the address of and the number of shares registered
in the name of each stockholder. The corporation need not include electronic
mail addresses or other electronic contact information on such list. Such list
shall be open to the examination of any stockholder for any purpose germane to
the meeting for a period of at least ten (10) days prior to the meeting: (i) on
a reasonably accessible electronic network, provided that the information
required to gain 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. In the event that the corporation determines to make the list
available on an electronic network, the corporation may 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 the 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 communication, 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.

SECTION 2.9    STOCKHOLDER PROPOSALS AT ANNUAL MEETINGS.

        At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, otherwise properly brought before the meeting by or at the direction
of the Board of Directors, or otherwise properly brought before the meeting by a
stockholder. In addition to any other applicable requirements for business to be
properly brought before an annual 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 ninety (90)
days nor more than one-hundred and twenty (120) days prior to the date


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on which the corporation first mailed its proxy materials for the previous
year's annual meeting of stockholders (or the date on which the corporation
mails its proxy materials for the current year if during the prior year the
corporation did not hold an annual meeting or if the date of the annual meeting
was changed more than thirty (30) days from the prior year). A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record address
of the stockholder proposing such business, (iii) the class and number of shares
of the corporation which are beneficially owned by the stockholder, and (iv) any
material interest of the stockholder in such business.

        Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in Section 2.1 and this Section 2.9, provided, however,
that nothing in this Section 2.9 shall be deemed to preclude discussion by any
stockholder of any business properly brought before the annual meeting in
accordance with said procedure.

        The Chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of Section 2.1 and this Section 2.9,
and if he should so determine he shall so declare to the meeting, and any such
business not properly brought before the meeting shall not be transacted.

        Nothing in this Section 2.9 shall affect the right of a stockholder to
request inclusion of a proposal in the corporation's proxy statement to the
extent that such right is provided by an applicable rule of the Securities and
Exchange Commission.

SECTION 2.10   NOMINATIONS OF PERSONS FOR ELECTION TO THE BOARD OF DIRECTORS.

        In addition to any other applicable requirements, only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors. Nominations of persons for election to the Board of
Directors of the corporation may be made at a meeting of stockholders by or at
the direction of the Board of Directors, by any nominating committee or person
appointed by the Board of Directors or by any stockholder of the corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Section 2.10. Such nominations, other
than those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the corporation. 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 ninety (90)
days nor more than one-hundred and twenty (120) days prior to the date on which
the corporation first mailed its proxy materials for the previous year's annual
meeting of stockholders (or the date on which the corporation mails its proxy
materials for the current year if during the prior year the corporation did not
hold an annual meeting or if the date of the annual meeting was changed more
than thirty (30) days from the prior year). Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or


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employment of the person, (iii) the class and number of shares of the
corporation which are beneficially owned by the person, and (iv) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Rule 14a under
the Securities Exchange Act of 1934; and (b) as to the stockholder giving the
notice, (i) the name and record address of the stockholder, and (ii) the class
and number of shares of the corporation which are beneficially owned by the
stockholder. The corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the corporation to determine
the eligibility of such proposed nominee to serve as a director of the
corporation. No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth herein.
These provisions shall not apply to nomination of any persons entitled to be
separately elected by holders of preferred stock.

        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
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

SECTION 2.11   ACTION WITHOUT MEETING.

        (a) Unless otherwise provided in the Certificate of Incorporation, any
action required by statute to be taken at any annual or special meeting of
stockholders of the corporation, or any action which may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing setting
forth the action so taken are signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. To be effective, a written consent must be delivered to
the corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Delivery
made to a corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Every written consent shall bear the
date of signature of each stockholder who signs the consent, and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the
manner required by this section to the corporation, written consents signed by a
sufficient number of holders to take action are delivered to the corporation in
accordance with this section. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing and who, if the action
had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date that written consents
signed by a sufficient number of holders to take the action were delivered to
the corporation as provided in this subsection (a).

        (b) A telegram, cablegram or other electronic transmission consent to an
action to be taken and transmitted by a stockholder or proxyholder, or by a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purposes of this section,
provided that any such telegram, cablegram or other electronic


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transmission sets forth or is delivered with information from which the
corporation can determine (i) that the telegram, cablegram or other electronic
transmission was transmitted by the stockholder or proxyholder or by a person or
persons authorized to act for the stockholder or proxyholder, and (ii) the date
on which such stockholder or proxyholder or authorized person or persons
transmitted such telegram, cablegram or electronic transmission. The date on
which such telegram, cablegram or electronic transmission is transmitted shall
be deemed to be the date on which such consent was signed. No consent given by
telegram, cablegram or other electronic transmission shall be deemed to have
been delivered until such consent is reproduced in paper form and until such
paper form shall be delivered to the corporation by delivery to its registered
office in this State, its principal place of business or an officer or agent of
the corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to a corporation's registered office
shall be made by hand or by certified or registered mail, return receipt
requested. Notwithstanding the foregoing limitations on delivery, consents given
by telegram, cablegram or other electronic transmission may be otherwise
delivered to the principal place of business of the corporation or to an officer
or agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded if to the extent and in the manner
provided by resolution of the Board of Directors of the corporation.

        (c) Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the
entire original writing.

                                   ARTICLE III

                                    DIRECTORS

SECTION 3.1    NUMBER AND TERM OF OFFICE.

        The number of directors of the corporation shall not be less than five
(5) nor more than nine (9). The exact number of directors shall be fixed from
time to time, within the limits specified in the Certificate of Incorporation or
in this Section 3.1, by a vote of a majority of the entire Board of Directors.

        The directors shall be divided into three classes, designated Class I,
Class II, and Class III, as nearly equal in number as the then total number of
directors permits. Each class of directors shall have a three (3) year term. At
each succeeding annual meeting of stockholders, successors to the class of
directors whose terms expire at that annual meeting shall be elected for a three
(3) year term. If the number of directors is changed, any increase or decrease
shall be apportioned among the classes so as to maintain the number of directors
in each class as nearly equal as possible, and any additional directors of any
class elected to fill a vacancy resulting from an increase in such class shall
hold office for a term that shall coincide with the remaining term of that
class, but in no case will a decrease in the number of directors shorten the
term of any incumbent director. Notwithstanding the foregoing, whenever the
holders of any one or more classes or series of Preferred Stock issued by the
Corporation shall have the right, voting separately by class or series, to elect
directors at an annual or special meeting of stockholders, the


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election, term of office, filling of vacancies and other features of such
directorships shall be governed by the applicable terms of these Bylaws and any
certificate of designation creating such class or series of Preferred Stock, and
such directors so elected shall not be divided into classes pursuant to this
Section 3.1 unless expressly provided by such terms.

        Any amendment, change or repeal of this Section 3.1, or any other
amendment to these Bylaws that will have the effect of permitting circumvention
of or modifying this Section 3.1, shall require the affirmative vote, of the
holders of at least two-thirds (2/3) of the then-outstanding shares of stock of
the Corporation entitled to vote.

        Except as provided in Section 3.3 of this Article III, the directors
shall be elected by a plurality vote of the shares represented in person or by
proxy, at the stockholders annual meeting in each year and entitled to vote on
the election of directors. Elected directors shall hold office until the next
annual meeting for the years in which their terms expire and until their
successors shall be duly elected and qualified. Directors need not be
stockholders. If, for any cause, the Board of 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.

             All elections of directors shall be by written ballot, unless
otherwise provided in the certificate of incorporation. If authorized by the
Board, such requirement 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 proxy holder.

SECTION 3.2    POWERS.

        The powers of the corporation shall be exercised, its business conducted
and its property controlled by or under the direction of the Board of Directors.

SECTION 3.3    VACANCIES.

        Vacancies and newly created directorships resulting from any increase in
the authorized number of directors may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director,
and each director so elected shall hold office for the unexpired portion of the
term of the director whose place shall be vacant and until his successor shall
have been duly elected and qualified. A vacancy in the Board of Directors shall
be deemed to exist under this section in the case of the death, removal or
resignation of any director, or if the stockholders fail at any meeting of
stockholders at which directors are to be elected (including any meeting
referred to in Section 3.4 below) to elect the number of directors then
constituting the whole Board.

SECTION 3.4    RESIGNATIONS AND REMOVALS.

        (a) Any director may resign at any time by delivering his resignation to
the Secretary in writing or by electronic transmission, such resignation to
specify whether it will be effective at


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a particular time, upon receipt by the Secretary or at the pleasure of the Board
of Directors. If no such specification is made it shall be deemed effective at
the pleasure of the Board of Directors. 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 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 for the unexpired portion of the term of the director whose place shall
be vacated and until his successor shall have been duly elected and qualified.

        (b) Unless otherwise restricted by statute, by the Certificate of
Incorporation or by these Bylaws, the Board of Directors or any individual
director may be removed from office, with or without cause, by a vote of
stockholders holding a majority of the outstanding shares entitled to vote at an
election of directors.

SECTION 3.5    MEETINGS.

        (a) The annual meeting of the Board of Directors shall be held
immediately after the annual stockholders' meeting and at the place where such
meeting is held or at the place announced by the Chairman at such meeting. No
notice of an annual meeting of the Board of Directors shall be necessary, and
such meeting shall be held for the purpose of electing officers and transacting
such other business as may lawfully come before it. In the event such meeting is
not held at the time and place so provided in this subsection (a), the meeting
may be held at such time and place as shall be specified in a notice given as
herein provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors.

        (b) Except as hereinafter otherwise provided, regular meetings of the
Board of Directors shall be held in the principal office of the corporation.
Regular meetings of the Board of Directors may also be held at any place, within
or without the State of Delaware, which has been designated by the Board of
Directors.

        (c) Special meetings of the Board of Directors may be held at any time
and place within or without the State of Delaware whenever called by the
Chairman of the Board or, if there is no Chairman of the Board of if the
Chairman is unavailable, by the President, or by a majority of the directors
then in office.

        (d) Written notice of the time and place of all regular and special
meetings of the Board of Directors shall be delivered personally to each
director or orally by telephone or sent by overnight or courier service,
facsimile transmission or other form of electronic transmission at least
twenty-four (24) hours before the start of the meeting, or sent by first class
mail at least one hundred and twenty (120) hours before the start of the
meeting. Notice of any meeting may be waived in writing at any time before or
after the meeting and will be waived by any director by attendance thereat.


                                       11
<PAGE>

SECTION 3.6    QUORUM AND VOTING.

        (a) A quorum of the Board of Directors shall consist of fifty percent
(50%) or more of the number of directors then in office, but, in no event shall
a quorum consist of less than one-third (1/3) of the total number of directors;
provided, however, at any meeting whether a quorum be present or otherwise, a
majority of the directors present may adjourn from time to time until the time
fixed for the next regular meeting of the Board of Directors, without notice
other than by announcement at the meeting.

        (b) At each meeting of the Board at which a quorum is present, all
questions and business shall be determined by a vote of a majority of the
directors present, unless a different vote be required by law, the Certificate
of Incorporation, or these Bylaws.

        (c) Any member of the Board of Directors, or of any committee thereof,
may participate in a meeting by means of conference telephone or other
communication equipment by means of 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.

        (d) The transactions of any meeting of the Board of Directors, or any
committee thereof, however called or noticed, or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum be present and if, either before or after the meeting, each of the
directors not present shall sign a written waiver of notice, or a consent to
holding such meeting, or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

SECTION 3.7    ACTION WITHOUT MEETING.

        Unless otherwise restricted by the Certificate of Incorporation or these
Bylaws, any action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting, if all
members of the Board or of such committee, as the case may be, consent thereto
in writing or by electronic transmission, and such 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.

SECTION 3.8    FEES AND COMPENSATION.

        Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursement for expenses, as may be fixed or
determined by resolution of the Board of Directors.

SECTION 3.9    COMMITTEES.

        (a) EXECUTIVE COMMITTEE: The Board of Directors may appoint an Executive
Committee of not less than one member, each of whom shall be a director. The
Executive Committee, to the extent permitted by law, shall have and may exercise
when the Board of Directors is not in session all powers of the Board in the
management of the business and affairs


                                       12
<PAGE>

of the corporation, except such committee shall not have the power or authority
to amend these Bylaws or to approve or recommend to the stockholders any action
which must be submitted to stockholders for approval under the General
Corporation Law.

        (b) OTHER COMMITTEES: The Board of Directors may from time to time
appoint such other committees as may be permitted by law. Such other committees
appointed by the Board of Directors shall have such powers and perform such
duties as may be prescribed by the resolution or resolutions creating such
committee, but in no event shall any such committee have the powers denied to
the Executive Committee in these Bylaws.

        (c) TERM: The members of all committees of the Board of Directors shall
serve a term coexistent with that of the Board of Directors which shall have
appointed such committee. The Board, subject to the provisions of subsections
(a) or (b) of this Section 3.9, may at any time increase or decrease the number
of members of a committee or terminate the existence of a committee; provided
that no committee shall consist of less than one member. The membership of a
committee member shall terminate on the date of his death or voluntary
resignation, but the Board may at any time for any reason remove any individual
committee member and the Board may fill any committee vacancy created by death,
resignation, removal or increase in the number of members of the committee. 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, and, in addition, in the absence or disqualification of any
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they 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.

        (d) MEETINGS: Unless the Board of Directors shall otherwise provide,
regular meetings of the Executive Committee or any other committee appointed
pursuant to this Section 3.9 shall be held at such times and places as are
determined by the Board of Directors, or by any such committee, and when notice
thereof has been given to each member of such committee, no further notice of
such regular meetings need be given thereafter; special meetings of any such
committee may be held at the principal office of the corporation; or at any
place which has been designated from time to time by such committee, and may be
called by any director who is a member of such committee upon written notice to
the members of such committee of the time and place of such special meeting
given in the manner provided for the giving of written notice to members of the
Board of Directors of the time and place of special meetings of the Board of
Directors. Notice of any special meeting of any committee may be waived in
writing at any time after the meeting and will be waived by any director by
attendance thereat. A majority of the authorized number of members of any such
committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at any meeting at which a quorum is present shall
be the act of such committee.


                                       13
<PAGE>

                                   ARTICLE IV

                                    OFFICERS

SECTION 4.1    OFFICERS DESIGNATED.

        The officers of the corporation shall be a President, a Secretary and a
Treasurer. The Board of Directors or the President may also appoint a Chairman
of the Board, a Chief Executive Officer, one or more Vice-Presidents, assistant
secretaries, assistant treasurers, and such other officers and agents with such
powers and duties as it or he shall deem necessary. The order of the seniority
of the Vice- Presidents shall be in the order of their nomination unless
otherwise determined by the Board of Directors. The Board of Directors may
assign such additional titles to one or more of the officers as they shall deem
appropriate. Any one person may hold any number of offices of the corporation at
any one time unless specifically prohibited therefrom by law. The salaries and
other compensation of the officers of the corporation shall be fixed by or in
the manner designated by the Board of Directors.

SECTION 4.2    TENURE AND DUTIES OF OFFICERS.

        (a) GENERAL: All officers shall hold office at the pleasure of the Board
of Directors and until their successors shall have been duly elected and
qualified, unless sooner removed. Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors. If the office
of any officer becomes vacant for any reason, the vacancy may be filled by the
Board of Directors. Nothing in these Bylaws shall be construed as creating any
kind of contractual right to employment with the corporation.

        (b) DUTIES OF THE CHAIRMAN OF THE BOARD OF DIRECTORS: The Chairman of
the Board of Directors (if there be such an officer appointed) when present
shall preside at all meetings of the stockholders and the Board of Directors.
The Chairman of the Board of Directors shall perform such other duties and have
such other powers as the Board of Directors shall designate from time to time.

        (c) DUTIES OF CHIEF EXECUTIVE OFFICER: The Chief Executive Officer shall
preside at all meetings of the stockholders and at all meetings of the Board of
Directors, unless the Chairman of the Board of Directors has been appointed and
is present. The Chief Executive Officer shall perform such other duties and have
such other powers as the Board of Directors shall designate from time to time.

        (d) DUTIES OF PRESIDENT: In the absence or disability of the Chief
Executive Officer or whenever the office of the Chief Executive Officer is
vacant, the President shall perform all the duties of the Chief Executive
Officer. The President shall perform such other duties and have such other
powers as the Board of Directors shall designate from time to time.

        (e) DUTIES OF VICE-PRESIDENTS: The Vice-Presidents, in the order of
their seniority, may assume and perform the duties of the President in the
absence or disability of the President or whenever the office of the President
is vacant. The Vice-President shall perform such other


                                       14
<PAGE>

duties and have such other powers as the Board of Directors, the Chief Executive
Officer, or in the absence thereof, the President shall designate from time to
time.

        (f) DUTIES OF SECRETARY: The Secretary shall give or cause to be given
notice, in conformity with these Bylaws, of all meetings of the stockholders and
of all meetings of the Board of Directors and any Committee thereof requiring
notice. The Secretary shall perform such other duties and have such other powers
as the Board of Directors, the Chief Executive Officer, or in the absence
thereof, the President shall designate from time to time. The Chief Executive
Officer, or in the absence thereof, the President may direct any assistant
secretary to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each assistant secretary shall perform such
other duties and have such other powers as the Board of Directors, the Chief
Executive Officer or, in the absence thereof, the President shall designate from
time to time.

        (g) DUTIES OF TREASURER: The Treasurer shall keep or cause to be kept
the books of account of the corporation in a thorough and proper manner, and
shall render statements of the financial affairs of the corporation in such form
and as often as required by the Board of Directors, the Chief Executive Officer,
or in the absence thereof, the President. The Treasurer, subject to the order of
the Board of Directors, shall have the custody of all funds and securities of
the corporation. The Treasurer shall perform all other duties commonly incident
to his office and shall perform such other duties and have such other powers as
the Board of Directors, the Chief Executive Officer, or in the absence thereof,
the President shall designate from time to time. The Chief Executive Officer, or
in the absence thereof, the President may direct any assistant treasurer to
assume and perform the duties of the Treasurer in the absence or disability of
the Treasurer, and each assistant treasurer shall perform such other duties and
have such other powers as the Board of Directors, the Chief Executive Officer
or, in the absence thereof, the President shall designate from time to time.

                                    ARTICLE V

                     EXECUTION OF CORPORATE INSTRUMENTS, AND
                  VOTING OF SECURITIES OWNED BY THE CORPORATION

SECTION 5.1    EXECUTION OF CORPORATE INSTRUMENTS.

        (a) The Board of Directors may in its discretion determine the method
and designate the signatory officer or officers, or other person or persons, to
execute any corporate instrument or document, or to sign the corporate name
without limitation, except where otherwise provided by law, and such execution
or signature shall be binding upon the corporation.

        (b) Unless otherwise specifically determined by the Board of Directors
or otherwise required by law, formal contracts of the corporation, promissory
notes, deeds of trust, mortgages and other evidences of indebtedness of the
corporation, and other corporate instruments or documents requiring the
corporate seal, and certificates of shares of stock owned by the corporation,
shall be executed, signed or endorsed by the Chairman of the Board (if there be
such an officer appointed), the Chief Executive Officer or the President; such
documents may also be


                                       15
<PAGE>

executed by any Vice-President and by the Secretary or Treasurer or any
assistant secretary or assistant treasurer. All other instruments and documents
requiring the corporate signature but not requiring the corporate seal may be
executed as aforesaid or in such other manner as may be directed by the Board of
Directors.

        (c) All checks and drafts drawn on banks or other depositaries on funds
to the credit of the corporation or in special accounts of the corporation shall
be signed by such person or persons as the Board of Directors shall authorize so
to do.

        (d) Execution of any corporate instrument may be effected in such form,
either manual, facsimile or electronic signature, as may be authorized by the
Board of Directors.

SECTION 5.2    VOTING OF SECURITIES OWNED BY CORPORATION.

        All stock and other securities of other corporations owned or held by
the corporation for itself or for other parties in any capacity shall be voted,
and all proxies with respect thereto shall be executed, by the person authorized
so to do by resolution of the Board of Directors or, in the absence of such
authorization, by the Chairman of the Board (if there be such an officer
appointed), or by the Chief Executive Officer or President, or by any
Vice-President.

                                   ARTICLE VI

                                 SHARES OF STOCK

SECTION 6.1    FORM AND EXECUTION OF CERTIFICATES.

        The shares of the corporation shall be represented by certificates,
provided that the Board of Directors 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.
Certificates for the shares of stock of the corporation shall be in such form as
is consistent with the Certificate of Incorporation and applicable law. Every
holder of stock in the corporation shall be entitled to have a certificate
signed by, or in the name of the corporation by, the Chairman of the Board (if
there be such an officer appointed), the Chief Executive Officer, the President
or any Vice-President and by the Treasurer or assistant treasurer or the
Secretary or assistant secretary, certifying the number of shares owned by him
in the corporation. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue. If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, 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 which the corporation shall issue to represent such class or series
of stock, provided that, except as otherwise provided in Section 202 of the
Delaware General Corporation Law, in


                                       16
<PAGE>

lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, 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.

SECTION 6.2    LOST CERTIFICATES.

        The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to indemnify the
corporation in such manner as it shall require and/or to give the corporation a
surety bond in such form and amount as it may direct as indemnity against any
claim that may be made against the corporation with respect to the certificate
alleged to have been lost or destroyed.

SECTION 6.3    TRANSFERS.

        Transfers of record of shares of stock of the corporation shall be made
only upon its books by the holders thereof, in person or by attorney duly
authorized, and upon the surrender of a certificate or certificates for a like
number of shares, properly endorsed.

SECTION 6.4    FIXING RECORD DATES.

        (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 of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than sixty (60) nor less than ten (10) days before the date of such meeting. If
no record date is fixed by the Board of Directors, 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 date on which the meeting is held. A determination of
stockholders of record entitled notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

        (b) In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing or by electronic transmission
without a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be more than ten
(10) days after the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been fixed by the Board
of Directors, the record


                                       17
<PAGE>

date for determining stockholders entitled to consent to corporate action in
writing or by electronic transmission without a meeting, when no prior action by
the Board of Directors is required by the Delaware General Corporation Law,
shall be the first date on which a signed written consent or electronic
transmission setting forth the action taken or proposed to be taken is delivered
to the corporation by delivery to its registered office in Delaware, its
principal place of business, or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded; provided that any such electronic transmission shall satisfy the
requirements of Section 2.11(b) and, unless the Board of Directors otherwise
provides by resolution, no such consent by electronic transmission shall be
deemed to have been delivered until such consent is reproduced in paper form and
until such paper form shall be delivered to the corporation by delivery to its
registered office in Delaware, its principal place of business or an officer or
agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to a corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by law, the record date
for determining stockholders entitled to consent to corporate action in writing
or by electronic transmission without a meeting shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.

        (c) 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 of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty (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 of Directors adopts the resolution relating thereto.

SECTION 6.5    REGISTERED STOCKHOLDERS.

        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 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 the laws of Delaware.

                                   ARTICLE VII

                       OTHER SECURITIES OF THE CORPORATION

        All bonds, debentures and other corporate securities of the corporation,
other than stock certificates, may be signed by the Chairman of the Board (if
there be such an officer appointed), the Chief Executive Officer, the President
or any Vice-President or such other person as may be authorized by the Board of
Directors and, if required, the corporate seal impressed thereon or a facsimile
of such seal imprinted thereon and attested by the signature of the Secretary or
an


                                       18
<PAGE>

assistant secretary, or the Treasurer or an assistant treasurer; provided,
however, that where any such bond, debenture or other corporate security shall
be authenticated by the manual signature of a trustee under an indenture
pursuant to which such bond, debenture or other corporate security shall be
issued, the signature of the persons signing and attesting the corporate seal on
such bond, debenture or other corporate security may be the imprinted facsimile
of the signatures of such persons. Interest coupons appertaining to any such
bond, debenture or other corporate security, authenticated by a trustee as
aforesaid, shall be signed by the Treasurer or an assistant treasurer of the
corporation, or such other person as may be authorized by the Board of
Directors, or bear imprinted thereon the facsimile signature of such person. In
case any officer who shall have signed or attested any bond, debenture or other
corporate security, or whose facsimile signature shall appear thereon has ceased
to be an officer of the corporation before the bond, debenture or other
corporate security so signed or attested shall have been delivered, such bond,
debenture or other corporate security nevertheless may be adopted by the
corporation and issued and delivered as though the person who signed the same or
whose facsimile signature shall have been used thereon had not ceased to be such
officer of the corporation.

                                  ARTICLE VIII

                                 CORPORATE SEAL

        The corporate seal shall consist of a die bearing the name of the
corporation and the state and date of its incorporation. Said seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                                   ARTICLE IX

          INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

SECTION 9.1    RIGHT TO INDEMNIFICATION.

        Each person who was or is a party or is threatened to be made a party to
or is involved (as a party, witness, or otherwise), in any threatened, pending,
or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (hereinafter a "Proceeding"), by reason of the
fact that he/she, or a person of whom he/she is the legal representative, is or
was a director or officer of the corporation or is or was serving at the request
of the corporation as a director or officer of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, whether the basis of the Proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer (hereafter an "Agent"), shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended or interpreted (but, in the case of any such amendment or
interpretation, only to the extent that such amendment or interpretation permits
the corporation to provide broader indemnification rights than were permitted
prior thereto) against all expenses, liability, and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to
be paid in settlement, and any interest, assessments, or other


                                       19
<PAGE>

charges imposed thereon, and any federal, state, local, or foreign taxes imposed
on any Agent as a result of the actual or deemed receipt of any payments under
this Article) reasonably incurred or suffered by such person in connection with
investigating, defending, being a witness in, or participating in (including on
appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter
"Expenses"); provided, however, that except as to actions to enforce
indemnification rights pursuant to Section 9.4 of this Article, the corporation
shall indemnify any Agent seeking indemnification in connection with a
Proceeding (or part thereof) initiated by such person only if the Proceeding (or
part thereof) was authorized by the Board of Directors of the corporation. The
right to indemnification conferred in this Article shall be a contract between
the corporation and each Agent who serves in such capacity at any time while
this bylaw is in effect, and any repeal or modification thereof shall not affect
any rights or obligations then existing with respect to any state of facts then
or theretofore existing or any Proceeding theretofore or thereafter brought
based in whole or in part upon any such state of facts.

        The Board of Directors in its discretion shall have the power on behalf
of the corporation to indemnify any person made a party to any Proceeding, by
reason of the fact that he/she, his/her testator or intestate, is or was a
director, officer, employee or agent of the corporation.

        To assure indemnification under this Article of all Agents who are
determined by the corporation or otherwise to be or to have been "fiduciaries"
of any employee benefit plan of the corporation which may exist from time to
time, Section 145 of the Delaware General Corporation Law shall, for the
purposes of this Section 9.1, be interpreted as follows: an "other enterprise"
shall be deemed to include such an employee benefit plan, including without
limitation, any plan of the corporation which is governed by the Act of Congress
entitled "Employee Retirement Income Security Act of 1974," as amended from time
to time; the corporation shall be deemed to have requested a person to serve on
an employee benefit plan where the performance by such person of his/her duties
to the corporation also imposes duties on, or otherwise involves services by,
such person to the plan or participants or beneficiaries of the plan; excise
taxes assessed on a person with respect to an employee benefit plan pursuant to
such Act of Congress shall be deemed "fines."

SECTION 9.2    AUTHORITY TO ADVANCE EXPENSES.

        Expenses incurred by an officer or director (acting in his capacity as
such) in defending a Proceeding shall be paid by the corporation in advance of
the final disposition of such Proceeding, provided, however, that if required by
the Delaware General Corporation Law, as amended, such Expenses shall be
advanced only upon delivery to the corporation of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article or otherwise. Expenses incurred by other agents of
the corporation (or by the directors or officers not acting in their capacity as
such, including service with respect to employee benefit plans) may be advanced
upon such terms and conditions as the Board of Directors deems appropriate. Any
obligation to reimburse the corporation for Expense advances shall be unsecured
and no interest shall be charged thereon. Notwithstanding the foregoing, the
corporation shall not be required to advance such expenses to an Agent who is a
party to a Proceeding brought by the corporation and approved by a majority of
the Board of Directors of


                                       20
<PAGE>

the corporation then in office which alleges willful misappropriation of
corporate assets by such Agent, disclosure of confidential information in
violation of such Agent's fiduciary or contractual obligations to the
corporation or any other willful and deliberate breach in bad faith of such
Agent's duty to the corporation or its stockholders.

SECTION 9.3    PROCEDURE

        To obtain indemnification under this Article, a claimant shall submit to
the corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and is
reasonably necessary to determine whether and to what extent the claimant is
entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the preceding sentence, a determination, if required
by applicable law, with respect to the claimant's entitlement thereto shall be
made as follows: (1) if requested by the claimant, by Independent Counsel (as
hereinafter defined), or (2) if no request is made by the claimant for a
determination by Independent Counsel, (i) by the Board of Directors by a
majority vote of a quorum consisting of Disinterested Directors (as hereinafter
defined), or (ii) if a quorum of the Board of Directors consisting of
Disinterested Directors is not obtainable or, even if obtainable, such quorum of
Disinterested Directors so directs, by Independent Counsel in a written opinion
to the Board of Directors, a copy of which shall be delivered to the claimant,
or (iii) if a quorum of Disinterested Directors so directs, by the stockholders
of the corporation. In the event the determination of entitlement to
indemnification is to be made by Independent Counsel at the request of the
claimant, the Independent Counsel shall be selected by the Board of Directors
unless there shall have occurred within two years prior to the date of the
commencement of the Proceeding for which indemnification is claimed a "Change of
Control" (as hereinafter defined), in which case the Independent Counsel shall
be selected by the claimant unless the claimant shall request that such
selection be made by the Board of Directors. If it is so determined that the
claimant is entitled to indemnification, payment to the claimant shall be made
within ten (10) days after such determination.

SECTION 9.4    RIGHT OF CLAIMANT TO BRING SUIT.

        If a claim under Section 9.1 or 9.2 of this Article is not paid in full
by the corporation within thirty (30) days after a written claim has been
received by the corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense (including attorneys' fees) of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending a Proceeding in advance of its final disposition
where the required undertaking has been tendered to the corporation) that the
claimant has not met the standards of conduct that make it permissible under the
Delaware General Corporation Law for the corporation to indemnify the claimant
for the amount claimed. The burden of proving such a defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, Independent Counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper under the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the corporation (including its Board of Directors,
Independent Counsel,


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<PAGE>

or its stockholders) that the claimant had not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that claimant
has not met the applicable standard of conduct.

        If a determination shall have been made pursuant to Section 9.3 that the
claimant is entitled to indemnification, the corporation shall be bound by such
determination in any judicial proceeding commenced pursuant to this section. The
corporation shall be precluded from asserting in any judicial proceeding
commenced pursuant this section that the procedures and presumptions of Section
9.3 are not valid, binding and enforceable and shall stipulate in such
proceeding that the corporation is bound by all such procedures and
presumptions.

SECTION 9.5    PROVISIONS NONEXCLUSIVE.

        The rights conferred on any person by this Article shall not be
exclusive of any other rights that such person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, agreement,
vote of stockholders or disinterested directors, or otherwise, both as to action
in an official capacity and as to action in another capacity while holding such
office.

SECTION 9.6    SEVERABILITY.

        If any provision or provisions of this Article shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (1) the validity,
legality and enforceability of the remaining provisions of this bylaw
(including, without limitation, each portion of any paragraph of this Article
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; and (2) to the fullest extent possible, the
provisions of this Article (including, without limitation, each such portion of
any paragraph of this Article containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

SECTION 9.7    AUTHORITY TO INSURE.

        The corporation may purchase and maintain insurance to protect itself
and any Agent against any Expense, whether or not the corporation would have the
power to indemnify the Agent against such Expense under applicable law or the
provisions of this Article.

SECTION 9.8    SURVIVAL OF RIGHTS.

        The rights provided by this Article shall continue as to a person who
has ceased to be an Agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

SECTION 9.9    SETTLEMENT OF CLAIMS.

        The corporation shall not be liable to indemnify any Agent under this
Article (a) for any amounts paid in settlement of any action or claim effected
without the corporation's written consent, which consent shall not be
unreasonably withheld; or (b) for any judicial award if the


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<PAGE>

corporation was not given a reasonable and timely opportunity, at its expense,
to participate in the defense of such action.

SECTION 9.10   EFFECT OF AMENDMENT.

        Any amendment, repeal, or modification of this Article shall not
adversely affect any right or protection of any Agent existing at the time of
such amendment, repeal, or modification.

SECTION 9.11   SUBROGATION.

        In the event of payment under this Article, the corporation shall be
subrogated to the extent of such payment to all of the rights of recovery of the
Agent, who shall execute all papers required and shall do everything that may be
necessary to secure such rights, including the execution of such documents
necessary to enable the corporation effectively to bring suit to enforce such
rights.

SECTION 9.12   NO DUPLICATION OF PAYMENTS.

        The corporation shall not be liable under this Article to make any
payment in connection with any claim made against the Agent to the extent the
Agent has otherwise actually received payment (under any insurance policy,
agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.

SECTION 9.13   NOTICE.

        Any notice, request or other communication required or permitted to be
given to the corporation under this Article shall be in writing and either
delivered in person or sent by telecopy, telex, telegram, overnight mail or
courier service, or certified or registered mail, postage prepaid, return
receipt requested, to the Secretary of the corporation and shall be effective
only upon receipt by the Secretary.

SECTION 9.14   CHANGE IN CONTROL

        For purposes of this Article IX, a "Change in Control" shall mean:

               (1) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (a) the then outstanding shares of common
stock of the corporation (the "Outstanding Corporation Common Stock") or (b) the
combined voting power of the then outstanding voting securities of the
corporation entitled to vote generally in the election of directors (the
"Outstanding Corporation Voting Securities"); provided, however, that for
purposes of this part (1), the following acquisitions shall not constitute a
Change of Control: (a) any acquisition directly from the corporation or any
acquisition from other stockholders where (i) such acquisition was approved in
advance by the Board of Directors of the corporation and (ii) such acquisition
would not constitute a change of control under part (3) of this definition, (b)
any acquisition by the corporation, (c) any acquisition by any employee benefit
plan (or related trust)


                                       23
<PAGE>

sponsored or maintained by the corporation or any corporation controlled by the
corporation or (d) any acquisition by any corporation pursuant to a transaction
which complies with clauses (a), (b) and (c) of part (3) of this definition; or

               (2) Individuals who, as of the date hereof, constitute the Board
of Directors (the "Incumbent Board") cease for any reason to constitute at least
a majority of the Board of Directors; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or nomination
for election by the stockholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board of Directors; or

               (3) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
corporation (a "Business Combination"), in each case, unless, following such
Business Combination, (a) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Corporation Common Stock and Outstanding Corporation Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the
corporation or all or substantially all of the corporation's assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities, as the case may be, (b) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust) of the corporation or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (c) at least a
majority of the members of the Board of Directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board of
Directors, providing for such Business Combination; or

               (4) Approval by the stockholders of a complete liquidation or
dissolution of the corporation.

9.15    CERTAIN OTHER DEFINITIONS

         For purposes of this Article IX:


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<PAGE>

        "Disinterested Director" means a director of the corporation who is not
and was not a party to the matter in respect of which indemnification is sought
by the claimant.

        "Independent Counsel" means a law firm, a member of a law firm, or an
independent practitioner, that is experienced in matters of corporation law and
shall include any person who, under the applicable standards of professional
conduct then prevailing, would not have a conflict of interest in representing
either the corporation or the claimant in an action to determine the claimant's
rights under this Article.

                                    ARTICLE X

                                     NOTICES

        Whenever, under any provisions of these Bylaws, notice is required to be
given to any stockholder, the same shall be given either (1) in writing, timely
and duly deposited in the United States Mail, postage prepaid, or by overnight
or courier service, and addressed to his last known post office address as shown
by the stock record of the corporation or its transfer agent, or (2) by a means
of electronic transmission that satisfies the requirements of Section 2.4(e) of
these Bylaws, and has been consented to by the stockholder to whom the notice is
given. Any notice required to be given to any director may be given by either of
the methods hereinabove stated, except that such notice other than one which is
delivered personally, shall be sent to such address or (in the case of
electronic communication) such e-mail address, facsimile telephone number or
other form of electronic address as such director shall have filed in writing or
by electronic communication with the Secretary of the corporation, or, in the
absence of such filing, to the last known post office address of such director.
If no address of a stockholder or director be known, such notice may be sent to
the principal office of the corporation. An affidavit of mailing, executed by a
duly authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or stockholders, director
or directors, to whom any such notice or notices was or were given, and the time
and method of giving the same, shall be conclusive evidence of the statements
therein contained. All notices given by mail, as above provided, shall be deemed
to have been given as at the time of mailing and all notices given by means of
electronic transmission shall be deemed to have been given as at the sending
time recorded by the electronic transmission equipment operator transmitting the
same. It shall not be necessary that the same method of giving notice be
employed in respect of all directors, but one permissible method may be employed
in respect of any one or more, and any other permissible method or methods may
be employed in respect of any other or others. The period or limitation
        of time within which any stockholder may exercise any option or right,
or enjoy any privilege or benefit, or be required to act, or within which any
director may exercise any power or right, or enjoy any privilege, pursuant to
any notice sent him in the manner above provided, shall not be affected or
extended in any manner by the failure of such a stockholder or such director to
receive such notice. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation, or of these
Bylaws, a waiver thereof in writing signed by the person or persons entitled to
said notice, or a waiver by electronic transmission by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Whenever notice is required to be given, under any provision
of law or of the


                                       25
<PAGE>

Certificate of Incorporation or Bylaws of the corporation, to any person with
whom communication is unlawful, the giving of such notice to such person shall
not be required and there shall be no duty to apply to any governmental
authority or agency for a license or permit to give such notice to such person.
Any action or meeting which shall be taken or held without notice to any such
person with whom communication is unlawful shall have the same force and effect
as if such notice had been duly given. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate shall state,
if such is the fact and if notice is required, that notice was given to all
persons entitled to receive notice except such persons with whom communication
is unlawful.

                                   ARTICLE XI

                                   AMENDMENTS

        These Bylaws may be repealed, altered or amended or new Bylaws adopted
by written consent of stockholders in the manner authorized by Section 2.11 of
Article II, or at any meeting of the stockholders, either annual or special, by
the affirmative vote of a majority of the stock entitled to vote at such
meeting, unless a larger vote is required by these Bylaws or the Certificate of
Incorporation. The Board of Directors shall also have the authority to repeal,
alter or amend these Bylaws or adopt new Bylaws (including, without limitation,
the amendment of any Bylaws setting forth the number of directors who shall
constitute the whole Board of Directors) by unanimous written consent or at any
annual, regular, or special meeting by the affirmative vote of a majority of the
whole number of directors, subject to the power of the stockholders to change or
repeal such Bylaws and provided that the Board of Directors shall not make or
alter any Bylaws fixing the qualifications, classifications, or term of office
of directors.


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<PAGE>

                            CERTIFICATE OF SECRETARY

        The undersigned, Secretary of Raining Data Corporation, a Delaware
corporation, hereby certifies that the foregoing is a full, true and correct
copy of the Amended and Restated Bylaws of said corporation, with all amendments
to date of this Certificate.

        WITNESS the signature of the undersigned this 12th day of December,
2001.

                                           /s/ Scott K. Anderson, Jr.
                                           ------------------------------------
                                              Scott K. Anderson, Jr., Secretary