<PAGE>
                                                                     Exhibit 3.2


        -----------------------------------------------------------------

                           AMENDED AND RESTATED BYLAWS

                                       OF

                            PRINTCAFE SOFTWARE, INC.

        -----------------------------------------------------------------














<PAGE>


                           AMENDED AND RESTATED BYLAWS
                                       OF
                            PRINTCAFE SOFTWARE, INC.


                                   ARTICLE I
                                     OFFICES

         Section 1.01 REGISTERED OFFICE. The registered office of the
Corporation shall be at Incorporating Services, Ltd., 15 East North Street, in
the City of Dover, County of Kent, State of Delaware, until otherwise
established by a resolution of the Board of Directors of the Corporation (the
"BOARD OF DIRECTORS") and a certificate certifying the change is filed in the
manner provided by statute.

         Section 1.02 ADDITIONAL 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 as the business of the
Corporation may require.

                                   ARTICLE II
                                  STOCKHOLDERS

         Section 2.01 ANNUAL MEETINGS. An annual meeting of stockholders shall
be held at such date, time, and place, either within or without the State of
Delaware, as the Board of Directors shall each year fix. At such annual meeting,
the stockholders shall elect members of the Board of Directors in accordance
with Article III of these Bylaws and transact such other business as may
properly be brought before the meeting.

         Section 2.02 SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes described in the notice of the meeting, may be
called only by:

            (a) the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there exist
any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board of Directors for adoption);

            (b) the Chairman of the Board; or

            (c) the Chief Executive Officer.

Special meetings of the stockholders shall be held at such place, on such date
and at such time as the person or persons calling the meeting shall fix.
Business transacted at any special meeting shall be confined to the purpose or
purposes stated in the notice of such meeting.

         Section 2.03 NOTICE OF MEETINGS. Written notice of all meetings of
stockholders shall be given stating the place, date, and time of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called. Unless otherwise required by applicable law or the
Certificate of Incorporation of the Corporation as then in effect (the
"CERTIFICATE OF



                                       1
<PAGE>

INCORPORATION"), such notice shall be given not less than 10 nor
more than 60 days before the date of the meeting to each stockholder entitled to
vote at such meeting, by depositing it in the United States mail, postage
prepaid, directed to each stockholder at his or her address as it appears on the
records of the Corporation. An affidavit of the Secretary, Assistant Secretary,
or transfer agent of the Corporation that the notice has been given shall, in
the absence of fraud, be PRIMA FACIE evidence of the facts stated therein. No
notice need be given to any person with whom communication is unlawful or to any
person who has waived.

         Section 2.04 ADJOURNMENTS. Any meeting of stockholders may adjourn from
time to time to reconvene at the same or another place, and notice need not be
given of any such adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken; provided, however, that if the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, then a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting. At
the adjourned meeting the Corporation may transact any business that might have
been transacted at the original meeting.

         Section 2.05 QUORUM. At each meeting of stockholders the holders of a
majority of the shares of stock entitled to vote at the meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business, except to the extent otherwise required by applicable law. Where a
separate vote by a class or classes is required, a majority of the shares of
such class or classes then outstanding, present in person or represented by
proxy, shall constitute a quorum entitled to take action with respect to that
vote on that matter. If a quorum shall fail to attend any meeting, the chairman
of the meeting or the holders of a majority of the shares entitled to vote who
are present, in person or by proxy, at the meeting may adjourn the meeting.
Shares of the Corporation's stock belonging to the Corporation (or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation are held, directly or indirectly, by the
Corporation) shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
Corporation or any other corporation to vote any shares of the Corporation's
stock held by it in a fiduciary capacity.

         Section 2.06 ORGANIZATION. Every meeting of the stockholders shall be
presided over by the Chairman of the Board, if any, or, if the Chairman of the
Board is not present (or, if there is none), one of the following persons in the
order stated: (a) the Chief Executive Officer, if one has been appointed; (b)
the President; (c) a Vice President; (d) if none of the individuals named in
clauses (a), (b) or (c) is present, such person who may have been chosen by the
Board of Directors; or (e) if no individual named in clause (d) is present, a
chairman to be chosen by the stockholders owning a majority of the shares of
capital stock of the Corporation issued and outstanding and entitled to vote at
the meeting and who are present in person or represented by proxy. The Secretary
of the Corporation, or such other person as may be appointed by the chairman of
the meeting, shall act as secretary of the meeting.

         Section 2.07 VOTING.

            (a) At any meeting of stockholders, every stockholder having the
right to vote shall be entitled to vote in person or by proxy. Except as
otherwise provided by the Delaware


                                       2
<PAGE>

General Corporation Law (the "DGCL") or the Certificate of Incorporation, each
stockholder of record shall be entitled to one vote for each share of capital
stock having voting power registered in such stockholder's name on the books of
the Corporation.

            (b) All elections shall be determined by a plurality vote, and,
except as otherwise provided by law or the Certificate of Incorporation, all
other matters shall be determined by a vote of a majority of the shares present
in person or represented by proxy and voting on such other matters.

            (c) If a vote is to be taken by written ballot, then each such
ballot shall state the name of the stockholder or proxy voting and such other
information as the chairman of the meeting deems appropriate.

         Section 2.08 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion, or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which shall not be more than 60 nor less than 10 days before the
date of such meeting, nor more than 60 days prior to any other action. If no
record date is fixed by the Board of Directors, then the record date shall be as
provided by applicable law. A determination of stockholders of record entitled
to 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.

         Section 2.09 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Secretary shall
prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder; provided, however, that
the Corporation shall not be required to include electronic mail addresses or
other electronic contact information on such lists. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting for a
period of at least 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.

         Section 2.10 NOTICE OF STOCKHOLDER BUSINESS; NOMINATIONS.

            (a) Annual Meetings of Stockholders.

               (i) Nominations of persons for election to the Board of
Directors and


                                       3
<PAGE>



the proposal of business to be considered by the stockholders shall be made at
an annual meeting of stockholders:

                  (A) pursuant to the Corporation's notice of such meeting;

                  (B) by or at the direction of the Board of Directors; or

                  (C) by any stockholder of the Corporation who was a
stockholder of record at the time of the giving of the notice provided for in
this Section 2.10, who is entitled to vote at such meeting, and who complies
with the notice procedures set forth in this Section 2.10.

               (ii) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (C) of subparagraph
(a)(i) of this Section 2.10, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice must be delivered to the Secretary at the principal
executive offices of the Corporation not less than 120 days prior to the first
anniversary of the date of the Corporation's release of proxy materials to
stockholders in connection with the previous year's annual meeting; provided,
however, that in the event the Corporation did not conduct an annual meeting the
previous year or if the date of the annual meeting is advanced by more than 30
days or delayed by more than 30 days from such anniversary date, then notice by
the stockholder, in order to be timely, must be delivered not later than the
close of business on the later of the 120th day prior to the annual meeting or
the 10th day following the day on which the date on which public announcement
(as defined herein) of the date of such meeting is first made by the
Corporation.

               (iii) The stockholder's notice described in subparagraph (a)(ii)
of this Section 2.10 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 is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"EXCHANGE 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;

                  (B) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and

                  (C) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made:

                     (1) the name and address of such stockholder, as they
appear on the Corporation's books, and of such beneficial owner; and



                                       4
<PAGE>

                     (2) the class and number of shares of the Corporation that
are owned beneficially and held of record by such stockholder and such
beneficial owner.

      (b) Special Meetings of Stockholders.

          (i) Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of such meeting.

          (ii) Nominations of persons for election to the Board of Directors may
be made at a special meeting of stockholders at which directors are to be
elected pursuant to the Corporation's notice of such meeting:

                  (A) by or at the direction of the Board of Directors; or

                  (B) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice of
the special meeting, who is entitled to vote at the meeting, and who complies
with the notice procedures set forth in this Section 2.10.

          (iii) If the Corporation calls a special meeting of stockholders for
the purpose of electing one or more directors to the Board of Directors, then
any such stockholder may nominate a person or persons (as the case may be) for
election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by subparagraph (a)(ii) of this
Section 2.10 shall be delivered to the Secretary of the Corporation at the
principal executive offices of the Corporation not later than the close of
business on the later of the 60th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting.

      (c) General.

          (i) Only such persons who are nominated in accordance with the
procedures set forth in this Section 2.10 shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 2.10. Except as otherwise provided by law or these
Bylaws, the chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance with the procedures set
forth in this Section 2.10 and, if any proposed nomination or business is not in
compliance herewith, to declare that such defective proposal or nomination shall
be disregarded.

          (ii) For purposes of this Section 2.10, the term "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14, or 15(d) of the Exchange Act.


                                       5
<PAGE>

          (iii) Notwithstanding the foregoing provisions of this Section 2.10, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth herein. Nothing in this Section 2.10 shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

                                  ARTICLE III
                               BOARD OF DIRECTORS

     Section 3.01 NUMBER; CLASSES; QUALIFICATION. The Board of Directors shall
consist of no less than three and no more than 12 members. The total number of
authorized directors shall be fixed from time to time within such range by a
duly adopted resolution of the Board of Directors. The Board of 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 authorized directors. Directors need not be stockholders of the
Corporation.

     Section 3.02 INITIAL TERMS; SUBSEQUENT TERMS.

          (a)  The initial term of office of directors of :

               (i)   Class I shall expire at the annual meeting of stockholders
                     held in 2003;

               (ii)  Class II shall expire at the annual meeting of stockholders
                     held in 2004; and

               (iii) Class III shall expire at the annual meeting of
                     stockholders held in 2005.

          (b) Each subsequent term of office of each class shall expire at each
third succeeding annual meeting of stockholders after the election of the
directors of such class. Subject to the provisions of the Certificate of
Incorporation, each director shall serve until his or her successor is elected
and qualified or until his or her earlier resignation or removal. No decrease in
the total number of authorized directors constituting the Board of Directors
shall shorten the term of any incumbent director.

     Section 3.03 RESIGNATION; REMOVAL; VACANCIES. Any director may resign at
any time upon written notice to the Corporation. Unless otherwise specified in
such written notice, a resignation shall take effect upon delivery of such
written notice to the Corporation. It shall not be necessary for a resignation
to be accepted before it becomes effective. Subject to the rights of any holders
of any preferred stock of the Corporation then outstanding and the Certificate
of Incorporation:

     (a) any director, directors, or the entire Board of Directors may be
removed, with cause, by the holders of a majority of the shares then entitled to
vote at an election of directors;



                                       6
<PAGE>

     (b) except as otherwise required by law, vacancies and newly created
directorships resulting from any increase in the total number of authorized
directors may be filled by a majority of the directors then in office, although
less than a quorum, or by a sole remaining director. Any director elected to
fill a vacancy not resulting from an increase in the total number of authorized
directors shall have the same remaining term as that of his or her predecessor.

Any director elected to fill a vacancy shall hold office for a term expiring at
the next annual meeting of stockholders at which the term of office of the Class
to which such director has been elected expires, and until such director's
respective successor is elected, except in the case of the death, resignation,
or removal of such director.

     Section 3.04 REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held at such places, within or without the State of Delaware, and at such
times as the Board of Directors may from time to time determine. Notice of
regular meetings need not be given if the dates, times and places thereof are
fixed by resolution of the Board of Directors.

     Section 3.05 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President, or a majority of the
members of the Board of Directors then in office and may be held at any time,
date, or place, within or without the State of Delaware, as the person or
persons calling the meeting shall fix. Notice of the time, date, and place of
such meeting shall be given, orally or in writing, by the person or persons
calling the meeting to all directors at least four days before the meeting if
the notice is mailed (which shall be by first class, registered or certified
United States mail), or at least 24 hours before the meeting if such notice is
given by telephone, hand delivery, overnight or similar courier, telegram,
telex, mailgram, facsimile, or similar communication method.

     Section 3.06 TELEPHONIC MEETINGS PERMITTED. Members of the Board of
Directors, or any committee of the Board, may participate in a meeting of the
Board of Directors or of such committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to such
means shall constitute presence in person at such meeting.

     Section 3.07 QUORUM; VOTE REQUIRED FOR ACTION. At all meetings of the Board
of Directors a majority of the directors then in office shall constitute a
quorum for the transaction of business; provided that in no event shall a quorum
be less than one-third of the total number of authorized directors. Except as
otherwise provided herein or in the Certificate of Incorporation, or required by
law, the vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

     Section 3.08 ORGANIZATION. Meetings of the Board of Directors shall be
presided over: (a) by the Chairman of the Board; (b) in the absence of the
Chairman of the Board, by the President (if a director); and (c) in the absence
or ineligibility of the President, by a chairman chosen at the meeting by a
majority of those directors present. The Secretary, or such other person as the
chairman of the meeting may appoint, shall act as secretary of the meeting.

     Section 3.09 WRITTEN ACTION BY DIRECTORS. 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


                                       7
<PAGE>

meeting if all members of the Board of Directors or of such committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or committee,
respectively. Written consents representing actions taken by the Board of
Directors or committee may be executed by telex, telecopy, or other facsimile
transmission, and such facsimile shall be valid and binding to the same extent
as if it were an original.

     Section 3.10 POWERS. The Board of Directors may, except as otherwise
required by law or the Certificate of Incorporation, exercise all such powers
and do all such acts and things as may be exercised or done by the Corporation.

     Section 3.11 COMPENSATION OF DIRECTORS. Directors, as such, may receive,
pursuant to a resolution of the Board of Directors, fees and other compensation
for their services as directors, including, without limitation, their services
as members of committees of the Board of Directors.

                                   ARTICLE IV
                                   COMMITTEES

     Section 4.01 CREATION. The Board of Directors 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 of such committee present at any meeting of
such committee who are not disqualified from voting, whether or not such member
or members constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in place of any such absent or
disqualified member.

     Section 4.02 POWERS. Any committee, to the extent provided in the
resolution of the Board of Directors, 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 that may require it, provided, however, that no such
committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the General Corporation Law of the State
of Delaware to be submitted to stockholders for approval, or (ii) adopting,
amending or repealing any Bylaw of the Corporation.

     Section 4.03 COMMITTEE RULES. Unless the Board of Directors otherwise
provides, each committee designated by the Board may make, alter, and repeal
rules for the conduct of its business. In the absence of such rules, each
committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these Bylaws.

                                   ARTICLE V
                                    OFFICERS

     Section 5.01 DESIGNATIONS. The officers of the Corporation shall be chosen
by the Board of Directors. The Board of Directors shall choose a Chairman of the
Board, a President, a

                                       8
<PAGE>

Secretary, and a Treasurer (together, the "REQUIRED OFFICERS"), and may choose a
Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer,
an Executive Vice President or Executive Vice Presidents, a Vice President or
Vice Presidents, one or more Assistant Secretaries and/or Assistant Treasurers,
and other officers and agents as it shall deem necessary or appropriate
(together, the "PERMITTED OFFICERS"). All officers of the Corporation shall
exercise such powers and perform such duties as shall from time to time be
determined by the Board of Directors. Any number of offices may be held by the
same person, unless the Certificate of Incorporation or these Bylaws otherwise
provide.

     Section 5.02 TERM OF OFFICE; REMOVAL. Subject to the next sentence of this
Section 5.02, each officer of the Corporation shall hold office until such
officer's successor is chosen and shall qualify. Any officer elected or
appointed by the Board of Directors may be removed, with or without cause, at
any time by the affirmative vote of a majority of the directors then in office.
Such removal shall not prejudice the contract rights, if any, of the person so
removed. Any vacancy occurring in any office of the Corporation may be filled
for the unexpired portion of the term by the Board of Directors.

     Section 5.03 COMPENSATION. The salaries of all officers of the Corporation
shall be fixed from time to time by the Board of Directors, and no officer shall
be prevented from receiving such salary by reason of the fact that such person
is also a director of the Corporation.

     Section 5.04 THE CHAIRMAN OF THE BOARD. The Chairman of the Board, if any,
shall be an officer of the Corporation and, subject to the direction of the
Board of Directors, shall perform such executive, supervisory, and management
functions and duties as may be assigned to the Chairman of the Board from time
to time by the Board of Directors. The Chairman of the Board shall, if present,
preside at all meetings of stockholders and of the Board of Directors.

     Section 5.05 THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, if
any, shall be an officer of the Corporation and, subject to the direction of the
Board of Directors, shall perform such executive, supervisory, and management
functions and duties as may be assigned to the Chief Executive Officer from time
to time by the Board of Directors or by the Chairman of the Board (if the
Chairman of the Board be so authorized by the Board of Directors).

     Section 5.06 THE PRESIDENT.

          (a) The President shall, subject to the direction of the Board of
Directors, have general supervision over the business and operations of the
Corporation. The President shall, in general and unless otherwise prescribed by
the Board of Directors, perform all duties incident to the office of President
and such other duties as from time to time may be assigned by the Board of
Directors, the Chairman of the Board (if the Chairman of the Board be so
authorized by the Board of Directors), or the Chief Executive Officer.

          (b) Unless otherwise prescribed by the Board of Directors, the
President shall have full power and authority on behalf of the Corporation to
attend, act, and vote at any meeting of security holders of other corporations
in which the Corporation may hold securities. At such meeting the President
shall possess and may exercise any and all rights and powers incident to the
ownership of such securities which the Corporation might have possessed and
exercised if it


                                       9
<PAGE>

had been present. The Board of Directors may from time to time confer like
powers upon any other person or persons.

     Section 5.07 THE CHIEF FINANCIAL OFFICER AND THE CHIEF OPERATING OFFICER.
The Chief Financial Officer and the Chief Operating Officer shall, subject to
the direction of the Board of Directors, perform such executive, supervisory,
and management functions and duties as may be assigned to each of them,
respectively, from time to time by the Board of Directors, the Chairman of the
Board (if the Chairman of the Board be so authorized by the Board of Directors),
or the Chief Executive Officer.

     Section 5.08 THE SENIOR VICE PRESIDENTS, THE EXECUTIVE VICE PRESIDENTS AND
THE VICE PRESIDENTS. The Senior Vice President, if any (or in the event that
there be more than one, the Senior Vice Presidents in the order designated, or
in the absence of any designation, in the order of their election), or, if none,
the Executive Vice President, if any (or in the event that there be more than
one, the Executive Vice Presidents in the order designated, or in the absence of
any designation, in the order of their election), or, if none, the Vice
President, if any (or in the event that there be more than one, the Vice
Presidents in the order designated, or in the absence of any designation, in the
order of their election), shall, in the absence of, or in the event of the
disability of, the President, perform the duties and exercise the powers of the
President and shall generally assist the President and perform such other duties
and have such other powers as may from time to time be prescribed by the Board
of Directors.

     Section 5.09 THE SECRETARY; ASSISTANT SECRETARIES.

          (a) DUTIES OF THE SECRETARY. The Secretary shall attend all meetings
of the Board of Directors and all meetings of stockholders and record all votes
and the proceedings of the meetings in a book to be kept for that purpose and
shall perform like duties for any committees, if required. The Secretary shall
give, or cause to be given, notice of all meetings of stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
from time to time be prescribed by the Board of Directors, the Chairman of the
Board or the President, under whose supervision the Secretary shall act. The
Secretary shall have custody of the seal of the Corporation, and the Secretary
or any Assistant Secretary, shall have authority to affix the same to any
instrument requiring it, and, when so affixed, the seal may be attested by the
Secretary's signature or by the signature of such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest the affixing thereof by such officer's
signature.

          (b) DUTIES OF THE ASSISTANT SECRETARY. The Assistant Secretary, if any
(or in the event there be more than one, the Assistant Secretaries in the order
designated, or in the absence of any designation, in the order of their
election), shall, in the absence of the Secretary or in the event of the
Secretary's disability, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as may
from time to time be prescribed by the Board of Directors.

     Section 5.10 THE TREASURER; ASSISTANT TREASURERS.


                                       10
<PAGE>

          (a) DUTIES OF THE TREASURER. The Treasurer shall have the custody of
the corporate funds and other valuable effects, including securities, and 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 from
time to time be designated by the Board of Directors. The Treasurer shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chairman of the Board, the President and the Board of Directors, at regular
meetings of the Board, or whenever they may require it, an account of all
transactions and of the financial condition of the Corporation.

          (b) DUTIES OF THE ASSISTANT TREASURER. The Assistant Treasurer, if any
(or in the event there shall be more than one, the Assistant Treasurers in the
order designated, or in the absence of any designation, in the order of their
election), shall, in the absence of the Treasurer or in the event of the
Treasurer's disability, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as may
from time to time be prescribed by the Board of Directors.

     Section 5.11 DELEGATION OF AUTHORITY. Notwithstanding any provision hereof,
the Board of Directors may, from time to time, delegate the powers or duties of
any officer to any other officers or agents.

     Section 5.12 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. Any Required
Officer or Permitted Officer, and any other person authorized by the Board of
Directors or a Required Officer, may vote, represent, and exercise on behalf of
the Corporation all rights incident to any and all shares of any other
corporation or corporations held by the Corporation. The authority granted
herein may be exercised either by such person directly or by any other person
authorized to do so by proxy or power of attorney duly executed by the person
having such authority.

                                   ARTICLE VI
                               STOCK CERTIFICATES

     Section 6.01 FORM; SIGNATURES.

          (a) Every holder of stock in the Corporation shall be entitled to have
a certificate, signed by the Chairman of the Board, the Chief Executive Officer,
or the President and the Treasurer or an Assistant Treasurer or the Secretary or
an Assistant Secretary of the Corporation, exhibiting the number and class (and
series, if any) of shares owned by such person. Such signatures may be
facsimile. A certificate may be manually signed by a transfer agent or registrar
other than the Corporation or its employee but may be a facsimile. In case any
officer who has signed, or whose facsimile signature was placed on, a
certificate shall have ceased to be such officer before such certificate is
issued, it may nevertheless be issued by the Corporation with the same effect as
if such person were such officer at the date of its issue.

          (b) All stock certificates representing shares of capital stock which
are subject to restrictions on transfer or to other restrictions may have
imprinted thereon such notation to such effect as may be determined by the Board
of Directors.



                                       11
<PAGE>

     Section 6.02 REGISTRATION OF TRANSFER. Upon surrender to the Corporation or
any transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment, or authority to
transfer, it shall be the duty of the Corporation or its transfer agent to issue
a new certificate to the person entitled thereto, to cancel the old certificate,
and to record the transaction upon its books.

     Section 6.03 REGISTERED STOCKHOLDERS.

          (a) Except as otherwise provided by law, the Corporation shall be
entitled to recognize the exclusive right of a person who is registered on its
books as the owner of shares of its capital stock to receive dividends or other
distributions, to vote as such owner, and to hold liable for calls and
assessments any person who is registered on its books as the owner of shares of
its capital stock. The Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person.

          (b) If a stockholder desires that notices and/or dividends shall be
sent to a name or address other than the name or address appearing on the stock
ledger maintained by the Corporation (or by the transfer agent or registrar, if
any), such stockholder shall have the duty to notify the Corporation (or the
transfer agent or registrar, if any) in writing, of such desire. Such written
notice shall specify the alternate name or address to be used. Any stockholder
directing or permitting dividends or other distributions to be sent to a name or
address other than that appearing on the Corporation's stock ledger shall bear
full responsibility for all taxes, fees, charges, and other sums that may be or
become due and payable as a result thereof.

     Section 6.04 LOST, STOLEN, OR DESTROYED CERTIFICATES. The Board of
Directors may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation which is claimed to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed certificate, or such person's legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum, or other security in such form, as
it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate claimed to have been lost, stolen,
or destroyed.

                                  ARTICLE VII
                                 INDEMNIFICATION

     Section 7.01 NATURE OF INDEMNITY. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that such
person is or was (or, to the extent permitted by Delaware law, has agreed to
become) a director or officer of the Corporation, or is or was serving (or, to
the extent permitted by Delaware law, has agreed to serve) at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust, or other enterprise, or by reason of any action alleged to have
been taken or omitted in such capacity (each of the foregoing, a


                                       12
<PAGE>

"MANDATORY INDEMNITEE"), and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit, or proceeding by
reason of the fact that such person is or was (or, to the extent permitted by
Delaware law, has agreed to become) an employee or agent of the Corporation, or
is or was serving (or, to the extent permitted by Delaware law, has agreed to
serve) at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise (each of the
foregoing, a "PERMISSIVE INDEMNITEE"), against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person or on such person's behalf in connection with such
action, suit, or proceeding and any appeal therefrom, if such person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or her conduct
was unlawful; except that in the case of an action or suit by or in the right of
the Corporation to procure a judgment in its favor, (a) such indemnification
shall be limited to expenses (including attorneys' fees) actually and reasonably
incurred by such person in the defense or settlement of such action or suit, and
(b) no indemnification shall be made in respect of any claim, issue, or matter
as to which such person shall have been adjudged to be liable to the Corporation
unless, and only to the extent that, the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

     Section 7.02 SUCCESSFUL DEFENSE. To the extent that any Mandatory
Indemnitee or Permissive Indemnitee has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in Section
7.01, or in defense of any claim, issue, or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.

     Section 7.03 DETERMINATION THAT INDEMNIFICATION IS PROPER. Any
indemnification of a Mandatory Indemnitee or Permissive Indemnitee (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of such person is proper
in the circumstances because such person has met the applicable standard of
conduct set forth in Section 7.01. Any such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination:

          (a) by the majority vote of the Board of Directors who were not
parties to such action, suit, or proceeding even though less than a quorum;

          (b) by a committee of such directors designated by majority vote of
such directors, even though less than a quorum;



                                       13
<PAGE>

          (c) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion; or

          (d) by the stockholders.

     Section 7.04 ADVANCE PAYMENT OF EXPENSES. Unless the Board of Directors
otherwise determines in a specific case, expenses incurred by a Mandatory
Indemnitee in defending a civil or criminal action, suit, or proceeding shall be
paid by the Corporation in advance of the final disposition of such action,
suit, or proceeding upon receipt of an undertaking by or on behalf of such
Mandatory Indemnitee to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the Corporation as
authorized in this Article VII. Such expenses incurred by a Permissive
Indemnitee may be so paid upon such terms and conditions, if any, as the Board
of Directors deems appropriate. The Board of Directors may authorize the
Corporation's legal counsel to represent any Mandatory Indemnitee or Permissive
Indemnitee in any action, suit, or proceeding, whether or not the Corporation is
a party to such action, suit or proceeding.

     Section 7.05 SURVIVAL. The foregoing indemnification provisions shall be
deemed to be a contract between the Corporation and each Mandatory Indemnitee or
Permissive Indemnitee who serves in any such capacity at any time while these
provisions as well as the relevant provisions of the DGCL are in effect and any
repeal or modification thereof shall not affect any right or obligation then
existing with respect to any state of facts then or previously existing or any
action, suit, or proceeding previously or thereafter brought or threatened based
in whole or in part upon any such state of facts. Such a contract right may not
be modified retroactively without the consent of such Mandatory Indemnitee or
Permissive Indemnitee.

     Section 7.06 PRESERVATION OF OTHER RIGHTS. The indemnification and
advancement of expenses provided by this Article VII shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in any
such person's official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person. Subject to the
limitations set forth in Section 7.05, the Corporation may enter into an
agreement with any of its directors, officers, employees, or agents, or any
person serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, including employee benefit plans, providing for
indemnification and advancement of expenses, including attorneys' fees, that may
change, enhance, qualify, or limit any right to indemnification or advancement
of expenses created by this Article VII.

     Section 7.07 INSURANCE. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of


                                       14
<PAGE>

such person's status as such, whether or not the Corporation would have the
power to indemnify him or her against such liability under the provisions of the
DGCL.

     Section 7.08 SEVERABILITY. If this Article VII or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Mandatory Indemnitee and may
indemnify each Permissive Indemnitee as to costs, charges and expenses
(including attorneys' fees), judgment, fines, and amounts paid in settlement
with respect to any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including an action by or in the right of the
Corporation, to the fullest extent permitted by any applicable portion of this
Article VII that shall not have been invalidated and to the fullest extent
permitted by applicable law.

     Section 7.09 SUBROGATION. In the event of payment of indemnification to a
Mandatory Indemnitee or Permissive Indemnitee, the Corporation shall be
subrogated to the extent of such payment to any right of recovery such person
may have and such person, as a condition of receiving indemnification from the
Corporation, shall execute all documents and do all things that the Corporation
may deem necessary or desirable to perfect such right of recovery, including the
execution of such documents necessary to enable the Corporation to effectively
enforce any such recovery.

     Section 7.10 NO DUPLICATION OF PAYMENTS. The Corporation shall not be
liable under this Article VII to make any payment in connection with any claim
made against a Mandatory Indemnitee or Permissive Indemnitee to the extent such
person has otherwise received payment (under any insurance policy, bylaw, or
otherwise) of the amounts otherwise indemnifiable hereunder.

     Section 7.11 EFFECT OF AMENDMENT. Any amendment, repeal, or modification of
any provision of this Article VII shall be prospective only, and shall not
adversely affect any right or protection conferred on any person pursuant to
this Article VII and existing at the time of such amendment, repeal, or
modification.

                                  ARTICLE VIII
                                     NOTICES

     Section 8.01 NOTICE. Except as otherwise specifically provided herein or
required by law, all notices required to be given pursuant to these Bylaws shall
be in writing. No requirement of notice in these Bylaws shall be construed to
mean personal notice unless otherwise specifically provided herein. Any notice
other than those specifically required herein to be given personally and other
than those specifically required herein to be transmitted by a particular means
may be given by first class mail or by telegram (with messenger service
specified), or courier service, charges prepaid, or by facsimile transmission
(with confirmation of receipt) to the address (or to the facsimile number) of
the person appearing on the books of the Corporation, or, in the case of
directors, supplied to the Corporation for the purpose of notice. Except as
otherwise specifically provided herein, if the notice is sent by mail, telegram,
or courier service, it shall be deemed to be given when deposited in the United
States mail or with a telegraph office or courier service for delivery to that
person or, in the case of facsimile transmission, when transmitted.



                                       15
<PAGE>

     Section 8.02 WAIVER OF NOTICE. Whenever notice is required to be given
under any provision of these Bylaws, a written waiver of notice, signed by the
person entitled to such 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 a
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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice, unless
so required by the Certificate of Incorporation.

                                   ARTICLE IX
                               GENERAL PROVISIONS

     Section 9.01 DIVIDENDS. Subject to applicable law and the provisions of the
Certificate of Incorporation, dividends upon the outstanding capital stock of
the Corporation may be declared by the Board of Directors at any regular or
special meeting and may be paid in cash, in property or in shares of the
Corporation's capital stock. The Board of Directors shall have full power,
subject to the provisions of law and the Certificate of Incorporation, to
determine whether any, and, if so, what part, of the funds legally available for
the payment of dividends shall be declared as dividends and paid to the
stockholders of the Corporation.

     Section 9.02 RESERVES. The Board of Directors, in its sole discretion, may
fix a sum which may be set aside as a fund or reserved over and above the
paid-in capital of the Corporation for working capital or as a reserve for any
proper purpose, and may, from time to time, increase, diminish or vary such fund
or reserve.

     Section 9.03 FISCAL YEAR. The fiscal year of the Corporation shall be
determined, and may be subsequently changed from time to time, by resolution of
the Board of Directors.

     Section 9.04 SEAL. The Board of Directors may provide for a corporate seal,
which shall have inscribed thereon the name of the Corporation, the year of its
incorporation and the words "Corporate Seal" and "Delaware." Any corporate seal
shall otherwise be in such form as may be approved from time to time by the
Board of Directors.

     Section 9.05 CERTIFICATE OF INCORPORATION GOVERNS. In the event of any
conflict between the provisions of the Certificate of Incorporation and these
Bylaws, the provisions of the Certificate of Incorporation shall govern.

     Section 9.06 SEVERABILITY. If any provision of these Bylaws shall be held
to be invalid, illegal, unenforceable, or in conflict with the provisions of the
Certificate of Incorporation, then such provision shall nonetheless be enforced
to the maximum extent possible consistent with such holding and the remaining
provisions of these Bylaws (including, without limitation, all portions of any
section of these Bylaws containing any such provision held to be invalid,
illegal, unenforceable, or in conflict with the Certificate of Incorporation,
that are not themselves invalid, illegal, unenforceable, or in conflict with the
Certificate of Incorporation) shall remain in full force and effect.



                                       16
<PAGE>

                                   ARTICLE X
                                   AMENDMENTS

     Section 10.01 AMENDMENT BY STOCKHOLDERS. Stockholders of the Corporation
holding at least a majority of the Corporation's outstanding voting stock,
voting as a single class, shall have the power to adopt, amend, or repeal bylaws
of the Corporation.

     Section 10.02 AMENDMENT BY THE BOARD OF DIRECTORS. To the extent provided
in the Certificate of Incorporation, the Board of Directors shall have the power
to adopt, amend, or repeal bylaws of the Corporation by an affirmative vote of a
majority of the whole Board of Directors, except insofar as bylaws adopted by
the stockholders shall otherwise provide.

                                       17