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                                     BY-LAWS

                                       of

                               WEBSTAKES.COM, INC.

                            (a Delaware corporation)

                               (the "Corporation")

                  Amended and Restated as of September 29, 1999

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                                TABLE OF CONTENTS
                                     By-Laws


                                                                         Page
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ARTICLE I       STOCKHOLDERS

      1.01      Annual Meetings.......................................     1
      1.02      Special Meetings......................................     1
      1.03      Notice of Annual and Special Meetings.................     1
      1.04      Quorum................................................     1
      1.05      Voting................................................     2
      1.06      Procedure at Stockholders' Meetings...................     2
      1.07      Action Without Meeting................................     2

ARTICLE II      DIRECTORS

      2.01      Number, Election and Term of Office...................     3
      2.02      Annual Meetings.......................................     3
      2.03      Regular Meetings......................................     3
      2.04      Special Meetings......................................     3
      2.05      Notice of Annual and Special Meetings.................     3
      2.06      Quorum and Manner of Acting...........................     3
      2.07      Action Without Meeting................................     4
      2.08      Participation by Conference Telephone.................     4
      2.09      Resignations..........................................     4
      2.10      Removal of Directors..................................     4
      2.11      Vacancies.............................................     4
      2.12      Compensation of Directors.............................     5
      2.13      Committees............................................     5
      2.14      Personal Liability of Directors.......................     5
      2.15      Classification of the Board of Directors..............     5

ARTICLE III     OFFICERS AND EMPLOYEES

      3.01      Executive Officers....................................     6
      3.02      Additional Officers; Other Agents and Employees.......     6
      3.03      The Chairman..........................................     6
      3.04      The Chief Executive Officer...........................     6
      3.05      The President.........................................     7
      3.06      The Vice Presidents...................................     7
      3.07      The Secretary and Assistant Secretaries...............     7
      3.08      Treasurer and Assistant Treasurers....................     7
      3.09      Vacancies.............................................     8

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      3.10      Delegation of Duties..................................     8

ARTICLE IV      SHARES OF CAPITAL STOCK

      4.01      Share Certificates....................................     8
      4.02      Transfer of Shares....................................     9
      4.03      Transfer Agents and Registrars........................     9
      4.04      Lost, Stolen, Destroyed or Mutilated Certificates.....     9
      4.05      Regulations Relating to Shares........................     9
      4.06      Holders of Record.....................................     9
      4.07      Fixing of Record Date.................................     9

ARTICLE V       LOANS, NOTES, CHECKS, CONTRACTS AND OTHER INSTRUMENTS

      5.01      Notes, Checks, etc....................................    10
      5.02      Execution of Instruments Generally....................    10
      5.03      Proxies in Respect of Stock or Other Securities
                  of Other Corporations...............................    10

ARTICLE VI      GENERAL PROVISIONS

      6.01      Offices...............................................    10
      6.02      Corporate Seal........................................    10
      6.03      Fiscal Year...........................................    11

ARTICLE VII     VALIDATION OF CERTAIN CONTRACTS.......................    11

ARTICLE VIII    AMENDMENTS............................................    12


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                                     BY-LAWS

                                    ARTICLE I
                                  STOCKHOLDERS


            Section 1.01. Annual Meetings. Annual meetings of the stockholders
shall be held on such date and at such time and place as may be fixed by the
Board of Directors and as set forth in the notice of the meeting.

            Section 1.02. Special Meetings. Special meetings of the stockholders
may be called at any time, for the purpose or purposes set forth in the call, by
the President, the Board of Directors or the holders of at least one-fifth of
all the shares of any class outstanding and entitled to vote thereat, by
delivering a written request to the Secretary. At any time, upon the written
request of any person or persons who have duly called a special meeting, it
shall be the duty of the Secretary to fix the date of the meeting, to be held
not more than 75 days after receipt of the request, and to give due notice
thereof. Special meetings shall be held at such place and at such time and date
as the Board of Directors shall determine and as set forth in the notice of the
meeting.

            Section 1.03. Notice of Annual and Special Meetings. Except as
otherwise expressly required by law, notice of each meeting of stockholders,
whether annual or special, shall be given at least 10 and not more than 60 days
prior to the date on which the meeting is to be held to each stockholder of
record entitled to vote thereat by delivery of a notice thereof to him
personally or by sending a copy thereof through the U.S. mail or by overnight
delivery service or telegram, charges prepaid, to his address appearing on the
records of the Corporation. Each such notice shall specify the place, day and
hour of the meeting and, in the case of a special meeting, shall briefly state
the purpose or purposes for which the meeting is called. A written waiver of
notice, signed by the person or persons entitled to such notice, whether before
or after the date and time fixed for the meeting shall be deemed the equivalent
of such notice. Neither the business to be transacted at nor the purpose of the
meeting need be specified in a waiver of notice of such meeting.

            Section 1.04. Quorum. A stockholders' meeting duly called shall not
be organized for the transaction of business unless a quorum is present. At any
meeting the presence in person or by proxy of stockholders entitled to cast at
least a majority of the votes which all stockholders are entitled to cast on the
particular matter shall constitute a quorum for the purpose of considering such
matter, except as otherwise expressly provided by law or by the Certificate of
Incorporation or By-Laws of the Corporation. The stockholders present at a duly
organized meeting can continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum. If a meeting
cannot be organized because a quorum has not attended, those present may adjourn
the meeting from time to time to such time (not more than 30 days after the next
previously adjourned meeting) and place as they may determine, without notice
other than by announcement at the meeting of the time and place of the adjourned
meeting; and in the case of any meeting called for the election of directors,
those who attend the second of such adjourned meetings, provided they are
entitled to

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cast at least one-third of the votes entitled to be cast on any matter to be
considered at the meeting, shall nevertheless constitute a quorum for the
purpose of electing directors.

            Section 1.05. Voting. At every meeting of stockholders, each holder
of record of issued and outstanding stock of the Corporation entitled to vote at
such meeting shall be entitled to vote in person or by proxy and, except where a
date has been fixed as the record date for the determination of stockholders
entitled to notice of or to vote at such meeting, no holder of record of a share
of stock which has been transferred on the books of the Corporation within 10
days next preceding the date of such meeting shall be entitled to notice of or
to vote at such meeting in respect of such share so transferred. Resolutions of
the stockholders shall be adopted, and any action of the stockholders at a
meeting upon any matter shall be taken and be valid, only if at least a
plurality of the votes cast with respect to such resolutions or matter are cast
in favor thereof, except as otherwise expressly provided by law or by the
Certificate of Incorporation or By-Laws of the Corporation. The Chairman of the
Board (if one has been elected and is present) shall be chairman, and the
Secretary (if present) shall act as secretary, at all meetings of the
stockholders. In the absence of the Chairman of the Board, the President shall
be chairman; and in the absence of both of them, the chairman shall be
designated by the Board of Directors or if not so designated shall be elected by
the stockholders present; and in the absence of the Secretary, an Assistant
Secretary shall act as secretary of the meeting.

            Section 1.06. Procedure at Stockholders' Meetings. The organization
of each meeting of the stockholders, the order of business thereat and all
matters relating to the manner of conducting the meetings shall be determined by
the chairman of the meeting or, in the chairman's absence, by a person
designated by the chairman or, if no person is so designated, by a person
designated by a majority of the directors present, whose decisions may be
overruled only by majority vote (which shall not be by ballot) of the
stockholders present and entitled to vote at the meeting in person or by proxy.
Meetings shall be conducted in a manner designed to accomplish the business of
the meeting in a prompt and orderly fashion and to be fair and equitable to all
stockholders, but it shall not be necessary to follow Roberts' Rules of Order or
any other manual of parliamentary procedure.

            Section 1.07. Action Without Meeting. Unless otherwise provided by
the Certificate of Incorporation, any action required to be taken at any annual
or special meeting of stockholders, or any action which may be taken at any
annual or special meeting, 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, shall be 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, and such written consent 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. 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,
but failure to do so shall not void the action.


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                                   ARTICLE II
                                    DIRECTORS


            Section 2.01. Number, Election and Term of Office. The number of
directors which shall constitute the full Board of Directors shall be determined
by resolution of the board of directors or by the stockholders at the annual
meeting. Each director shall hold office for the term for which he is elected
and thereafter until his successor is duly elected or until his prior death,
resignation or removal. Directors need not be stockholders.

            Section 2.02. Annual Meetings. Annual meetings of the Board of
Directors shall be held each year at the same place as and immediately after the
annual meeting of stockholders or at such other place and time as shall
theretofore have been determined by the Board. At its regular annual meeting,
the Board of Directors shall organize itself and elect the officers of the
Corporation for the ensuing year, and may transact any other business.

            Section 2.03. Regular Meetings. Regular meetings of the Board of
Directors may be held at such intervals and at such time and place as shall from
time to time be determined by the Board. After there has been such determination
and notice thereof has been once given to each person then a member of the Board
of Directors, regular meetings may be held at such intervals and time and place
without further notice being given to directors who have been given at least one
such notice.

            Section 2.04. Special Meetings. Special meetings of the Board of
Directors may be called at any time by the Board, by the Chairman of the Board,
by the President or by any two directors to be held on such day and at such time
and place as shall be specified by the person or persons calling the meeting.

            Section 2.05. Notice of Annual and Special Meetings. Except as
otherwise expressly required by law, notice of the annual meeting of the Board
of Directors need not be given. Except as otherwise expressly required by law,
notice of every special meeting of the Board of Directors specifying the place,
date and time thereof shall be given to each director by being mailed on at
least the third day prior to the date of the meeting, by being sent by telegraph
or overnight delivery service or given personally or by telephone at least 24
hours prior to the time of the meeting. A written waiver of notice of a meeting,
signed by the person or persons entitled to such notice, whether before or after
the date and time stated therein fixed for the meeting, shall be deemed the
equivalent of such notice, and attendance of a director at a meeting shall
constitute a waiver of notice of such meeting except when the director attends
the meeting for the express purpose of objecting, when he enters the meeting, to
the transaction of any business because the meeting is not lawfully called or
convened.

            Section 2.06. Quorum and Manner of Acting. At all meetings of the
Board of Directors, except as otherwise expressly provided by law or by the
Certificate of Incorporation or By-Laws of the Corporation, the presence of a
majority of the full Board shall be necessary and


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sufficient to constitute a quorum for the transaction of business. If a quorum
is not present at any meeting, the meeting may be adjourned from time to time by
a majority of the directors present until a quorum as aforesaid shall be
present, but notice of the time and place to which such a meeting is adjourned
shall be given to any directors not present either by being sent by telegraph or
given personally or by telephone at least eight hours prior to the time of
reconvening. Resolutions of the Board of Directors shall be adopted, and any
action of the Board at a meeting upon any matter shall be taken and be valid,
only with the affirmative vote of at least a majority of the directors present
at the meeting, except as otherwise provided herein. The Chairman of the Board
(if one has been elected and is present) shall be chairman, and the Secretary
(if present) shall act as secretary, at all meetings of the Board. In the
absence of the Chairman of the Board, the President shall be chairman, and in
the absence of both of them the directors present shall select a member of the
Board of Directors to be chairman; and in the absence of the Secretary, the
chairman of the meeting shall designate any person to act as secretary of the
meeting.

            Section 2.07. Action Without Meeting. 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 a consent in writing,
setting forth the actions so taken, shall be signed by all members of the Board
or such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.

            Section 2.08. Participation by Conference Telephone. Members of the
Board of Directors of the Corporation, or any committee designated by the Board,
may participate in a meeting of the Board or 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
by such means shall constitute presence in person at such meeting.

            Section 2.09. Resignations. A director may resign by submitting his
written resignation to the Chairman of the Board (if one has been elected) or
the Secretary. Unless otherwise specified therein, the resignation of a director
need not be accepted to make it effective and shall be effective immediately
upon its receipt by such officer or as otherwise specified therein. If the
resignation of a director specifies that it shall be effective at some time
later than receipt, until that time the resigning director shall be competent to
act on all matters before the Board of Directors, including filling the vacancy
caused by such resignation.

            Section 2.10. Removal of Directors. The entire Board of Directors or
any individual director may be removed at any time with or without cause by the
holders of a majority of the shares then entitled to vote at an election of
directors. The vacancy or vacancies caused in the Board of Directors by such
removal may, but need not, be filled by such stockholders at the same meeting or
at a special meeting of the stockholders called for that purpose.

            Section 2.11. Vacancies. Any vacancy that shall occur in the Board
of Directors by reason of death, resignation, removal, increase in the number of
directors or any other cause whatever shall, unless filled as provided in
Section 2.10 of this Article II, be filled by a majority


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of the then members of the Board, whether or not a quorum, and each person so
elected shall be a director until he or his successor is elected by the
stockholders at a meeting called for the purpose of electing directors, or until
his prior death, resignation or removal.

            Section 2.12. Compensation of Directors. The Corporation may allow
compensation to its directors for their services, as determined from time to
time by resolution adopted by the Board of Directors.

            Section 2.13. Committees. The Board of Directors may, by resolution
adopted by a majority of the full Board, designate one or more committees
consisting of directors to have and exercise such authority of the Board in the
management of the business and affairs of the Corporation as the resolution of
the Board creating such committee may specify and as is otherwise permitted by
law. The Board of Directors may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of any member
of such committee or committees, 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 director to act at the meeting in the
place of such absent or disqualified member.

            Section 2.14. Personal Liability of Directors.

            (a) To the fullest extent that the laws of the State of Delaware, as
the same exist or may hereafter be amended, permit elimination of the personal
liability of directors, no director of this Corporation shall be personally
liable to this Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director.

            (b) The provisions of this Section 2.14 shall be deemed to be a
contract with each director of this Corporation who serves as such at any time
while this Section 2.14 is in effect, and each such director shall be deemed to
be serving as such in reliance on the provisions of this Section 2.14. Any
amendment or repeal of this Section 2.14 or adoption of any By-Law of this
Corporation or other provision of the Certificate of Incorporation of this
Corporation which has the effect of increasing director liability shall operate
prospectively only and shall not affect any action taken, or any failure to act,
by a director of this Corporation prior to such amendment, repeal, By-Law or
other provision becoming effective.

            Section 2.15. Classification of the Board of Directors.

            The Board of Directors shall be divided into three classes, each
having the number of directors set forth below:

               Class I     Two directors
               Class II    Two directors
               Class III   Two directors


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The term of office of exactly one class shall expire each year. The term of
office of Class I shall expire at the annual meeting of shareholders held in
2000. The term of office of Class II shall expire at the annual meeting of
shareholders held in 2001. The term of office of Class III shall expire at the
annual meeting of shareholders held in 2002. When the number of directors is
changed, any newly created directorships or any decrease in directorships shall
be so apportioned among the classes to make them as nearly equal in number as
possible. Subject to the foregoing, at each annual meeting of shareholders the
successors to the class of directors whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual
meeting.


                                   ARTICLE III
                             OFFICERS AND EMPLOYEES


            Section 3.01. Executive Officers. The Executive Officers of the
Corporation shall be the President and a Secretary and may include a Chairman of
the Board, a Chief Executive Officer, one or more Vice Presidents as the Board
of Directors may from time to time determine, and a Treasurer all of whom shall
be elected by the Board of Directors. Any two or more offices may be held by the
same person. Each Executive Officer shall serve at the pleasure of the Board,
and shall hold office until the next succeeding annual meeting of the Board of
Directors and thereafter until his successor is duly elected and qualifies, or
until his earlier death, resignation or removal.

            Section 3.02. Additional Officers; Other Agents and Employees. The
Board of Directors may from time to time appoint or hire such additional
officers, assistant officers, agents, employees and independent contractors as
the Board deems advisable; and the Board or the President shall prescribe their
duties, conditions of employment and compensation. Subject to the power of the
Board of Directors, the President may employ from time to time such other
agents, employees, and independent contractors as he may deem advisable for the
prompt and orderly transaction of the business of the Corporation, and he may
prescribe their duties and the conditions of their employment, fix their
compensation and dismiss them, without prejudice to their contract rights, if
any.

            Section 3.03. The Chairman. If there shall be a Chairman of the
Board, he shall be elected from among the directors, shall preside at all
meetings of the stockholders and of the Board. He shall have authority to sign
all checks, all certificates of stock, conveyances of real estate, and any other
instruments in writing requiring a signature, and shall have such other powers
and duties as from time to time may be prescribed by the Board.

            Section 3.04. The Chief Executive Officer. The Chief Executive
Officer shall be the head of the Corporation and in the recess of the Board of
Directors shall have the general control and management of all the business and
affairs of the Corporation. He shall also exercise such further powers and
perform such other duties as may from time to time be conferred upon or assigned
by the By-laws or the Board of Directors. He shall make annual reports and
submit the same to the Board of Directors and also to the stockholders at their
annual meeting, showing the


                                      -6-
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condition and the affairs of the Corporation. He shall from time to time make
such recommendations to the Board of Directors and any other committee as he
thinks proper and shall bring before the Board of Directors and any other
committee such information as may be required, relating to the business and
property of the Corporation. In case of the absence or disability of the Chief
Executive Officer and as and to the extent directed by the Chief Executive
Officer, the President shall fulfill the duties of the Chief Executive Officer.

            Section 3.05. The President. The President shall exercise such
powers and duties as from time to time may prescribed in these By-Laws or by the
Chief Executive Officer or the Board of Directors. He shall have authority to
sign all checks, all certificates of stock, conveyances of real estate, and any
other instruments in writing requiring a signature. In case of the absence or
disability of the Chief Executive Officer and as and to the extent directed by
the Chief Executive Officer, the President shall fulfill the duties of the Chief
Executive Officer.

            Section 3.06. The Vice Presidents. The Vice Presidents may be given,
by the Chairman of the Board or by resolution of the Board of Directors, general
executive powers, subject to the control of the President, concerning one or
more or all segments of the operations of the Corporation. The Vice Presidents
shall exercise such further powers and duties as from time to time may be
prescribed in these By-Laws or by the Board of Directors, the Chief Executive
Officer or the President. At the request of the President or in his absence or
disability, the senior Vice President shall exercise all the powers and duties
of the President.

            Section 3.07. The Secretary and Assistant Secretaries. It shall be
the duty of the Secretary (a) to keep or cause to be kept an original or
duplicate record of the proceedings of the stockholders and the Board of
Directors, and a copy of the Certificate of Incorporation and of the By-Laws;
(b) to attend to the giving of notices of the Corporation as may be required by
law or these By-Laws; (c) to be custodian of the corporate records and of the
seal of the Corporation and see that the seal is affixed to such documents as
may be necessary or advisable; (d) to have charge of the stock books of the
Corporation, and a share register, giving the names of the stockholders in
alphabetical order, and showing their respective addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the shares, and the date of cancellation of every certificate surrendered for
cancellation; and (e) to exercise all powers and duties incident to the office
of Secretary, and such other powers and duties as may be prescribed by the Board
of Directors, the President or the Chief Executive Officer from time to time.
The Secretary by virtue of his office shall be an Assistant Treasurer. The
Assistant Secretaries shall assist the Secretary in the performance of his
duties and shall also exercise such further powers and duties as from time to
time may be assigned to them by the Board of Directors, the President or the
Secretary. At the direction of the Secretary or in his absence or disability,
the President, the Chief Executive Officer, the Treasurer or an Assistant
Secretary shall perform the duties of the Secretary.

            Section 3.08. The Treasurer and Assistant Treasurers. The Treasurer
shall have custody of all the funds and securities of the Corporation. He shall
collect all moneys due the Corporation and deposit such moneys to the credit of
the Corporation in such banks, trust


                                      -7-
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companies, or other depositories as may have been duly designated by the Board
of Directors. He shall endorse for collection on behalf of the Corporation,
checks, notes, drafts and other documents, and may sign and deliver receipts,
vouchers and releases of liens evidencing payments made to the Corporation.
Subject to Section 5.01 of these By-Laws, he shall cause to be disbursed the
funds of the Corporation by payment in cash or by checks or drafts upon the
authorized depositories of the Corporation. He shall have charge of the books
and accounts of the Corporation. He shall perform all acts incident to the
office of the Treasurer and such other duties as may be prescribed by the Board
of Directors, the President or the Chief Executive Officer. The Treasurer by
virtue of his office shall be an Assistant Secretary. The Assistant Treasurers
shall assist the Treasurer in the performance of his duties and shall also
exercise such further powers and duties as from time to time may be assigned to
them by the Board of Directors, the President or the Treasurer. At the direction
of the Treasurer or in his absence or disability, the President, the Chief
Executive Officer, the Secretary or an Assistant Treasurer shall perform the
duties of Treasurer.

            Section 3.09. Vacancies. Vacancy in any office or position by reason
of death, resignation, removal, disqualification, disability or other cause,
shall be filled in the manner provided in this Article III for regular election
or appointment to such office.

            Section 3.10. Delegation of Duties. The Board of Directors may in
its discretion delegate the powers and duties, or any of them, of any officer to
any other person whom it may select.


                                   ARTICLE IV
                             SHARES OF CAPITAL STOCK


            Section 4.01. Share Certificates. Every holder of stock in the
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board of Directors may from time to time prescribe, signed by the
Chairman of the Board, the President or any Vice President and by the Treasurer
or any Assistant Treasurer or the Secretary or any Assistant Secretary. The
signatures of such officers may be facsimiles. Each such certificate shall set
forth the name of the registered holder thereof, the number and class of shares
and the designation of the series, if any, which the certificate represents. The
Board of Directors may, if it so determines, direct that certificates for shares
of stock of the Corporation be signed by a transfer agent or registered by a
registrar or both, in which case such certificates shall not be valid until so
signed or registered.

            In case any officer of the Corporation who shall have signed, or
whose facsimile signature shall have been used on, any certificate for shares of
stock of the Corporation shall cease to be such officer, whether because of
death, resignation, removal or otherwise, before such certificate shall have
been delivered by the Corporation, such certificate shall nevertheless be deemed
to have been adopted by the Corporation and may be issued and delivered as
though the person who signed such certificate or whose facsimile signature shall
have been used thereon had not ceased to be such officer.


                                      -8-
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            Section 4.02. Transfer of Shares. Transfers of shares of stock of
the Corporation shall be made only on the books of the Corporation by the
registered holder thereof or by his attorney thereunto authorized by an
instrument duly executed and filed with the Corporation, and on surrender of the
certificate or certificates for such shares properly endorsed or accompanied by
properly executed stock powers and evidence of the payment of all taxes imposed
upon such transfer. Except as provided in Section 4.04 of this Article IV, every
certificate surrendered for transfer shall be cancelled and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled.

            Section 4.03. Transfer Agents and Registrars. The Board of Directors
may appoint any one or more qualified banks, trust companies or other
corporations organized under any law of any state of the United States or under
the laws of the United States as agent or agents for the Corporation in the
transfer of the stock of the Corporation and likewise may appoint any one or
more such qualified banks, trust companies or other corporations as registrar or
registrars of the stock of the Corporation.

            Section 4.04. Lost, Stolen, Destroyed or Mutilated Certificates. New
certificates for shares of stock may be issued to replace certificates lost,
stolen, destroyed or mutilated upon such terms and conditions, which may but
need not include the giving of a satisfactory bond or other indemnity, as the
Board of Directors may from time to time determine.

            Section 4.05. Regulations Relating to Shares. The Board of Directors
shall have power and authority to make such rules and regulations not
inconsistent with these By-Laws or with law as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of
stock of the Corporation.

            Section 4.06. Holders of Record. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder and
owner in fact thereof and shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise expressly
provided by the laws of the State of Delaware.

            Section 4.07. Fixing of Record Date. The Board of Directors may fix
a record date which does not precede the date on which the resolution fixing
such record date is adopted,

            (a) in order to determine the stockholders entitled to notice of or
to vote at any meeting of stockholders provided such record date is not less
than ten or more than sixty days prior to the date of any such meeting;

            (b) in order to determine the stockholders entitled to consent to
corporate action in writing without a meeting provided such record date is not
more than ten days after the date on which the resolution fixing such record
date is adopted; and


                                      -9-
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            (c) in order to 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,
provided such record date is not more than sixty days prior to such action.

            In such case, only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to notice of, or to vote at, such
meeting or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after any record date
fixed as aforesaid.


                                    ARTICLE V
                              LOANS, NOTES, CHECKS,
                         CONTRACTS AND OTHER INSTRUMENTS


            Section 5.01. Notes, Checks, etc. All notes, drafts, acceptances,
checks, endorsements (other than for deposit) and all evidences of indebtedness
of the Corporation whatsoever shall be signed by such officers or agents and
shall be subject to such requirements as to countersignature or other conditions
as the Board of Directors from time to time may designate. Facsimile signatures
on checks may be used unless prohibited by the Board of Directors.

            Section 5.02. Execution of Instruments Generally. Except as provided
in Section 5.01 of this Article V, all contracts and other instruments requiring
execution by the Corporation may be executed and delivered by the Chief
Executive Officer, the President, any Vice President or the Treasurer, and
authority to sign any such contracts or instruments, which may be general or
confined to specific instances, may be conferred by the Board of Directors upon
any other person or persons. Any person having authority to sign on behalf of
the Corporation may delegate, from time to time, by instrument in writing, all
or any part of such authority to any person or persons if authorized so to do by
the Board of Directors.

            Section 5.03. Proxies in Respect of Stock or Other Securities of
Other Corporations. Unless otherwise provided by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President may from
time to time appoint an attorney or attorneys or an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation to vote or consent in respect of such stock
or other securities, may instruct the person or persons so appointed as to the
manner of exercising such powers and rights and may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal or otherwise all such written proxies or other instruments as he may deem
necessary or proper in order that the Corporation may exercise its said powers
and rights.


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                                   ARTICLE VI
                               GENERAL PROVISIONS


            Section 6.01. Offices. The registered office of the Corporation
shall be at 1013 Centre Road, Wilmington, Delaware 19805. The Corporation may
have other offices, within or without the State of Delaware, at such place or
places as the Board of Directors may from time to time determine or the business
of the Corporation may require.

            Section 6.02. Corporate Seal. The Board of Directors shall prescribe
the form of a suitable corporate seal, which shall contain the full name of the
Corporation and the year and state of incorporation. Such seal may be used by
causing it or a facsimile or reproduction thereof to be affixed to or placed
upon the document to be sealed.

            Section 6.03. Fiscal Year. Unless otherwise determined by the Board
of Directors, the fiscal year of the Corporation shall end on December 31 of
each year.


                                   ARTICLE VII
                         VALIDATION OF CERTAIN CONTRACTS


            Section 7.01. No contract or other transaction between the
Corporation and another person shall be invalidated or otherwise adversely
affected by the fact that any one or more stockholders, directors or officers of
the Corporation.

            (i) is pecuniarily or otherwise interested in, or is a stockholder,
director, officer, or member of, such other person, or

            (ii) is a party to, or is in any other way pecuniarily or otherwise
interested in, the contract or other transaction, or

            (iii) is in any way connected with any person pecuniarily or
otherwise interested in such contract or other transaction, provided the fact of
such interest shall be disclosed or known to the Board of Directors or the
stockholders, as the case may be, and in any action of the stockholders or of
the Board authorizing or approving any such contract or other transaction, any
and every stockholder or director may be counted in determining the existence of
a quorum with like force and effect as though he were not so interested, or were
not such a stockholder, director, member or officer, or were not such a party,
or were not so connected. Such director, stockholder or officer shall not be
liable to account to the Corporation for any profit realized by him from or
through any such contract or transaction approved or authorized as aforesaid. As
used herein, the term "person" includes a corporation, partnership, firm,
association or other legal entity.


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                                  ARTICLE VIII
                                   AMENDMENTS


            Section 8.01. These By-Laws may be amended, altered and repealed,
and new by-laws may be adopted, by the stockholders or the Board of Directors of
the Corporation at any regular or special meeting. No provision of these By-Laws
shall vest any property or contract right in any stockholder.