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                                                                    EXHIBIT 3.2



                          AMENDED AND RESTATED BYLAWS
                                       OF
                              eVENTURES GROUP, INC
                        (FORMERLY KNOWN AS ADINA, INC.)
                             A DELAWARE CORPORATION
                                (THE "COMPANY")


                                   ARTICLE I
                                    OFFICES

         Section 1.1. Registered Office. The registered office of the Company
in the State of Delaware is located at United Corporate Services, Inc., 15 East
North Street, City of Dover, County of Kent.

         SECTION 1.2. PRINCIPAL OFFICE. The principal office of the Company
will be 300 Crescent Court, Suite 800, Dallas, TX 75201 or at such other place
as the Board of Directors may from time to time determine.

         SECTION 1.3. OTHER OFFICES. The Company may also have offices at such
other places as the Board of Directors may from time to time determine or the
business of the Company may require.


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         SECTION 2.1. PLACE OF MEETINGS. All meetings of stockholders will be
held at the principal office of the Company, or at such other place as will be
determined by the Board of Directors and specified in the notice of the
meeting.

         SECTION 2.2. ANNUAL MEETING. The annual meeting of stockholders will
be held at such date and time as will be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which meeting
the stockholders will elect by written ballot a Board of Directors and transact
such other business as may properly be brought before the meeting of
stockholders. The Board of Directors may postpone the time of holding the
annual meeting of stockholders for such period not exceeding ninety (90) days,
as they may deem advisable. Failure to hold the annual meeting at the
designated time shall not work a dissolution of the Company nor impair the
powers, rights and duties of the Company's officers and Directors. At annual
meetings, the stockholders shall elect Directors and transact such other
business as may properly be brought before the meeting. If the election of
Directors shall not be held on the day designated herein for any annual meeting
of the stockholders or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the stockholders as soon
thereafter as is convenient.




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         SECTION 2.3. NOTICE OF ANNUAL MEETING. Written or printed notice of
the annual meeting, stating the place, day and hour thereof, will be delivered
personally to each stockholder at his residence or usual place of business or
mailed to each stockholder entitled to vote at such address as appears on the
books of the Company, not less than ten (10) nor more than sixty (60) days
before the date of the meeting. Waiver by a stockholder (or his duly authorized
attorney) in writing of notice of a stockholders' meeting, signed by the
stockholder, whether before or after the time of such meeting, shall be
equivalent to the giving of such notice. Attendance by a stockholder, whether
in person or by proxy, at a stockholders' meeting shall constitute a waiver of
notice of such meeting of which the stockholder has had no notice.

         SECTION 2.4. SPECIAL MEETING. Special meetings of stockholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the Chairman of the Board or by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of Directors which the
Company would have if there were no vacancies, and such special meeting may not
be called by any other person or persons.

         SECTION 2.5. NOTICE OF SPECIAL MEETING. Written or printed notice of a
special meeting stating the place, day, hour and purpose(s) thereof, will be
personally delivered to each stockholder at his residence or usual place of
business or mailed to each stockholder entitled to vote at such address as
appears on the books of the Company, not less than ten (10) nor more than sixty
(60) days before the date of the meeting. Business transacted at any special
meeting shall be limited to the purpose(s) stated in the notice.

         SECTION 2.6. ADJOURNMENT. At any meeting of stockholders of the
Company, if less than a quorum be present, a majority of the stockholders
entitled to vote, present in person or by proxy, shall have the power to
adjourn the meeting from time to time without notice other than announcement at
the meeting until a quorum shall be present. Any business may be transacted at
the adjourned meeting which might have been transacted at the meeting
originally noticed. If the adjournment is for more than thirty days, or if
after the adjournment a new record date, as provided for in Section 2.7 of
these Bylaws, is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

         SECTION 2.7. FIXING OF DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD. The Board of Directors may, by resolution, fix in advance a date as the
record date for the purpose of determining stockholders entitled to notice of,
or to vote at, any meeting of stockholders or any adjournment thereof, or
stockholders entitled to receive payment of any dividend or the allotment of
any rights, or in order to make a determination of stockholders for any other
purposes (other than determining stockholders entitled to consent to action by
stockholders proposed to be taken without a meeting of stockholders). Such
date, in any case, shall not be more than sixty (60) days and not less than ten
(10) days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If no record date is fixed for
the determination of stockholders entitled to notice of or to vote at a meeting
of stockholders, or stockholders entitled to receive payment of a dividend,
such date shall be at the close of business on the day on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors




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declaring such dividend is adopted, as the case may be, and shall be the record
date for such determination of stockholders. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof except where the determination has been made through the closing of the
stock transfer records and the stated period of closing has expired.

         SECTION 2.8. STOCKHOLDER LIST. At least ten (10) days before each
meeting of stockholders, a complete list of stockholders entitled to vote at
each such meeting or in any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by each, will be
prepared by the Secretary or the officer or agent having charge of the stock
transfer ledger of the Company. Such list will be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours for such ten (10) day period either at a place within the city
where the meeting is to be held, or, if not so specified, the place where the
meeting is to be held. Such list will also be produced and kept open at the
time and place of the meeting. The stock ledger shall be the only evidence as
to who are the stockholders entitled to vote in person or by proxy at any
meeting of stockholders.

         SECTION 2.9. QUORUM. The holders of a majority of the shares of
capital stock issued and outstanding and entitled to vote, represented in
person or by proxy, will constitute a quorum at all meetings of the
stockholders for the transaction of business. The stockholders present may
adjourn the meeting despite the absence of a quorum. When a meeting is
adjourned for less than thirty (30) days in any one adjournment, it will not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted which might have been transacted on the original date of the
meeting. When a meeting is adjourned for thirty (30) days or more, notices of
the adjourned meeting will be given as in the case of an original meeting. The
vote of the holders of a majority of the shares entitled to vote and thus
represented at a meeting at which a quorum is present shall be the act of the
stockholders' meeting unless the vote of a greater number is required by law,
the Certificate of Incorporation or these Bylaws, in which case the vote of
such greater number shall be requisite to constitute the act of the meeting.
The stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

         SECTION 2.10. PROXIES AND VOTING. Stockholders entitled to vote shall
have the number of votes specified in the Certificate of Incorporation for each
share of stock owned by them and a proportionate vote for a fractional share.
Stockholders may vote in person or by written proxy dated not more than six
months before the meeting named therein. Proxies shall be filed with the
Secretary of the meeting, or of any adjournment thereof, before being voted.
Except as otherwise limited therein, proxies shall entitle the person named
therein to vote at any meeting or adjournment of such meeting but shall not be
valid after final adjournment of such meeting. A proxy with respect to stock
held in the name of two or more persons shall be valid if executed by any one
of them unless at or prior to its exercise the Company receives a specific
written notice to the contrary from any one of them. A proxy purporting to be
executed by or on behalf of a





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stockholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger.

         When a quorum is present at any meeting, the holders of a majority of
the stock represented and entitled to vote on any question (or if there are two
or more classes of stock entitled to vote as separate classes, then in the case
of each such class, the holders of a majority of the stock of that class
represented and entitled to vote on any question) other than an election by
stockholders shall, except where a larger vote is required by law, by the
Certificate of Incorporation or by these bylaws, decide any question brought
before such meeting. Any election by stockholders shall be determined by a
plurality of the votes cast.

         SECTION 2.11. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action
that may be taken at any annual or special meeting of the stockholders of the
Company, may be taken without a meeting, without prior notice, and without a
vote, if a consent 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,
provided that a consent must bear the date of each stockholder's signature and
no consent will be effective unless written consents received by a sufficient
number of stockholders to take the contemplated action are delivered to the
Company within sixty days of the date that the earliest consent is delivered to
the Company. Prompt notice of the taking of corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing. In the event that the action which is consented
to is such as would have required the filing of a certificate under any section
of Delaware law, if such action had been voted on by stockholders at a meeting
thereof, the certificate filed under such other section shall state, in lieu of
any statement required by such section concerning any vote of stockholders,
that written consent and that written notice have been given in accordance with
Section 228 of the General Corporation Law of the State of Delaware.

         SECTION 2.12. PRESIDING OFFICER AND CONDUCT OF MEETINGS. The Chairman
of the Board of Directors shall preside at all meetings of the stockholders and
shall automatically serve as Chairman of such meetings. In the absence of the
Chairman of the Board of Directors, or if the Directors neglect or fail to
elect a Chairman, then the President of the Company shall preside at the
meetings of the stockholders and shall automatically be the Chairman of such
meeting, unless and until a different person is elected by a majority of the
shares entitled to vote at such meeting. The Secretary of the Company shall act
as Secretary at all meetings of the stockholders. In the absence or disability
of the Secretary, the Chairman of the Board of Directors, the Chief Executive
Officer, or the President shall appoint a person to act as Secretary at such
meetings.

         SECTION 2.13. CONDUCT OF MEETINGS. The date and time of the opening
and the closing of the polls for each matter upon which the stockholders will
vote at a meeting shall be announced at the meeting by the person presiding
over the meeting. The Board of Directors may, to the extent not prohibited by
law, adopt by resolution such rules and regulations for the conduct of the
meeting of stockholders as it shall deem appropriate. Except to the extent



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inconsistent with such rules and regulations as adopted by the Board of
Directors, the person presiding over any meeting of stockholders shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such person, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the person presiding over
the meeting, may to the extent not prohibited by law include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) rules and procedures for maintaining order at
the meeting and the safety of those present; (iii) limitations on attendance at
or participation in the meeting to stockholders of record of the Company, their
duly authorized and constituted proxies or such other persons as the chairman
of the meeting shall determine; (iv) restrictions on entry to the meeting after
the time fixed for the commencement thereof; and (v) limitations on the time
allotted to questions or comments by participants.

         SECTION 2.14. INSPECTORS. The Board of Directors may, in advance of
any meeting of stockholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If any of the inspectors so appointed shall
fail to appear or act, the chairman of the meeting may, or if inspectors shall
not have been appointed, the Chairman of the meeting shall, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Company outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine
all challenges and questions arising in connection with the right to vote,
count and tabulate all votes, ballots or consents, determine the results, and
do such acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the chairman of the meeting, the inspectors shall
make a report in writing of any challenge, request or matter determined by them
and shall execute a certificate of any fact found by them. No Directors or
candidate for the office of Director shall act as an inspector of an election
of Directors.


                                  ARTICLE III
                               BOARD OF DIRECTORS

         SECTION 3.1. FUNCTIONS AND NUMBER. The property, business and affairs
of the Company shall be managed and controlled by a Board of Directors, who
need not be stockholders, citizens of the United States or residents of the
State of Delaware. The authorized number of Directors that shall constitute the
full Board of Directors of the Company shall be fixed from time to time by
resolution of the Board of Directors. The Board of Directors, other than those
Directors elected by the holders of any series of preferred stock, shall be
divided into three classes, as nearly equal in number as the then-authorized
number of Directors constituting the Board of Directors permits, with the term
of office of one class expiring each year.





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         SECTION 3.2. ELECTION AND TERM. Except as provided in Section 3.3 of
this Article, the stockholders shall initially elect ONE CLASS OF DIRECTORS FOR
A TERM EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD IN 2001,
ANOTHER CLASS FOR A TERM EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD IN 2002, AND ANOTHER CLASS FOR A TERM EXPIRING AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD IN 2003. SUCH INITIAL ELECTION MAY BE EFFECTED BY A
CONSENT OF STOCKHOLDERS IN LIEU OF A MEETING. Members of each class shall hold
office until their successors are elected and qualified. At each succeeding
annual meeting of the stockholders of the Company, the successors of the class
of Directors whose term expires at that meeting shall be elected by a plurality
vote of all votes cast at such meeting to hold office for a term expiring at
the annual meeting of stockholders held in the third year following the year of
their election. Directors need not be stockholders of the Company.

         SECTION 3.3. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Newly created
directorships resulting from any increase in the authorized number of Directors
and any vacancies on the Board resulting from death, resignation,
disqualification, removal or other cause shall be filled only by the
affirmative vote of a majority of the remaining Directors then in office, even
though less than a quorum of the Board. Any Director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
the class of directors in which the new directorship was created or in which
the vacancy occurred and until such director's successor shall have been duly
elected and qualified. No decrease in the number of Directors constituting the
Board shall shorten the term of any incumbent Director.

         SECTION 3.4. RESIGNATION; REMOVAL. Any Director may resign at any time
by giving written notice thereof to the Board of Directors. Any such
resignation will take effect as of its date unless some other date is specified
therein, in which event it will be effective as of that date. The acceptance of
such resignation will not be necessary to make it effective. The Board of
Directors may, by majority vote of the Directors then in office, remove a
Director for cause. The owners of a majority of the outstanding shares of
capital stock may remove any Director for cause by a vote at an annual meeting
(or, if permitted by the Corporation's Certificate of Incorporation and these
Bylaws, by a consent of the stockholders in lieu of a meeting).

         SECTION 3.5. COMPENSATION. The Board of Directors shall have the
authority to fix the compensation of Directors for their services. A Director
may also serve the Company in other capacities and receive compensation
therefor.


                                   ARTICLE IV
                             MEETINGS OF THE BOARD

         SECTION 4.1. REGULAR MEETINGS. The Board of Directors will meet each
year immediately following the annual meeting of the stockholders to appoint
the members of such committees of the Board of Directors as the Board may deem
necessary or advisable, to elect officers for the ensuing year, and to transact
such other business as may properly come before the Board of Directors at such
meeting. No notice of such meeting will be necessary to the newly




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elected Directors in order legally to constitute the meeting provided a quorum
will be present. Regular meetings may be held at such other times as shall be
designated by the Board of Directors without notice to the Directors.

         SECTION 4.2. SPECIAL MEETINGS. Special meetings of the Board of
Directors will be held whenever called by the Chairman of the Board, Chief
Executive Officer, chairman of the Executive Committee or by two or more
Directors. Notice of each meeting will be given at least two (2) days prior to
the date of the meeting either personally or by telephone, facsimile or
telecopy (with proof of transmission) to each Director, and will state the
purpose, place, day and hour of the meeting. Waiver by a Director in writing of
notice of a Directors meeting, signed by the Director, whether before or after
the time of said meeting, shall be equivalent to the giving of such notice.
Except as provided in Section 9.3, attendance by a Director, whether in person
or by proxy, at a Directors' meeting shall constitute a waiver of notice of
such meeting of which the Director had no notice.

         SECTION 4.3. QUORUM AND VOTING. At all meetings of the Board of
Directors (except in the case of a meeting convened for the purpose specified
in Section 3.3 of these Bylaws) a majority of the number of the Directors will
be necessary and sufficient to constitute a quorum for the transaction of
business and the act of a majority of the Directors present at any meeting at
which there is a quorum will be the act of the Board of Directors. If a quorum
will not be present at any such meeting of Directors, the Directors present may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum will be present.

         SECTION 4.4. TELEPHONE MEETINGS. Subject to the provisions of
applicable law and these Bylaws regarding notice of meetings, the Directors may
participate in and hold a meeting using conference telephone or similar
communications equipment by means of which all persons participating in a
meeting can hear each other simultaneously, and participation in a meeting
pursuant to this Section shall constitute presence in person at such meeting. A
Director so attending will be deemed present at the meeting for all purposes
including the determination of whether a quorum is present except when a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground the meeting was not lawfully called
or convened.

         SECTION 4.5. ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at a meeting of the Board of Directors may be taken
without a meeting if a consent in writing, setting forth the action so taken,
is signed by all the members of the Board of Directors.

         SECTION 4.6. ATTENDANCE FEES. Directors will not receive any stated
salary, as such, for their services, but by resolution of the Board of
Directors a fixed sum and expenses of attendance may be allowed for attendance
at each regular or special meeting of the Board of Directors; however, this
provision will not preclude any Director from serving the Company in any other
capacity and receiving compensation therefor.

         SECTION 4.7. INTEREST OF DIRECTORS IN CONTRACTS. Any contract or other
transaction between the Company and one (1) or more of its Directors, or
between the Company and any




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firm of which one or more of its Directors are members or employees, or in
which they are interested, or between the Company and any corporation or
association of which one or more of its Directors are shareholders, members,
directors, officers or employees, or in which they are interested, shall be
valid for all purposes, notwithstanding the presence of such Director or
Directors at the meeting of the Board of Directors of the Company, which acts
upon, or in reference to, such contract or transaction, and notwithstanding
their participation in such action, if the fact of such interest shall be
disclosed or known to the Board of Directors and the Board of Directors shall,
nevertheless, authorize, approve, and ratify such contract or transaction by a
vote of a majority of the Directors present, such interested Director or
Directors to be counted in determining whether a quorum is present, but not to
be counted in calculating the majority of such quorum necessary to carry such
vote. This Section shall not be construed to invalidate any contract or other
transaction which would otherwise be valid under the common and statutory law
applicable thereto.


                                   ARTICLE V
                                   COMMITTEES

         SECTION 5.1. EXECUTIVE COMMITTEE. The Board of Directors by resolution
may designate one or more Directors to constitute an Executive Committee, which
committee, to the extent provided in such resolution, will have and may
exercise all of the powers and authority of the Board of Directors in the
management of the business and affairs of the Company, except where action of
the Board of Directors is required by statute. Unless expressly authorized by
resolution of the Board of Directors, no committee shall have the power or
authority to (a) amend the Certificate of Incorporation, (b) adopt an agreement
of merger or consolidation, (c) recommend to the shareholders the sale, lease
or exchange of all or substantially all of the Company's property and assets,
(d) recommend to the stockholders a dissolution of the Company or a revocation
of a dissolution, or (e) amend the Bylaws of the Company.

         SECTION 5.2. OTHER COMMITTEES. The Board of Directors may by
resolution create other committees for such terms and with such powers and
duties as the Board shall deem appropriate.

         SECTION 5.3. ORGANIZATION OF COMMITTEES. The chairman of each
committee of the Board of Directors will be chosen by the members thereof. Each
committee will elect a Secretary, who will be either a member of the committee
or the secretary of the Company. The chairman of each committee will preside at
all meetings of such committee.

         SECTION 5.4. MEETINGS. Regular meetings of each committee may be held
without the giving of notice of time and a place will have been established by
the committee for such meetings. Special meetings (and, if the requirements of
the preceding sentence have not been met, regular meetings) will be called in
the manner provided as respect to notices of special meetings of the Board of
Directors.




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         SECTION 5.5. QUORUM AND MANNER OF ACTING. Subject to the provisions of
applicable law and these Bylaws regarding notice of meetings, the members of
each committee may participate in and hold a meeting using conference telephone
or similar communications equipment by means of which all persons participating
in a meeting can hear each other simultaneously, and participation in a meeting
pursuant to this Section shall constitute presence in person at such meeting. A
member so attending will be deemed present at the meeting for all purposes
including the determination of whether a quorum is present except when a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground the meeting was not lawfully called
or convened. The act of a majority of the members so present at a meeting at
which a quorum is present will be the act of such committee. The members of
each committee will act only as a committee, and will have no power or
authority, as such, by virtue of their membership on the committee.

         SECTION 5.6. ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken by any committee may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all the
members of the committee.

         SECTION 5.7. RECORD OF COMMITTEE ACTION; REPORTS. Each committee will
maintain a record, which need not be in the form of complete minutes, of the
action taken by it at each meeting, which record will include the date, time,
and place of the meeting, the names of the members present and absent, the
action considered, and the number of votes cast for and against the adoption of
the action considered. All action by each committee will be reported to the
Board of Directors at its meeting next succeeding such action, such report to
be in sufficient detail as to enable the Board to be informed of the conduct of
the Company's business and affairs since the last meeting of the Board.

         SECTION 5.8. REMOVAL. Any member of any committee may be removed from
such committee, either with or without cause, at any time, by resolution
adopted by a majority of the whole Board of Directors at any meeting of the
board.

         SECTION 5.9. VACANCIES. Any vacancy in any committee will be filled by
the Board of Directors in the manner prescribed by these Bylaws for the
original appointment of the members of such committee.


                                  ARTICLE VI.
                                    OFFICERS

         SECTION 6.1. APPOINTMENT AND TERM OF OFFICE. The officers of the
Company may consist of a President, a Secretary, and a Treasurer, and there may
be a Chief Executive Officer, one or more Senior Vice Presidents, one or more
Executive Vice Presidents, one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers as may
be appointed by the Board in its discretion. One of the Directors may also be
chosen Chairman of the Board. Each of such officers will be chosen annually by
the Board of



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Directors at its regular meeting immediately following the annual meeting of
stockholders and, subject to any earlier resignation or removal, will hold
office until the next annual meeting of stockholders or until his earlier
death, resignation, retirement, disqualification, or removal from office and
until his successor shall have been duly elected and qualified. Two or more
offices may be held by the same person.

         SECTION 6.2. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors, with or without
cause, whenever in its judgment the best interests of the Company will be
served thereby, but such removal will be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent will not of itself create contract rights.

         SECTION 6.3. VACANCIES. Whenever any vacancy shall occur in any office
of any officer by death, resignation, increase in the number of officers of the
Company, or otherwise, the same shall be filled by vote of a majority of the
Directors for the unexpired portion of the term.

         SECTION 6.4. COMPENSATION. The compensation of all officers of the
Company shall be determined by the Board of Directors and may be altered by the
Board from time to time, except as otherwise provided by contract, and no
officer shall be prevented from receiving such compensation by reason of the
fact such officer is also a Director of the Company. All officers shall be
entitled to be paid or reimbursed for all costs and expenditures incurred in
the Company's business.

         SECTION 6.5. POWERS AND DUTIES. The powers and duties of the officers
will be those usually pertaining to their respective offices, subject to the
general direction and supervision of the Board of Directors. Such powers and
duties will include the following:

                      a. Chairman of the Board. The Chairman of the Board, if
                  one is designated, shall be selected among the members of the
                  Board of Directors and will preside when present at all
                  meetings of the Board of Directors and of the stockholders.
                  The Chairman of the Board shall be available to consult with
                  and advise the officers of the Corporation with respect to
                  the conduct of the business and affairs of the Corporation
                  and shall have such other powers and duties as designated in
                  accordance with these Bylaws and as from time to time may be
                  assigned by the Board of Directors. The Chairman of the Board
                  shall be the highest officer of the Corporation and, subject
                  to the control of the Board of Directors, shall in general
                  supervise and control all business and affairs of the
                  Corporation.

                      b. President. The President, if one is designated,
                  shall be the Chief Executive Officer of the Company unless a
                  Chief Executive Officer is otherwise designated by the Board
                  of Directors. The President will be responsible for general
                  supervision of the affairs, properties, and operations of the
                  Company, and over its several officers and be the Company's
                  general manager responsible for the management and control in
                  the ordinary course of the business of the Company.



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                  The President may execute and deliver in the name and on
                  behalf of the Company, deeds, mortgages, leases, assignments,
                  bonds, notes, bills of sale, assignments, releases, receipts,
                  contracts or other instruments of any kind or character
                  authorized by the Board of Directors. Unless otherwise
                  directed by the Board, the President shall attend in person
                  or by substitute or by proxy and act and vote on behalf of
                  the Company at all meetings of the stockholders of any
                  corporation in which the Company holds stock. The President
                  may appoint or employ and discharge employees and agents of
                  the Company and fix their compensation.

                      c. Vice Presidents. Each Vice President, Senior Vice
                  President and Executive Vice President, if any are
                  designated, will perform the duties prescribed or delegated
                  by the President or by the Board of Directors, and at the
                  request of the President or the Board of Directors, will
                  perform as well the duties of the President's office.

                      d. Secretary. The Secretary, if one is designated, will
                  give notice to and attend all meetings and keep the minutes
                  of all of the proceedings at all meetings of the Board of
                  Directors and all meetings of the stockholders and will be
                  the custodian of all corporate records and of the seal of the
                  Company. The Secretary will see that all notices required to
                  be given to the stockholders and to the Board of Directors
                  are duly given in accordance with these Bylaws or as required
                  by law. It shall also be the duty of the Secretary to attest,
                  by personal signature and the seal of the Company, all stock
                  certificates issued by the Company and to keep a stock ledger
                  in which shall be correctly recorded all transactions
                  pertaining to the capital stock of the Company. The Secretary
                  shall also attest, by personal signature and the seal of the
                  Company, all deeds, conveyances, or other instruments
                  requiring the seal of the Company. The person holding the
                  office of Secretary shall also perform, under the direction
                  and subject to the control of the President and the Board of
                  Directors, such other duties as may be assigned to such
                  officer. Unless a transfer agent is appointed, the Secretary
                  shall also keep or cause to be kept at any such office the
                  stock and transfer records, which shall contain the names of
                  all stockholders and the record address and the amount of
                  stock held by each, for inspection by stockholders. Any such
                  inspection by a stockholder of the articles of organization,
                  bylaws, records of meetings of the incorporators or
                  stockholders, or the stock and transfer records must be at a
                  reasonable time and for a proper purpose, but not to secure a
                  list of stockholders for the purpose of selling said list or
                  copies thereof or of using the same for a purpose other than
                  in the interest of the applicant, as a stockholder, relative
                  to the affairs of the Company. Said copies and records need
                  not all be kept in the same office. In the absence of the
                  appointment of a Treasurer for the Company, the Secretary
                  shall perform the duties of the Treasurer.

                      e. General Counsel. The General Counsel, if one is
                  designated, shall establish legal policy and see that all
                  legal affairs of the Company are properly




                                     -11-
<PAGE>   12


                  handled. The General Counsel shall report to the President or
                  the Chief Executive Officer, as the case may be.

                      f. Any Assistant Secretary shall have the powers and
                  perform the duties of the Secretary in his absence or in case
                  of his inability to act and shall have such other powers and
                  duties as the directors may from time to time prescribe. If
                  neither the Secretary nor any Assistant Secretary is present
                  at any meeting of the stockholders, a temporary Secretary to
                  be designated by the person presiding at the meeting shall
                  perform the duties of the Secretary.

                      g. Treasurer. The Treasurer will be the principal
                  accounting and financial officer of the Company and will have
                  active control of and shall be responsible for all matters
                  pertaining to the accounts and finances of the Company. The
                  Treasurer will have charge of the corporate funds and
                  securities and will keep a record of the property and
                  indebtedness of the Company. If required by the Board of
                  Directors, the Treasurer will give bond for the faithful
                  discharge of duties in such sum and with such surety or
                  sureties as the Board may require. The Treasurer shall keep
                  such monies and securities of the Company as may be entrusted
                  to his keeping and account for the same. The Treasurer shall
                  be prepared at all times to give information as to the
                  condition of the Company and shall make a detailed annual
                  report of the entire business and financial condition of the
                  Company. The person holding the office of Treasurer shall
                  also perform, under the direction and subject to the control
                  of the President and the Board of Directors, such other
                  duties as may be assigned by either of such officers. The
                  duties of the Treasurer may also be performed by any
                  Assistant Treasurer.

                      h. Other Officers. The Board of Directors may appoint
                  such other officers, agents or employees as it may deem
                  necessary for the conduct of the business of the Company. In
                  addition, the Board may authorize the President or other
                  officers to appoint such agents or employees as they deem
                  necessary for the conduct of the business of the Company.

         SECTION 6.6. RESIGNATIONS. Any officer may resign at any time by
giving written notice thereof to the Board of Directors. Any such resignation
will take effect as of its date unless some other date is specified therein, in
which event it will be effective as of that date. The acceptance of such
resignation will not be necessary to make it effective.


                                  ARTICLE VII
                   SHARES OF STOCK AND THEIR TRANSFER; BOOKS

         SECTION 7.1. FORMS OF CERTIFICATES. Shares of the capital stock of the
Company will be represented by certificates in such form, not inconsistent with
law or with the Certificate of Incorporation of the Company, as will be
approved by the Board of Directors, and will be signed




                                     -12-
<PAGE>   13



by the Chairman of the Board, Chief Executive Officer, President or a Vice
President and the Secretary, an Assistant Secretary, the Treasurer or an
Assistant Treasurer and sealed with the seal of the Company. Such seal may be
facsimile, engraved or printed. Where any such certificate is countersigned by
a transfer agent or by a registrar, the signature of such Chairman of the
Board, Chief Executive Officer, President, Vice President, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer upon such certificate may be
facsimiles, engraved or printed. Such certificates shall be delivered
representing all shares to which stockholders are entitled.

         SECTION 7.2. ISSUANCE. Shares of stock with par value (both treasury
and authorized but unissued) may be issued for such consideration (not less
than par value) and to such persons as the Board of Directors may determine
from time to time. Shares of stock without par value may be issued for such
consideration as is determined from time to time by the Board of Directors.
Shares may not be issued until the full amount of the consideration, fixed as
provided by law, has been paid.

         SECTION 7.3.      PAYMENT FOR SHARES.

                  a. The consideration for the issuance of shares shall consist
         of cash, services rendered (including services actually performed for
         the Company) or real or personal property (tangible or intangible) or
         any combination thereof actually received. Neither promissory notes
         nor the promise of future services shall constitute payment for
         shares.

                  b. In the absence of actual fraud in the transaction, the
         judgment of the Board of Directors as to the value of consideration
         received shall be conclusive.

                  c. When consideration, fixed as provided by law, has been
         paid, the shares shall be deemed to have been issued and shall be
         considered fully paid and nonassessable.

                  d. The consideration received for shares shall be allocated
         by the Board of Directors, in accordance with law, between stated
         capital and capital surplus accounts.

         SECTION 7.4. TRANSFER OF SHARES. Shares of stock of the Company will
be transferred only on the stock books of the Company by the holder of record
thereof in person, or by a duly authorized attorney, upon the endorsement and
surrender of the certificate therefor.

         SECTION 7.5. STOCKHOLDERS OF RECORD. Stockholders of record entitled
to vote at any meeting of stockholders or entitled to receive payment of any
dividend or to any allotment of rights or to exercise the rights in respect of
any change or conversion or exchange of capital stock will be determined
according to the Company's stock ledger and, if so determined by the Board of
Directors in the manner provided by statute, will be such stockholders of
record (a) at the date fixed for closing the stock transfer books, or (b) as of
the date of record.

         SECTION 7.6. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of
Directors may direct the issuance of new or duplicate stock certificates in
place of lost, stolen or destroyed certificates, upon being furnished with
evidence satisfactory to it of the loss, theft or destruction



                                     -13-
<PAGE>   14


and upon being furnished with indemnity satisfactory to it. The Board of
Directors may delegate to any officer authority to administer the provisions of
this Section.

         SECTION 7.7. CLOSING OF STOCK TRANSFER BOOKS. The Board of Directors
will have power, in its discretion, either (a) to close the stock transfer
books of the Company (i) for a period not exceeding sixty (60) days nor less
than ten (10) days preceding (A) the date of any meeting of stockholders, (B)
the date for the payment of any dividend, (C) the date for the allotment of
rights, or (D) the date when change or conversion or exchange of capital stock
will go into effect, (ii) for a period not exceeding sixty (60) days nor less
than ten (10) days in connection with obtaining the consent of stockholders for
any purpose; or (b) to fix a date, not more than sixty (60) days nor less than
ten (10) days before (i) any stockholders' meeting, (ii) the date for the
payment of any dividend, (iii) the date for the allotment of rights, or (iv)
the date when any change or conversion or exchange of capital stock will go
into effect as a record date for the determination of the stockholders entitled
to notice of, and to vote at, any such meeting and at any adjournment thereof,
or entitled to receive payment of any such dividend, (B) to any such allotment
of rights, (C) to exercise the rights in respect of such change, conversion, or
exchange of capital stock, or (D) to give such consent, and in such case such
stockholders and only such stockholders as will be stockholders of record on
the date so fixed will be entitled to notice of and to vote at such meeting and
at any adjournment thereof, or to receive payment of such dividend, or to
exercise rights, or to give such consent as the case may be, notwithstanding
any transfer of any stock on the books of the Company after such record date
fixed as aforesaid.

         SECTION 7.8. REGULATIONS. The Board of Directors may make such rules
and regulations as it may deem expedient concerning the issuance, transfer and
registration of certificates of stock. The Board of Directors may appoint one
or more transfer agents or registrars, or both, and may require all
certificates of stock to bear the signature of either or both.

         SECTION 7.9. EXAMINATION OF BOOKS BY STOCKHOLDERS. The original or
duplicate stock ledger of the Company containing the names and addresses of the
stockholders and the number of shares held by them and the other books and
records of the Company will, at all times during the usual hours of business,
be available for inspection at its principal office, and any stockholder, upon
compliance with the conditions set forth in and to the extent authorized by
Section 220 of the General Corporation Law of the State of Delaware, will have
the right to inspect such books and records.


                                  ARTICLE VIII
                           INDEMNIFICATION; INSURANCE

         SECTION 8.1. INDEMNIFICATION. Each person who was or is made a party
or is threatened to be made a party to or is involved in any threatened,
pending or completed action suit or proceeding, whether civil, criminal or
investigative (a "proceeding"), by reason of the fact that he or a person for
whom he is the legal representative is or was a director, officer, employee or
agent of the Company or is or was serving at the request of the Corporation as
a director,



                                     -14-
<PAGE>   15



officer, employee, trustee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise (including service with respect to
employee benefit plans) whether the basis of such proceeding is alleged action
in his official capacity as a director, officer, employee or agent, or in any
other capacity while serving as a director, officer, employee or agent, shall
be indemnified and held harmless by the Company to the fullest extent permitted
by the General Corporation Law of the State of Delaware against all expenses,
liability and loss (including attorneys' fees, judgments, fines, special excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith. Such right shall
be a contract right and shall include the right to require advancement by the
Company of attorneys' fees and other expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that the
payment of such expenses incurred by a Director or officer of the Company in
his capacity as a Director or officer (and not in any other capacity in which
service was or is rendered by such person while a Director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of such proceeding, shall be made by the Company only
upon delivery to the corporation of an undertaking, by or on behalf of such
Director or officer, to repay all amount so advanced if it should be determined
ultimately that such Director or officer is not entitled to be indemnified
under this section or otherwise.

         SECTION 8.2. INDEMNIFICATION NOT EXCLUSIVE. The indemnification and
advancement of expenses provided by this Article VIII shall not be deemed
exclusive of any other rights to which a person seeking indemnification may be
entitled under the Certificate of Incorporation, any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
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.

         SECTION 8.3. INSURANCE. By action of its Board of Directors,
notwithstanding any interest of the Directors in the action, to the full extent
permitted by the General Corporation Law of the State of Delaware, the Company
may purchase and maintain insurance, in such amounts and against such risks as
the Board of Directors deems appropriate, on behalf of any person who is or was
a Director, advisory Director, officer, employee or agent of the Company, or of
any entity a majority of the voting stock of which is owned by the Company, or
who is or was serving at the request of the Company as a Director, advisory
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 the
status as such, whether or not the Company would have the power or would be
required to indemnify such person against such liability under the provisions
of this Article, or of the Certificate of Incorporation or of the General
Corporation Law of the State of Delaware.




                                     -15-
<PAGE>   16



                                   ARTICLE IX
                                 MISCELLANEOUS

         SECTION 9.1. AMENDMENTS. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by a majority vote of the Board of
Directors at any regular meeting of the Board or at any special meeting of the
Board if notice of proposed alteration or repeal be contained in the notice of
such special meeting.

         SECTION 9.2. METHODS OF NOTICE. Whenever any notice is required to be
given in writing to any stockholder pursuant to any statute, the Certificate of
Incorporation or these Bylaws, it will not be construed to require personal or
actual notice, and such notice will be deemed for all purposes to have been
sufficiently given at the time the same is deposited in the United States mail
or recognized overnight courier service with postage thereon prepaid, addressed
to the stockholder at such address as appears on the books of the Company.
Whenever any notice may be or is required to be given as (a) personally to any
Director, it will be deemed for all purposes to have been sufficiently given
either (i) three (3) days following the date the same is deposited in the
United States mail with postage prepaid thereon (ii) the day following the date
the same is delivered to any recognized overnight courier service, or (iii) to
the date the same is personally delivered, or (b) by facsimile to any Director,
it will be deemed for all purposes to have been sufficiently given at the time
the same is properly transmitted (with proof of transmission).

         SECTION 9.3. WAIVER OF NOTICE. The giving of any notice of the time,
place or purpose of holding any meeting of stockholders or Directors and any
requirement as to publication thereof, whether statutory or otherwise, will be
waived by the attendance at such meeting by any person entitled to receive such
notice 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 and may be waived by
such person by an instrument in writing executed and filed with the records of
the meeting, either before or after the holding thereof.

         SECTION 9.4. SEAL. The seal of the Company shall be in such form as
shall be adopted and approved from time to time by the Board of Directors. The
seal may be used by causing it, or a facsimile thereof, to be impressed,
affixed, imprinted or in any manner reproduced. The Board of Directors may
determine not to adopt a seal for the Company, in which case any documents or
instruments providing for the use of a seal shall be valid despite the lack of
a corporate seal.

         SECTION 9.5. SECURITIES OF OTHER CORPORATIONS. The CEO, the CFO,
President or any Vice President of the Company shall have power and authority
to transfer, endorse for transfer, vote, consent or take any other action with
respect to any securities of another issuer which may be held or owned by the
Company and to make, execute and deliver any waiver, proxy or consent with
respect to any such securities.

         SECTION 9.6. FISCAL YEAR. The fiscal year of the Company shall be
fixed by resolution of the Board of Directors.



                                     -16-
<PAGE>   17



         SECTION 9.7. DIVIDENDS. Dividends upon the outstanding stock of the
Company, subject to the provisions of the statutes and the Certificate of
Incorporation, may be declared by the Board of Directors at any regular or
special meeting. Dividends may be declared and paid in cash, in property or in
shares of the Company, or in any combination thereof.

         SECTION 9.8. RESERVES. There may be created from time to time by
resolution of the Board of Directors, out of funds of the Company available for
dividends, such reserve or reserves as the Directors from time to time in their
discretion think proper (a) to provide for contingencies, (b) to equalize
dividends, (c) to repair or maintain any property of the Company, or (d) for
such other purpose as the Directors shall think beneficial to the Company, and
the Directors may modify or abolish any such reserve in the manner in which it
was created.

         SECTION 9.9. SIGNATURE OF NEGOTIABLE INSTRUMENTS. All bills, notes,
checks or other instruments for the payment of money shall be signed or
countersigned by such officer, officers, agent or agents, and in such manner,
as are prescribed by resolution (whether general or special) of the Board of
Directors or the executive committee.

         SECTION 9.10. SURETY BONDS. Such officers and agents of the Company
(if any) as the Board of Directors may direct from time to time shall be bonded
for the faithful performance of their duties and for the restoration to the
Company, in case of their death, resignation, disqualification or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in their possession or under their control belonging to the Company, in
such amounts and by such surety companies as the Board of Directors may
determine. The premiums on such bonds shall be paid by the Company, and the
bonds so furnished shall be in the custody of the Secretary.

         SECTION 9.11. LOANS AND GUARANTIES. The Company may lend money to,
guaranty obligations of, and otherwise assist its Directors, officers and
employees if the Board of Directors determines such loans, guaranties or
assistance reasonably may be expected to benefit, directly or indirectly, the
Company.

         SECTION 9.12. RELATION TO CERTIFICATE OF INCORPORATION. These Bylaws
are subject to, and governed by, the Certificate of Incorporation.






                                     -17-