B Y L A W S

                              Amended and Restated

                                       O F

                           NETAMERICA.COM CORPORATION




                             A Delaware Corporation








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                                          TABLE OF CONTENTS

ARTICLE I
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Offices.............................................................................................1
         Section 1.01.  Offices.....................................................................1

ARTICLE II
Shares..............................................................................................1
         Section 2.01.  Shares......................................................................1

ARTICLE III
Preemptive Rights...................................................................................1
         Section 3.01.  Preemptive Rights...........................................................1

ARTICLE IV
Perpetual Existence.................................................................................2
         Section 4.01.  Perpetual Existence.........................................................2

ARTICLE V
Non-Liability of Shareholders.......................................................................2
         Section 5.01.  Non-Liability of Shareholders...............................................2

ARTICLE VI
Meeting of Shareholders.............................................................................2
         Section 6.01.  Place of Meeting............................................................2
         Section 6.02.  Annual Meeting..............................................................2
         Section 6.03.  Special Meetings............................................................3
         Section 6.04.  Notice of Meetings..........................................................3
         Section 6.05.  Quorum, Manner of Acting and Adjournment....................................3
         Section 6.06   Election Inspectors.........................................................4
         Section 6.07.  Organization................................................................4
         Section 6.08.  Voting; Proxies.............................................................4
         Section 6.09.  Voting Lists................................................................5
         Section 6.10.  Consent of Shareholders in Lieu of Meeting..................................5

ARTICLE VII
Board of Directors..................................................................................5
         Section 7.01.  Powers......................................................................5
         Section 7.02.  Number, Term of Office and Qualification....................................6
         Section 7.03.  Nomination of Directors.....................................................6
         Section 7.04.  Vacancies...................................................................6
         Section 7.05.  Removal of Directors by Stockholders........................................6
         Section 7.06.  Resignations................................................................7
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<S>                                                                                                 <C>
         Section 7.07.  Organization................................................................7
         Section 7.08.  Place of Meeting............................................................7
         Section 7.09.  Regular Meetings............................................................7
         Section 7.10.  Special Meetings............................................................7
         Section 7.11.  Quorum, Manner of Acting and Adjournment....................................7
         Section 7.12.  Action by Unanimous Written Consent.........................................7
         Section 7.13.  Interested Directors or Officers............................................8
         Section 7.14.  Compensation................................................................8
         Section 7.15.  Committees..................................................................8

ARTICLE VIII
Notices - Waivers - Meetings........................................................................9
         Section 8.01.  What Constitutes Notice.....................................................9
         Section 8.02.  Waivers of Notice..........................................................10
         Section 8.03.  Conference Telephone Meetings..............................................10

ARTICLE IX
Officers...........................................................................................10
         Section 9.01.  Number, Qualifications and Designation.....................................10
         Section 9.02.  Election and Term of Office................................................10
         Section 9.03.  Subordinate Officers, Committees and Agents................................10
         Section 9.04.  Resignations...............................................................11
         Section 9.05.  Removal....................................................................11
         Section 9.06.  Vacancies..................................................................11
         Section 9.07.  General Powers.............................................................11
         Section 9.08.  The President..............................................................11
         Section 9.09.  The Chairman...............................................................12
         Section 9.10.  The Vice Presidents........................................................12
         Section 9.11.  The Secretary..............................................................12
         Section 9.12.  The Treasurer..............................................................12
         Section 9.13.  Officer's Bonds............................................................12
         Section 9.14.  Compensation...............................................................13

ARTICLE X
Certificates of Stock, Transfer, Etc...............................................................13
         Section 10.01.  Issuance..................................................................13
         Section 10.02.  Transfer..................................................................13
         Section 10.03.  Stock Certificates........................................................13
         Section 10.04.  Lost, Stolen, Destroyed, or Mutilated Certificates........................13
         Section 10.05.  Record Holder of Shares...................................................14
         Section 10.06.  Determination of Shareholders of Record...................................14
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ARTICLE XI
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Indemnification of Directors, Officers, Etc........................................................14
         Section 11.01.  Directors and Officers; Third Party Actions...............................14
         Section 11.02.  Directors and Officers; Derivative Actions................................15
         Section 11.03.  Employees and Agents......................................................15
         Section 11.04.  Procedure for Effecting Indemnification...................................16
         Section 11.05.  Advancing Expenses........................................................16
         Section 11.06.  Scope of Article..........................................................17

ARTICLE XII
Insurance..........................................................................................17
         Section 12.01.  Insurance Against Liability Asserted Against Directors,
                  Officers, Etc....................................................................17

ARTICLE XIII
Miscellaneous......................................................................................17
         Section 13.01.  Corporate Seal............................................................17
         Section 13.02.  Checks....................................................................17
         Section 13.03.  Contracts.................................................................18
         Section 13.04.  Inspection................................................................18
         Section 13.05.  Fiscal Year...............................................................18
         Section 13.06.  Distributions.............................................................18

ARTICLE XIV
Amendments.........................................................................................18
         Section 14.01.  Amendments................................................................18

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                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                           NETAMERICA.COM CORPORATION


                                    ARTICLE I

                                     Offices

         Section 1.01. Offices.  The corporation may have offices at such places
within or without the State of Delaware as the Board of Directors  may from time
to time determine or the business of the corporation may require,  provided that
the corporation maintains a registered office within the State of Delaware.


                                   ARTICLE II

                                     Shares

         Section 2.01.  Shares.  The Board of Directors  shall have authority to
authorize  the  issuance,  from time to time without any vote or other action by
the shareholders,  of any or all shares of stock of the corporation of any class
at any time authorized,  and any securities convertible into or exchangeable for
any such shares, in each case to such persons and for such consideration, and on
such  terms  as the  Board  of  Directors  from  time to time in its  discretion
lawfully may determine.  Shares so issued,  for which the consideration has been
paid to the corporation, shall be fully paid stock and the holders of such stock
shall not be liable for any further call or assessment thereon.


                                   ARTICLE III

                                Preemptive Rights

     Section 3.01.  Preemptive Rights. No common shareholder of this corporation
shall by reason of such shareholder  holding common shares of any class have any
preemptive or preferential  rights of purchase to subscribe to any shares of any



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class of this  corporation,  now or  hereafter to be  authorized,  or any notes,
debentures,  bonds or other  securities  convertible into or carrying options or
warrants to purchase  shares of any class,  now or hereafter  to be  authorized,
whether or not the issuance of any such shares, or such notes, debentures, bonds
or other  securities,  would  adversely  affect the dividend or voting rights of
such shareholder,  other than such rights, if any, as the Board of Directors, in
its  discretion  from time to time,  may grant and at such price as the Board of
Directors in its discretion may fix; and the Board of Directors may issue shares
of any class of this  corporation,  or any notes,  debentures,  bonds,  or other
securities  convertible  into or carrying options or warrants to purchase shares
of any class,  without offering any such shares of any class, either in whole or
in part, to the existing shareholders of any class.


                                   ARTICLE IV

                               Perpetual Existence

         Section 4.01. Perpetual Existence. The corporation is to have perpetual
existence.


                                    ARTICLE V

                          Non-Liability of Shareholders

         Section 5.01.  Non-Liability of  Shareholders.  The private property of
the  shareholders  shall not be subject to the payment of corporate debts to any
extent whatsoever.


                                   ARTICLE VI

                             Meeting of Shareholders

         Section 6.01. Place of Meeting. All meetings of the shareholders of the
Corporation  shall be held at such place within or without the State of Delaware
as shall be designated by the Board of Directors in the notice of such meeting.

         Section 6.02.  Annual Meeting.  The Board of Directors may fix the date
and time of the annual meeting of the shareholders, but if no such date and time
is fixed by the Board of  Directors,  the meeting for any calendar year shall be
held on the  second  Tuesday  of June,  if not a legal  holiday,  and if a legal
holiday, then on the next succeeding day which is not a legal holiday. At the


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annual meeting,  the  shareholders  then entitled to vote shall elect by written
ballot  directors  and shall  transact  such other  business as may  properly be
brought before the meeting.

         Section 6.03. Special Meetings. Except as provided in the corporation's
Certificate  of  Incorporation,  special  meetings  of the  shareholders  of the
corporation  for any  purpose or purposes  for which  meetings  may  lawfully be
called,  may be called at any time for any  purpose or  purposes by the Board of
Directors or by any person or committee  expressly so authorized by the Board of
Directors and by no other person or persons.  At any time,  upon written request
of any person or persons who have duly called a special  meeting,  which written
request shall state the purpose or purposes of the meeting, it shall be the duty
of the Secretary to fix the date of the meeting to be held at such date and time
as the  Secretary  may fix, not less than ten (10) nor more than sixty (60) days
after  the  receipt  of the  request,  and to give due  notice  thereof.  If the
Secretary  shall  neglect or refuse to fix the time and date of such meeting and
give notice thereof, the person or persons calling the meeting may do so.

         Section 6.04. Notice of Meetings. Written notice of the place, date and
hour of every meeting of the shareholders,  whether annual or special,  shall be
given not less than ten (10) nor more than  sixty  (60) days  before the date of
the meeting to each shareholder of record entitled to vote at the meeting. Every
notice of a special meeting shall state the purpose or purposes thereof.

         Section 6.05. Quorum, Manner of Acting and Adjournment.  The holders of
a majority of the stock issued and  outstanding  (not including  treasury stock)
and  entitled  to vote at a meeting  of the  shareholders,  present in person or
represented  by  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
shareholders  for the  transaction of business  except as otherwise  provided by
statute,  by the Certificate of Incorporation or by these Bylaws. If, however, a
quorum shall not be present or represented  at any meeting of the  shareholders,
the shareholders  entitled to vote thereat,  present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other  than  announcement  at the  meeting,  until a quorum  shall be present or
represented.  At any such adjourned meeting,  at which a quorum shall be present
or represented,  any business may be transacted which might have been transacted
at the meeting as originally noticed. If the adjournment is for more than thirty
(30)  days,  or if after  the  adjournment  a new  record  date is fixed for the
adjourned  meeting,  a notice of the  adjourned  meeting  shall be given to each
shareholder of record entitled to vote at the meeting.  When a quorum is present
at any  meeting,  the vote of the holders of the  majority  of the stock  having
voting  power  present  in person  or  represented  by proxy  shall  decide  any
questions brought before such meeting, unless the question is one upon which, by
express provision of the applicable statute, the Certificate of Incorporation or
these Bylaws, a different vote is required, in which case such express provision

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shall  govern and  control  the  decision  of such  question.  Except upon those
questions governed by the aforesaid express provisions, the shareholders present
in person or by proxy at a duly  organized  meeting can  continue to do business
until adjournment,  notwithstanding  withdrawal of enough  shareholders to leave
less than a quorum.

         Section 6.06 Election Inspectors. The Board of Directors, in advance of
any meeting of the stockholders, may appoint an election inspector or inspectors
to act  at  such  meeting  (and  at any  adjournment  thereof).  If an  election
inspector or inspectors  are not so appointed,  the chairman of the meeting may,
or upon request of any person  entitled to vote at the meeting  will,  make such
appointment.  If any person appointed as an inspector fails to appear or to act,
a substitute may be appointed by the chairman of the meeting. If appointed,  the
election  inspector or inspectors (acting through a majority of them if there be
more  than  one)  will   determine  the  number  of  shares   outstanding,   the
authenticity,  validity,  and  effect of  proxies,  the  credentials  of persons
purporting to be  stockholders  or persons named or referred to in proxies,  and
the number of shares  represented  at the  meeting in person and by proxy;  will
receive and count votes, ballots, and consents and announce the results thereof;
will hear and determine all challenges  and questions  pertaining to proxies and
voting;  and, in  general,  will  perform  such acts as may be proper to conduct
elections  and  voting  with  complete  fairness  to all  stockholders.  No such
election inspector need be a stockholder of the corporation.

         Section 6.07. Organization.  At every meeting of the shareholders,  the
President, or in the case of vacancy in office or absence of the President, such
person as may be designated by the Board of Directors,  shall act as Chairman of
such meeting,  and the Secretary,  or, in the Secretary's  absence, an assistant
secretary,   or  in  the  absence  of  both  the  Secretary  and  the  assistant
secretaries,  a person  appointed  by the  Chairman of the Meeting  shall act as
Secretary.

         Section 6.08. Voting;  Proxies. Each shareholder shall at every meeting
of the shareholders be entitled to one vote in person or by proxy for each share
of  common  stock  registered  in such  shareholder's  name on the  books of the
corporation  on the record date for such  meeting.  All  elections  of directors
shall be by written ballot,  unless waived by the shareholders present or unless
action is taken pursuant to Section 6.10 of the Bylaws.  The vote upon any other
matter need not be by ballot. No proxy shall be voted after three (3) years from
its date,  unless the proxy provides for a longer  period.  Every proxy shall be
executed in writing by the shareholder or by such  shareholder's duly authorized
attorney-in-fact  and filed  with the  Secretary  of the  corporation.  A proxy,
unless coupled with an interest, shall be revocable at will, notwithstanding any
other  agreement  or any  provisions  in the  proxy  to the  contrary,  but  the
revocation of a proxy shall not be effective until notice thereof has been given
to the Secretary of the corporation.  A duly executed proxy shall be irrevocable
if it states that it is  irrevocable  and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy may



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be made irrevocable  regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation  generally.
A proxy  shall not be revoked by the death or  incapacity  of the maker  unless,
before the vote is counted or the authority is exercised, written notice of such
death or incapacity is given to the  Secretary of the  corporation.  A facsimile
appearing to have been  transmitted  by a stockholder  or by such  stockholder's
duly authorized  attorney-in-fact  may be accepted as a sufficiently written and
executed proxy.

         Section  6.09.  Voting  Lists.  The officer who has charge of the stock
ledger of the  corporation  shall  prepare,  at least ten (10) days before every
meeting of shareholders, a complete list of the shareholders entitled to vote at
the  meeting.  The list shall be  arranged  in  alphabetical  order  showing the
address of each  shareholder and the number of shares  registered in the name of
each shareholder. Such list shall be open to the examination of any shareholder,
for any purpose germane to the meeting,  during ordinary  business hours,  for a
period of at least ten (10) days prior to the meeting  either at a place  within
the city where the meeting is to be held,  which place shall be specified in the
notice of the meeting,  or, if not so specified,  at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the  meeting  during  the  whole  time  thereof,  and  may be  inspected  by any
shareholder  who is present.  Except as  otherwise  provided by law,  failure to
comply with this  section  shall not affect the  validity of any action taken at
the meeting.

         Section  6.10.  Consent  of  Shareholders  in Lieu of  Meeting.  Unless
otherwise  provided in the Certificate of Incorporation,  any action required by
law to be  taken  at any  annual  or  special  meeting  of  shareholders  of the
corporation,  or any action which may be taken at any annual or special  meeting
of such shareholders,  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.  Prompt notice of the taking of the corporate action without a meeting by
less than unanimous  written  consent shall be given to those  shareholders  who
have not consented in writing.


                                   ARTICLE VII

                               Board of Directors

     Section 7.01.  Powers. The management of the corporation shall be under the
direction of the Board of Directors;  and all powers of the corporation,  except
those  specifically  reserved or granted to the  shareholders  by  statute,  the


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Certificate of Incorporation  or these Bylaws,  are hereby granted to and vested
in the Board of Directors.

         Section 7.02. Number,  Term of Office and  Qualification.  The Board of
Directors shall consist of such number of directors,  not less than three (3) or
more  than  nine  (9),  as may be  determined  from time to time by the Board of
Directors  subject to the provisions of the  Certificate of  Incorporation.  The
term of each  director  shall be for one year  from the date of such  director's
election;  however,  each director shall serve until such  director's  successor
shall have been duly elected and  qualified,  unless such director shall resign,
become  disqualified,  disabled or shall  otherwise  be removed.  At each annual
election, the directors chosen to succeed those whose terms then expire shall be
for the same term as the directors they succeed.

         Section 7.03.  Nomination of Directors.  Only persons who are nominated
in accordance  with the following  procedures  shall be eligible for election as
directors  of  the  corporation,  except  as may be  otherwise  provided  in the
Certificate of  Incorporation.  Nominations of persons for election to the Board
of Directors,  or at any Special Meeting of shareholders  called for the purpose
of electing  directors,  may be made (a) by or at the  direction of the Board of
Directors (or any duly authorized committee thereof),  or (b) by any shareholder
of the  corporation  who is a shareholder of record on the date of the giving of
the notice provided for herein and on the record date for the  determination  of
shareholders entitled to vote at such meeting.

         Section 7.04.  Vacancies.  Vacancies  and newly  created  directorships
resulting from any increase in the authorized  number of directors may be filled
by a majority of the directors then in office,  though less than a quorum, or by
a sole  remaining  director,  and the director so chosen shall hold office until
such director's successor shall have been duly elected and qualified unless such
director  shall  resign,  become  disqualified,  disabled or shall  otherwise be
removed.  If there are no directors in office, then an election of directors may
be held in the  manner  provided  by  statute.  If, at the time of  filling  any
vacancy or any newly created  directorship,  the directors  then in office shall
constitute  less than a majority of the whole Board of Directors (as constituted
immediately  prior to any  such  increase),  the  Court of  Chancery  may,  upon
application  of any  shareholder  or  shareholders  holding at least ten percent
(10%) of the total number of the shares at the time outstanding having the right
to vote for such  directors,  summarily order an election to be held to fill any
such  vacancies  or newly  created  directorships,  or to replace the  directors
chosen by the directors then in office.

         Section 7.05.  Removal of Directors by Stockholders.  Except as limited
by the Certificate of  Incorporation or by law, any director or the entire Board
of Directors may be removed, with or without cause, by the holders of a majority
of the shares entitled to vote at an election of directors.



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         Section 7.06. Resignations.  Any director of the corporation may resign
at any  time by  giving  written  notice  to the  Chairman  of the  Board or the
Secretary of the corporation.  Such resignation shall take effect at the date of
the receipt of such notice or at any later time  specified  therein and,  unless
otherwise  specified  therein,  the acceptance of such resignation  shall not be
necessary to make it effective.

         Section 7.07. Organization. At every meeting of the Board of Directors,
the Chairman of the Board,  if there be one, or, in the case of a vacancy in the
office or absence of the Chairman of the Board,  one of the  following  officers
present in the order stated:  the President;  the Vice President;  or a Chairman
chosen by a majority of the directors present, shall preside, and the Secretary,
or, in the Secretary's absence, an Assistant Secretary, or in the absence of the
Secretary and the Assistant Secretaries, any person appointed by the Chairman of
the meeting, shall act as Secretary.

         Section  7.08.  Place of Meeting.  The Board of Directors  may hold its
meetings,  both regular and special,  at such place or places  within or without
the State of Delaware as the Chairman of the Board or the Board of Directors may
from time to time  determine,  or as may be designated in the notice calling the
meeting.

         Section  7.09.  Regular  Meetings.  Regular  meetings  of the  Board of
Directors  shall be held without  notice at such time and at such place as shall
be determined from time to time by the Board of Directors.

         Section  7.10.  Special  Meetings.  Special  meetings  of the  Board of
Directors  shall  be held  whenever  called  by the  Chairman  of the  Board  of
Directors,  the President or on the written  request of three (3) or more of the
directors.  Notice  of each  such  meeting  shall be given to each  director  in
writing,  or by telephone or in person,  at least  twenty-four (24) hours before
the time at which the meeting is to be held.  Each such  notice  shall state the
time and place of the meeting to be so held.

         Section 7.11. Quorum, Manner of Acting and Adjournment. At all meetings
of the Board of  Directors a majority  of the total  number of  directors  shall
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 shall be the act
of the Board of Directors,  except as may be otherwise  specifically provided by
statute or by the Certificate of Incorporation. If a quorum shall not be present
at any meeting of the Board of  Directors,  the  directors  present  thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     Section  7.12.  Action  by  Unanimous  Written  Consent.  Unless  otherwise
restricted by the  Certificate  of  Incorporation  or these  Bylaws,  any action



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required or permitted to be taken at any meeting of the Board of Directors or of
any  committee  thereof  may be taken  without a meeting,  if all members of the
Board or  committee,  as the case may be,  consent  thereto in writing,  and the
writing or writings  are filed with the minutes of  proceedings  of the Board or
committee as the case may be.

         Section  7.13.   Interested  Directors  or  Officers.  No  contract  or
transaction  between  the  corporation  and  one or  more  of its  directors  or
officers,  or between the  corporation and any other  corporation,  partnership,
association,  or other  organization  in which one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or  participates  in the  meeting of the Board or  committee  thereof
which authorized the contract or transaction,  or solely because such director's
or officer's votes are counted for such purpose, if:

                  (1)      The material facts as to such director's or officer's
                           relationship  or interest  and as to the  contract or
                           transaction  are  disclosed or are known to the Board
                           of  Directors  or the  committee,  and the  Board  or
                           committee  in good faith  authorizes  the contract or
                           transaction by the affirmative votes of a majority of
                           the   disinterested   directors,   even   though  the
                           disinterested directors be less than a quorum; or

                  (2)      The material facts as to such director's or officer's
                           relationship  or interest  and as to the  contract or
                           transaction   are  disclosed  or  are  known  to  the
                           shareholders   entitled  to  vote  thereon,  and  the
                           contract or transaction is  specifically  approved in
                           good faith by vote of the shareholders; or

                  (3)      The  contract  or  transaction  is  fair  as  to  the
                           corporation as of the time it is authorized, approved
                           or  ratified by the Board of  Directors,  a committee
                           thereof, or the shareholders.

Common or interested  directors may be counted in determining  the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.

         Section 7.14.  Compensation.  Each director who is not also an employee
of the corporation or any subsidiary thereof shall be paid such compensation for
such  director's  services and shall be  reimbursed  for such expenses as may be
fixed by the Board of Directors.

         Section  7.15.  Committees.  The Board of Directors  may, by resolution
passed by a majority  of the whole  Board of  Directors,  designate  one or more



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committees,  each  committee  to consist of one or more of the  directors of the
corporation.  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 a
member of a committee,  the member or members thereof present at any meeting and
not  disqualified  from voting,  whether or not they  constitute  a quorum,  may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting in place of any such absent or disqualified  member. Any such committee,
to the extent  provided in the resolution of the Board of Directors,  shall have
and may exercise  all the powers and  authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such  committee  shall have power or  authority  in  reference  to amending  the
certificate of incorporation,  adopting an agreement of merger or consolidation,
recommending  to  the  shareholders  the  sale,  lease  or  exchange  of  all or
substantially all of the corporation's property and assets,  recommending to the
shareholders  a dissolution of the  corporation or a revocation of  dissolution,
removing or  indemnifying  directors or amending  these  Bylaws;  and unless the
resolution  expressly so  provides,  no such  committee  shall have the power or
authority  to declare a dividend or to authorize  the issuance of stock.  Unless
the Board of Directors otherwise  provides,  each committee may adopt, amend and
repeal rules for the conduct of its  business.  In the absence of a provision by
the Board of  Directors  or a provision  in the rules of such  committee  to the
contrary,  a  majority  of the  entire  authorized  number  of  members  of such
committee shall constitute a quorum for the transaction of business, the vote of
a  majority  of the  members  present at a meeting at the time of such vote if a
quorum is present shall be the act of such committee, and in other respects each
committee  shall  conduct  its  business  in the  same  manner  as the  Board of
Directors conducts its business.


                                  ARTICLE VIII

                          Notices - Waivers - Meetings

         Section 8.01. What Constitutes Notice.  Whenever,  under the provisions
of the  statutes or of the  Certificate  of  Incorporation  or of these  Bylaws,
written  notice is required to be given to any  director  or  shareholder,  such
notice  may be given to such  person,  either  personally  or by  sending a copy
thereof  through the mail,  by telegraph,  by private  delivery  service,  or by
facsimile  transmission,  charges prepaid, to such person's address appearing on
the books of the corporation.  If the notice is sent by mail, by telegraph or by
private  delivery  service,  it shall be deemed to have been given to the person
entitled  thereto when  deposited in the United  States mail or with a telegraph
office or private  delivery  service for  transmission  to such  person.  If the
notice is sent by facsimile transmission, it shall be deemed to have been given



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upon  transmission,  if  transmission  occurs  before 12:00 noon at the place of
receipt, and upon the day following  transmission,  if transmission occurs after
12:00 noon.

         Section  8.02.  Waivers  of  Notice.  Whenever  any  written  notice is
required to be given under the provisions of the  Certificate of  Incorporation,
these Bylaws, or by statute,  a waiver thereof in writing,  signed by the person
or persons  entitled  to such  notice,  whether  before or after the time stated
therein,  shall be deemed  equivalent to the giving of such notice.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the shareholders,  directors,  or members of a committee of directors need be
specified  in any  written  waiver of notice of such  meeting.  Attendance  of a
person, either in person or by proxy, at any meeting,  shall constitute a waiver
of notice  of such  meeting,  except  when a 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  was not  lawfully  called or
convened.

         Section 8.03. Conference Telephone Meetings.  One or more directors may
participate in a meeting of the Board,  or of a committee of the Board, by means
of conference  telephone or similar  communications  equipment by means of which
all persons participating in the meeting can hear each other. Participation in a
meeting  pursuant to this Section  shall  constitute  presence in person at such
meeting.


                                   ARTICLE IX

                                    Officers

         Section 9.01. Number,  Qualifications and Designation.  The officers of
the  corporation  shall be  chosen  by the  Board of  Directors  and  shall be a
President, a Secretary,  a Treasurer,  and such other officers as may be elected
in accordance  with the  provisions of Section 9.03 of this Article.  One person
may hold more than one office.  Officers  may be, but need not be,  directors or
shareholders of the corporation.

         Section  9.02.  Election  and  Term  of  Office.  The  officers  of the
corporation,  except those  elected by delegated  authority  pursuant to Section
9.03 of this Article,  shall be elected annually by the Board of Directors,  and
each such  officer  shall  hold  such  officer's  office  until  such  officer's
successor shall have been elected and qualified, or until such officer's earlier
resignation or removal.

         Section 9.03. Subordinate Officers, Committees and Agents. The Board of
Directors may from time to time,  elect such other officers,  employees or other
agents as it deems  necessary,  who shall hold their  offices for such terms and
shall  exercise  such  powers and perform  such duties as are  provided in these
Bylaws, or as the Board of Directors may from time to time determine.  The Board



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of  Directors  may  delegate  to any  officer  or  committee  the power to elect
subordinate  officers  and to retain or appoint  employees or other  agents,  or
committees  thereof,   and  to  prescribe  the  authority  and  duties  of  such
subordinate officers, committees, employees or other agents.

         Section 9.04. Resignations. Any officer or agent may resign at any time
by giving written  notice to the Board of Directors,  or to the President or the
Secretary of the corporation. Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified therein and, unless
otherwise  specified  therein,  the acceptance of such resignation  shall not be
necessary to make it effective.

         Section 9.05. Removal. Any officer, committee,  employee or other agent
of the corporation may be removed,  either for or without cause, by the Board of
Directors or other authority which elected or appointed such officer,  committee
or other agent  whenever in the judgment of such authority the best interests of
the corporation will be served thereby.

         Section  9.06.  Vacancies.  A vacancy in any  office  because of death,
resignation, removal,  disqualification,  or any other cause, shall be filled by
the Board of Directors or by the officer or committee to which the power to fill
such officer has been delegated pursuant to Section 9.03 of this Article, as the
case may be, and if the office is one for which these  Bylaws  prescribe a term,
shall be filled for the unexpired portion of the term.

         Section  9.07.  General  Powers.  All officers of the  corporation,  as
between themselves and the corporation, shall, respectively, have such authority
and perform  such duties in the  management  of the  property and affairs of the
corporation  as may  be  determined  by  these  Bylaws,  or in  the  absence  of
controlling  provisions  in the Bylaws,  as may be provided by resolution of the
Board of Directors.

         Section  9.08.  The  President.  The  President  shall,  subject to the
control of the Board of Directors,  have general and active  supervision  of the
affairs,  business,  officers and  employees of the  corporation.  The President
shall have  authority  to sign,  execute,  and  acknowledge,  in the name of the
corporation deeds, mortgages, bonds, contracts or other instruments,  authorized
by the Board of  Directors,  except in cases  where the  signing  and  execution
thereof shall be expressly delegated by the Board of Directors, or these Bylaws,
to some other officer or agent of the  corporation.  The President  shall,  from
time to time, in the President's discretion or at the order of the Board, submit
to the Board  reports of the  operations  and  affairs of the  corporation.  The
President shall also perform such other duties and have such other powers as may
be assigned to the President from time to time by the Board of Directors.



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<PAGE>



         Section 9.09. The Chairman.  The Chairman of the Board shall preside at
all  meetings  of the  shareholders  and of the  Board of  Directors,  and shall
perform  such other  duties as may from time to time be assigned to the Chairman
by the Board of Directors.

         Section 9.10. The Vice Presidents. The corporation may have one or more
Vice  Presidents,  having such duties as from time to time may be  determined by
the Board of Directors or by the President.

         Section 9.11. The Secretary.  The Secretary  shall keep full minutes of
all  meetings of the  shareholders  and of the Board of  Directors;  shall be ex
officio  Secretary of the Board of  Directors;  shall attend all meetings of the
shareholders  and of the Board of  Directors;  shall record all the votes of the
shareholders  and of the  directors  and  the  minutes  of the  meetings  of the
shareholders  and of the Board of Directors  and of committees of the Board in a
book or books to be kept for that purpose. The Secretary shall give, or cause to
be given,  notices of all meetings of the shareholders of the corporation and of
the Board of Directors;  shall be the  custodian of the seal of the  corporation
and see that it is  affixed to all  documents  to be  executed  on behalf of the
company  under  its  seal;  shall  have   responsibility  for  the  custody  and
safekeeping  of all permanent  records and other  documents of the  corporation;
and, in general,  shall  perform all duties  incident to the office of Secretary
and such other duties as may be  prescribed  by the Board of Directors or by the
President,  under  whose  supervision  the  Secretary  shall  be.  The  Board of
Directors may elect one or more Assistant  Secretaries to perform such duties as
shall from time to time be  assigned  to them by the Board of  Directors  or the
President.

         Section 9.12.  The Treasurer.  The Treasurer  shall have or provide for
the custody of all funds,  securities  and other  property  of the  corporation;
shall  collect  and receive or provide  for the  collection  or receipt of money
earned by or in any manner due to or received by the corporation;  shall deposit
or cause to be deposited all said moneys in such banks or other  depositories as
the Board of Directors may from time to time designate; shall make disbursements
of  corporate  funds upon  appropriate  vouchers;  shall keep full and  accurate
accounts of  transactions  of the  Treasurer's  office in books belonging to the
corporation;  shall,  whenever so required by the Board of Directors,  render an
accounting showing the Treasurer's  transactions as Treasurer, and the financial
condition of the corporation;  and, in general, shall discharge any other duties
as may from time to time be assigned to the Treasurer by the Board of Directors.
The Board of Directors may elect one or more Assistant Treasurers to perform the
duties of the  Treasurer  as shall from time to time be  assigned to them by the
Board of Directors or the Treasurer.

         Section 9.13.  Officer's  Bonds.  Any officer shall give a bond for the
faithful  discharge of such officer's  duties in such sum, if any, and with such



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<PAGE>


surety or sureties as the Board of Directors shall require.  The corporation may
obtain such bonds at its expense as the Board of Directors shall require.

         Section 9.14. Compensation. The compensation of the officers and agents
of the corporation shall be fixed from time to time by the Board of Directors or
by such committee as may be designated by the Board of Directors to fix salaries
or other compensation of officers.


                                    ARTICLE X

                      Certificates of Stock, Transfer, Etc.

         Section 10.01.  Issuance. The certificates for stock of the corporation
shall be numbered  and  registered  in the stock  ledger and  transfer  books or
equivalent  records of the corporation as they are issued.  They shall be signed
by the  President,  or a Vice  President,  and by the  Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and may bear the corporate
seal,  which  may be a  facsimile,  engraved  or  printed.  Any  of or  all  the
signatures upon such certificate may be a facsimile, engraved or printed if such
certificate  of stock is signed or  countersigned  by a  transfer  agent or by a
registrar.  In case any officer,  transfer agent or registrar who has signed, or
whose facsimile  signature has been placed upon any share certificate shall have
ceased to be such officer, transfer agent or registrar before the certificate is
issued, it may be issued with the same effect as if such officer, transfer agent
or registrar  were such officer,  transfer agent or registrar at the date of its
issue.

         Section  10.02.   Transfer.   Transfers  of  shares  of  stock  of  the
corporation  shall be made on the books of the corporation upon surrender of the
certificates  therefor,  endorsed by the person named in the  certificate  or by
attorney lawfully constituted in writing. No transfer shall be made inconsistent
with the provisions of the Uniform  Commercial Code, or the General  Corporation
Law of Delaware, and any amendments and supplements thereto.

         Section  10.03.   Stock   Certificates.   Stock   certificates  of  the
corporation  shall be in such form as provided  by statute  and  approved by the
Board of Directors. The stock record books and the blank stock certificate books
shall be kept by the  Secretary  or by any  agency  designated  by the  Board of
Directors for that purpose.

         Section 10.04. Lost, Stolen, Destroyed, or Mutilated Certificates.  The
Board of Directors may direct a new  certificate or certificates to be issued in
place of any certificate or certificates  theretofore  issued by the corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit




                                       13

<PAGE>

of the fact by the person claiming the  certificate of stock to be lost,  stolen
or destroyed.  When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  require  the owner of such  lost,  stolen or  destroyed
certificate or certificates,  or such owner's legal representative,  to give the
corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

         Section  10.05.  Record  Holder of  Shares.  The  corporation  shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on it books as the owner of
shares,  and shall not be bound to recognize  any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof,  except as otherwise  provided by
the laws of Delaware.

         Section 10.06.  Determination of Shareholders of Record.  In order that
the corporation may determine the shareholders  entitled to notice of or to vote
at any  meeting of  shareholders  or any  adjournment  thereof,  or  entitled to
receive  payment of any  dividend  or other  distribution  or  allotment  of any
rights, or entitled to exercise any rights in respect of any change,  conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting,  nor more than
sixty (60) days  prior to any other  action.  If no record  date is fixed by the
Board of Directors,  the record date for the determination of stockholders shall
be as provided in the General Corporation Law of Delaware.

A determination  of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.


                                   ARTICLE XI

                  Indemnification of Directors, Officers, Etc.

         Section  11.01.  Directors and Officers;  Third Party  Actions.  To the
fullest extent of Delaware law, the corporation  shall indemnify any director or
officer of the  corporation  who was or is a party or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  corporation)  by reason of the fact such  director or
officer is or was an authorized representative of the corporation (which, for



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<PAGE>

the  purposes of this  Article and  Article  XII of these  Bylaws,  shall mean a
director,  officer, employee or agent of the corporation,  or a person who is or
was serving at the request of the corporation as a director,  officer,  employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise)  for,  from  and  against  expenses  (including   attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such director or officer in connection  with such action,  suit or proceeding
if such director or officer acted in good faith and in a manner such director or
officer  reasonably  believed to be in, or not opposed to, the best interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause to believe such director's or officer's  conduct was unlawful.
The  termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner which such director or officer  reasonably  believed to be
in, or not opposed to, the best interests of the corporation,  and, with respect
to any criminal action or proceeding,  had reasonable cause to believe that such
director's or officer's conduct was unlawful.

         Section  11.02.   Directors  and  Officers;   Derivative  Actions.  The
corporation  shall  indemnify any director or officer of the corporation who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor by reason of the fact that such  director or officer is or
was an  authorized  representative  of the  corporation,  for,  from and against
expenses  (including  attorneys' fees) actually and reasonably  incurred by such
director or officer in connection  with the defense or settlement of such action
or suit if such  director  or  officer  acted  in  good  faith  and in a  manner
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable for  negligence or misconduct in the  performance  of such  director's or
officer's duty to the  corporation  unless and only to the extent that the Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other courts shall deem proper.

         Section 11.03.  Employees and Agents.  To the extent that an authorized
representative  of the  company  who neither was nor is a director or officer of
the corporation has been successful on the merits or otherwise in defense of any
action,  suit or  proceeding  referred  to in  Sections  11.01 and 11.02 of this
Article or in defense of any claim, issue or matter therein, such representative
shall  be  indemnified  by  the  corporation  for,  from  and  against  expenses
(including  attorneys' fees) actually and reasonably incurred by such authorized
representative in connection therewith. Such an authorized representative may,



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<PAGE>

at the discretion of the Board of Directors,  be indemnified by the  corporation
in any other circumstances to any extent if the corporation would be required by
Sections  11.01 and  11.02 of this  Article  to  indemnify  such  person in such
circumstances to such extent if such authorized  representative were or had been
a director or officer of the corporation.

         Section 11.04. Procedure for Effecting Indemnification. Indemnification
under Section  11.01,  11.02 or 11.03 of this Article shall be made when ordered
by a court  and  shall be made in a  specific  case  upon a  determination  that
indemnification  of the authorized  representative  is required or proper in the
circumstances  because such  authorized  representative  has met the  applicable
standard of conduct set forth in Sections  11.01 or 11.02 of this Article.  Such
determination shall be made:

                  (1)      By the Board of  Directors  by a  majority  vote of a
                           quorum  consisting  of directors who were not parties
                           to such action, suit or proceeding, or

                  (2)      By the shareholders.

If a claim  under  this  Article is not paid in full by the  corporation  within
ninety (90) days after a written claim has been received by the corporation, the
claimant  may at any time  thereafter  bring suit  against  the  corporation  to
recover the unpaid  amount of the claim and if  successful  in whole or in part,
the claimant shall be entitled to be paid also the expense of  prosecuting  such
claim. It shall be a defense to any such action (other than an action brought to
enforce  a  claim  for  expenses  incurred  in  defending  any  action,  suit or
proceeding in advance of its final  disposition  where the required  undertaking
has  been  tendered  to the  corporation)  that  the  claimant  has  not met the
standards of conduct which make it permissible  for the corporation to indemnify
the  claimant  for the amount  claimed,  but the burden of proving  such defense
shall be on the corporation.  Neither the failure of the corporation  (including
its Board of Directors or its  shareholders) to have made a determination  prior
to the  commencement  of such action  that  indemnification  of the  claimant is
proper  in the  circumstances  because  such  claimant  had met  the  applicable
standard of conduct, nor an actual  determination by the corporation  (including
its Board of Directors or its  shareholders)  that the claimant has not met such
applicable  standard  of  conduct  shall be a defense  to the action or create a
presumption that claimant had not met the applicable standard of conduct.

         Section 11.05. Advancing Expenses. Expenses (including attorneys' fees)
incurred in defending a civil or criminal action, suit or proceeding may be paid
by the corporation in advance of the final  disposition of such action,  suit or
proceeding,  as  authorized  by the Board of Directors in a specific  case or if
requested by the Board of Directors upon a written opinion of independent legal



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<PAGE>

counsel,  upon  receipt  of an  undertaking  by or on  behalf  of an  authorized
representative  to repay such amount  unless it shall  ultimately  be determined
that  such  authorized  representative  is  entitled  to be  indemnified  by the
corporation as required in this Article or authorized by law.

         Section  11.06.  Scope of  Article.  Each  person  who  shall act as an
authorized representative of the corporation,  shall be deemed to be doing so in
reliance  upon such rights of  indemnification  as are provided in this Article.
The indemnification provided by the Article shall not be deemed exclusive of any
other rights to which those seeking  indemnification  may be entitled  under any
agreement,   vote  of  shareholders  or  disinterested  directors,   statute  or
otherwise,  both as to  action  in  such  authorized  representative's  official
capacity  and as to action in another  capacity  while  holding  such  office or
position,  and shall  continue as to a person who has ceased to be an authorized
representative  of the corporation and shall insure to the benefit of the heirs,
executors and administrators of such a person.


                                   ARTICLE XII

                                    Insurance

         Section 12.01.  Insurance Against Liability Asserted Against Directors,
Officers,  Etc.  The  corporation,  whenever  so  authorized  by  the  Board  of
Directors,  may  purchase and  maintain  insurance  on behalf of any  authorized
representative   against  any  liability   asserted   against  such   authorized
representative and incurred by such authorized  representative in such capacity,
or arising out of such authorized  representative's  status as such,  whether or
not the corporation would be authorized or required to indemnify such authorized
representative by law or Article XI of these Bylaws.


                                  ARTICLE XIII

                                  Miscellaneous

         Section  13.01.  Corporate  Seal.  The  Board  of  Directors,  at their
discretion,  may adopt a corporate seal. The corporate seal of the  corporation,
if any, shall have inscribed  thereon the name of the  corporation,  the year of
its incorporation and the words "Corporate Seal, Delaware."

         Section 13.02.  Checks.  All checks,  notes, bills of exchange or other
orders in  writing  shall be signed by such  person or  persons  as the Board of
Directors,  or officer or  officers  authorized  by  resolution  of the Board of
Directors may, from time to time, designate.



                                       17

<PAGE>



         Section 13.03. Contracts. Except as otherwise provided in these Bylaws,
the Board of  Directors  may  authorize  any officer or officers  including  the
President  and any Vice  President,  or any agent or  agents,  to enter into any
contract or to execute or deliver any  instrument  on behalf of the  corporation
and such authority may be general or confined to specific instances.

         Section  13.04.  Inspection.  The books,  accounts  and  records of the
corporation  may be kept  (subject  to any  provision  in the  Delaware  General
Corporation Law) outside the State of Delaware at such place or places as may be
designated  from  time to time by the Board of  Directors  and shall be open for
inspection in person by any member of the Board of Directors at all times.

         Section 13.05. Fiscal Year. The fiscal year of the corporation shall be
determined by the Board of Directors.

         Section  13.06.   Distributions.   Subject  to  such   restrictions  or
requirements  as  may  be  imposed  by  applicable  law  or  the   corporation's
Certificate  of   Incorporation   or  as  may  otherwise  be  binding  upon  the
corporation,  the  Board of  Directors  may from time to time  declare,  and the
corporation  may  pay  or  make,   dividends  or  other   distributions  to  its
stockholders.


                                   ARTICLE XIV

                                   Amendments

         Section 14.01. Amendments. These Bylaws may be amended or repealed, and
new  Bylaws  adopted,  by the Board of  Directors,  unless  the  Certificate  of
Incorporation or the General  Corporation Law of Delaware reserve any particular
exercise of this power  exclusively to the stockholders in whole or in part. The
corporation's  stockholders  may amend or repeal the  corporation's  Bylaws even
though the Bylaws may also be amended or repealed by its Board of Directors.



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