By-Laws - Cyberian Outpost Inc.


                         AMENDED AND RESTATED BY-LAWS
                         ----------------------------

                                      OF

                            CYBERIAN OUTPOST, INC.

                          (a Connecticut corporation)


                                   ---------

                                   ARTICLE I
                                   ---------

                                 SHAREHOLDERS
                                 ------------

          1.  CERTIFICATES REPRESENTING SHARES.  Share certificates may be under
seal, or facsimile seal, of the corporation and 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 or by any two officers of the corporation so
authorized to sign by a resolution of the Board of Directors, except that such
signatures may be facsimile if such certificate is signed by a transfer agent,
or a transfer clerk acting on behalf of such corporation or registrar.  If any
officer who has signed or whose facsimile signature has been used on any such
certificate ceases to serve the corporation as an officer in the capacity as to
which his signature was so used before such certificate has been delivered by
such corporation, the certificate may, nevertheless, be adopted by the
corporation and be issued and delivered as though such officer had not ceased to
hold such office.  In addition to any other statements which may be required by
law, each certificate representing shares shall set forth upon the face thereof,
as at the time of the issue, the name of the corporation; a statement that the
corporation is organized under the laws of Connecticut; the name of the person
to whom issued, or that the same is issued to bearer; the number, class and
designation of series, if any, of shares which such certificate represents; and
the par value of each share represented by such certificate or a statement that
the shares are without par value.

          No certificate shall be issued for any share until such share is fully
paid.

          The corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the Board of Directors may require the owner of any lost or destroyed
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such certificate
or the issuance of any such new certificate.

          2.  SHARE TRANSFERS.  Upon compliance with provisions restricting the
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transferability of shares, if any, transfers of shares of the corporation shall
be made only on the share record of the corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes due
thereon.

                                      -1-
 
          3.  RECORD DATE FOR SHAREHOLDERS.  For the purpose of determining
              ------ ---- --- ------------                                 
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any distribution, or
for any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but such period shall not
exceed, in any case, seventy days.  If the stock transfer books are closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten full days
immediately preceding the date of such meeting.  In lieu of closing the stock
transfer books, the Board of Directors by resolution may fix a date as the
record date for any such determination of shareholders, such date in any case to
be not earlier than the date such action is taken by the Board of Directors and
not more than seventy days, and, in case of a meeting of shareholders, not less
than ten full days, immediately preceding the date on which the particular
event, requiring such determination of shareholders, is to occur.  If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting or of shareholders
entitled to receive payment of a distribution, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such distribution is adopted, as the case may be, shall be the record
date for such determination of shareholders.  When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.

          4.  MEANING OF CERTAIN TERMS.  As used herein in respect of the right
              ------- -- ------- -----                                         
to notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term 'share' or 'shares' or 'shareholder' or 'shareholders'
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the Certificate of Incorporation confers such rights
where there are two or more classes or series of shares or upon which or upon
whom the Connecticut Business Corporation Act confers such rights
notwithstanding that the Certificate of Incorporation may provide for more than
one class or series of shares, one or more of which are limited or denied such
rights thereunder.  Unless the Certificate of Incorporation or the subscription
for shares otherwise provides, a subscriber for shares shall be deemed to be a
shareholder within the meaning of this section.

          5.  SHAREHOLDER MEETINGS.
              ----------- -------- 

          - TIME.  The annual meeting shall be held at the time fixed, from time
            ----                                                                
to time, by the directors.  If, for any reason, the directors shall fail to fix
the time for an annual meeting, such meeting shall be held on the second Tuesday
in February, or if such day is a legal holiday, then on the next following
business day.  A special meeting shall be held on the date fixed by the
directors.

          - PLACE.  Annual meetings and special meetings shall be held at such
            -----                                                             
place, within or without the State of Connecticut, as the directors may, from
time to time, fix.  Whenever the directors shall fail to fix such place, the
meeting shall be held at the principal office of the corporation in the State of
Connecticut.

                                      -2-
 
          - CALL.  Annual meetings may be called by the directors or by the
            ----                                                           
President or by any officer instructed by the directors to call the meeting.
Special meetings may be called in like manner.  Upon the written request of the
holders of at least ten percent (10%) of the outstanding shares, the President
shall call a special shareholders' meeting for the purposes specified in such
request and cause notice thereof to be given.

          - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.  A notice in
            ------ -- ------ -- ------------ ------ -- ------              
writing of each meeting of shareholders shall be given by or at the direction of
the President or Secretary or the officer or person calling the meeting to each
shareholder by leaving such notice with him or at his residence or usual place
of business, or by mailing a copy thereof addressed to him at his last-known
post-office address as last shown on the stock records of the corporation,
postage prepaid, not less than ten days nor more than fifty days before the date
of the meeting.  Each notice of a meeting of shareholders shall state the place,
day and hour of the meeting.  The general purpose or purposes for which a
special meeting is called shall be stated in the notice thereof, and no other
business shall be transacted at the meeting.  Any matter relating to the affairs
of the corporation may be brought up for action at an annual meeting of
shareholders, whether or not stated in the notice of the meeting, provided,
unless stated in the notice of the meeting, (1) no By-Law may be brought up for
adoption, amendment or repeal, and (2) no matter, other than election of
directors, may be brought up which expressly requires the vote of shareholders
pursuant to the Connecticut Business Corporation Act.  Notice of a meeting need
not be given to any shareholder who submits a signed waiver of notice before or
after the meeting.  The attendance of a shareholder at a meeting without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting shall constitute a waiver of notice by him. The provisions of this
paragraph may not be amended, modified or repealed without the affirmative vote
of the holders of a majority of the voting power of the shares.

          - VOTING LIST.  The Secretary or other corporate officer having
            ------ ----                                                  
responsibility for the share transfer books for shares of the corporation shall
make, or cause to be made, at least five days before each meeting of
shareholders of which at least seven days' notice is given, a complete list or
other equivalent record of the shareholders entitled to vote at such meeting,
arranged in alphabetical order, with the address of, and the number and class of
shares held by, each.  Such list or other equivalent record shall, for a period
of five days prior to such meeting, be kept on file at the principal office of
the corporation in Connecticut or at the office or place of business of a
transfer agent in Connecticut and shall be subject to inspection by any
shareholder during usual business hours for any proper purpose.

          - CONDUCT OF MEETING.  Meetings of the shareholders shall be presided
            ------- -- -------                                                 
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice-President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the shareholders.
The Secretary of the corporation, or in his absence, an Assistant Secretary,
shall act as secretary of every meeting, but if neither the Secretary nor an
Assistant Secretary is present and acting the Chairman of the meeting shall
appoint a secretary of the meeting.

          - PROXY REPRESENTATION. Every shareholder may authorize another person
            ----- --------------                                                
or persons to act for him by proxy in all matters in which a shareholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, furnishing releases, or expressing consent or
dissent without a meeting.  A proxy shall not be valid after 

                                      -3-
 
eleven months from its date of execution unless it specifies the length of time
for which it is to continue in force or limits its use to a particular meeting
not yet held. Every proxy must be in writing and executed by the shareholder. A
photographic or similar reproduction of a proxy or a telegram, cablegram,
wireless or similar transmission of a proxy sent by such shareholder shall be a
sufficient writing.

          - INSPECTORS - APPOINTMENT.  The directors, in advance of any meeting,
            ----------   -----------                                            
may, but need not, appoint one or more inspectors to act at the meeting or any
adjournment thereof.  If an inspector or inspectors are not so appointed by the
directors or shall fail to qualify, if appointed, the person presiding at the
shareholders' meeting may, and on the request of any shareholder entitled to
vote thereat, shall, make such appointment.  In case any person appointed as
inspector fails to appear or act, the vacancy may be filled by appointment made
by the directors in advance of the meeting or at the meeting by the person
presiding at the meeting.  Each inspector appointed, if any, 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.  No person shall be elected a director at
a meeting at which he has served as an inspector.  The inspectors, if any, shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes or consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to all shareholders.  If
there are three or more inspectors, the act of a majority shall govern.  On
request of the person presiding at the meeting or any shareholder entitled to
vote thereat, the inspectors shall make a report in writing of any challenge,
question or matter determined by them.  Any report made by them shall be prima
facie evidence of the facts therein stated, and such report shall be filed with
the minutes of the meeting.

          - QUORUM.  The holders of a majority of the voting power shall
            ------                                                      
constitute a quorum at a meeting of shareholders.  The holders of a majority of
the voting power represented at a meeting may adjourn such meeting from time to
time.

          - VOTING.  Each share shall entitle the holder thereof to one vote or
            ------                                                             
such greater number as may be determined in accordance with the Certificate of
Incorporation.  Except as may otherwise be provided by the Connecticut Business
Corporation Act, the Certificate of Incorporation, or these By-Laws, any action
shall be authorized by a majority of the voting power of the shareholders.

          6.  SHAREHOLDER ACTION WITHOUT MEETINGS.  Any action, including an
              ----------- ------ ------- --------                           
election of directors, required or permitted to be taken at a meeting of
shareholders may be taken without a meeting if all the shareholders consent
thereto in writing.

          Except in the election of directors, any action required or permitted
to be taken at a meeting of shareholders may be taken without a meeting upon the
written consent of less than all the shareholders entitled to vote thereon if
the shareholders who so consent would be entitled to cast at least the minimum
number of votes which would be required to take such action at a meeting of
shareholders.  If such action by written consent of less than all shareholders
is proposed to be taken, as herein authorized, notice in writing of such
proposed action shall be given to each shareholder of the corporation.  Such
notice shall be given in the manner of giving 

                                      -4-
 
notice of a meeting of shareholders not less than twenty days and not more than
fifty days before the date that any such consent is to become effective.

          7.  FINANCIAL STATEMENT.  At intervals of not more than twelve months,
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the corporation shall prepare a balance sheet showing the financial condition of
the corporation as of a date not more than four months prior thereto and a
profit and loss statement respecting its operation for the twelve months
preceding such date.  Within thirty days after preparation, the corporation
shall mail a copy of such balance sheet and profit and loss statement to each
shareholder.

                                 ARTICLE II
                                 ----------

                                GOVERNING BOARD
                                --------- -----

          1.  FUNCTIONS, DEFINITIONS AND COMPENSATION.  The business, property,
              ---------- ----------- --- ------------                          
and affairs of the corporation shall be managed by or under the direction of its
Board of Directors.  The use of the phrase 'entire board' herein refers to the
total number of directors which the corporation would have if there were no
vacancies.  The Board of Directors shall have authority to establish reasonable
allowance for expenses actually incurred in connection with their duties.

          2.  QUALIFICATION AND NUMBER.  A director need not be a shareholder, a
              ------------- --- ------                                          
citizen of the United States, or a resident of the State of Connecticut.  The
number of directors of the corporation shall be not fewer than three nor more
than seven. Upon the adoption of these By-Laws the Board of Directors shall
consist of seven directors until changed as hereinafter provided or as otherwise
required by the Certificate of Incorporation of  the corporation.  The directors
shall have power from time to time by resolution, in the interim between annual
and special meetings of the shareholders, to increase or decrease their number
within the minimum and maximum number hereinbefore prescribed; and said minimum
and maximum number may be changed from time to time by an amendment to these By-
Laws, provided that said minimum number may never be fewer than three except
when all of the issued and outstanding shares of the corporation are owned
beneficially and of record by less than three shareholders.  In that event, the
number of directors shall not be fewer than the number of shareholders, unless
one shareholder owns ninety-five per cent or more of the issued and outstanding
shares in which case only one directorship shall be required.

     Notwithstanding the foregoing, subject to the provisions of the Certificate
of Incorporation of the corporation while any shares of Series A Convertible
Preferred Stock, without par value, of the corporation (the 'Series A Stock')
are outstanding, (i) the holders of the Series A Stock, voting as a separate
class, shall have the right to elect one (1) director, and (ii) the holders of
the Series A Stock shall not be entitled to vote in the election of the
remaining members of the Board of Directors.

     Notwithstanding the foregoing, subject to the provisions of the Certificate
of Incorporation of the corporation while any shares of Series C Convertible
Preferred Stock, without par value, of the corporation (the 'Series C Stock')
are outstanding, (i) the holders of the Series C Stock, voting as a separate
class, shall have the right to elect two (2) directors, and (ii) the holders of
the Series C Stock shall not be entitled to vote in the election of the
remaining 

                                      -5-
 
members of the Board of Directors.

          3.  ELECTION AND TERM.  The first Board of Directors shall hold office
              -------- --- ----                                                 
until the first annual meeting of shareholders and until their successors have
been elected and qualified.  Thereafter, directors who are elected at an annual
meeting of shareholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
succeeding annual meeting of shareholders and until their successors have been
elected and qualified.  In the interim between annual meetings of shareholders
or of special meetings of shareholders called for the election of directors, any
existing vacancies in the Board of Directors, including vacancies resulting from
the removal of directors by the shareholders which have not been filled by said
shareholders, may be filled by the affirmative vote of the remaining directors,
although less than a quorum exists or by the sole remaining director, and newly
created directorships may be filled by the concurring vote of directors holding
a majority of the directorships, which number of directorships shall be the
number prior to the vote on any such increase.  A director may resign by written
notice to the corporation.  The resignation shall be effective upon receipt
thereof by the corporation or at such subsequent time as shall be specified in
the notice of resignation.

          4.  REMOVAL OF DIRECTORS.  One or more or all the directors of the
              ------- -- ---------                                          
corporation may be removed for cause or without cause by the shareholders.  The
Board of Directors shall have the power to remove directors for cause and to
suspend directors pending a final determination that cause exists for removal.

     Notwithstanding the foregoing, subject to the provisions of the Certificate
of Incorporation of the corporation while any shares of Series A Stock are
outstanding, any director who shall have been elected by the holders of Series A
Stock may be removed during his or her term of office, either for or without
cause, by and only by, the affirmative vote of the holders of at least sixty-six
and two-thirds percent (66 2/3%) of the shares of Series A Stock then
outstanding, given at a special meeting of such shareholders duly called for
that purpose, and any vacancy thereby created may be filled by the holders of
the Series A Stock represented at that meeting.

     Notwithstanding the foregoing, subject to the provisions of the Certificate
of Incorporation of the corporation while any shares of Series C Stock are
outstanding, any director who shall have been elected solely by the holders of
Series C Stock may be removed during his or her term of office, either for or
without cause, by and only by, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66 2/3%) of the shares of Series C Stock then
outstanding, given at a special meeting of such shareholders duly called for
that purpose, and any vacancy thereby created or otherwise created may be filled
by the holders of the Series C Stock represented at that meeting.

          5.  MEETINGS.
              -------- 

          - TIME.  Meetings shall be held at such time as the Board shall fix,
            ----                                                              
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.

          - PLACE.  Meetings shall be held at such place within or without the
            -----                                                             
State of 

                                      -6-
 
Connecticut as shall be fixed by the Board.

          - CALL.  No call shall be required for regular meetings for which the
            ----                                                               
time and place have been fixed.  Special meetings may be called by or at the
direction of the Chairman of the Board, if any, of the President, or of a
majority of the directors in office.

          - NOTICE QR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be
            ------ -- ------ -- ------------ ------                     
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat.  The notice of any meeting need not specify the business to
be transacted at, or the purpose of, the meeting.  Any requirement of furnishing
a notice shall be waived by any director who signs a waiver of notice before or
after the meeting, or who attends the meeting without protesting, prior to the
conclusion of the meeting, the lack of notice to him.

          - QUORUM AND ACTION.  A majority of the entire Board shall constitute
            ------ --- ------                                                  
a quorum except when a vacancy or vacancies prevent such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided such
majority shall constitute not less than the greater of at least two persons or
at least one-third of the entire Board.  The Board of Directors may act
notwithstanding a vacancy or vacancies in its membership. A majority of the
directors present, whether or not a quorum is present, may adjourn a meeting to
another time and place.   Except as herein otherwise provided, the act of the
Board shall be the act, at a meeting duly assembled, by vote of a majority of
the directors present at the time of the vote, a quorum being present at such
time.

          A director or a member of a committee of the Board of Directors may
participate in a meeting of the Board of Directors or of such committee, as the
case may be, by means of conference telephone or similar communications
equipment enabling all directors participating in the meeting to hear one
another, and participation in such a meeting shall constitute presence in person
at such meeting.

          - CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and if
            -------- -- --- -------                                           
present and acting, shall preside at all meetings.  Otherwise, the President, if
present and acting, or any other director chosen by the Board, shall preside,

          6.  COMMITTEES.  Whenever the Board of Directors shall consist of
              ----------                                                   
three or more members, the Board of Directors, by resolution adopted by a
majority of the entire Board of Directors, may appoint from among its members
two or more directors to constitute an Executive Committee and one or more other
committees, each of which, to the extent provided in the resolution appointing
it, shall have and may exercise all of the authority of the Board of Directors.

          7.  AUDIT COMMITTEE.  As and when the same may be required by the
              ----- ---------                                              
provisions of subsection (c) of section 33-753 of the Connecticut Business
Corporation Act, the Board of Directors shall designate at least two directors
to constitute an Audit Committee in conformity with said provisions.

          8.  WRITTEN ACTION WITHOUT MEETINGS.  If all the directors, or all
              ------- ------ ------- --------                               

                                      -7-
 
members of a committee of the Board of Directors, as the case may be, severally
or collectively consent in writing to any action taken or to be taken by the
corporation, and the number of such directors or members constitutes a quorum
for such action, such action shall be as valid corporate action as though it had
been authorized at a meeting of the Board of Directors or committee, as the case
may be.  The secretary shall file such consents with the minutes of the meetings
of the Board of Directors.

                                  ARTICLE III
                                  -----------

                                   OFFICERS
                                   --------

          The directors shall appoint or elect a President and a Secretary, and
may appoint or elect a Chairman of the Board, a Vice Chairman of the Board, a
Treasurer, one or more Vice-Presidents, Assistant Vice-Presidents, Assistant
Secretaries, and Assistant Treasurers, and such other officers and agents as
they shall determine.  The President may but need not be a director.  Any two or
more offices may be held by the same person except the offices of President and
Secretary.

          Unless otherwise provided in the resolution of appointment or
election, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and until his
successor has been elected and qualified.

          Officers shall have the powers and duties defined in the resolutions
appointing them.

          The Board of Directors may remove any officer for cause or without
cause.

                                  ARTICLE IV
                                  ----------

                       STATUTORY NOTICES TO SHAREHOLDERS
                       --------- ------- -- ------------

          The directors may appoint the Treasurer or other fiscal officer and/or
the Secretary or any other officer to cause to be prepared and furnished to
shareholders entitled thereto any special notice which may be required by any
provision of law, and which, more specifically, may be required by Sections 33-
687 of the Connecticut Business Act.

                                   ARTICLE V
                                   ---------

                               BOOKS AND RECORDS
                               ----- --- -------

          The corporation shall maintain complete books and records of account
and shall keep minutes of the proceedings of its incorporators, shareholders,
Board of Directors, and the Executive Committee and other committee or
committees, if any.  The corporation shall keep at its principal office or at
the office of its transfer agent or registrar in the State of Connecticut a
record of its shareholders, giving the names and addresses of all shareholders
and the number and class of shares held by each.

          The balance sheet and a profit and loss statement prescribed by
Section 33-951 of 

                                      -8-
 
the Connecticut Business Corporation Act shall be deposited at the principal
office of the corporation in the State of Connecticut and kept for at least ten
years from the date thereof.

                                  ARTICLE VI
                                  ----------

          The corporate seal shall be in such form as the Board of Directors
shall prescribe.

                                 ARTICLE VII
                                 -----------

                                 FISCAL YEAR
                                 ------ ----

          The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.

                                 ARTICLE VIII
                                 ------------

                             CONTROL OVER BY-LAWS
                             ------- ---- -------

          On and after the date upon which there have been adopted the initial
corporate By-Laws, which shall be deemed to have been adopted by the
shareholders for the purposes of the Connecticut Business Corporation Act, the
power to adopt, amend, or repeal the By-Laws of the corporation may be exercised
by the directors or the shareholders; provided, that any such By-Laws adopted,
amended, or repealed shall require the affirmative vote of the holders of a
majority of the voting power of the shares or the affirmative vote of the
directors holding a majority of the directorships, as the case may be; and
provided further that the notice of any meeting at which the By-Laws are to be
adopted, amended, or repealed shall include notice of such proposed action.

          I HEREBY CERTIFY that the foregoing is a full, true and correct copy
of the By-Laws of Cyberian Outpost, Inc., a Connecticut corporation, as in
effect on the date hereof.

          WITNESS my hand and the seal of the corporation.

February 26, 1998


/s/ Katherine N. Vick
---------------------
Name: Katherine N. Vick
Title: Secretary of Cyberian Outpost, Inc.

(SEAL)

                                      -9-