By-Laws - NetSelect Inc.


                                    AMENDED

                                    BY-LAWS
                                      OF
                                NETSELECT, INC.
                           (a Delaware corporation)
(originally incorporated July 29, 1993 under the name InfoTouch Corporation)
                         (as amended February 4, 1999)


                                   ARTICLE I
                                    OFFICES

SECTION 1.  OFFICES. The Corporation shall maintain its registered office in the
State of Delaware at 15 North East Street, in the City of Dover, in the County
of Kent, and its resident agent at such address is United Corporate Services,
Inc. The Corporation may also have offices in such other places in the United
States or elsewhere as the Board of Directors may, from time to time, appoint or
as the business of the Corporation may require.

                                  ARTICLE II
                           MEETINGS OF STOCKHOLDERS

SECTION 1.  ANNUAL MEETINGS. Annual meetings of stockholders for the election of
directors and for such other business as may properly be conducted at such
meeting shall be held at such place, either within or without the State of
Delaware, and at such time and date as the Board of Directors shall determine by
resolution and set forth in the notice of the meeting. In the event that the
Board of Directors falls to so determine the time, date and place for the annual
meeting, it shall be held, beginning in March 1997, at the principal office of
the Corporation at 10 o'clock A.M. on the last Friday in March of each year.

SECTION 2.  SPECIAL MEETINGS. Special meetings of stockholders, unless otherwise
prescribed by statute, may be called by the Chairman of the Board and shall be
called by the Chief Executive Officer or Secretary upon the direction of the
Board of Directors or the written request of not less than 10% in interest of
the stockholders entitled to vote thereat. Notice of each special meeting shall
be given in accordance with Section 3 of this Article II. Unless otherwise
permitted by law, business transacted at any special meeting of stockholders
shall be limited to the purpose stated in the notice.

SECTION 3.  NOTICE OF MEETINGS. Whenever stockholders are required or permitted
to take any action at a meeting, a written notice of the meeting, which shall
state the place, date and time of the meeting, and, in the case of a special
meeting, the purposes for which the meeting is called, shall be mailed to or
delivered to each stockholder of record entitled to vote thereat. Such notice
shall be given not less than ten (10) days nor more than sixty (60) days before
the date of any such meeting.

SECTION 4.  QUORUM. (a) At each meeting of the stockholders, except where
otherwise provided by law, the Certificate of Incorporation or these By-Laws,
the holders of record of a majority in voting power of the issued and
outstanding shares of stock of the Corporation entitled to vote at such meeting,
present in person or represented by

 
proxy, shall be required to constitute a quorum for the transaction of business.
Where a separate vote by class or classes or one or more series of a class or
classes of stock is required by law or the Certificate of Incorporation for any
matter, the holders of a majority in voting power of the issued and outstanding
shares of each such class or classes or one or more series of a class or classes
entitled to vote, present in person or represented by proxy, shall be required
to constitute a quorum with respect to a vote on that matter, except that where
the unanimous affirmative vote or written consent of all of the holders of the
outstanding shares of a class or classes of stock is required by the Certificate
of Incorporation with respect to any matter, all of the holders of the
outstanding shares of such class or classes entitled to vote, present in person
or by proxy, shall be required to constitute a quorum with respect to a vote on
that matter. For purposes of these By-Laws, the term 'total voting power' shall
mean, (a) in the case of matters which do not require a separate vote by class
or classes or one or more series of a class or classes of stock, the aggregate
number of votes which all of the shares of stock, excluding the votes of shares
of stock having such entitlement only upon the happening of a contingency, would
be entitled to cast on any such matter, if all such shares of stock were present
at a meeting of the Corporation's stockholders for the purpose of stockholder
action on such matter, and (b) in the case of matters which do require a
separate vote by class or classes or one or more series of a class or classes of
stock, the aggregate number of votes which all of the shares of such class or
classes or one or more series of a class or classes of stock, excluding the
votes of shares of stock having such entitlement only upon the happening of a
contingency, would be entitled to cast on any such matter, if all of the shares
of such class or classes or one or more series of a class or classes of stock
were present and voted at a meeting of the Corporation's stockholders for the
purpose of stockholder action on such matter.

(b)  In the absence of a quorum at any annual or special meeting of
stockholders, a majority in total voting power of the shares of stock entitled
to vote, or in the case of matters requiring a separate vote by any class or
classes or one or more series of a class or classes of stock, a majority in
total voting power of the shares of each such class or classes or one of more
series of a class or classes entitled to vote, present in person or represented
by proxy or, in the absence of all such stockholders, any person entitled to
preside at or act as secretary of such meeting, shall have the power to adjourn
the meeting from time to time, if the date, time and place thereof are announced
at the meeting at which the adjournment is taken. At any such adjourned meeting
at which a quorum shall be present, any business may be transacted which might
have been transacted at the meeting as originally called. If the adjournment is
for more than thirty 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 stockholder of record entitled to vote at the meeting.

SECTION 5.  VOTING. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meetings of the
stockholders, in the case of any written consent of stockholders, and for all
other purposes, each holder of record of shares of (x) Common Stock, par value
$.001 per share (the ' Common Stock'), on the relevant record date shall be
entitled to one (1) vote for each share of Common Stock standing in such
person's name on the stock transfer records of the Corporation, and (y) each
share of Series A Convertible Preferred Stock, par value $0.001 per share (the

 
'Series A Preferred Stock'), Series B Convertible Preferred Stock, par value
$0.001 per share (the 'Series B Preferred Stock'), Series C Convertible
Preferred Stock, par value $0.001 per share (the 'Series C Preferred Stock'),
Series D Convertible Preferred Stock, par value $0.001 per share (the 'Series D
Preferred Stock'), Series E Convertible Preferred Stock, par value $0.001 per
share (the 'Series E Preferred Stock'), and Series F Convertible Preferred
Stock, par value $0.001 per share (the 'Series F Preferred Stock,' and, together
with the Series A Preferred Stock, the Series B Preferred Stock, the Series C
Preferred Stock, the Series D Preferred Stock, and the Series E Preferred Stock,
the 'Preferred Stock'), shall be entitled to the number of votes equal to the
number of shares of Common Stock into which such shares of Preferred Stock could
be then converted.

(b)  Unless otherwise provided in the Certificate of Incorporation, each
stockholder shall be entitled to one vote for each share of capital stock held
by such stockholder. Upon the request of not less than 10% in interest of the
stockholders entitled to vote at a meeting, voting shall be by written ballot.
Unless otherwise required by law, the vote of a majority of the outstanding
shares, present in person or represented by proxy and entitled to vote on the
subject matter, at a meeting at which a quorum is present shall constitute the
act of the stockholders.

(c)  At all meetings of the stockholders at which a quorum is present, except as
otherwise provided by law or by the Certificate of Incorporation or these By-
Laws, all actions shall be decided by the affirmative vote of not less than 66-
2/3% of the total voting power of all of the issued and outstanding shares of
NetSelect Common Stock and the Preferred Stock, voting as a single class, at a
meeting at which a quorum is present, shall be required to constitute the act of
the stockholders on any actions permitted pursuant to the General Corporation
Law of Delaware.

SECTION 6.  CHAIRMAN OF MEETINGS. The Chairman of the Board of Directors of the
Corporation, or, in his absence or disability, the Chief Executive Officer of
the Corporation, shall preside at all meetings of the stockholders.

SECTION 7.  SECRETARY OF MEETING. The Secretary of the Corporation shall act as
Secretary at all meetings of the stockholders. In the absence or disability of
the Secretary, the Chairman of the Board of Directors or the Chief Executive
Officer shall appoint a person to act as Secretary at such meetings.

SECTION 8.  ACTION WITHOUT MEETING. Unless otherwise provided by the Certificate
of Incorporation, any action required by law to be taken at any annual or
special meeting of stockholders, or any action which may be taken at such
meetings, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding shares 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 were present and voted. Every
written consent shall bear the date of signature of each stockholder who signs
the consent. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

SECTION 9.  ADJOURNMENT. At any meeting of stockholders of the Corporation, if
less than a quorum be present, a majority of the stockholders entitled to vote
thereat, present in person or by proxy, shall have the power to adjourn the
meeting from time to time without notice other than announcement at the meeting
until a quorum shall be

 
present. Any business may be transacted at the adjourned meeting which might
have been transacted at the meeting originally noticed. If the adjournment is
for more than 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 stockholder of record entitled to vote at the meeting.

                                  ARTICLE III
                              BOARD OF DIRECTORS

SECTION 1.  POWERS. The business and affairs of the Corporation shall be managed
by or under the direction of its Board of Directors. The Board shall exercise
all of the powers and duties conferred by law except as provided by the
Certificate of Incorporation or these By-Laws.

SECTION 2.  NUMBER AND TERM. The number of directors shall be fixed at that
number of directors who are entitled to be nominees pursuant to Section 2.1(a)
of that certain Second Amended and Restated NetSelect, Inc. Stockholders'
Agreement dated as of January __, 1999 by and among the Corporation and the
Stockholders (as such term is defined therein), as such agreement may be
amended. The Board of Directors shall be elected by the stockholders at their
annual meeting, and each director shall be elected to serve for the term of one
year and until his successor shall be elected and qualified or until his earlier
resignation or removal. Directors need not be stockholders.

SECTION 3.  RESIGNATIONS. Any director may resign at any time. Such resignation
shall be made in writing, and shall take effect at the time specified therein,
and if no time is specified, at the time of its receipt by the Chief Executive
Officer or Secretary. The acceptance of a resignation shall not be necessary to
make it effective.

SECTION 4.  REMOVAL. Any director or the entire Board of Directors may be
removed at any time by the affirmative vote of not less than 66-2/3% of the
total combined voting power of all of the issued and outstanding shares of
Common Stock and Preferred Stock, voting as a single class.

SECTION 5.  MEETINGS. The newly elected directors shall hold their first meeting
to organize the Corporation, elect officers and transact any other business
which may properly come before the meeting. An annual organizational meeting of
the Board of Directors shall be held immediately after each annual meeting of
the stockholders, or at such time and place as may be noticed for the meeting.

Regular meetings of the Board may be held without notice at such places and
times as shall be determined from time to time by resolution of the directors;
provided however, that at least one regular meeting of the Board of Directors
shall be held every three months.

Special meetings of the Board shall be called by the Chief Executive Officer,
the Chairman or by the Secretary on the written request of any director with at
least two days' notice to each director and shall be held at such place as may
be determined by the directors or as shall be stated in the notice of the
meeting.

SECTION 6.  QUORUM, VOTING AND ADJOURNMENT. A majority of the total number of
directors or any committee thereof shall constitute a quorum for the transaction
of business. Unless otherwise required by law, the affirmative vote by at least
66-2/3 of the entire Board of Directors shall be the act of the Board of
Directors. In the absence of a quorum, a majority of the directors present
thereat may adjourn such meeting to another time and place. Notice of such
adjourned meeting need not be given

 
if the time and place of such adjourned meeting are announced at the meeting so
adjourned.

SECTION 7.  COMMITTEES. The Board of Directors may, by resolution passed as
provided in Section 6 of this Article III, designate one or more committees,
including, but not limited to, an Executive Committee and an Audit Committee,
each such committee to consist of two or more of the directors of the
Corporation. The Board may designate one or more directors as alternate members
of any committee to 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 present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the Board, 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 the
power or authority to amend the Certificate of Incorporation, adopt an agreement
of merger or consolidation, recommend to the stockholders the sale, lease, or
exchange of all or substantially all of the Corporation's properties and assets,
recommend to the stockholders a dissolution of the Corporation or a revocation
of a dissolution or to amend these By-Laws. No such committee shall have the
power or authority to declare a dividend, to authorize the issuance of stock of
the Corporation or to adopt a certificate of ownership and merger. All
committees of the Board shall keep minutes of their meetings and shall report
their proceedings to the Board when requested or required by the Board.

SECTION 8.  ACTION WITHOUT A MEETING. Unless otherwise restricted by the
Certificate of Incorporation, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if all members of the Board or any committee thereof, 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 such committee, as the case may
be.

SECTION 9.  COMPENSATION. The Board of Directors shall have the authority to fix
the compensation of directors for their services. A director may also serve the
Corporation in other capacities and receive compensation therefor.

SECTION 10.  TELEPHONIC MEETING. Unless otherwise restricted by the Certificate
of Incorporation, members of the Board, or any committee designated by the
Board, may participate in a meeting by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other. Participation in a meeting by means of conference telephone or
similar communications equipment shall constitute the presence in person at such
meeting.

                                  ARTICLE IV
                                   OFFICERS

SECTION 1.  The officers of the Corporation shall include a Chief Executive
Officer, Chief Operating Officer and a Secretary, each of whom shall be elected
by the Board of Directors and who shall hold office for a term of one year and
until their successors are elected and qualify or until their earlier
resignation or removal. In addition, the Board of Directors may elect one or
more Vice Presidents and a Chief Financial Officer, who shall

 
hold their office for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors. The
initial officers shall be elected at the first meeting of the Board of Directors
and, thereafter, at the annual organizational meeting of the Board held after
each annual meeting of the stockholders. Any number of offices may be held by
the same person.

SECTION 2.  OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such
other officers and agents as it deems advisable, who shall hold their respective
office for such terms and shall exercise and perform such powers and duties as
shall be determined from time to time by the Board of Directors.

SECTION 3.  CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors shall,
if present, preside at all meetings of the Board and exercise and perform such
other powers and duties as may be from time to time assigned to him by the
Board.

SECTION 4.  CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be
subject to the supervision, control and annual review of the stockholders and
the Board of Directors have general supervision, direction and control of the
business and affairs of the Corporation. The Chief Executive Officer shall
preside at all meetings of the stockholders of the Corporation and, in the
absence of the Chairman of the Board, at all meetings of the Board.

SECTION 5.  CHIEF OPERATING OFFICER. Subject to such supervisory powers, if any,
as may be given by the Board to the Chairman of the Board and the Chief
Executive Officer, the Chief Operating Officer shall, subject to the control of
the Board and the Chairman, have general supervision, direction and control of
the business and officers of the Corporation. The Chief Operating Officer shall
have such other powers and duties as may be from time to time prescribed to him
by the Board.

SECTION 6.  PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the Board to the Chairman of the Board and the Chief Executive Officer,
the President shall, subject to the control of the Board, have general
supervision, direction and control of the business and the officers of the
Corporation (other than the Chairman and Chief Executive Officer). The President
shall preside at all meetings of the stockholders of the Corporation in the
absence of the Chairman and the Chief Executive Officer, and, in the absence of
the Chairman and the Chief Executive Officer, at all meetings of the Board. The
President shall have the general powers and duties of management usually vested
in the office of president and general manager of a corporation, and shall have
such other powers and duties as may be prescribed by the Board.

SECTION 7.  VICE PRESIDENT. In the absence or disability of the Chairman, the
Chief Executive Officer, the Chief Operating Officer and the President, the Vice
Presidents, if any, in order of their rank as fixed by the Board, or, if not
ranked, the Vice President designated by the Board shall perform all the duties
of such officer and when so acting shall have all the powers of, and be subject
to all the restrictions upon, such offices. The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board, the Chief Executive Officer or
the President.

SECTION 8.  SECRETARY. The Secretary shall be the Chief Administrative Officer
of the Corporation and shall: (a) cause minutes of all meetings of the
stockholders and directors to be recorded and kept; (b) cause all notices
required by these By-Laws or otherwise to be given properly; (c) see that the
minute books, stock books, and other

 
nonfinancial books, records and papers of the Corporation are kept properly; and
(d) cause all reports, statements, returns, certificates and other documents to
be prepared and filed when and as required. The Secretary shall have such
further powers and perform such other duties as prescribed from time to time by
the Board.

SECTION 9.   CORPORATE FUNDS AND CHECKS. The funds of the Corporation shall be
kept in such depositories as shall from time to time be prescribed by the Board
of Directors. All checks or other orders for the payment of money shall be
signed by the Chief Executive Officer, Chairman or the Chief Operating Officer
or such other person or agent as may from time to time be authorized and with
such countersignature, if any, as may be required by the Board of Directors.

SECTION 10.  CONTRACTS AND OTHER DOCUMENTS. The Chief Executive Officer,
Chairman or Chief Operating Officer, or such other officer or officers as may
from time to time be authorized by the Board of Directors or any other committee
given specific authority in the premises by the Board of Directors during the
intervals between the meetings of the Board of Directors, shall have power to
sign and execute on behalf of the Corporation deeds, conveyances and contracts,
and any and all other documents requiring execution by the Corporation.

SECTION 11.  OWNERSHIP OF STOCK OF ANOTHER CORPORATION. The Chief Executive
Officer, Chairman or the Chief Operating Officer, or such other officer or agent
as shall be authorized by the Board of Directors, shall have the power and
authority, on behalf of the Corporation, to attend and to vote at any meeting of
stockholders of any corporation in which the Corporation holds stock and may
exercise, on behalf of the Corporation, any and all of the rights and powers
incident to the ownership of such stock at any such meeting, including the
authority to execute and deliver proxies and consents on behalf of the
Corporation.

SECTION 12.  DELEGATION OF DUTIES. In the absence, disability or refusal of any
officer to exercise and perform his duties, the Board of Directors may delegate
to another officer such powers or duties.

SECTION 13.  RESIGNATION AND REMOVAL. Any officer of the Corporation may be
removed from office for or without cause at any time by the Board of Directors.
Any officer may resign at any time in the same manner prescribed under Section 3
of Article III of these By-Laws.

SECTION 14.  VACANCIES. The Board of Directors shall have power to fill
vacancies occurring in any office.

                                   ARTICLE V
                                     STOCK

SECTION 1.   CERTIFICATES OF STOCK. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of the
Corporation by, the Chairman of the Board, the Chief Executive Officer, the
Chief Operating Officer, or a Vice President and by the Secretary, certifying
the number and class of shares of stock in the Corporation owned by him. Any or
all of the signatures on the certificate may be a facsimile. The Board of
Directors shall have the power to appoint one or more transfer agents and/or
registrars for the transfer or registration of certificates of stock of any
class, and may require stock certificates to be countersigned or registered by
one or more of such transfer agents and/or registrars.

SECTION 2.   TRANSFER OF SHARES.  Shares of stock of the Corporation shall be

 
transferable upon its books by the holders thereof, in person or by their duly
authorized attorneys or legal representatives, upon surrender to the Corporation
by delivery thereof to the person in charge of the stock and transfer books and
ledgers. Such certificates shall be cancelled and new certificates shall
thereupon be issued. A record shall be made of each transfer. Whenever any
transfer of shares shall be made for collateral security, and not absolutely, it
shall be so expressed in the entry of the transfer if, when the certificates are
presented, both the transferor and transferee request the Corporation to do so.
The Board shall have power and authority to make such rules and regulations as
it may deem necessary or proper concerning the issue, transfer and registration
of certificates for shares of stock of the Corporation.

SECTION 3.  LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. A new certificate
of stock may be issued in the place of any certificate previously issued by the
Corporation, alleged to have been lost, stolen or destroyed, and the Board of
Directors may, in their discretion, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to give the Corporation a
bond, in such sum as the Board may direct, not exceeding double the value of the
stock, in order to indemnify the Corporation against any claims that may be made
against it in connection therewith. A new certificate of stock may be issued in
the place of any certificate previously issued by the Corporation which has
become mutilated without the posting by the owner of any bond upon the surrender
by such owner of such mutilated certificate.

SECTION 4.  LIST OF STOCKHOLDERS ENTITLED TO VOTE. The stock ledger shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Delaware General Corporation Law (S) 219 or the
books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

SECTION 5.  DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may at any regular or special meeting,
declare dividends upon the stock of the Corporation either (i) out of its
surplus, as defined in and computed in accordance with Delaware General
Corporation Law (S) 154 and (S) 244 or (ii) in case there shall be no such
surplus, out of its net profits for the fiscal year in which the dividend is
declared and/or the preceding fiscal year. Before the declaration of any
dividend, the Board of Directors may set apart, out of any funds of the
Corporation available for dividends, such sum or sums as from time to time in
their discretion may be deemed proper for working capital or as a reserve fund
to meet contingencies or for such other purposes as shall be deemed conducive to
the interests of the Corporation.

                                  ARTICLE VI
                          NOTICE AND WAIVER OF NOTICE

SECTION 1.  NOTICE.  Whenever any written notice is required to be given by law,
the Certificate of Incorporation or these By-Laws, such notice, if mailed, shall
be deemed to be given when deposited in the United States mail, postage prepaid,
addressed to the person entitled to such notice at his address as it appears on
the books and records of the Corporation.

SECTION 2.  WAIVER OF NOTICE.  Whenever notice is required to be given by law,
the Certificate of Incorporation or these By-Laws, a written waiver thereof
signed by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice.  Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose 

 
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of the
stockholders, directors, or members of a committee of the Board need be
specified in any written waiver of notice.

                                  ARTICLE VII
                             AMENDMENT OF BY-LAWS

SECTION 1.  AMENDMENTS. These By-Laws may be amended or repealed, or new By-Laws
may be adopted by the affirmative vote of at least three-fifths (3/5) of the
entire Board of Directors.

                                 ARTICLE VIII

SECTION 1.  SEAL. The seal of the Corporation shall be circular in form and
shall have the name of the Corporation on the circumference and the jurisdiction
and year of incorporation in the center.

SECTION 2.  FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 of each year, or such other twelve consecutive months as the Board
of Directors may designate.

SECTION 3.  INDEMNIFICATION. Any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation), by reason of the fact that he
is or was a director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a director, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified by the Corporation to the fullest extent permitted by law
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
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 his 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 he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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 to the Corporation unless and only to the extent that the Court of
Chancery of Delaware 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 of Delaware,
or such other court shall deem proper.

Any indemnification pursuant to this Article VIII (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer or employee is
proper in the circumstances because he has met the applicable standard of
conduct set forth in this Article VIII. Such determination shall be made (i) by
a majority Note of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (ii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iii) by the stockholders.

SECTION 4.  ADVANCE OF EXPENSES. Expenses (including attorneys' fees) incurred
by an officer, director, or employee in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking satisfactory to the Board of Directors
by or on behalf of such director, officer or employee to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article VIII.

SECTION 5.  REMEDIES NOT EXCLUSIVE. The indemnification and advancement of
expenses provided by this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such a person.

SECTION 6.  INSURANCE. The Corporation may purchase and maintain insurance, at
its expense, to protect itself and any director, officer or employee of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

Date of original Adoption:  November 26, 1996
Date Amended:  February 4, 1999