Bylaws - Amazon.com Inc.



                                     BYLAWS

                                       OF

                                AMAZON.COM, INC.























Originally adopted on May 28, 1996
Amendments are listed on p. i







                                AMAZON.COM, INC.

                                   AMENDMENTS



                                                                          Date of
   Section                      Effect of Amendment                      Amendment
   -------                      -------------------                      ---------
                                                                    
     6.4               Add paragraph regarding Regulation S               4/24/98
























                                      -i-




                                    CONTENTS


                                                                               
SECTION 1.        OFFICES .........................................................   1

SECTION 2.        STOCKHOLDERS ....................................................   1
        2.1       Annual Meeting ..................................................   1
        2.2       Special Meetings ................................................   1
        2.3       Place of Meeting ................................................   1
        2.4       Notice of Meeting ...............................................   2
        2.5       Business for Stockholders' Meetings .............................   2
                  2.5.1      Business at Annual Meetings ..........................   2
                  2.5.2      Business at Special Meetings .........................   3
                  2.5.3      Notice to Corporation ................................   3
        2.6       Waiver of Notice ................................................   3
                  2.6.1      Waiver in Writing ....................................   3
                  2.6.2      Waiver by Attendance .................................   3
        2.7       Fixing of Record Date for Determining Stockholders ..............   4
                  2.7.1      Meetings .............................................   4
                  2.7.2      Consent to Corporate Action Without a Meeting ........   4
                  2.7.3      Dividends, Distributions and Other Rights ............   4
        2.8       Voting List .....................................................   5
        2.9       Quorum ..........................................................   5
        2.10      Manner of Acting ................................................   5
        2.11      Proxies .........................................................   6
                  2.11.1     Appointment ..........................................   6
                  2.11.2     Delivery to Corporation; Duration ....................   6
        2.12      Voting of Shares ................................................   6
        2.13      Voting for Directors ............................................   6
        2.14      Action by Stockholders Without a Meeting ........................   7
        2.15      Inspectors of Election ..........................................   7
                  2.15.1     Appointment ..........................................   7
                  2.15.2     Duties ...............................................   8

SECTION 3.        BOARD OF DIRECTORS ..............................................   8
        3.1       General Powers ..................................................   8
        3.2       Number and Tenure ...............................................   8
        3.3       Nomination and Election. ........................................   9
                  3.3.1      Nomination ...........................................   9
                  3.3.2      Election .............................................  10
        3.4       Annual and Regular Meetings .....................................  10
        3.5       Special Meetings ................................................  10
        3.6       Meetings by Telephone ...........................................  10




                                       -i-



                                                                               
        3.7       Notice of Special Meetings ......................................  10
                  3.7.1      Personal Delivery ....................................  10
                  3.7.2      Delivery by Mail .....................................  11
                  3.7.3      Delivery by Private Carrier ..........................  11
                  3.7.4      Facsimile Notice .....................................  11
                  3.7.5      Delivery by Telegraph ................................  11
                  3.7.6      Oral Notice ..........................................  11
        3.8       Waiver of Notice ................................................  11
                  3.8.1      In Writing ...........................................  11
                  3.8.2      By Attendance ........................................  12
        3.9       Quorum ..........................................................  12
        3.10      Manner of Acting ................................................  12
        3.11      Presumption of Assent ...........................................  12
        3.12      Action by Board or Committees Without a Meeting .................  12
        3.13      Resignation .....................................................  12
        3.14      Removal .........................................................  13
        3.15      Vacancies .......................................................  13
        3.16      Committees ......................................................  13
                  3.16.1     Creation and Authority of Committees .................  13
                  3.16.2     Audit Committee ......................................  14
                  3.16.3     Compensation Committee ...............................  14
                  3.16.4     Nominating and Organization Committee ................  14
                  3.16.5     Minutes of Meetings ..................................  15
                  3.16.6     Quorum and Manner of Acting ..........................  15
                  3.16.7     Resignation ..........................................  15
                  3.16.8     Removal ..............................................  15
        3.17      Compensation ....................................................  15

SECTION 4.        OFFICERS ........................................................  16
        4.1       Number ..........................................................  16
        4.2       Election and Term of Office .....................................  16
        4.3       Resignation .....................................................  16
        4.4       Removal .........................................................  16
        4.5       Vacancies .......................................................  16
        4.6       Chairman of the Board ...........................................  17
        4.7       Chief Executive Officer .........................................  17
        4.8       President .......................................................  17
        4.9       Vice President ..................................................  17
        4.10      Secretary .......................................................  18
        4.11      Treasurer .......................................................  18
        4.12      Salaries ........................................................  18

SECTION 5.        CONTRACTS, LOANS, CHECKS AND DEPOSITS ...........................  18
        5.1       Contracts .......................................................  18




                                      -ii-



                                                                               
        5.2       Loans to the Corporation ........................................  18
        5.3       Checks, Drafts, Etc. ............................................  18
        5.4       Deposits ........................................................  19

SECTION 6.        CERTIFICATES FOR SHARES AND THEIR TRANSFER ......................  19
        6.1       Issuance of Shares ..............................................  19
        6.2       Certificates for Shares .........................................  19
        6.3       Stock Records ...................................................  19
        6.4       Restriction on Transfer .........................................  20
        6.5       Transfer of Shares ..............................................  20
        6.6       Lost or Destroyed Certificates ..................................  20
        6.7       Shares of Another Corporation ...................................  21

SECTION 7.        BOOKS AND RECORDS ...............................................  21

SECTION 8.        ACCOUNTING YEAR .................................................  21

SECTION 9.        SEAL ............................................................  21

SECTION 10.       INDEMNIFICATION .................................................  21
        10.1      Right to Indemnification ........................................  21
        10.2      Right of Indemnitee to Bring Suit ...............................  22
        10.3      Nonexclusivity of Rights ........................................  23
        10.4      Insurance, Contracts and Funding ................................  23
        10.5      Indemnification of Employees and Agents of the
                  Corporation .....................................................  23
        10.6      Persons Serving Other Entities ..................................  23
        10.7      Procedures for the Submission of Claims .........................  24

SECTION 11.       AMENDMENTS OR REPEAL ............................................  24








                                     -iii-

                                     BYLAWS

                                       OF

                                AMAZON.COM, INC.


SECTION 1.  OFFICES

        The principal office of the corporation shall be located at its
principal place of business or such other place as the Board of Directors (the
'Board') may designate. The corporation may have such other offices, either
within or without the state of Delaware, as the Board may designate or as the
business of the corporation may require from time to time.

SECTION 2.  STOCKHOLDERS

        2.1     ANNUAL MEETING

        The annual meeting of the stockholders shall be held the second Thursday
of May in each year at the principal office of the corporation or such other
place designated by the Board for the purpose of electing Directors and
transacting such other business as may properly come before the meeting. If the
day fixed for the annual meeting is a legal holiday at the place of the meeting,
the meeting shall be held on the next succeeding business day. If the annual
meeting is not held on the date designated therefor, the Board shall cause the
meeting to be held as soon thereafter as may be convenient. At any time prior to
the commencement of the annual meeting, the Board may postpone the annual
meeting for a period of up to 120 days from the date fixed for such meeting in
accordance with this subsection 2.1.

        2.2     SPECIAL MEETINGS

        The Chairman of the Board, the President, the Board or the holders of
not less than 30 percent of all the outstanding shares of the corporation
entitled to vote on any issue proposed to be considered at the meeting may call
special meetings of the stockholders for any purpose.

        2.3     PLACE OF MEETING

        All meetings shall be held at the principal office of the corporation or
at such other place within or without the State of Delaware designated by the
Board, by any persons entitled to call a meeting hereunder or in a waiver of
notice signed by all of the stockholders entitled to notice of the meeting.



        2.4     NOTICE OF MEETING

        The Chairman of the Board, the President, the Secretary, the Board, or
stockholders calling an annual or special meeting of stockholders as provided
for herein, shall cause to be delivered to each stockholder entitled to notice
of or to vote at the meeting either personally or by mail, not less than 10 nor
more than 60 days before the meeting, written notice stating the place, day and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Upon written request by the holders of
not less than the number of outstanding shares of the corporation specified in
subsection 2.2 hereof and entitled to vote at the meeting, it shall be the duty
of the Secretary to give notice of a special meeting of stockholders to be held
on such date and at such place and hour as the Secretary may fix, not less than
10 nor more than 60 days after receipt of said request, and if the Secretary
shall neglect or refuse to issue such notice, the person making the request may
do so and may fix the date for such meeting. If such notice is mailed, it shall
be deemed delivered when deposited in the official government mail properly
addressed to the stockholder at such stockholder's address as it appears on the
stock transfer books of the corporation with postage prepaid. If the notice is
telegraphed, it shall be deemed delivered when the content of the telegram is
delivered to the telegraph company. Notice given in any other manner shall be
deemed delivered when dispatched to the stockholder's address, telephone number
or other number appearing on the stock transfer records of the corporation.

        2.5     BUSINESS FOR STOCKHOLDERS' MEETINGS

                2.5.1   BUSINESS AT ANNUAL MEETINGS

        In addition to the election of directors, other proper business may be
transacted at an annual meeting of stockholders, provided that such business
must be properly brought before such meeting. To be properly brought before an
annual meeting, business must be (a) brought by or at the direction of the Board
or (b) brought before the meeting by a stockholder pursuant to written notice
thereof, in accordance with subsection 2.5.3 hereof, and received by the
Secretary not fewer than 60 nor more than 90 days prior to the date specified in
subsection 2.1 hereof for such annual meeting (or if less than 60 days' notice
or prior public disclosure of the date of the annual meeting is given or made to
the stockholders, not later than the tenth day following the day on which the
notice of the date of the annual meeting was mailed or such public disclosure
was made). No business shall be conducted at any annual meeting of stockholders
except in accordance with this subsection 2.5.1, unless the application of this
subsection 2.5.1 to a particular matter is waived in writing by the Board of
Directors. If the facts warrant, the Board, or the chairman of an annual meeting
of stockholders, may determine and declare that (a) a proposal does not
constitute proper business to be transacted at the meeting or (b) business was
not properly brought before the meeting in accordance with the provisions of
this subsection 2.5.1 and, if, it is so determined in either case, any such
business shall not be transacted. The procedures set forth in this subsection
2.5.1 for business to be properly



                                      -2-

brought before an annual meeting by a stockholder are in addition to, and not
in lieu of, the requirements set forth in Rule 14a-8 under Section 14 of the
Securities Exchange Act of 1934, as amended, or any successor provision.

                2.5.2   BUSINESS AT SPECIAL MEETINGS

        At any special meeting of the stockholders, only such business as is
specified in the notice of such special meeting given by or at the direction of
the person or persons calling such meeting, in accordance with subsection 2.4
hereof, shall come before such meeting.

                2.5.3   NOTICE TO CORPORATION

        Any written notice required to be delivered by a stockholder to the
corporation pursuant to subsection 2.2, subsection 2.4, subsection 2.5.1 or
subsection 2.5.2 hereof must be given, either by personal delivery or by
registered or certified mail, postage prepaid, to the Secretary at the
corporation's executive offices. Any such stockholder notice shall set forth (i)
the name and address of the stockholder proposing such business; (ii) a
representation that the stockholder is entitled to vote at such meeting and a
statement of the number of shares of the corporation that are beneficially owned
by the stockholder; (iii) a representation that the stockholder intends to
appear in person or by proxy at the meeting to propose such business; and (iv)
as to each matter the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting, the language of the
proposal (if appropriate), and any material interest of the stockholder in such
business.

        2.6     WAIVER OF NOTICE

                2.6.1   WAIVER IN WRITING

        Whenever any notice is required to be given to any stockholder under the
provisions of these Bylaws, the Certificate of Incorporation or the General
Corporation Law of the State of Delaware, as now or hereafter amended (the
'DGCL'), 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.

                2.6.2   WAIVER BY ATTENDANCE

        The attendance of a stockholder at a meeting shall constitute a waiver
of notice of such meeting, except when a stockholder 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.



                                      -3-


        2.7     FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS

                2.7.1   MEETINGS

        For the purpose of determining stockholders entitled to notice of and to
vote at any meeting of stockholders or any adjournment thereof, the Board may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date
shall not be more than 60 (or the maximum number permitted by applicable law)
nor less than 10 days before the date of such meeting. If no record date is
fixed by the Board, the record date for determining stockholders entitled to
notice of and to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of and to vote at the meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.

                2.7.2   CONSENT TO CORPORATE ACTION WITHOUT A MEETING

        For the purpose of determining stockholders entitled to consent to
corporate action in writing without a meeting, the Board may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board, and which date shall not be more than
10 (or the maximum number permitted by applicable law) days after the date upon
which the resolution fixing the record date is adopted by the Board. If no
record date has been fixed by the Board, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board is required by Chapter 1 of the DGCL,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
the corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board and prior action by the Board is required by Chapter 1 of the DGCL,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the day
on which the Board adopts the resolution taking such prior action.

                2.7.3   DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS

        For the purpose of determining stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than 60 (or the maximum number permitted by



                                      -4-


applicable law) days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board adopts the resolution relating
thereto.

        2.8     VOTING LIST

        At least 10 days before each meeting of stockholders, a complete list of
the stockholders entitled to vote at such meeting, or any adjournment thereof,
shall be made, arranged in alphabetical order, with the address of and number of
shares held by each stockholder. This list shall be open to examination by any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of 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. This list shall also be produced and kept at such meeting for
inspection by any stockholder who is present.

        2.9     QUORUM

        A majority of the outstanding shares of the corporation entitled to
vote, present in person or represented by proxy at the meeting, shall constitute
a quorum at a meeting of the stockholders; provided, that where a separate vote
by a class or classes is required, a majority of the outstanding shares of such
class or classes, present in person or represented by proxy at the meeting,
shall constitute a quorum entitled to take action with respect to that vote on
that matter. If less than a majority of the outstanding shares entitled to vote
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. If a quorum is
present or represented at a reconvened meeting following such an adjournment,
any business may be transacted that might have been transacted at the meeting as
originally called. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

        2.10    MANNER OF ACTING

        In all matters other than the election of Directors, if a quorum is
present, the affirmative vote of the majority of the outstanding shares present
in person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders, unless the vote of a
greater number is required by these Bylaws, the Certificate of Incorporation or
the DGCL. Where a separate vote by a class or classes is required, if a quorum
of such class or classes is present, the affirmative vote of the majority of
outstanding shares of such class or classes present in person or represented by
proxy at the meeting shall be the act of such class or classes, unless the vote
of a greater number is required by these Bylaws, the Certificate of
Incorporation or the DGCL. Directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of Directors.



                                      -5-


        2.11    PROXIES

                2.11.1  APPOINTMENT

        Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy. Such
authorization may be accomplished by (a) the stockholder or such stockholder's
authorized officer, director, employee or agent executing a writing or causing
his or her signature to be affixed to such writing by any reasonable means,
including facsimile signature or (b) by transmitting or authorizing the
transmission of a telegram, cablegram or other means of electronic transmission
to the intended holder of the proxy or to a proxy solicitation firm, proxy
support service or similar agent duly authorized by the intended proxy holder to
receive such transmission; provided, that any such telegram, cablegram or other
electronic transmission must either set forth or be accompanied by information
from which it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
by which a stockholder has authorized another person to act as proxy for such
stockholder may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.

                2.11.2  DELIVERY TO CORPORATION; DURATION

        A proxy shall be filed with the Secretary before or at the time of the
meeting or the delivery to the corporation of the consent to corporate action in
writing. A proxy shall become invalid three years after the date of its
execution unless otherwise provided in the proxy. A proxy with respect to a
specified meeting shall entitle the holder thereof to vote at any reconvened
meeting following adjournment of such meeting but shall not be valid after the
final adjournment thereof.

        2.12    VOTING OF SHARES

        Each outstanding share entitled to vote with respect to the subject
matter of an issue submitted to a meeting of stockholders shall be entitled to
one vote upon each such issue.

        2.13    VOTING FOR DIRECTORS

        Each stockholder entitled to vote at an election of Directors may vote,
in person or by proxy, the number of shares owned by such stockholder for as
many persons as there are Directors to be elected and for whose election such
stockholder has a right to vote; provided, however, that no cumulative voting
shall be permitted in the election of Directors.



                                      -6-


        2.14    ACTION BY STOCKHOLDERS WITHOUT A MEETING

        Subject to the following paragraph, any action that is properly brought
before the stockholders by or at the direction of the Board of Directors and
that could be taken at an annual or special meeting of stockholders 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 (a) be signed by
the holders of outstanding shares of capital stock entitled to be voted with
respect to the subject matter thereof 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 (as determined
in accordance with subsection 2.6.2 hereof) and (b) be delivered to the
corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the corporation having
custody of the records of proceedings of meetings of stockholders. Delivery made
to the corporation's registered office shall be by hand or by certified mail or
registered mail, return receipt requested. Every written consent shall bear the
date of signature of each stockholder who signs the consent, and no written
consent shall be effective to take the corporate action referred to therein
unless written consents signed by the requisite number of stockholders entitled
to vote with respect to the subject matter thereof are delivered to the
corporation, in the manner required by this Section 2, within 60 (or the maximum
number permitted by applicable law) days of the earliest dated consent delivered
to the corporation in the manner required by this Section 2. The validity of any
consent executed by a proxy for a stockholder pursuant to a telegram, cablegram
or other means of electronic transmission transmitted to such proxy holder by or
upon the authorization of the stockholder shall be determined by or at the
direction of the Secretary. A written record of the information upon which the
person making such determination relied shall be made and kept in the records of
the proceedings of the stockholders. 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. Any such
consent shall be inserted in the minute book as if it were the minutes of a
meeting of the stockholders.

        2.15    INSPECTORS OF ELECTION

                2.15.1  APPOINTMENT

        In advance of any meeting of stockholders after this corporation has
become a Public Company (as defined below), the Board shall appoint one or more
persons to act as inspectors of election at such meeting and to make a written
report thereof. The Board may designate one or more persons to serve as
alternate inspectors to serve in place of any inspector who is unable or fails
to act. If no inspector or alternate is able to act at a meeting of
stockholders, the chairman of such meeting shall appoint one or more persons to
act as inspector of elections at such meeting. This corporation shall be a
'Public Company' upon the earliest of (a) a vote by the Board of Directors of
the corporation designating the corporation a Public Company, (b) when a
registration statement filed by the corporation



                                      -7-


under the Securities Act of 1933, as amended, in connection with an offering of
the corporation's securities to the public first becomes effective or (c) upon
the effective date of the registration of the corporation's securities pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended.

                2.15.2  DUTIES

        The inspectors of election shall:

                (a)      ascertain the number of shares of the corporation
        outstanding and the voting power of each such share;

                (b)      determine the shares represented at the meeting and the
        validity of proxies and ballots;

                (c)      count all votes and ballots;

                (d)      determine and retain for a reasonable period of time a
        record of the disposition of any challenges made to any determination by
        them; and

                (e)      certify their determination of the number of shares
        represented at the meeting and their count of the votes and ballots.

        The validity of any proxy or ballot shall be determined by the
inspectors of election in accordance with the applicable provisions of these
Bylaws and the DGCL as then in effect. In determining the validity of any proxy
transmitted by telegram, cablegram or other electronic transmission, the
inspectors shall record in writing the information upon which they relied in
making such determination. Each inspector of elections shall, before entering
upon the discharge of his or her duties, take and sign an oath to faithfully
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors of election may appoint or retain
other persons or entities to assist them in the performance of their duties.

SECTION 3.  BOARD OF DIRECTORS

        3.1     GENERAL POWERS

        The business and affairs of the corporation shall be managed by the
Board.

        3.2     NUMBER AND TENURE

        The Board shall be composed of not less than one nor more than nine
Directors, the specific number to be set by resolution of the Board. No decrease
in the number of Directors shall have the effect of shortening the term of any
incumbent Director. Each Director shall serve for the term he or she was
elected, or until his or her successor shall have been elected and qualified, or
until his or her death, resignation or removal from



                                      -8-


office. Directors need not be stockholders of the corporation or residents of
the State of Delaware.

        3.3     NOMINATION AND ELECTION.

                3.3.1   NOMINATION

        Only persons who are nominated in accordance with the following
procedures shall be eligible for election as Directors. Nominations for the
election of Directors may be made (a) by or at the direction of the Board or (b)
by any stockholder of record entitled to vote for the election of Directors at
such meeting; provided, however, that a stockholder may nominate persons for
election as Directors only if written notice (in accordance with subsection
2.5.3 hereof) of such stockholder's intention to make such nominations is
received by the Secretary not later than (i) with respect to an election to be
held at an annual meeting of stockholders, not fewer than 60 nor more than 90
days prior to the date specified in subsection 2.1 hereof for such annual
meeting (or if less than 60 days' notice or prior public disclosure of the date
of the annual meeting is given or made to the stockholders, not later than the
tenth day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made) and (ii) with respect to
an election to be held at a special meeting of stockholders for the election of
Directors, the close of business on the seventh business day following the date
on which notice of such meeting is first given to stockholders. Any such
stockholder's notice shall set forth (a) the name and address of the stockholder
who intends to make a nomination; (b) a representation that the stockholder is
entitled to vote at such meeting and a statement of the number of shares of the
corporation that are beneficially owned by the stockholder; (c) a representation
that the stockholder intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (d) as to each person
the stockholder proposes to nominate for election or re-election as a Director,
the name and address of such person and, if the corporation is then a Public
Company, such other information regarding such nominee as would be required in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had such nominee been nominated by the Board, and a description of
any arrangements or understandings, between the stockholder and such nominee and
any other persons (including their names), pursuant to which the nomination is
to be made; and (e) the consent of each such nominee to serve as a Director if
elected. If the facts warrant, the Board, or the chairman of a stockholders'
meeting at which Directors are to be elected, may determine and declare that a
nomination was not made in accordance with the foregoing procedure and, if it is
so determined, the defective nomination shall be disregarded. The procedures set
forth in this subsection 3.3 for nomination for the election of Directors by
stockholders are in addition to, and not in limitation of, any procedures now in
effect or hereafter adopted by or at the direction of the Board or any committee
thereof.



                                      -9-


                3.3.2   ELECTION

        At each election of Directors, the persons receiving the greatest number
of votes shall be the Directors.

        3.4     ANNUAL AND REGULAR MEETINGS

        An annual Board meeting shall be held without notice immediately after
and at the same place as the annual meeting of stockholders. By resolution, the
Board or any committee designated by the Board may specify the time and place
either within or without the State of Delaware for holding regular meetings
thereof without other notice than such resolution.

        3.5     SPECIAL MEETINGS

        Special meetings of the Board or any committee appointed by the Board
may be called by or at the request of the Chairman of the Board, the Chief
Executive Officer, the President, the Secretary or, in the case of special Board
meetings, any Director, and, in the case of any special meeting of any committee
appointed by the Board, by the Chairman thereof. The person or persons
authorized to call special meetings may fix any place either within or without
the State of Delaware as the place for holding any special meeting called by
them.

        3.6     MEETINGS BY TELEPHONE

        Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such means
shall constitute presence in person at a meeting.

        3.7     NOTICE OF SPECIAL MEETINGS

        Notice of a special Board or committee meeting stating the place, day
and hour of the meeting shall be given to a Director in writing or orally by
telephone or in person. Neither the business to be transacted at, nor the
purpose of, any special meeting need be specified in the notice of such meeting.

                3.7.1   PERSONAL DELIVERY

        If notice is given by personal delivery, the notice shall be effective
if delivered to a Director at least two days before the meeting.



                                      -10-


                3.7.2   DELIVERY BY MAIL

        If notice is delivered by mail, the notice shall be deemed effective if
deposited in the official government mail properly addressed to a Director at
his or her address shown on the records of the corporation with postage prepaid
at least five days before the meeting.

                3.7.3   DELIVERY BY PRIVATE CARRIER

        If notice is given by private carrier, the notice shall be deemed
effective when dispatched to a Director at his or her address shown on the
records of the corporation at least three days before the meeting.

                3.7.4   FACSIMILE NOTICE

        If notice is delivered by wire or wireless equipment that transmits a
facsimile of the notice, the notice shall be deemed effective when dispatched at
least two days before the meeting to a Director at his or her telephone number
or other number appearing on the records of the corporation.

                3.7.5   DELIVERY BY TELEGRAPH

        If notice is delivered by telegraph, the notice shall be deemed
effective if the content thereof is delivered to the telegraph company at least
two days before the meeting for delivery to a Director at his or her address
shown on the records of the corporation.

                3.7.6   ORAL NOTICE

        If notice is delivered orally, by telephone or in person, the notice
shall be deemed effective if personally given to the Director at least two days
before the meeting.

        3.8     WAIVER OF NOTICE

                3.8.1   IN WRITING

        Whenever any notice is required to be given to any Director under the
provisions of these Bylaws, the Certificate of Incorporation or the DGCL, 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 Board or any
committee appointed by the Board need be specified in the waiver of notice of
such meeting.

                3.8.2   BY ATTENDANCE

        The attendance of a Director at a Board or committee meeting shall
constitute a waiver of notice of such meeting, except when a Director attends a
meeting for the express



                                      -11-


purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

        3.9     QUORUM

        A majority of the total number of Directors fixed by or in the manner
provided in these Bylaws or, if vacancies exist on the Board, a majority of the
total number of Directors then serving on the Board, provided, however, that
such number may be not less than one-third of the total number of Directors
fixed by or in the manner provided in these Bylaws, shall constitute a quorum
for the transaction of business at any Board meeting. If less than a majority
are present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.

        3.10    MANNER OF ACTING

        The act of the majority of the Directors present at a Board or committee
meeting at which there is a quorum shall be the act of the Board or committee,
unless the vote of a greater number is required by these Bylaws, the Certificate
of Incorporation or the DGCL.

        3.11    PRESUMPTION OF ASSENT

        A Director of the corporation present at a Board or committee meeting at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his or her dissent is entered in the minutes of the
meeting, or unless such Director files a written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof, or
forwards such dissent by registered mail to the Secretary of the corporation
immediately after the adjournment of the meeting. A Director who voted in favor
of such action may not dissent.

        3.12    ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING

        Any action that could be taken at a meeting of the Board or of any
committee appointed by the Board may be taken without a meeting if a written
consent setting forth the action so taken is signed by each of the Directors or
by each committee member. Any such written consent shall be inserted in the
minute book as if it were the minutes of a Board or a committee meeting.

        3.13    RESIGNATION

        Any Director may resign at any time by delivering written notice to the
Chairman of the Board, the Chief Executive Officer, the President, the Secretary
or the Board, or to the registered office of the corporation. Any such
resignation shall take effect at the time specified therein, or if the time is
not specified, upon delivery thereof and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.



                                      -12-


        3.14    REMOVAL

        At a meeting of stockholders called expressly for that purpose, or
without a meeting pursuant to Section 2.14 of these Bylaws, one or more members
of the Board (including the entire Board) may be removed, with or without cause,
by the holders of not less than a majority of the shares entitled to elect the
Director or Directors whose removal is sought in the manner provided by these
Bylaws.

        3.15    VACANCIES

        Any vacancy occurring on the Board may be filled only by the affirmative
vote of a majority of the remaining Directors, whether or not they constitute a
quorum of the Board. A Director elected to fill a vacancy shall be elected for
the unexpired term of his or her predecessor in office, if any. Any directorship
to be filled by reason of an increase in the number of Directors may be filled
by the Board for a term of office continuing only until the next election of
Directors, and until his or her successor shall be elected and qualify.

        3.16    COMMITTEES

                3.16.1  CREATION AND AUTHORITY OF COMMITTEES

        The Board may, by resolution passed by a majority of the number of
Directors fixed by or in the manner provided in these Bylaws, appoint standing
or temporary committees, each committee to consist of one or more Directors of
the corporation. The Board 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 such member or members constitute a
quorum, may unanimously appoint another member of the Board 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 establishing
such committee or as otherwise provided in these Bylaws, shall have and may
exercise all the powers and authority of the Board 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 that require it; but no such committee
shall have the power or authority in reference to (a) amending the Certificate
of Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board as provided in Section 151(a) of the DGCL, fix the designations,
preferences or rights of such shares to the extent permitted under Section 141
of the DGCL), (b) adopting an agreement of merger or consolidation under
Sections 251 or 252 of the DGCL, (c) recommending to the stockholders the sale,
lease or exchange or other disposition of all or substantially all of the
property and assets of the corporation, (d) recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or (e) amending
these Bylaws; and, unless expressly provided by resolution of the Board, no such
committee shall have the power or authority to declare a dividend, to authorize
the



                                      -13-


issuance of stock or to adopt a certificate of ownership and merger pursuant to
Section 253 of the DGCL.

                3.16.2  AUDIT COMMITTEE

        In addition to any committees appointed pursuant to this subsection
3.16, no later than such time as this corporation may become a Public Company
there shall be an Audit Committee, appointed annually by the Board, consisting
of at least two Directors who are not members of management. It shall be the
responsibility of the Audit Committee, if and when appointed, to review the
scope and results of the annual independent audit of books and records of the
corporation, to review compliance with all corporate policies which have been
approved by the Board and to discharge such other responsibilities as may from
time to time be assigned to it by the Board. The Audit Committee shall meet at
such times and places as the members deem advisable, and shall make such
recommendations to the Board as they consider appropriate.

                3.16.3  COMPENSATION COMMITTEE

        The Board may, in its discretion, designate a Compensation Committee
consisting of one or more Directors as it may from time to time determine. The
duties of the Compensation Committee shall consist of the following: (a) to
establish and review periodically, but not less than annually, the compensation
of the officers of the corporation and to make recommendations concerning such
compensation to the Board; (b) to consider incentive compensation plans for the
employees of the corporation; (c) to carry out the duties assigned to the
Compensation Committee under any stock option plan or other plan approved by the
corporation; (d) to consult with the Chief Executive Officer or the President
concerning any compensation matters deemed appropriate by the Chief Executive
Officer or the President or the Compensation Committee; and (e) to perform such
other duties as shall be assigned to the Compensation Committee by the Board.

                3.16.4  NOMINATING AND ORGANIZATION COMMITTEE

        The Board may, in its discretion, designate a Nominating and
Organization Committee consisting of one or more Directors as it may from time
to time determine. The duties of the Nominating and Organization Committee shall
consist of the following: (a) to report and make recommendations to the Board on
the size and composition of the Board and nominees for Directors; (b) to
evaluate the performance of the officers of the corporation and together with
management, select and recommend to the Board appropriate individuals for
election, appointment and promotion as officers of the corporation and ensure
the continuity of capable management; (c) to report and make recommendations to
the Board on the organization of the corporation; and (d) to perform such other
duties as shall be assigned to the Nominating and Organization Committee by the
Board.



                                      -14-


                3.16.5  MINUTES OF MEETINGS

        All committees so appointed shall keep regular minutes of their meetings
and shall cause them to be recorded in books kept for that purpose.

                3.16.6  QUORUM AND MANNER OF ACTING

        A majority of the number of Directors composing any committee of the
Board, as established and fixed by resolution of the Board, shall constitute a
quorum for the transaction of business at any meeting of such committee but, if
less than a majority are present at a meeting, a majority of such Directors
present may adjourn the meeting from time to time without further notice. The
act of a majority of the members of a committee present at a meeting at which a
quorum is present shall be the act of such committee.

                3.16.7  RESIGNATION

        Any member of any committee may resign at any time by delivering written
notice to the Chairman of the Board, the Chief Executive Officer, the President,
the Secretary, the Board or the Chairman of such committee. Any such resignation
shall take effect at the time specified therein or, if the time is not
specified, upon delivery thereof and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

                3.16.8  REMOVAL

        The Board may remove from office any member of any committee elected or
appointed by it, but only by the affirmative vote of not less than a majority of
the number of Directors fixed by or in the manner provided in these Bylaws.

        3.17    COMPENSATION

        By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, a fixed sum
for attendance at each Board or committee meeting, or a stated salary as
Director or a committee member, or a combination of the foregoing. No such
payment shall preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.

SECTION 4.  OFFICERS

        4.1     NUMBER

        The officers of the corporation shall be a Chief Executive Officer, a
President, a Secretary and a Treasurer, each of whom shall be elected by the
Board. One or more Vice Presidents and such other officers and assistant
officers, including a Chairman of the Board, may be elected or appointed by the
Board, such officers and assistant officers to



                                      -15-


hold office for such period, have such authority and perform such duties as are
provided in these Bylaws or as may be provided by resolution of the Board. Any
officer may be assigned by the Board any additional title that the Board deems
appropriate. The Board may delegate to any officer or agent the power to appoint
any such subordinate officers or agents and to prescribe their respective terms
of office, authority and duties. Any two or more offices may be held by the same
person.

        4.2     ELECTION AND TERM OF OFFICE

        The officers of the corporation shall be elected annually by the Board
at the Board meeting held after the annual meeting of the stockholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as a Board meeting conveniently may be held. Unless an officer
dies, resigns or is removed from office, he or she shall hold office until the
next annual meeting of the Board or until his or her successor is elected.

        4.3     RESIGNATION

        Any officer may resign at any time by delivering written notice to the
Chairman of the Board, the Chief Executive Officer, the President, a Vice
President, the Secretary or the Board. Any such resignation shall take effect at
the time specified therein or, if the time is not specified, upon delivery
thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

        4.4     REMOVAL

        Any officer or agent elected or appointed by the Board may be removed by
the Board whenever in its judgment the best interests of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

        4.5     VACANCIES

        A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the unexpired portion of the term, or for a new term established
by the Board.

        4.6     CHAIRMAN OF THE BOARD

        If elected, the Chairman of the Board shall perform such duties as shall
be assigned to him or her by the Board from time to time and shall preside over
meetings of the Board and stockholders unless another officer is appointed or
designated by the Board as chairman of such meeting.



                                      -16-


        4.7     CHIEF EXECUTIVE OFFICER

        The Chief Executive Officer shall be the chief executive officer of the
corporation, shall preside over meetings of the Board and stockholders in the
absence of a Chairman of the Board and, subject to the Board's control, shall
supervise and control all of the assets, business and affairs of the
corporation. The Chief Executive Officer may sign certificates for shares of the
corporation, deeds, mortgages, bonds, contracts or other instruments, except
when the signing and execution thereof have been expressly delegated by the
Board or by these Bylaws to some other officer or agent of the corporation or
are required by law to be otherwise signed or executed by some other officer or
in some other manner. In general, the Chief Executive Officer shall perform all
duties incident to the office of Chief Executive Officer and such other duties
as are prescribed by the Board from time to time.

        4.8     PRESIDENT

        In the event of the death of the Chief Executive Officer or his
inability to act, the President shall perform the duties of the Chief Executive
Officer, except as may be limited by resolution of the Board, with all the
powers of and subject to all the restrictions upon the Chief Executive Officer.
The President may sign with the Secretary or any Assistant Secretary
certificates for shares of the corporation. The President shall have, to the
extent authorized by the Chief Executive Officer or the Board, the same powers
as the Chief Executive Officer to sign deeds, mortgages, bonds, contracts or
other instruments. The President shall perform such other duties as from time to
time may be assigned to him or her by the Chief Executive Officer or the Board.

        4.9     VICE PRESIDENT

        In the event of the death of the President or his or her inability to
act, the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President, or
if no Vice President is so designated, the Vice President first elected to such
office) shall perform the duties of the President, except as may be limited by
resolution of the Board, with all the powers of and subject to all the
restrictions upon the President. Any Vice President may sign with the Secretary
or any Assistant Secretary certificates for shares of the corporation. Vice
Presidents shall have, to the extent authorized by the President or the Board,
the same powers as the President to sign deeds, mortgages, bonds, contracts or
other instruments. Vice Presidents shall perform such other duties as from time
to time may be assigned to them by the President or the Board.

        4.10    SECRETARY

        The Secretary shall be responsible for preparation of minutes of
meetings of the Board and stockholders, maintenance of the corporation's records
and stock registers, and authentication of the corporation's records and shall
in general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him



                                      -17-


or her by the President or the Board. In the absence of the Secretary, an
Assistant Secretary may perform the duties of the Secretary.

        4.11    TREASURER

        The Treasurer shall have charge and custody of and be responsible for
all funds and securities of the corporation; receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in banks, trust companies
or other depositories selected in accordance with the provisions of these
Bylaws; sign certificates for shares of the corporation; and in general perform
all of the duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him or her by the President or by the
Board. In the absence of the Treasurer, an Assistant Treasurer may perform the
duties of the Treasurer.

        4.12    SALARIES

        The salaries of the officers shall be fixed from time to time by the
Board or by any person or persons to whom the Board has delegated such
authority. No officer shall be prevented from receiving such salary by reason of
the fact that he or she is also a Director of the corporation.

SECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

        5.1     CONTRACTS

        The Board may authorize any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances.

        5.2     LOANS TO THE CORPORATION

        No loans for borrowed money shall be contracted on behalf of the
corporation and no evidences of indebtedness for borrowed money shall be issued
in its name unless authorized by a resolution of the Board. Such authority may
be general or confined to specific instances.

        5.3     CHECKS, DRAFTS, ETC.

        All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, or agent or agents, of the corporation and
in such manner as is from time to time determined by resolution of the Board.



                                      -18-


        5.4     DEPOSITS

        All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the Board may select.

SECTION 6.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

        6.1     ISSUANCE OF SHARES

        No shares of the corporation shall be issued unless authorized by the
Board, which authorization shall include the maximum number of shares to be
issued and the consideration to be received for each share.

        6.2     CERTIFICATES FOR SHARES

        Certificates representing shares of the corporation shall be signed by
the Chief Executive Officer or the President, or a Vice President, and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary,
any of whose signatures may be a facsimile. The Board may in its discretion
appoint responsible banks, trust companies or other professionals from time to
time to act as transfer agents and registrars of the stock of the corporation;
and, when such appointments shall have been made, no stock certificate shall be
valid until countersigned by one of such transfer agents and registered by one
of such registrars. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if such person was such officer, transfer agent or registrar at the date of
issue. All certificates shall include on their face written notice of any
restrictions that may be imposed on the transferability of such shares and shall
be consecutively numbered or otherwise identified.

        6.3     STOCK RECORDS

        The stock transfer books shall be kept at the registered office or
principal place of business of the corporation or at the office of the
corporation's transfer agent or registrar. The name and address of each person
to whom certificates for shares are issued, together with the class and number
of shares represented by each such certificate and the date of issue thereof,
shall be entered on the stock transfer books of the corporation. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.

        6.4     RESTRICTION ON TRANSFER

        Except to the extent that the corporation has obtained an opinion of
counsel acceptable to the corporation that transfer restrictions are not
required under applicable



                                      -19-


securities laws, or has otherwise satisfied itself that such transfer
restrictions are not required, all certificates representing shares of the
corporation shall bear a legend on the face of the certificate, or on the
reverse of the certificate if a reference to the legend is contained on the
face, that reads substantially as follows:

        'The securities evidenced by this certificate have not been registered
        under the Securities Act of 1933 or any applicable state law, and no
        interest therein may be sold, distributed, assigned, offered, pledged or
        otherwise transferred unless (a) there is an effective registration
        statement under such Act and applicable state securities laws covering
        any such transaction involving said securities or (b) this corporation
        receives an opinion of legal counsel for the holder of these securities
        (concurred in by legal counsel for this corporation) stating that such
        transaction is exempt from registration or this corporation otherwise
        satisfies itself that such transaction is exempt from registration.
        Neither the offering of the securities nor any offering materials have
        been reviewed by any administrator under the Securities Act of 1933 or
        any applicable state law.'

        [AMENDMENT ADOPTED BY THE BOARD ON APRIL 24, 1998] If any securities of
the corporation are issued pursuant to Regulation S ('Regulation S') of the
Securities Act of 1933, as amended (the '1933 Act'), the corporation will refuse
to register any subsequent transfer of such securities if such transfer is not
made in accordance with Regulation S, pursuant to registration under the 1933
Act or pursuant to an available exemption from registration under the 1933 Act.

        6.5     TRANSFER OF SHARES

        The transfer of shares of the corporation shall be made only on the
stock transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and canceled.

        6.6     LOST OR DESTROYED CERTIFICATES

        In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.



                                      -20-


        6.7     SHARES OF ANOTHER CORPORATION

        Shares owned by the corporation in another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the Board may determine
or, in the absence of such determination, by the Chief Executive Officer, the
President or any Vice President of the corporation.

SECTION 7.  BOOKS AND RECORDS

        The corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its stockholders
and Board and such other records as may be necessary or advisable.

SECTION 8.  ACCOUNTING YEAR

        The accounting year of the corporation shall be the calendar year,
provided that if a different accounting year is at any time selected for
purposes of federal income taxes, the accounting year shall be the year so
selected.

SECTION 9.  SEAL

        The seal of the corporation, if any, shall consist of the name of the
corporation, the state of its incorporation and the year of its incorporation.

SECTION 10.  INDEMNIFICATION

        10.1    RIGHT TO INDEMNIFICATION

        Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved (including, without limitation, as a witness)
in any actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a 'proceeding'), by reason of the
fact that he or she is or was a Director or officer of the corporation or that,
being or having been such a Director or officer of the corporation, he or she is
or was serving at the request of the corporation as a Director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan (hereinafter an 'indemnitee'), whether the basis of such proceeding is
alleged action in an official capacity as such a Director or officer or in any
other capacity while serving as such a Director or officer, shall be indemnified
and held harmless by the corporation to the full extent permitted by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights than
permitted prior thereto), or by other applicable law as then in effect, against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) actually and
reasonably incurred or suffered by



                                      -21-


such indemnitee in connection therewith and such indemnification shall continue
as to an indemnitee who has ceased to be a Director or officer and shall inure
to the benefit of the indemnitee's heirs, executors and administrators;
provided, however, that except as provided in subsection 10.2 hereof with
respect to proceedings seeking to enforce rights to indemnification, the
corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized or ratified by the Board. The right to indemnification
conferred in this subsection 10.1 shall be a contract right and shall include
the right to be paid by the corporation the expenses incurred in defending any
such proceeding in advance of its final disposition (hereinafter an 'advancement
of expenses'); provided, however, that if the DGCL requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a Director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the corporation of an undertaking
(hereinafter an 'undertaking'), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such indemnitee is
not entitled to be indemnified for such expenses under this subsection 10.1 or
otherwise.

        10.2    RIGHT OF INDEMNITEE TO BRING SUIT

        If a claim under subsection 10.1 hereof is not paid in full by the
corporation within 60 days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. The indemnitee shall be presumed
to be entitled to indemnification under this Section 10 upon submission of a
written claim (and, in an action brought to enforce a claim for an advancement
of expenses, where the required undertaking, if any is required, has been
tendered to the corporation), and thereafter the corporation shall have the
burden of proof to overcome the presumption that the indemnitee is not so
entitled. Neither the failure of the corporation (including its Board,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances nor an actual determination by the corporation
(including its Board, independent legal counsel or its stockholders) that the
indemnitee is not entitled to indemnification shall be a defense to the suit or
create a presumption that the indemnitee is not so entitled.

        10.3    NONEXCLUSIVITY OF RIGHTS

        The rights to indemnification and to the advancement of expenses
conferred in this Section 10 shall not be exclusive of any other right that any
person may have or hereafter



                                      -22-


acquire under any statute, agreement, vote of stockholders or disinterested
Directors, provisions of the Certificate of Incorporation or Bylaws of the
corporation or otherwise. Notwithstanding any amendment to or repeal of this
Section 10, any indemnitee shall be entitled to indemnification in accordance
with the provisions hereof with respect to any acts or omissions of such
indemnitee occurring prior to such amendment or repeal.

        10.4    INSURANCE, CONTRACTS AND FUNDING

        The corporation may maintain insurance, at its expense, to protect
itself and any Director, officer, employee or agent 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 DGCL. The corporation, without further stockholder approval, may enter
into contracts with any Director, officer, employee or agent in furtherance of
the provisions of this Section 10 and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Section 10.

        10.5    INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION

        The corporation may, by action of the Board, grant rights to
indemnification and advancement of expenses to employees or agents or groups of
employees or agents of the corporation with the same scope and effect as the
provisions of this Section 10 with respect to the indemnification and
advancement of expenses of Directors and officers of the corporation; provided,
however, that an undertaking shall be made by an employee or agent only if
required by the Board.

        10.6    PERSONS SERVING OTHER ENTITIES

        Any person who is or was a Director or officer of the corporation who is
or was serving (a) as a Director or officer of another corporation of which a
majority of the shares entitled to vote in the election of its Directors is held
by the corporation or (b) in an executive or management capacity in a
partnership, joint venture, trust or other enterprise of which the corporation
or a wholly owned subsidiary of the corporation is a general partner or has a
majority ownership shall be deemed to be so serving at the request of the
corporation and entitled to indemnification and advancement of expenses under
subsection 10.1 hereof.

        10.7    PROCEDURES FOR THE SUBMISSION OF CLAIMS

        The Board may establish reasonable procedures for the submission of
claims for indemnification pursuant to this Section 10, determination of the
entitlement of any person thereto and review of any such determination. Such
procedures shall be set forth in an appendix to these Bylaws and shall be deemed
for all purposes to be a part hereof.



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SECTION 11.  AMENDMENTS OR REPEAL

        The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws of this corporation; provided, however, the Board of Directors may
not repeal or amend any bylaw that the stockholders have expressly provided may
not be amended or repealed by the Board of Directors. The stockholders shall
also have the power to adopt, amend or repeal the Bylaws of this corporation.

        Notwithstanding any amendment to Section 10 hereof or repeal of these
Bylaws, or of any amendment or repeal of any of the procedures that may be
established by the Board pursuant to Section 10 hereof, any indemnitee shall be
entitled to indemnification in accordance with the provisions hereof and thereof
with respect to any acts or omissions of such indemnitee occurring prior to such
amendment or repeal.

        The foregoing Bylaws were adopted by the Board of Directors on May 28,
1996 and amended by the Board on April 24, 1998.



                                       /s/ Jeffrey P. Bezos /s/
                                       ---------------------------
                                       Jeffrey P. Bezos, Secretary













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