Bylaws - Macrovision Corp.

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                             MACROVISION CORPORATION

Amended on October 27, 2000



                         AMENDED AND RESTATED BYLAWS OF
                             MACROVISION CORPORATION

                                TABLE OF CONTENTS

                                                                          Page
                                                                         ------

ARTICLE I - OFFICES....................................................    1

      1.01  Principal Office...........................................    1
      1.02  Other Offices..............................................    1

ARTICLE II - MEETINGS OF SHAREHOLDERS..................................    1

      2.01  Place of Meetings..........................................    1
      2.02  Annual Meetings of Stockholders............................    1
      2.03  Special Meetings...........................................    3
      2.04  Notice of Stockholders' Meetings...........................    3
      2.05  Manner of Giving Notice; Affidavit of Notice...............    4
      2.06  Quorum.....................................................    4
      2.07  Adjourned Meeting and Notice Thereof.......................    4
      2.08  Voting.....................................................    5
      2.09  Waiver of Notice or Consent by Absent Stockholders.........    5
      2.10  Stockholder Action by Written Consent Without a Meeting ...    5
      2.11  Record Date for Stockholder Notice, Voting and Giving
             Consents..................................................    6
      2.12  Proxies....................................................    6
      2.13  Inspectors of Election.....................................    6

ARTICLE III - DIRECTORS................................................    7

      3.01  Powers.....................................................    7
      3.02  Number and Qualification of Directors......................    8
      3.03  Election and Term of Office of Directors...................    8
      3.04  Vacancies..................................................    8
      3.05  Place of Meetings and Telephonic Meetings..................    9
      3.06  Annual Meetings............................................    9
      3.07  Other Regular Meetings.....................................    9
      3.08  Special Meetings...........................................    9
      3.09  Quorum.....................................................    10
      3.10  Waiver of Notice...........................................    10
      3.11  Adjournment................................................    10
      3.12  Notice of Adjournment......................................    10
      3.13  Action Without Meeting.....................................    10
      3.14  Fees and Compensation of Directors.........................    10

ARTICLE IV - COMMITTEES ...............................................    11
      4.01  Committees of Directors....................................    11
      4.02  Meetings and Action of Committees..........................    11

ARTICLE V - OFFICERS ..................................................    12

      5.01  Officers...................................................    12
      5.02  Election of Officers.......................................    12
      5.03  Subordinate Officers, Etc..................................    12
      5.04  Removal and Resignation of Officers........................    12
      5.05  Vacancies in Offices.......................................    12
      5.06  Chairman of the Board......................................    12
      5.07  President..................................................    13
      5.08  Vice Presidents............................................    13
      5.09  Secretary..................................................    13
      5.10  Chief Financial Officer....................................    14

ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS,
              EMPLOYEES AND OTHER AGENTS...............................    14

      6.01  Agents, Proceedings and Expenses...........................    14
      6.02  Actions Other Than by the Corporation......................    14
      6.03  Actions by the Corporation.................................    15
      6.04  Successful Defense by Agent................................    15
      6.05  Required Approval..........................................    16
      6.06  Advance of Expenses........................................    17
      6.07  Other Contractual Rights...................................    17
      6.08  Limitations................................................    18
      6.09  Insurance..................................................    18
      6.10  Fiduciaries of Corporate Employee Benefit Plans............    18
      6.11  Other Indemnification......................................    18

ARTICLE VII - RECORDS AND REPORTS .....................................    19

      7.01  Maintenance and Inspection of Share Register...............    19
      7.02  Maintenance and Inspection of Bylaws.......................    19
      7.03  Maintenance and Inspection of Other Corporate Records......    19
      7.04  Inspection by Directors....................................    19
      7.05  Annual Report to Stockholders..............................    19

ARTICLE VIII - GENERAL CORPORATE MATTERS ..............................    20

      8.01  Record Date for Purposes Other Than Notice and Voting......    20
      8.02  Checks, Drafts, Evidences of Indebtedness..................    20
      8.03  Corporate Contracts and Instruments; How Executed..........    20
      8.04  Certificates for Shares....................................    20
      8.05  Lost Certificates..........................................    21
      8.06  Representation of Shares of Other Corporations.............    21
      8.07  Construction and Definitions...............................    21

ARTICLE IX - AMENDMENTS ...............................................    21



                                  CONFIDENTIAL
                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                             MACROVISION CORPORATION

                                    ARTICLE I
                                     OFFICES

      1.01 Principal Office. The Board of Directors shall fix the location of
the principal executive office of the corporation at any place within or outside
the State of Delaware.

      1.02 Other Offices. The Board of Directors may at any time establish
branch or subordinate offices at any place or places where the corporation is
qualified to do business.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

      2.01 Place of Meetings. Meetings of stockholders shall be held at any
place within or outside the State of Delaware designated by the Board of
Directors. In the absence of any such designation, stockholders' meetings shall
be held at the principal executive office of the corporation.

      2.02 Annual Meetings of Stockholders. The annual meeting of stockholders
shall be held each year on a date and at a time designated by the Board of
Directors. At each annual meeting, directors shall be elected, and any other
proper business may be transacted.

            At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than one hundred twenty
(120) calendar days in advance of the date specified in the corporation's proxy
statement release to stockholders in connection with the previous year's annual
meeting of stockholders; provided, however, that in the event that no annual
meeting was held in the previous year or the date of the annual meeting has been
changed by more than thirty (30) days from the date contemplated at the time of
the previous year's proxy statement, notice by the stockholder to be timely must
be so received a reasonable time before the solicitation is made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting: (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the corporation which are
beneficially owned by the stockholder, (iv) any material interest of the
stockholder in such business and (v) any other information that is required to
be provided by the stockholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a
proponent to a stockholder proposal. Notwithstanding the foregoing, in order to
include information with respect to a stockholder proposal in the proxy
statement and form of proxy for a stockholder's meeting, stockholders must
provide notice as required by the regulations promulgated under the 1934 Act.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph. The chairman of the annual meeting shall, if the facts
warrant, determine and declare at the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this
paragraph, and, if he or she should so determine, he or she shall so declare at
the meeting that any such business not properly brought before the meeting shall
not be transacted.

      Only persons who are nominated in accordance with the procedures set forth
in this paragraph shall be eligible for election as Directors. Nominations of
persons for election to the Board of Directors of the corporation may be made at
a meeting of stockholders by or at the direction of the Board of Directors or by
any stockholder of the corporation entitled to vote in the election of Directors
at the meeting who complies with the notice procedures set forth in this
paragraph. Such nominations, other than those made by or at the direction of the
Board of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the corporation in accordance with the provisions of the second
paragraph of this Section. Timely notice shall also be given of any
stockholder's intention to cumulate votes in the election of Directors at a
meeting if cumulative voting is available. Such stockholder's notice shall set
forth (i) as to each persons, if any, whom the stockholder proposes to nominate
for election or re-election as a Director: (A) the name, age, business address
and residence address of such person, (B) the principal occupation or employment
of such person, (C) the class and number of shares of the corporation which are



beneficially owned by such person, if any, (D) a description of all arrangements
or understandings between the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nominations are
to be made by the stockholder, and (E) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of Directors, or is otherwise required, in each case pursuant to Regulation 14A
under the 1934 Act (including without limitation such person's written consent
to being named in the proxy statement, if any, as a nominee and to serving as a
Director if elected); and (ii) as to such stockholder giving notice, the
information required to be provided pursuant to the second paragraph of this
Section and, if cumulative voting is available to such stockholder, whether such
stockholder intends to request cumulative voting in the election of Directors at
the meeting. At the request of the Board of Directors, any person nominated by a
stockholder for election as a Director shall furnish to the Secretary of the
corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a Director of the corporation unless nominated in accordance
with the procedures set forth in this paragraph. The chairman of the meeting
shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
Bylaws, and if he or she should so determine, he or she shall so declare at the
meeting, and the defective nomination shall be disregarded.

      2.03 Special Meetings. A special meeting of the stockholders may be called
at any time by the Board of Directors, or by the Chairman of the Board, or by
the President, or by one or more stockholders holding shares in the aggregate
entitled to cast not less than twenty percent (20%) of the entire capital stock
of the corporation issued and outstanding and entitled to vote.

            If a special meeting is called by any person or persons other than
the Board of Directors, the request shall be in writing, specifying the time of
such meeting and the nature of the business proposed to be transacted, and shall
be delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the Chairman of the Board, the President, any Vice
President or the Secretary of the corporation. The officer receiving such
request forthwith shall cause notice to be given to the stockholders entitled to
vote, in accordance with the provisions of Sections 2.04 and 2.05, that a
meeting will be held at the time requested by the person or persons calling the
meeting, not less than thirty-five (35) nor more than sixty (60) days after the
receipt of the request. If the notice is not given within twenty (20) days after
receipt of the request, the person or persons requesting the meeting may give
the notice. Nothing contained in this paragraph of this Section 2.03 shall be
construed as limiting, fixing or affecting the time when a meeting of
stockholders called by action of the Board of Directors may be held. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

      2.04 Notice of Stockholders' Meetings. All notices of meetings of
stockholders shall be sent or otherwise given in accordance with Section 2.05
not less than ten (10) nor more than sixty (60) days before the date of the
meeting being noticed. The notice shall specify the place, date and hour of the
meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted, or (ii) in the case of the annual meeting those
matters which the Board of Directors, at the time of giving the notice, intends
to present for action by the stockholders. The notice of any meeting at which
directors are to be elected shall include the name of any nominee or nominees
which, at the time of the notice, management intends to present for election.

            If action is proposed to be taken at any meeting for approval of (i)
a contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 144 of the General Corporation Law of Delaware,
(ii) an amendment of the Articles of Incorporation, pursuant to Section 242 of
such Law, (iii) a reorganization of the corporation, pursuant to Section 251 of
such Law, (iv) a voluntary dissolution of the corporation, pursuant to Section
275 of such Law, the notice shall also state the general nature of such
proposal.

      2.05 Manner of Giving Notice; Affidavit of Notice. Notice of any meeting
of stockholders shall be given either personally or by first-class mail or
telegraphic or other written communication, charges prepaid, addressed to the
stockholder at the address of such stockholder appearing on the books of the
corporation or given by the stockholder to the corporation for the purpose of
notice. If no such address appears on the corporation's books or has been so
given, notice shall be deemed to have been given if sent by first-class mail or
telegraphic or other written communication to the corporation's principal
executive office, or if published at least once in a



newspaper of general circulation in the county where such office is located.
Notice shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by telegram or other means of written
communication.

            If any notice addressed to a stockholder at the address of such
stockholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the stockholder
at such address, all future notices or reports shall be deemed to have been duly
given without further mailing if the same shall be available to the stockholder
upon written demand of the stockholder at the principal executive office of the
corporation for a period of one (1) year from the date of the giving of such
notice.

            An affidavit of the mailing or other means of giving any notice of
any stockholders' meeting shall be executed by the Secretary, Assistant
Secretary or any transfer agent of the corporation giving such notice, and shall
be filed and maintained in the minute book of the corporation.

      2.06 Quorum. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of stockholders shall
constitute a quorum for the transaction of business. The stockholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

      2.07 Adjourned Meeting and Notice Thereof. Any stockholders' meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of the majority of the shares represented at such
meeting, either in person or by proxy, but in the absence of a quorum, no other
business may be transacted at such meeting, except as provided in Section 2.06.

            When any meeting of stockholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than forty-five (45) days from the
date set for the original meeting, in which case the Board of Directors shall
set a new record date. Notice of any such adjourned meeting, if required, shall
be given to each stockholder of record entitled to vote at the adjourned meeting
in accordance with the provisions of Sections 2.04 and 2.05. At any adjourned
meeting, the corporation may transact any business which might have been
transacted at the original meeting.

      2.08 Voting. The stockholders entitled to vote at any meeting of
stockholders shall be determined in accordance with the provisions of Section
2.11, subject to the provisions of Section 217 of the General Corporation Law of
Delaware (relating to voting shares held by a fiduciary, in the name of a
corporation or in joint ownership). Such vote may be by voice vote or by ballot;
provided, however, that all elections for directors must be by ballot upon
demand by a stockholder at any election and before the voting begins. Any
stockholder entitled to vote on any matter (other than the election of
directors) may vote part of the shares in favor of the proposal and refrain from
voting the remaining shares or vote them against the proposal, but, if the
stockholder fails to specify the number of shares such stockholder is voting
affirmatively, it will be conclusively presumed that the stockholder's approving
vote is with respect to all shares such stockholder is entitled to vote. If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on any matter (other than the
election of directors) shall be the act of the stockholders, unless the vote of
a greater number or voting by classes is required by the General Corporation Law
of Delaware or the Articles of Incorporation.

      2.09 Waiver of Notice or Consent By Absent Stockholders. The transactions
of any meeting of stockholders, either annual or special, however called and
noticed, and wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum be present either in person or
by proxy, and if, either before or after the meeting, each person entitled to
vote, not present in person or by proxy, signs a written waiver of notice or a
consent to a holding of the meeting, or an approval of the minutes thereof. The
waiver of notice or consent need not specify either the business to be
transacted or the purpose of any annual or special



meeting of stockholders, except that if action is taken or proposed to be taken
for approval of any of those matters specified in the second paragraph of
Section 2.04, the waiver of notice or consent shall state the general nature of
such proposal. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

            Attendance of a person at a meeting shall also constitute a waiver
of notice of such meeting, except when the person objects, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened, and except that attendance at the meeting is not a
waiver of any right to object to the consideration of matters not included in
the notice of the meeting if such objection is expressly made at the meeting.

      2.10 Stockholder Action By Written Consent Without a Meeting. No action
shall be taken by the stockholders of the corporation except at an annual or
special meeting of stockholders called in accordance with these Bylaws, and no
action shall be taken by the stockholders by written consent.

      2.11 Record Date for Stockholder Notice and Voting. For purposes of
determining the stockholders entitled to notice of any meeting or to vote, the
Board of Directors may fix, in advance, a record date, which shall not be more
than sixty (60) days nor less than ten (10) days prior to the date of any such
meeting, and in such case only stockholders of record on the date so fixed are
entitled to notice and to vote, as the case may be, notwithstanding any transfer
of any shares of the books of the corporation after the record date fixed as
aforesaid, except as otherwise provided in the General Corporation Law of
Delaware.

            If the Board of Directors does not so fix a record date, the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the business day next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the business day next preceding the day on which the meeting is
held.

      2.12 Proxies. Every person entitled to vote for directors or on any other
matter shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the Secretary
of the corporation. A proxy shall be deemed signed if the stockholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the stockholder or the stockholder's
attorney-in-fact. A validly executed proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) revoked by the
person executing it, prior to the vote pursuant thereto, by a writing delivered
to the corporation stating that the proxy is revoked or by a subsequent proxy
executed by, or attendance at the meeting and voting in person by, the person
executing the proxy; or (ii) written notice of the death or incapacity of the
maker of such proxy is received by the corporation before the vote pursuant
thereto is counted; provided, however, that no such proxy shall be valid after
the expiration of three (3) years from the date of such proxy, unless otherwise
provided in the proxy. The revocability of a proxy that states on its face that
it is irrevocable shall be governed by the provisions of Sections 212(c) and 218
of the General Corporation Law of Delaware.

      2.13 Inspectors of Election. Before any meeting of stockholders, the Board
of Directors may appoint any persons other than nominees for office to act as
inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the chairman of the meeting may, and on the request
of any stockholder or a stockholder's proxy shall, appoint inspectors of
election at the meeting. The number of inspectors shall be either one (1) or
three (3). If inspectors are appointed at a meeting on the request of one or
more stockholders or proxies, the holders of a majority of shares or their
proxies present at the meeting shall determine whether one (1) or three (3)
inspectors are to be appointed. If any person appointed as inspector fails to
appear or fails or refuses to act, the chairman of the meeting may, and upon the
request of any stockholder or a stockholder's proxy shall, appoint a person to
fill such vacancy.

            The duties of these inspectors shall be as follows:

            (a) Determine the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of a quorum, and
the authenticity, validity and effect of proxies;



            (b) Receive votes, ballots or consents;

            (c) Hear and determine all challenges and questions in any way
arising in connection with the right to vote;

            (d) Count and tabulate all votes or consents;

            (e) Determine when the polls shall close;

            (f) Determine the result; and

            (g) Do any other acts that may be proper to conduct the election or
vote with fairness to all stockholders.

                                   ARTICLE III
                                    DIRECTORS

      3.01 Powers. Subject to the provisions of the General Corporation Law of
Delaware and any limitations in the Articles of Incorporation and these Bylaws
relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board of Directors.

            Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the directors shall have the
power and authority to:

            (a) Select and remove all officers, agents and employees of the
corporation, prescribe such powers and duties for them as may not be
inconsistent with law, the Articles of Incorporation or these Bylaws, fix their
compensation and require from them security for faithful service.

            (b) Change the principal executive office or the principal business
office in the State of Delaware from one location to another; cause the
corporation to be qualified to do business in any other state, territory,
dependency or foreign country and conduct business within or outside the State
of Delaware; designate any place within or without the state for the holding of
any stockholders' meeting or meetings, including annual meetings; adopt, make
and use a corporate seal, and prescribe the forms of certificates of stock, and
alter the form of such seal and of such certificates from time to time as in
their judgment they may deem best, provided that such forms shall at all times
comply with the provisions of law.

            (c) Authorize the issuance of shares of stock of the corporation
from time to time, upon such terms as may be lawful, in consideration of money
paid, labor done or services actually rendered, debts or securities cancelled or
tangible or intangible property actually received.

            (d) Borrow money and incur indebtedness for the purposes of the
corporation, and cause to be executed and delivered therefor, in the corporate
name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations or other evidences of debt and securities therefor.

      3.02 Number of Directors. The number of directors of the corporation shall
be not less than five (5) nor more than nine (9). The exact number of directors
shall be seven (7) until changed, within the limits specified above, by a
resolution adopted by a majority of the board of directors.

      3.03 Election and Term of Office of Directors. Directors shall be elected
at each annual meeting of the stockholders to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.



      3.04 Vacancies. Vacancies in the Board of Directors may be filled by
approval of the Board or, if the number of directors then in office is less than
a quorum, by (i) the unanimous written consent of the directors then in office,
(ii) the affirmative vote of a majority of the directors then in office at a
meeting held pursuant to notice or waivers of notice complying with Section 3.10
or (iii) a sole remaining director, except that a vacancy created by the removal
of a director by the vote or written consent of the stockholders or by court
order may be filled only by the vote of a majority of the shares entitled to
vote represented at a duly held meeting at which a quorum is present, or by the
written consent of holders of a majority of the outstanding shares entitled to
vote. Each director so elected shall hold office until the next annual meeting
of the stockholders and until a successor has been elected and qualified.

            A vacancy or vacancies in the Board of Directors shall be deemed to
exist in the case of the death, resignation or removal of any director, or if
the Board of Directors by resolution declares vacant the office of a director
who has been declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number of directors be increased, or if the
stockholders fail, at any meeting of stockholders at which any director or
directors are elected, to elect the full authorized number of directors to be
voted for at that meeting.

            The stockholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors.

            Any director may resign upon giving written notice to the Chairman
of the Board, the President, the Secretary or the Board of Directors. A
resignation shall be effective upon the giving of the notice, unless the notice
specifies a later time for its effectiveness. If the resignation of a director
is effective at a future time, the Board of Directors may elect a successor to
take office when the resignation becomes effective.

            No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.

      3.05 Place of Meetings and Telephonic Meetings. Regular meetings of the
Board of Directors may be held at any place within or without the State that has
been designated from time to time by resolution of the Board. In the absence of
such designation, regular meetings shall be held at the principal executive
office of the corporation. Special meetings of the Board shall be held at any
place within or without the State that has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice, at the
principal executive office of the corporation. Any meeting, regular or special,
may be held by conference telephone or similar communication equipment, so long
as all directors participating in such meeting can hear one another, and all
such directors shall be deemed to be present in person at such meeting.

      3.06 Annual Meetings. Immediately following each annual meeting of
stockholders, the Board of Directors shall hold a regular meeting for the
purpose of organization, any desired election of officers and the transaction of
other business. Notice of this meeting shall not be required.

      3.07 Other Regular Meetings. Other regular meetings of the Board of
Directors shall be held without call at such time as shall from time to time be
fixed by the Board of Directors. Such regular meetings may be held without
notice.

      3.08 Special Meetings. Special meetings of the Board of Directors for any
purpose or purposes may be called at any time by the Chairman of the Board or
the President or any Vice President or Secretary or any two (2) directors.

            Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at his or her address as
it is shown upon the records of the corporation. In case such notice is mailed,
it shall be deposited in the United States mail at least four (4) days prior to
the time of the holding of the meeting. In case such notice is delivered
personally, or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least forty-eight (48) hours prior to
the time of the holding of the meeting. Any oral notice given personally or by



telephone may be communicated to either the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. The notice need not specify the
purpose of the meeting or the place if the meeting is to be held at the
principal executive office of the corporation.

      3.09 Quorum. A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors, subject to the provisions of
Section 144 of the General Corporation Law of Delaware (approval of contracts or
transactions in which a director has a direct or indirect material financial
interest), Section 141(c) (appointment of committees), and Section 145
(indemnification of directors). A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of directors,
if any action taken is approved by at least a majority of the required quorum
for such meeting.

      3.10 Waiver of Notice. The transactions of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice if a quorum be
present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, a consent to holding the meeting or an
approval of the minutes thereof. The waiver of notice or consent need not
specify the purpose of the meeting. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting. Notice of a meeting shall also be deemed given to any director who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director.

      3.11 Adjournment. A majority of the directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.

      3.12 Notice of Adjournment. Notice of the time and place of holding an
adjourned meeting need not be given, unless the meeting is adjourned for more
than twenty-four (24) hours, in which case notice of such time and place shall
be given prior to the time of the adjourned meeting, in the manner specified in
Section 3.08, to the directors who were not present at the time of the
adjournment.

      3.13 Action Without Meeting. Any action required or permitted to be taken
by the Board of Directors may be taken without a meeting, if all members of the
Board shall individually or collectively consent in writing to such action. Such
action by written consent shall have the same force and effect as a unanimous
vote of the Board of Directors. Such written consent or consents shall be filed
with the minutes of the proceedings of the Board.

      3.14 Fees and Compensation of Directors. Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement of expenses, as may be fixed or determined by resolution of the
Board of Directors. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee or otherwise, and receiving compensation for such services.

                                   ARTICLE IV
                                   COMMITTEES

      4.01 Committees of Directors. The Board of Directors may, by resolution
adopted by a majority of the authorized number of directors, designate one (1)
or more committees, each consisting of two (2) or more directors, to serve at
the pleasure of the Board. The Board may designate one (1) or more directors as
alternate members of any committee, who may replace any absent member at any
meeting of the committee. Any such committee, to the extent provided in the
resolution of the Board, shall have all the authority of the Board, except with
respect to:

            (a) the approval of any action which, under the General Corporation
Law of Delaware, also requires stockholders' approval or approval of the
outstanding shares;

            (b) the filling of vacancies on the Board of Directors or in any
committee;



            (c) the fixing of compensation of the directors for serving on the
Board or on any committee;

            (d) the amendment or repeal of Bylaws or the adoption of new Bylaws;

            (e) the amendment or repeal of any resolution of the Board of
Directors which by its express terms is not so amenable or repeatable;

            (f) a distribution to the stockholders of the corporation, except at
a rate or in a periodic amount or within a price range determined by the Board
of Directors; or

            (g) the appointment of any other committees of the Board of
Directors or members thereof.

      4.02 Meetings and Action of Committees. Meetings and actions of committees
shall be governed by, and held and taken in accordance with, the provisions of
Article III of these Bylaws, Section 3.05 (place of meetings), 3.07 (regular
meetings), 3.08 (special meetings and notice), 3.09 (quorum), 3.10 (waiver of
notice), 3.11 (adjournment), 3.12 (notice of adjournment) and 3.13 (action
without meeting), with such changes in the context of those Bylaws as are
necessary to substitute the committee and its members for the Board of Directors
and its members, except that the time of regular meetings of committees may be
determined by resolution of the Board of Directors as well as the committee,
special meetings of committees may also be called by resolution of the Board of
Directors and notice of special meetings of committees shall also be given to
all alternate members, who shall have the right to attend all meetings of the
committee. The Board of Directors may adopt rules for the government of any
committee not inconsistent with the provisions of these Bylaws.

                                    ARTICLE V
                                    OFFICERS

      5.01 Officers. The officers of the corporation shall be a President, a
Secretary and Chief Financial Officer. The corporation may also have, at the
discretion of the Board of Directors, a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers
and such other officers as may be appointed in accordance with the provisions of
Section 5.03. Any number of offices may be held by the same person.

      5.02 Election of Officers. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 5.03,
shall be chosen by the Board of Directors, and each shall serve at the pleasure
of the Board, subject to the rights, if any, of an officer under any contract of
employment.

      5.03 Subordinate Officers, Etc. The Board of Directors may appoint, and
may empower the President to appoint, such other officers as the business of the
corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in the Bylaws or as the
Board of Directors may from time to time determine.

      5.04 Removal and Resignation of Officers. Subject to the rights, if any,
of an officer under any contract of employment, any officer may be removed,
either with or without cause, by the Board of Directors, at any regular or
special meeting thereof, or, except in case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors.

            Any officer may resign at any time by giving written notice to the
corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. Any such resignation is without prejudice to the rights, if
any, of the corporation under any contract to which the officer is a party.



      5.05 Vacancies in Offices. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointments to such office.

      5.06 Chairman of the Board. The Chairman of the Board, if such an officer
be elected, shall, if present, preside at all meetings of the Board of Directors
and exercise and perform such other powers and duties as may be from time to
time assigned to him by the Board of Directors or prescribed by the Bylaws. If
there is no President, the Chairman of the Board shall, in addition, be the
Chief Executive Officer of the corporation and shall have the powers and duties
prescribed in Section 5.07.

      5.07 President. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board, if there be such
an officer, the President shall be the Chief Executive Officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and the officers of
the corporation. He shall preside at all meetings of the stockholders and, in
the absence of the Chairman of the Board, or if there be none, at all meetings
of the Board of Directors. He shall have the general powers and duties of
management usually vested in the office of President of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or the Bylaws.

      5.08 Vice Presidents. In the absence or disability of the President, the
Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors or, if not ranked, a Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
President. 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 of Directors or the Bylaws, the President or the Chairman of the Board
if there is no President.

      5.09 Secretary. The Secretary shall keep, or cause to be kept, at the
principal executive office or such other place as the Board of Directors may
order, a book of minutes of all meetings and actions of directors, committees of
directors and stockholders, with the time and place of holding, whether regular
or special, and, if special, how authorized, the notice thereof given, the names
of those present at directors' and committee meetings, the number of shares
present or represented at stockholders' meetings, and the proceedings thereof.

            The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the Board of Directors, a share
register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

            The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors required by the
Bylaws or by law to be given, and he shall keep the seal of the corporation, if
one be adopted, in a safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or by the
Bylaws.

      5.10 Chief Financial Officer. The Chief Financial Officer shall keep and
maintain, or cause to be kept and maintained, adequate and correct books and
records of accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings and shares. The books
of account shall be open at all reasonable times to inspection by any director.

            The Chief Financial Officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as may be designated by the Board of Directors. He shall disburse
the funds of the corporation as may be ordered by the Board of Directors, shall
render to the President and directors, whenever they request it, an account of
all of his transactions as Chief Financial Officer and of the financial
condition of the corporation, and shall have other powers and perform such other
duties as may be prescribed by the Board of Directors or the Bylaws.



                                   ARTICLE VI
                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                           EMPLOYEES AND OTHER AGENTS

      6.01 General. The corporation, to the maximum extent permitted by the
General Corporation Law of Delaware, shall indemnify any person who was or is a
party or is threatened to be made a party to any contemplated, pending or
completed action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing or any other proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) ("Proceeding") in whole or in part attributable to (a)
the fact that he is or was a director or officer of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise ("Indemnitee"), or (b) anything done or not done
by such Indemnitee in any such capacity, against expenses (including attorneys'
fees) and losses, claims, liabilities, judgments, fines and amounts paid in
settlement incurred by him or on his behalf in connection with such Proceeding
("Losses") 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 Proceeding, had no reasonable cause to believe his conduct was
unlawful.

            6.02. Actions by or in the Right of the Corporation. The corporation
shall, to the maximum extent permitted by the General Corporation Law of
Delaware, indemnify any person who was or is made a party or is threatened to be
made a party to any contemplated, pending, or completed Proceeding brought by or
in the right of the corporation to procure a judgment in its favor in whole or
in part attributable to (a) the fact that he is or was a director or officer of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (also an "Indemnitee") or (b) anything done
or not done by such Indemnitee in any such capacity against expenses (including
attorneys' fees) and Losses actually incurred by him or on his behalf in
connection with 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. Notwithstanding the foregoing, no indemnification shall be made in
respect of any claim, issue or matter as to which Indemnitee shall have been
adjudged to be liable to the corporation if the General Corporation Law of
Delaware expressly prohibits such indemnification unless and only to the extent
that the Court of Chancery of the State of Delaware or the court in which such
action or suit was brought, or is pending, shall determine that indemnification
may nevertheless be made under the circumstances.

            6.03 Indemnification in Certain Cases. Notwithstanding any other
provision of this Article VI, to the extent that an Indemnitee has been wholly
successful on the merits or otherwise absolved in any Proceeding referred to in
Section 6.01 or 6.02 on any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) incurred by him or on
his behalf in connection therewith. If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Proceeding, the corporation
shall indemnify Indemnitee, to the maximum extent permitted by law, against
expenses (including attorneys' fees) actually incurred by Indemnitee in
connection with each successfully resolved claim, issue or matter. For purposes
of this Section 6.03 and without limitation, the termination of any such claim,
issue or matter by dismissal with or without prejudice shall be deemed to be a
successful resolution as to such claim, issue or matter.

            6.04 Procedure. (a) Any indemnification under Section 6.01 and 6.02
(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 Indemnitee
is proper (except that the right of Indemnitee to receive payments pursuant to



Section 6.05 shall not be subject to this Section 6.04) in the circumstances
because he has met the applicable standard of conduct set forth in such Sections
6.01 and 6.02. When seeking indemnification, Indemnitee shall submit a written
request for indemnification to the corporation. Such requests shall include
documentation or information which is necessary for the corporation to make a
determination of Indemnitee's entitlement to indemnification and is reasonably
available to Indemnitee. The Secretary of the corporation shall, promptly upon
receipt of Indemnitee's request for indemnification, advise the Board of
Directors that Indemnitee has made such request for indemnification.

            (b) The entitlement of Indemnitee to indemnification shall be
determined in the specific case by a majority vote of a quorum of the Board of
Directors consisting of Disinterested Directors, except that such determination
shall be made by Independent Legal Counsel, if either such a quorum is not
obtainable or the Board of Directors, by the majority vote of Disinterested
Directors, so directs.

            (c) In the event the determination of entitlement is to be made by
Independent Legal Counsel, such Independent Legal Counsel shall be selected by
the Board of Directors and approved by Indemnitee. Upon failure of the Board of
Directors to so select such Independent Legal Counsel or upon failure of
Indemnitee to so approve, such Independent Legal Counsel shall be selected by
the Chancellor of the State of Delaware or such other person as such Chancellor
shall designate to make such selection.

            (d) If the Board of Directors or Independent Legal Counsel shall
have determined (which determination, in the case of Independent Counsel, shall
be in the form of a written opinion stating that the facts known to such
Independent Counsel demonstrate clearly and convincingly that Indemnitee acted
in bad faith or in a manner that Indemnitee did not believe to be in or not
opposed to the best interest of the corporation) that Indemnitee is not entitled
to indemnification to the full extent of Indemnitee's request, Indemnitee shall
have the right to seek entitlement to indemnification in accordance with the
procedures set forth in Section 6.06.

            (e) If the person or persons empowered pursuant to Section 6.04(b)
to make a determination with respect to entitlement to indemnification shall
have failed to make the requested determination within 90 days after receipt by
the Corporation of such request, the requisite determination of entitlement to
indemnification shall be deemed to have been made and Indemnitee shall be
absolutely entitled to such indemnification, absent (i) misrepresentation by
Indemnitee of a material fact in the request for indemnification or (ii) a final
judicial determination that all or any part of such indemnification is expressly
prohibited by law.

            (f) The termination of any Proceeding by judgment, order, settlement
or conviction, or upon a plea of nolo contenders or its equivalent, shall not,
of itself, adversely affect the rights of Indemnitee to indemnification
hereunder except as may be specifically provided herein, or create a presumption
that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the
corporation or create a presumption that (with respect to any criminal action or
proceeding) Indemnitee had reasonable cause to believe that Indemnitee's conduct
was unlawful.

            (g) For purposes of any determination of good faith hereunder, to
the fullest extent permitted by General Corporation Law of Delaware, Indemnitee
shall be deemed to have acted in good faith if Indemnitee's action is based on
the records or books of account of the corporation or an Affiliate, including
financial statements, or on information supplied to Indemnitee by the officers
of the corporation or an Affiliate in the course of their duties, or on the
advice of legal counsel for the corporation or an Affiliate or on information or
records given or reports made to the corporation or an Affiliate by an
independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the corporation or an Affiliate. The provisions
of this Section 6.04(g)



shall not be deemed to be exclusive or to limit in any way the other
circumstances in which the Indemnitee may be deemed to have met the applicable
standard of conduct set forth in these Bylaws.

            6.05 Advances for Expenses and Costs. All expenses (including
attorneys' fees) incurred by or on behalf of Indemnitee in connection with any
Proceeding shall be paid by the corporation, as incurred, in advance of the
final disposition of such Proceeding within twenty (20) days after the receipt
by the corporation of a statement or statements from Indemnitee requesting from
time to time such advance or advances whether or not a determination to
indemnify has been made under Section 6.04. Such statement or statements shall
evidence such expenses incurred by Indemnitee in connection therewith and shall
include or be accompanied by a written undertaking by or on behalf of Indemnitee
to repay such amount if it shall ultimately be determined that Indemnitee is not
entitled to be indemnified therefor pursuant to the terms of this Article VI.

            6.06 Remedies in Cases of Determination not to Indemnify or to
Advance Expenses. (a) In the event that (i) a determination is made that
Indemnitee is not entitled to indemnification hereunder, (ii) advances are not
made pursuant to Section 6.05 or (iii) payment has not been timely made
following a determination of entitlement to indemnification pursuant to Section
6.04, Indemnitee shall be entitled to seek a final adjudication in an
appropriate court of the State of Delaware or any other court of competent
jurisdiction of Indemnitee's entitlement to such indemnification or advance.

            (b) In the event a determination has been made in accordance with
the procedures set forth in Section 6.04, in whole or in part, that Indemnitee
is not entitled to indemnification, any judicial proceeding referred to in
Section 6.06(a) shall be de novo and Indemnitee shall not be prejudiced by
reason of any such prior determination that Indemnitee is not entitled to
indemnification.

            (c) If a determination is made or deemed to have been made pursuant
to the terms of Sections 6.04 or 6.06 that Indemnitee is entitled to
indemnification, the corporation shall be bound by such determination in any
judicial proceeding in the absence of (i) a misrepresentation of a material fact
by Indemnitee or (ii) a final judicial determination that all or any part of
such indemnification is expressly prohibited by law.

            (d) To the extent deemed appropriate by the court, interest shall be
paid by the corporation to Indemnitee at a reasonable interest rate for amounts
which the corporation indemnifies or is obliged to indemnify Indemnitee for the
period commencing with the date on which Indemnitee requested indemnification
(or reimbursement or advancement of expenses) and ending with the date on which
such payment is made to Indemnitee by the corporation.

            6.07 Rights Non-Exclusive. The rights of indemnification and
advancement of expenses provided by, or granted pursuant to, this Article VI
shall not be deemed exclusive of any other rights to which any person seeking
indemnification or advancement of expenses may be entitled under any law, the
Certificate of Incorporation or Bylaws of the corporation, any agreement, a vote
of stockholders or resolution of directors of otherwise, and the corporation
may, by action of the Board of Directors from time to time, enter into
indemnification agreements with its directors, officers, employees and agents.
No amendment, alteration, rescission or replacement of these Bylaws or any
provision hereof shall be effective as to Indemnitee with respect to any action
taken or omitted by such Indemnitee in Indemnitee's position with the
corporation or an affiliate or any other entity which Indemnitee is or was
serving at the request of the corporation prior to such amendment, alteration,
rescission or replacement.



            6.08 Insurance. The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article VI.

            6.09 Survival of Rights. The indemnification and advancement of
expenses provided by, or granted pursuant to this Article VI shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

            6.10 Indemnification of Employees and Agents of the Corporation. The
corporation may, by action of the Board of Directors from time to time, grant
rights to indemnification and advancement of expenses to employees and agents of
the corporation with the same scope and effect as the provisions of this Article
VI with respect to the indemnification of directors and officers of the
corporation.

            6.11 Definitions. For purposes of this Article VI:

            (a) "Affiliate" includes any corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise directly or indirectly
owned by the corporation.

            (b) "corporation" includes all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation so
that any person who is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article VI with respect to the resulting
or surviving corporation as he would if he had served the resulting or surviving
corporation in the same capacity.

            (c) "Disinterested Director" shall mean a director of the
corporation who is not or was not a party to the Proceeding in respect of which
indemnification is being sought by Indemnitee.

            (d) "Independent Legal Counsel" shall mean a law firm or lawyer that
neither is presently nor in the past five years has been retained to represent:
(i) the corporation or Indemnitee in any matter material to either such party or
(ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term `Independent
Counsel" shall not include any firm or person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of
interest in representing either the corporation or Indemnitee in an action to
determine Indemnitee's right to indemnification under theseBylaws. All fees and
expenses of the Independent Counsel incurred in connection with acting pursuant
to these Bylaws shall be borne by the corporation.

                                   ARTICLE VII
                               RECORDS AND REPORTS

      7.01 Maintenance and Inspection of Share Register. The corporation shall
keep at its principal executive office, or at the office of its transfer agent
or registrar, if either be appointed and as determined by resolution of the
Board of Directors, a record of its stockholders, giving the names and addresses
of all stockholders and the number and class of shares held by each stockholder.



      7.02 Maintenance and Inspection of Bylaws. The corporation shall keep at
its principal executive office, or if its principal executive office is not in
this State, at its principal business office in this State, the original or a
copy of the Bylaws as amended to date, which shall be open to inspection by the
stockholders at all reasonable times during office hours. If the principal
executive office of the corporation is outside this State and the corporation
has no principal business office in this State, the Secretary shall, upon the
written request of any stockholder, furnish to such stockholder a copy of the
Bylaws as amended to date.

      7.03 Maintenance and Inspection of Other Corporate Records. The accounting
books and records and minutes of proceedings of the stockholders and the Board
of Directors and any committee or committees of the Board of Directors shall be
kept at such place or places designated by the Board of Directors, or, in the
absence of such designation, at the principal executive office of the
corporation. The minutes shall be kept in written form and the accounting books
and records shall be kept either in written form or in any other form capable of
being converted into written form. Such minutes and accounting books and records
shall be open to inspection upon the written demand of any stockholder or holder
of a voting trust certificate, at any reasonable time during usual business
hours, for a purpose reasonably related to such holder's interests as a
stockholder or as the holder of a voting trust certificate. Such inspection may
be made in person or by an agent or attorney, and shall include the right to
copy and make extracts. The foregoing rights of inspection shall extend to the
records of each subsidiary corporation of the corporation.

      7.04 Inspection by Directors. Every director shall have the absolute right
at any reasonable time to inspect all books, records and documents of every kind
and the physical properties of the corporation and each of its subsidiary
corporations. Such inspection by a director may be made in person or by agent or
attorney and the right of inspection includes the right to copy and make
extracts.

      7.05 Annual Report to Stockholders. Unless otherwise expressly required by
the General Corporation Law of Delaware, or any other state, any rights to
annual reports to stockholders is hereby expressly waived and dispensed with;
provided, that nothing herein set forth shall be construed to prohibit or
restrict the right of the Board to issue such annual or other periodic reports
to the stockholders of the corporation as they may from time to time consider
appropriate.

                                  ARTICLE VIII
                            GENERAL CORPORATE MATTERS

      8.01 Record Date for Purposes Other Than Notice and Voting. For purposes
of determining the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or entitled to exercise any rights
in respect of any other lawful action (other than action by stockholders by
written consent without a meeting), the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) days prior to any such
action, and in such case only stockholders of record on the date so fixed are
entitled to receive the dividend, distribution or allotment of rights or to
exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date fixed as aforesaid,
except as otherwise provided in the General Corporation Law of Delaware.

            If the Board of Directors does not so fix a record date, 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,
or the sixtieth (60th) day prior to the date of such action, whichever is later.

      8.02 Checks, Drafts, Evidences of Indebtedness. All checks, drafts or
other orders for payment of money, notes or other evidences of indebtedness,
issued in the name of or payable to the corporation, shall be signed or endorsed
by such person or persons and in such manner as, from time to time, shall be
determined by resolution of the Board of Directors.

      8.03 Corporate Contracts and Instruments; How Executed. The Board of
Directors, except as otherwise provided in these Bylaws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute



any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances; and, unless so
authorized or ratified by the Board of Directors or within the agency power of
an officer, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or to any amount.

      8.04 Certificates for Shares. A certificate or certificates for shares of
the capital stock of the corporation shall be issued to each stockholder when
any such shares are fully paid, and the Board of Directors may authorize the
issuance of certificates or shares as partly paid, provided that such
certificates shall state the amount of the consideration to be paid therefor and
the amount paid thereon. All certificates shall be signed in the name of the
corporation by the Chairman of the Board or Vice Chairman of the Board or the
President or Vice President and by the Chief Financial Officer or an Assistant
Treasurer or the Secretary or any Assistant Secretary, certifying the number of
shares and the class or series of shares owned by the stockholder. Any or all of
the signatures on the certificates may be facsimile. 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 were an officer, transfer
agent or registrar at the date of issue.

      8.05 Lost Certificates. Except as hereinafter in this Section 9.05
provided, no new certificates for shares shall be issued in lieu of an old
certificate unless the latter is surrendered to the corporation and cancelled at
the same time. The Board of Directors may in case any share certificate or
certificate for any other security is lost, stolen or destroyed, authorize the
issuance of a new certificate in lieu thereof, upon such terms and conditions as
the Board may require, including provisions for indemnification of the
corporation secured by a bond or other adequate security sufficient to protect
the corporation against any claim that may be made against it, including any
expense or liability, on account of the alleged loss, theft or destruction of
such certificate or the issuance of such new certificate.

      8.06 Representation of Shares of Other Corporations. The Chairman of the
Board, the President, or any Vice President, or any other person authorized by
resolution of the Board of Directors or by any of the foregoing designated
officers, is authorized to vote on behalf of the corporation any and all shares
of any other corporation or corporations, foreign or domestic, standing in the
name of the corporation. The authority herein granted to said officers to vote
or represent on behalf of the corporation any and all shares held by the
corporation in any other corporation or corporations may be exercised by any
such officer in person or by any person authorized to do so by proxy duly
executed by said officer.

      8.07 Construction and Definitions. Unless the context requires otherwise,
the general provisions, rules of construction and definitions in the General
Corporation Law of Delaware shall govern the construction of the Bylaws. Without
limiting the generality of the foregoing, the singular number includes the
plural, the plural number includes the singular, and the term "person" includes
both a corporation and a natural person.

                                   ARTICLE IX
                                   AMENDMENTS

      The Board of Directors may from time to time make, amend, supplement or
repeal these Bylaws; provided, however, that the stockholders may change or
repeal any bylaw adopted by the Board of Directors; and provided, further, that
no amendment or supplement to these Bylaws adopted by the Board of Directors
shall vary or conflict with any amendment or supplement adopted by the
stockholders.