<PAGE>
                                                                     Exhibit 3.4



                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                       UNIVERSAL TECHNICAL INSTITUTE, INC.
                             A DELAWARE CORPORATION

                          [Effective ___________, 2003]

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                                TABLE OF CONTENTS

<TABLE>
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                                                                                        Page
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<S>                                                                                     <C>
1. MEETINGS OF STOCKHOLDERS...........................................................    1
   1.1. Annual Meeting................................................................    1
   1.2. Special Meetings..............................................................    1
   1.3. Place and Time of Meetings....................................................    1
   1.4. Notice of Meeting; Waiver of Notice...........................................    1
   1.5. Quorum; Voting; Validation of Meeting.........................................    2
   1.6. Adjourned Meeting; Notice.....................................................    3
   1.7. Voting........................................................................    4
   1.8. Record Date for Stockholder Notice............................................    4
   1.9. Proxies.......................................................................    5
   1.10.   List of Stockholders.......................................................    5
   1.11.   Notice of Stockholder Nominee..............................................    6
   1.12.   Stockholder Proposals......................................................    7
   1.13.   Public Disclosure; Conduct of Nominations and Proposals by
           Stockholders...............................................................    8
   1.14.   Meeting Required...........................................................    8
   1.15.   Organization...............................................................    8
   1.16.   Inspectors of Election.....................................................    9

2. BOARD OF DIRECTORS.................................................................   10
   2.1. Number, Qualification, Election and Term of Directors.........................   10
   2.2. Quorum and Manner of Acting...................................................   11
   2.3. Place of Meetings.............................................................   11
   2.4. Annual and Regular Meetings...................................................   11
   2.5. Special Meetings..............................................................   11
   2.6. Notice of Meetings; Waiver of Notice..........................................   11
   2.7. Board or Committee Action Without a Meeting...................................   12
   2.8. Participation in Board or Committee Meetings by Conference Telephone..........   12
   2.9. Resignation and Removal of Directors..........................................   12
   2.10.   Vacancies..................................................................   13
   2.11.   Compensation...............................................................   13
   2.12.   Notice to Members of the Board of Directors................................   13
   2.13.   Organization...............................................................   14

3. COMMITTEES.........................................................................   14
   3.1. Audit Committee...............................................................   14
   3.2. Compensation Committee........................................................   14
   3.3. Corporate Governance and Nominating Committee.................................   14
   3.4. Other Committees..............................................................   15
   3.5. Meetings and Action of Committees.............................................   15
   3.6. Election Pursuant to Section 141(c)(2)........................................   15
</TABLE>

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<TABLE>
<S>                                                                                     <C>
4. OFFICERS...........................................................................   15
   4.1. Number; Security..............................................................   15
   4.2. Election; Term of Office; Salaries............................................   16
   4.3. Subordinate Officers..........................................................   16
   4.4. Resignation and Removal of Officers...........................................   16
   4.5. Vacancies.....................................................................   16
   4.6. Chairman of the Board.........................................................   16
   4.7. Vice Chairman of the Board....................................................   16
   4.8. Chief Executive Officer.......................................................   17
   4.9. President.....................................................................   17
   4.10.   Vice President.............................................................   17
   4.11.   Secretary..................................................................   17
   4.12.   Treasurer..................................................................   18
   4.13.   Chief Financial Officer....................................................   19

5. BUSINESS COMBINATION...............................................................   19
   5.1. Vote Required For Certain Business Combinations...............................   19
   5.2. Business Combination Combinations Requiring Only Majority
        Stockholder Approval..........................................................   20
   5.3. Definitions...................................................................   21
   5.4. Fiduciary Obligations.........................................................   24
   5.5. Deliberation By Directors.....................................................   24
   5.6. Amendment.....................................................................   25

6. SHARES.............................................................................   25
   6.1. Shares of the Corporation.....................................................   25
   6.2. Special Designation on Certificates...........................................   25
   6.3. Lost, Stolen, Destroyed and Mutilated Certificates............................   26
   6.4. Stock Records.................................................................   26
   6.5. Transfers.....................................................................   26
   6.6. Regulations Governing Issuance and Transfers of Shares........................   26
   6.7. Transfer Agents and Registrars................................................   27
   6.8. Record Date for Purposes Other Than Notice and Voting.........................   27
   6.9. Stock Repurchases.............................................................   27

7. ELECTION OF CERTAIN STATE LAWS.....................................................   28
   7.1. Election Regarding Certain State Anti-Takeover Laws...........................   28

8. MISCELLANEOUS......................................................................   28
   8.1. Seal..........................................................................   28
   8.2. Fiscal Year...................................................................   28
   8.3. Voting of Shares in Other Corporations........................................   28
   8.4. Checks; Drafts; Evidences of Indebtedness.....................................   29
   8.5. Corporate Contracts and Instruments; How Executed.............................   29
   8.6. Construction; Definitions.....................................................   29
   8.7. Provisions Additional to Provisions of Law....................................   29
   8.8. Provisions Contrary to Provisions of Law......................................   29
</TABLE>

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<TABLE>
<S>                                                                                      <C>
   8.9. Amendments....................................................................   29
   8.10.   Indemnification and Insurance..............................................   30
</TABLE>
<PAGE>

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                       UNIVERSAL TECHNICAL INSTITUTE, INC.

                           Effective ___________, 2003

1.       MEETINGS OF STOCKHOLDERS.

         1.1.     Annual Meeting. The annual meeting of stockholders of the
corporation (the "Corporation") shall be held on such date and at such time
fixed from time to time by the board of directors (the "Board"). The business to
be transacted at the meeting shall be the election of directors and any other
proper business as may be brought before the meeting. Any previously scheduled
annual meeting of the stockholders may be postponed by resolution of the Board
upon public notice given on or prior to the date previously scheduled for such
annual meeting of stockholders.

         1.2.     Special Meetings. Subject to the rights of the holders of any
series of preferred stock under the Certificate of Incorporation, as amended or
restated, of the Corporation (the "Certificate of Incorporation"), special
meetings of the stockholders may be called by (i) the Chairman of the Board, if
there be one, (ii) a committee that is duly designated by the Board and shall be
called by the Secretary by written request, or (iii) by resolution adopted by
the affirmative vote of a majority of the Board. Only business related to the
purposes set forth in the notice of the meeting may be transacted at a special
meeting.

         1.3.     Place and Time of Meetings. Meetings of the stockholders may
be held in or outside Delaware at the place and time specified by the Board;
provided that the Board may, in its sole discretion, determine that the meeting
shall not be held at any place, but may instead be held solely by means of
remote communication as authorized by Section 211(a)(2) of the General
Corporation Law of the State of Delaware (the "Delaware General Corporation
Law").

         1.4.     Notice of Meeting; Waiver of Notice.

         (a)      Written or printed notice of each meeting of stockholders
shall be given by or at the direction of the Secretary or the Chief Executive
Officer of the Corporation to each stockholder entitled to vote at the meeting,
except that (a) it shall not be necessary to give notice to any stockholder who
properly waives notice before or after the meeting, whether in writing or by
electronic transmission or otherwise, and (b) no notice of an adjourned meeting
need be given except when required under Section 1.6 of these Bylaws or by law.
Each notice of a meeting shall be given, personally or by mail or, as provided
below, by means of electronic transmission, not less than ten (10) nor more than
sixty (60) days before the meeting and shall state the time and place of the
meeting, or if held by remote communications, the means of remote communication
by which

<PAGE>

stockholders and proxy holders may be deemed to be present in person and vote at
such meeting, and unless it is the annual meeting, shall state at whose
direction or request the meeting is called and the purposes for which it is
called. The attendance of any stockholder at a meeting, without protesting at
the beginning of the meeting that the meeting is not lawfully called or
convened, shall constitute a waiver of notice by him or her. Any previously
scheduled meeting of stockholders may be postponed, and (unless the Certificate
of Incorporation otherwise provides) any special meeting of stockholders may be
canceled, by resolution of the Board upon public disclosure (as defined in
Section 1.13(a)) given on or prior to the date previously scheduled for such
meeting of stockholders.

         (b)      Without limiting the manner by which notice otherwise may be
given effectively to stockholders, any notice to a stockholder may be given by a
form of electronic transmission consented to by the stockholder to whom the
notice is given. Any such consent shall be revocable by the stockholder by
written notice to the Corporation. Any such consent shall be deemed revoked (1)
if the Corporation is unable to deliver by electronic transmission two
consecutive notices given by the Corporation in accordance with such consent and
(2) such inability becomes known to the Secretary or an Assistant Secretary of
the Corporation or to the transfer agent, or other person responsible for the
giving of notice; provided, however, the inadvertent failure to treat such
inability as a revocation shall not invalidate any meeting or other action. For
purposes of these Bylaws, "electronic transmission" means any form of
communication, not directly involving the physical transmission of paper, that
creates a record that may be retained, retrieved and reviewed by a recipient
thereof, and that may be directly reproduced in paper form by such a recipient
through an automated process.

         (c)      Notice shall be deemed given, if mailed, when deposited in the
United States mail with postage prepaid, if addressed to a stockholder at his or
her address on the Corporation's records. Notice given by electronic
transmission shall be deemed given: (1) if by facsimile, when directed to a
number at which the stockholder has consented to receive notice; (2) if by
electronic mail, when directed to an electronic mail address at which the
stockholder has consented to receive notice; (3) if by posting on an electronic
network together with separate notice to the stockholder of such specific
posting, upon the later of (A) such posting and (B) the giving of such separate
notice; and (4) by any other form of electronic transmission, when directed to
the stockholder.

         (d)      An affidavit of the Secretary or an Assistant Secretary or of
the transfer agent or other agent of the Corporation that the notice has been
given, whether by a form of electronic transmission or otherwise, shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.

         1.5.     Quorum; Voting; Validation of Meeting.

         (a)      The holders of a majority in voting power of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If,

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however, such quorum is not present or represented at any meeting of the
stockholders, then either (i) the person presiding over the meeting or (ii) the
stockholders by the vote of the holders of a majority of the stock, present in
person or represented by proxy shall have power to adjourn the meeting in
accordance with Section 1.6 of these Bylaws.

         (b)      When a quorum is present at any meeting, a plurality of the
votes present in person or represented by proxy and entitled to vote on the
election of a director shall be sufficient to elect directors, subject to the
rights of the holders of preferred stock to elect directors under specified
circumstances pursuant to the Certificate of Incorporation. On all other
matters, the vote of the holders of a majority of the stock having voting power
on such matter present in person or represented by proxy shall decide any
question brought before such meetings, unless the question is one upon which, by
express provision of the laws of the State of Delaware or of the Certificate of
Incorporation or these Bylaws, a vote of a greater number or voting by classes
is required, in which case such express provision shall govern and control the
decision of the question.

         (c)      If a quorum is initially present, the stockholders may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum, if any action taken is
approved by a majority of the stockholders initially constituting the quorum.

         (d)      The transactions of any meeting of stockholders, either annual
or special, however called and noticed, and wherever held, shall be as valid as
though they had been taken at a meeting duly held after regular call and notice,
if a quorum is present either in person or by proxy.

         1.6.     Adjourned Meeting; Notice.

         (a)      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 voting power of the shares represented at that meeting, either
in person or by proxy. In the absence of a quorum, no other business may be
transacted at that meeting except as provided in Section 1.5 of these Bylaws.

         (b)      When any meeting of stockholders, either annual or special, is
adjourned to another time or place or means of remote communication, notice need
not be given of the adjourned meeting if the time and place, if any, thereof,
and the means of remote communication, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such adjourned
meeting, are announced at the meeting at which the adjournment is taken.
However, if a new record date for the adjourned meeting is fixed or if the
adjournment is for more than thirty (30) days from the date set for the original
meeting, then notice of the adjourned meeting shall be given. Notice of any such
adjourned meeting shall be given to each stockholder of record entitled to vote
at the adjourned meeting in accordance with the provisions of Section 1.4 of
these Bylaws. At any adjourned meeting the Corporation may transact any business
that might have been transacted at the original meeting.

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         1.7.     Voting.

         (a)      The stockholders entitled to vote at any meeting of
stockholders shall be determined in accordance with the provisions of Section
1.8 of these Bylaws, subject to the provisions of Sections 217 and 218 of the
Delaware General Corporation Law (relating to voting rights of fiduciaries,
pledgors and joint owners, and to voting trusts and other voting agreements).

         (b)      Except as may be otherwise provided in the Certificate of
Incorporation, by these Bylaws or as required by law, each stockholder shall be
entitled to one vote for each share of capital stock held by such stockholder
which has voting power upon the matter in question.

         (c)      Any stockholder entitled to vote on any matter may vote part
of the shares in favor of the proposal and refrain from voting the remaining
shares or, except when the matter is the election of directors, may vote the
remaining shares against the proposal; but if the stockholder fails to specify
the number of shares which the stockholder is voting affirmatively or otherwise
indicates how the number of shares to be voted affirmatively is to be
determined, it will be conclusively presumed that the stockholder's approving
vote is with respect to all shares which the stockholder is entitled to vote.

         (d)      Voting need not be by ballot unless requested by a stockholder
at the meeting or ordered by the chairman of the meeting; however, all elections
of directors shall be by written ballot, unless otherwise provided in the
Certificate of Incorporation; provided, that if authorized by the Board, a
written ballot may be submitted by electronic transmission, provided that any
such electronic transmission must either set forth or be submitted with
information from which it can be determined that the electronic transmission was
authorized by the stockholder or proxyholder.

         1.8.     Record Date for Stockholder Notice.

         (a)      For purposes of determining the stockholders entitled to
notice of any meeting or to vote thereat, the Board may fix, in advance, a
record date, which 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 sixty (60) days nor less than ten (10) days before the date of any such
meeting, and in such event only stockholders of record on the date so fixed are
entitled to notice and to vote, notwithstanding any transfer of any shares on
the books of the Corporation after the record date, except as otherwise provided
in the Certificate of Incorporation, by these Bylaws, by agreement or by
applicable law.

         (b)      If the Board 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 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.

         (c)      A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting unless the Board

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fixes a new record date for the adjourned meeting, but the Board shall fix a new
record date if the meeting is adjourned for more than thirty (30) days from the
date set for the original meeting.

         (d)      The record date for any other lawful purpose shall be as
provided in Section 6.8 of these Bylaws.

         1.9.     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 filed with the Secretary of the
Corporation. A written proxy may be in the form of a telegram, cablegram, or
other means of electronic transmission which sets forth or is submitted with
information from which it can be determined that the telegram, cablegram, or
other means of electronic transmission was authorized by the person. No such
proxy shall be voted or acted upon after three (3) years from its date, unless
the proxy provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.
The revocability of a proxy that states on its face that it is irrevocable shall
be governed by the provisions of Section 212(e) of the Delaware General
Corporation Law. A stockholder may revoke any proxy which is not irrevocable by
attending the meeting and voting in person or by filing an instrument in writing
revoking the proxy or by filing another duly executed proxy bearing a later date
with the Secretary of the Corporation.

                  A proxy is not revoked by the death or incapacity of the maker
unless, before the vote is counted, written notice of such death or incapacity
is received by the Secretary of the Corporation.

         1.10.    List of Stockholders. Not less than 10 days prior to the date
of any meeting of stockholders, the Secretary of the Corporation shall prepare a
complete list of stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of such stockholder; provided, that the
Corporation shall not be required to include electronic mail addresses or other
electronic contact information on such list. For a period of not less than 10
days prior to the meeting, the list shall be available during ordinary business
hours for inspection by any stockholder for any purpose germane to the meeting.
During this period, the list shall be kept either (1) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting or (2) during ordinary
business hours, at the principal place of business of the Corporation. If the
Corporation determines to make the list available on an electronic network, the
Corporation may take reasonable steps to ensure that such information is
available only to stockholders of the Corporation. If the meeting is to be held
at a place, then the list shall be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.

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         1.11.    Notice of Stockholder Nominee. Only persons who are nominated
in accordance with the procedures set forth in this paragraph shall be eligible
for election by the stockholders as directors of the Corporation. Nominations of
persons for election to the Board may be made at a meeting of stockholders (a)
by or at the direction of the Board, or (b) provided that the Board has
determined that directors shall be elected at such meeting, by any stockholder
of the Corporation entitled to vote for the election of directors at such
meeting who complies with the procedures set forth in this paragraph. Such
nominations by any stockholder shall be made pursuant to timely notice in proper
written form to the Secretary of the Corporation in accordance with this
paragraph. To be timely, a stockholder's notice must be delivered to or mailed
to and received by the Secretary at the principal executive offices of the
Corporation not less than 90 days nor more than 120 days in advance of the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that (i) no annual meeting was held in the previous year or (ii) the
date of the annual meeting has been changed by more than 30 days from the date
of the previous year's meeting, or in the event of a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of business on the tenth day following the day on which notice of the date
of the meeting was mailed or public disclosure of the date of the meeting was
made, whichever occurs first. In no event shall the public disclosure of an
adjournment or postponement of a stockholders meeting commence a new time period
for the giving of a stockholders notice as described above. To be in proper
written form, such stockholders' notice to the Secretary shall set forth in
writing (a) as to each person whom such stockholder proposes to nominate for
election or re-election as a director, all 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 Securities Exchange Act of 1934, as amended (or any successor thereto)
(the "Exchange Act"), including, without limitation, such person's written
consent to being named in the proxy statement as a nominee and to serving as
director if elected as well as (i) such person's name, age, business address and
residence address, (ii) his or her principal occupation or employment, (iii) the
class and number of shares of the Corporation that are beneficially owned by
such person, and (iv) 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 (b) as to such stockholder (i) the name and address, as they
appear on the Corporation's books, of such stockholder and the beneficial owner,
if any, on whose behalf the nomination is made, and (ii) the class and number of
shares of the Corporation which are beneficially owned by such stockholder and
the beneficial owner, if any, on whose behalf the nomination is made, and any
material interest of such stockholder and owner. At the request of the Board,
any person nominated by the Board for election as a director shall furnish to
the Secretary of the Corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election by the stockholders as a director unless
nominated in accordance with the procedures set forth in the Bylaws of the
Corporation. 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 the Bylaws of

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<PAGE>

the Corporation, and if he or she shall so determine, he or she shall so declare
at the meeting that the defective nomination shall be disregarded.

         1.12.    Stockholder Proposals. At any special meeting of the
stockholders, only such business shall be conducted as shall have been brought
before the meeting by or at the direction of the Board. At any annual meeting of
the stockholders, only such business shall be conducted as shall have been
brought before the meeting (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board, (b) otherwise
properly brought before the meeting by or at the direction of the Board, or (c)
by any stockholder who complies with the procedures set forth in this paragraph.
For business properly to be brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in proper written form to
the Secretary of the Corporation and such other business must otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice must
be delivered to or mailed to and received by the Secretary at the principal
executive offices of the Corporation not less than 90 days nor more than 120
days in advance of the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that (1) no annual meeting was held in the
previous year or (2) the date of the annual meeting has been changed by more
than 30 days from the date of the previous year's meeting, not later than the
close of business on the tenth day following the day on which notice of the date
of the meeting was mailed or public disclosure of the date of the meeting was
made, whichever occurs first. In no event shall the public disclosure of an
adjournment or postponement of a stockholders meeting commence a new time period
for the giving of a stockholders notice as described above. To be in proper
written form, such stockholder's notice to the Secretary shall set forth in
writing as to each matter such stockholder proposed to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
meeting, (b) the name and address, as they appear on the Corporation's books, of
the stockholder proposing such business, and the beneficial owner, if any, on
whose behalf the nomination or proposal is made, (c) the text of the proposal or
business (including the text of any resolutions proposed for consideration and
in the event that such business includes a proposal to amend the Bylaws of the
Corporation, the language of the proposed amendment) and the reasons for
conducting such business at the meeting, (d) the class and number of shares of
the Corporation which are owned beneficially by such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made, (e) any material
interest in such business of the stockholder or the beneficial owner, if any, on
whose behalf the proposal is made, (f) any other information that is required to
be provided by the stockholder pursuant to Regulation 14A under the Exchange Act
in such stockholder's capacity as a proponent of a stockholder proposal, (g) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such business, and (h) a representation
whether the stockholder or the beneficial owner, if any, intends or is part of a
group which intends (1) to deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the Corporation's outstanding capital
stock required to approve or adopt the proposal or (2) otherwise to solicit
proxies from stockholders in support of such proposal. The foregoing notice
requirements shall be deemed satisfied by a stockholder if the stockholder has
notified the Corporation of his or her intention to present a proposal at an
annual meeting in compliance with Rule 14a-8

                                       7

<PAGE>

(or any successor thereof) promulgated under the Exchange Act and such
stockholder's proposal has been included in a proxy statement that has been
prepared by the Corporation to solicit proxies for such annual meeting.
Notwithstanding anything in the Bylaws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this paragraph. The chairman of an annual meeting shall, if the facts
warrant, determine and declare at the meeting that business was not properly
brought before the meeting 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.

         1.13.    Public Disclosure; Conduct of Nominations and Proposals by
                  Stockholders.

         (a)      For purposes of Sections 1.4(a), 1.11 and 1.12 hereof, "public
disclosure" shall mean disclosure in (i) a press release released by the
Corporation to the Dow Jones News Service, Associated Press, Reuters or
comparable national news service, (ii) on the Corporation's website, or (iii) in
a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

         (b)      Notwithstanding the foregoing provisions of these Sections
1.11 and 1.12, if the stockholder (or a qualified representative of the
stockholder) does not appear at the annual meeting of stockholders of the
Corporation to present a nomination or business, such nomination shall be
disregarded and such proposed business shall not be transacted, notwithstanding
that proxies in respect of such vote may have been received by the Corporation.

         (c)      Notwithstanding the foregoing provisions of Sections 1.11 and
1.12, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in Sections 1.11 and 1.12. Nothing in Sections 1.11 and 1.12
shall be deemed to affect any rights (i) of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act or (ii) of the holders of any series of preferred stock to elect
directors under specified circumstances pursuant to the Certificate of
Incorporation.

         1.14.    Meeting Required. Whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken for or in connection with
any corporate action, such vote may only be taken at an annual or special
meeting with prior notice, except as provided in the Certificate of
Incorporation. Stockholders shall not have the power to act by means of a
written consent.

         1.15.    Organization.

         (a)      Meetings of stockholders shall be presided over by the
Chairman of the Board, if any, or in his or her absence by the Vice Chairman of
the Board, if any, or in his or her absence, by the Chief Executive Officer, if
any, or in his or her absence by a

                                       8

<PAGE>

chairman of the meeting, which chairman must be an officer or director of the
Corporation and must be designated as chairman of the meeting by the Board. The
Secretary, or in his or her absence an Assistant Secretary, or in his or her
absence a person whom the person presiding over the meeting shall appoint, shall
act as secretary of the meeting and keep a record of the proceedings thereof.

         (b)      The Board shall be entitled to make such rules or regulations
for the conduct of meetings of stockholders as it shall deem appropriate.
Subject to such rules and regulations of the Board, if any, the person presiding
over the meeting shall have the right and authority to convene and adjourn the
meeting, to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of the person presiding over the meeting, are
necessary, appropriate or convenient for the proper conduct of the meeting,
including, without limitation, establishing an agenda or order of business for
the meeting, rules and procedures for maintaining order at the meeting and the
safety of those present, limitations on participation in such meeting to
stockholders of record of the Corporation and their duly authorized and
constituted proxies and such other persons as the person presiding over the
meeting shall permit, restrictions on entry to the meeting after the time fixed
for the commencement thereof, limitations on the time allotted to questions or
comments by participants and regulation of the opening and closing of the polls
for balloting and matters which are to be voted on by ballot. The person
presiding over the meeting, in addition to making any other determinations that
may be appropriate to the conduct of the meeting, shall, if the facts warrant,
determine and declare to the meeting that a matter or business was not properly
brought before the meeting and if the person presiding over the meeting should
so determine and declare, any such matter or business shall not be transacted or
considered. Unless and to the extent determined by the Board or the person
presiding over the meeting, meetings of stockholders shall not be required to be
held in accordance with rules of parliamentary procedure.

         1.16.    Inspectors of Election. Before any meeting of stockholders,
the Board may, and shall if required by law, appoint one or more inspectors of
election, who may be employees of the Corporation, to act at the meeting or its
adjournment and to make a written report thereof. If any person appointed as
inspector fails to appear or fails or refuses to act, then the person presiding
over the meeting may, and upon the request of any stockholder or a stockholder's
proxy, shall appoint a person to fill that vacancy.

                  Such inspectors shall:

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

         (b)      receive votes and ballots, including, if applicable, votes and
ballots submitted by means of electronic transmission;

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

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<PAGE>

         (d)      determine when the polls shall close;

         (e)      determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspector or
inspectors;

         (f)      certify their determination of the number of shares of the
Corporation represented at the meeting and such inspectors' count of all votes
and ballots, which certification and report shall specify such other information
as may be required by law; and

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

                  Each inspector of election shall perform his or her duties
impartially, in good faith, to the best of his or her ability and as
expeditiously as is practical, and before entering upon the discharge of his or
her duties, shall take and sign an oath to execute faithfully the duties of
inspector of election with strict impartiality and according to the best of his
or her ability. In determining the validity and counting of proxies and ballots
cast at any meeting of stockholders of the Corporation, the inspectors may
consider such information as is permitted by applicable law. If there are three
(3) or more inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.

2.       BOARD OF DIRECTORS.

         2.1.     Number, Qualification, Election and Term of Directors. The
business and affairs of the Corporation shall be managed by or under the
direction of the Board, which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute, the Certificate of
Incorporation or these Bylaws directed or required to be exercised or done
exclusively by the stockholders. Subject to the rights of the holders of any
series of preferred stock, the number of directors may be fixed or changed from
time to time by resolution of a majority of the entire Board; provided the
number shall be no less than three (3) and no more than nine (9), or, if the
number is not fixed, the number shall be seven (7). No reduction in the number
of directors shall have the effect of shortening the term of any incumbent
director, and when so fixed, such number shall continue to be the authorized
number of directors until changed by the Board by vote as aforesaid. The
directors shall be divided into three (3) classes, Class I, Class II and Class
III, each class to be as nearly equal in number as possible. The term of office
of each director shall be until the third annual meeting following his or her
election and until the election and qualification of his or her successor;
provided, however, the directors first serving as Class I directors shall serve
for a term expiring at the annual meeting next following September 30, 2003, the
directors first serving as Class II directors shall serve for a term expiring at
the second annual meeting next following September 30, 2003, and the directors
first serving as Class III directors shall serve for a term expiring at the
third annual meeting next following September 30, 2003. As used in these Bylaws,
the term

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<PAGE>

"entire Board" means the total number of directors which the Corporation would
have if there were no vacancies on the Board.

         2.2.     Quorum and Manner of Acting.

         (a)      A majority of the entire Board shall constitute a quorum for
the transaction of business at any meeting, except as provided in Section 2.10
of these Bylaws. In the absence of a quorum a majority of the directors present
may adjourn any meeting from time to time until a quorum is present. Every act
or decision done or made by a majority of the directors present at a duly held
meeting at which a quorum is present shall be regarded as the act of the Board,
except as provided in Section 5.1 of these Bylaws and subject to the provisions
of the Certificate of Incorporation and applicable law.

         (b)      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 that
meeting.

         2.3.     Place of Meetings. Meetings of the Board may be held in or
outside Delaware.

         2.4.     Annual and Regular Meetings. Annual meetings of the Board for
the election of officers and consideration of other matters shall be held either
(a) without notice immediately after the annual meeting of stockholders and at
the same place, or (b) as soon as practicable after the annual meeting of
stockholders, on notice as provided in Section 2.6 of these Bylaws. Regular
meetings of the Board may be held without notice and, unless otherwise specified
by the Board, shall be held in accordance with a schedule and at such locations
as determined from time to time by the Board, provided no less than five (5)
such meetings shall beheld each year. If the day fixed for a regular meeting is
a legal holiday, the meeting shall be held on the next business day.

         2.5.     Special Meetings. Special meetings of the Board may be called
by the Chairman of the Board, the Chief Executive Officer or by a majority of
the directors in office.

         2.6.     Notice of Meetings; Waiver of Notice. Notice of the time and
place of each special meeting of the Board, and of each annual meeting not held
immediately after the annual meeting of stockholders and at the same place,
shall be given to each director in advance of the time set for such meeting as
provided herein; provided, that if the meeting is to be held at the principal
executive offices of the Corporation, the notice need not specify the place of
the meeting. Except for amendments to the Bylaws, as provided under Section 8.9,
notice of a special meeting need not state the purpose or purposes for which the
meeting is called and, unless indicated in the notice thereof, any and all
business may be transacted at a special meeting. Notice need not be given to any
director who submits a signed waiver of notice before or after the meeting or
who attends the meeting without protesting at the beginning of the meeting the
transaction of any business because the meeting was not lawfully called or
convened. Notice of any adjourned meeting need not be given, other than by
announcement at the meeting at

                                       11

<PAGE>

which the adjournment is taken unless the meeting is adjourned for more than
twenty-four (24) hours. If the meeting is adjourned for more than twenty-four
(24) hours, then notice of the time and place of the adjourned meeting shall be
given before the adjourned meeting takes place, in the manner specified herein
to the directors who were not present at the time of adjournment. Notice of a
special meeting may be given by any one or more of the following methods and the
method used need not be the same for each director being notified:

         (a)      written notice sent by mail at least three (3) days prior to
the meeting;

         (b)      personal service at least twenty-four (24) hours prior to the
time of the meeting;

         (c)      telegraphic notice at least twenty-four (24) hours prior to
the time of the meeting, said notice to be sent as a straight full-rate
telegram;

         (d)      telephonic notice at least twenty-four (24) hours prior to the
time of the meeting; or

         (e)      facsimile or other means of electronic transmission at least
twenty-four (24) hours prior to the time of the meeting.

                  Any oral notice given personally or by telephone may be
communicated either to 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.

         2.7.     Board or Committee Action Without a Meeting. Any action
required or permitted to be taken by the Board or by any committee of the Board
may be taken without a meeting if all of the members of the Board or of the
committee individually or collectively consent in writing or by electronic
transmission to the adoption of a resolution authorizing the action. Such action
by written consent shall have the same force and effect as a unanimous vote of
the Board. The resolution and the written consents or electronic transmission or
transmissions by the members of the Board or the committee shall be filed with
the minutes of the proceeding of the Board or of the committee. Such filing
shall be in paper form if the minutes are maintained in paper form and shall be
in electronic form if the minutes are maintained in electronic form.

         2.8.     Participation in Board or Committee Meetings by Conference
Telephone. Any or all members of the Board or of any committee of the Board may
participate in a meeting of the Board or of the committee by means of a
conference telephone or other communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at the meeting.

         2.9.     Resignation and Removal of Directors. Any director may resign
at any time by delivering his or her resignation in writing, including by means
of electronic transmission, to the President or Secretary of the Corporation, to
take effect at the time specified in the resignation; the acceptance of a
resignation, unless required by its terms,

                                       12

<PAGE>

shall not be necessary to make it effective. Subject to the Certificate of
Incorporation, applicable law and the rights, if any, of the holders of shares
of preferred stock then outstanding, any or all of the directors of the
Corporation may be removed from office at any time by the stockholders only for
cause and only by the affirmative vote of a majority of the voting power of all
of the then outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors. A director may not be removed by
the stockholders at a meeting unless the notice of the meeting states that the
purpose, or one of the purposes, of the meeting is the removal of the director.
Notwithstanding the foregoing, whenever the holders of any one or more classes
or series of preferred stock issued by the Corporation shall have the right,
voting separately by class or series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of the
Certificate of Incorporation applicable thereto, and such directors so elected
shall not be divided into classes pursuant thereto unless expressly provided
otherwise by such terms.

         2.10.    Vacancies. Subject to applicable law and the terms of any one
or more classes or series of preferred stock, any vacancy on the Board that
results from an increase in the number of directors or resulting from the death,
resignation, removal from office or any other cause may be filled by a majority
of the Board then in office, although less than a quorum, or by a sole remaining
director and not by the stockholders. Any director of any class elected to fill
a vacancy resulting from an increase in the number of directors of such class
shall hold office for a term that shall coincide with the remaining term of that
class. Any director elected to fill a vacancy not resulting from an increase in
the number of directors shall have the same remaining term as that of his
predecessor. The Board may, by the affirmative vote of a majority of the
directors then in office, decide to reduce the size of the Board to eliminate an
existing vacancy thereon.

         2.11.    Compensation. The Board is authorized to fix such compensation
for directors as it may determine, including a fee and reimbursement of expenses
for attendance at any meeting of the directors or committees. A director may
also be paid for serving the Corporation, its affiliates or its subsidiaries in
other capacities.

         2.12.    Notice to Members of the Board of Directors. Each member of
the Board shall file with the Secretary of the Corporation an address to which
mail or telegraphic notices shall be sent, a telephone number to which a
telephonic or facsimile notice may be transmitted and, at the sole discretion of
a director, such electronic address to which other electronic transmissions may
be sent. A notice mailed, telegraphed, telephoned or transmitted by facsimile or
other means of electronic transmission in accordance with the instructions
provided by the director shall be deemed sufficient notice. Such address or
telephone number may be changed at any time and from time to time by a director
by giving written notice of such change to the Secretary. Failure on the part of
any director to keep an address and telephone number on file with the Secretary
(but not including an address for other electronic transmissions) shall
automatically constitute a waiver of notice of any regular or special meeting of
the Board which might be held during the period of time that such address and
telephone number are not on file with the Secretary. A notice shall be deemed to
be mailed when deposited in the United States mail, postage

                                       13

<PAGE>

prepaid. A notice shall be deemed to be telegraphed when the notice is delivered
to the transmitter of the telegram and either payment or provision for payment
is made by the Corporation. Notice shall be deemed to be given by telephone if
the notice is transmitted over the telephone to some person (whether or not such
person is the director) or message recording device answering the telephone at
the number which the director has placed on file with the Secretary. Notice
shall be deemed to be given by facsimile or other means of electronic
transmission when sent to the telephone number or other address which the
director has placed on file with the Secretary.

         2.13.    Organization. Meetings of the Board shall be presided over by
the Chairman of the Board, if any, or in his or her absence by the Vice Chairman
of the Board, if any, or in his or her absence by the Chief Executive Officer,
if any, or in his or her absence by the President, if any. In the absence of all
such directors, a president pro tem chosen by a majority of the directors
present shall preside at the meeting. The Secretary shall act as secretary of
the meeting, but in his or her absence the Chairman of the meeting may appoint
any person to act as secretary of the meeting.

3.       COMMITTEES.

         3.1.     Audit Committee. The Board by resolution shall designate an
Audit Committee consisting of three directors or such number of members as may
be specified by the Board, which shall review the internal financial controls of
the Corporation, and the integrity of its financial reporting, and have such
other powers and duties as the Board determines in accordance with applicable
law and regulations. The Board shall adopt a charter, which may be amended from
time to time, setting for the powers and duties of the Audit Committee. The
members of the Audit Committee shall serve at the pleasure of the Board. All
action of the Audit Committee shall be reported to the Board at its next
meeting.

         3.2.     Compensation Committee. The Board by resolution shall
designate a Compensation Committee consisting of such number of members as may
be specified by the Board, which shall administer the Corporation's compensation
plans and have such other powers and duties as the Board determines. The members
of the Compensation Committee shall serve at the pleasure of the Board. All
action of the Compensation Committee shall be reported to the Board at its next
meeting. The Board shall adopt a charter, which may be amended from time to
time, setting forth the powers and duties of the Compensation Committee.

         3.3.     Corporate Governance and Nominating Committee. The Board by
resolution shall designate a Corporate Governance and Nominating Committee
consisting of such number of members as may be specified by the Board, which
shall nominate candidates for election to the Board and have such other powers
and duties as the Board determines. The members of the Corporate Governance and
Nominating Committee shall serve at the pleasure of the Board. All action of the
Corporate Governance and Nominating Committee shall be reported to the Board at
its next meeting. The Board shall adopt a Charter, which may be amended from
time to time, setting forth the powers and duties of the Corporate Governance
and Nominating Committee.

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<PAGE>

         3.4.     Other Committees. The Board, by resolution adopted by a
majority of the entire Board, may designate other committees of directors of one
or more directors, which shall serve at the Board's pleasure and have such
powers and duties as the Board determines.

         3.5.     Meetings and Action of Committees.

         (a)      The Board may designate one or more directors as alternate
members of any committee (other than the Audit Committee), who may replace any
absent or disqualified member at any meeting of the committee. Each committee
shall keep regular minutes of its meetings and report the same to the Board at
its next meeting. Each committee may adopt rules of procedure and shall meet as
provided by those rules or by resolutions of the Board.

         (b)      Meetings and actions of committees shall be governed by, and
held and taken in accordance with, the provisions of Article 2 of these Bylaws,
including Section 2.2 (quorum and manner of acting), Section 2.3 (place of
meetings), Section 2.4 (annual and regular meetings), Section 2.5 (special
meetings), 2.6 (notice of meetings and waiver of notice), Section 2.7 (board or
committee action without a meeting), Section 2.8 (participation in Board or
committee meetings by conference telephone), Section 2.12 (notice to members of
the Board), and Section 2.13 (organization), with such changes in the context of
those Bylaws as are necessary to substitute the committee and its members for
the Board and its members; provided, however, (i) that the time of regular
meetings of committees may be determined either by resolution of the Board or by
resolution of the committee, (ii) that special meetings of committees may also
be called by resolution of the Board, (iii) that 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; (iv) that a majority of the
members of a committee shall constitute a quorum for the transaction of business
at any meeting; and (v) that the affirmative vote of a majority of the members
of a committee shall be required to take action in respect of any matter
presented to or requiring the approval of the committee.

         3.6.     Election Pursuant to Section 141(c)(2). By resolution of the
Board, the Corporation has elected pursuant to Section 141(c) of the Delaware
General Corporation Law to be governed by paragraph (2) of Section 141(c) in
respect of committees of the Board.

4.       OFFICERS.

         4.1.     Number; Security. The officers of the Corporation shall
consist of a chief executive officer, a president, one or more vice presidents
(including executive vice president(s) and senior vice president(s) if the Board
so determines), a secretary and a treasurer and a chief financial officer who
shall be chosen by the Board and such other officers, including but not limited
to a chairman of the Board, a vice chairman of the Board, as the Board shall
deem expedient, who shall be chosen in such manner and hold their offices for
such terms as the Board may prescribe. Any two or more offices may be held by
the same person. The Board may from time to time designate the Chief

                                       15

<PAGE>

Executive Officer, the President or any Executive Vice President as the Chief
Operating Officer of the Corporation. Any Vice President, Treasurer or Assistant
Treasurer, or Assistant Secretary, respectively, may exercise any of the powers
of the President, the Chief Financial Officer, or the Secretary, respectively,
as directed by the Board and shall perform such other duties as are imposed upon
such officer by the Bylaws or the Board. [The Board may require any officer,
agent or employee to give security for the faithful performance of his duties.]

         4.2.     Election; Term of Office; Salaries. The term of office and
salary of each of the officers of the Corporation and the manner and time of the
payment of such salaries shall be fixed and determined by the Board and may be
altered by said Board from time to time at its pleasure, subject to the rights,
if any, of said officers under any contract of employment; provided, that the
Board may designate such responsibilities to the Compensation Committee and may
also authorize the Chief Executive Officer or the President to establish the
salaries of officers appointed pursuant to Section 4.3.

         4.3.     Subordinate Officers. The Board may appoint subordinate
officers (including assistant secretaries and assistant treasurers), agents or
employees, each of whom shall hold office for such period and have such powers
and duties as the Board determines. The Board may delegate to any officer or to
any committee the power to appoint and define the powers and duties of any
subordinate officers, agents or employees.

         4.4.     Resignation and Removal of Officers. Any officer may resign at
any time by delivering his resignation in writing to the Chief Executive
Officer, President or Secretary of the Corporation, to take effect at the time
specified in the resignation; the acceptance of a resignation, unless required
by its terms, shall not be necessary to make it effective. Any officer elected
or appointed by the Board or appointed by an officer or by a committee may be
removed by the Board either with or without cause, and in the case of an officer
appointed by an officer or by a committee, by the officer or committee who
appointed him or her or by the President.

         4.5.     Vacancies. A vacancy in any office may be filled for the
unexpired term in the manner prescribed in Sections 4.2 and 4.3 of these Bylaws
for election or appointment to the office.

         4.6.     Chairman of the Board. The Chairman of the Board, if such an
officer shall be chosen, shall have general supervision, direction and control
of the Corporation's business and its officers, and, if present, preside at
meetings of the stockholders and the Board and exercise and perform such other
powers and duties as may from time to time be assigned to him by the Board or as
may be prescribed by these Bylaws. The Chairman of the Board shall report to the
Board.

         4.7.     Vice Chairman of the Board. The Vice Chairman of the Board, if
there shall be one, shall, in the case of the absence, disability or death of
the Chairman of the Board, exercise all the powers and perform all the duties of
the Chairman of the Board.

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<PAGE>

The Vice Chairman shall have such other powers and perform such other duties as
may be granted or prescribed by the Board.

         4.8.     Chief Executive Officer. Subject to the control of the Board,
the Chief Executive Officer of the Corporation shall have general supervision
over the business of the Corporation; the powers and duties of the Chief
Executive Officer shall be:

         (a)      To affix the signature of the Corporation to all deeds,
conveyances, mortgages, leases, obligations, bonds, certificates and other
papers and instruments in writing which have been authorized by the Board or
which, in the judgment of the Chief Executive Officer, should be executed on
behalf of the Corporation, and to sign certificates for shares of capital stock
of the Corporation.

         (b)      To have such other powers and be subject to such other duties
as the Board may from time to time prescribe.

         4.9.     President. The powers and duties of the President are:

         (a)      To affix the signature of the Corporation to all deeds,
conveyances, mortgages, leases, obligations, bonds, certificates and other
papers and instruments in writing which have been authorized by the Board or
which, in the judgment of the President, should be executed on behalf of the
Corporation, and to sign certificates for shares of capital stock of the
Corporation.

         (b)      To have such other powers and be subject to such other duties
as the Board may from time to time prescribe.

         4.10.    Vice President. In case of the absence, disability or death of
the President, the elected Vice President, or one of the elected Vice
Presidents, shall exercise all the powers and perform all the duties of the
President. If there is more than one elected vice president, the order in which
the elected vice presidents shall succeed to the powers and duties of the
president shall be as fixed by the Board. The elected Vice President or elected
Vice Presidents shall have such other powers and perform such other duties as
may be granted or prescribed by the Board.

                  Vice presidents appointed pursuant to Section 4.3 shall have
such powers and duties as may be fixed by the Chairman of the Board or
President, except that such appointed Vice Presidents may not exercise the
powers and duties of the president. Each Vice President shall have such powers
and duties as the Board or the president assigns to him or her.

         4.11.    Secretary. The powers and duties of the Secretary are:

         (a)      To keep a book of minutes at the principal office of the
Corporation, or such other place as the Board may order, of all meetings of its
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' meetings, the

                                       17

<PAGE>

number of shares present or represented at stockholders' meetings and the
proceedings thereof.

         (b)      To keep the seal of the Corporation, if any, and affix the
same, if any, to all instruments which may require it.

         (c)      To keep or cause to be kept at the principal office of the
Corporation, or at the office of the transfer agent or agents, a share register,
or duplicate share registers, showing the names of the stockholders and their
addresses, the number of and classes of shares, and the number and date of
cancellation of every certificate surrendered for cancellation.

         (d)      To keep a supply of certificates for shares of the
Corporation, to fill in all certificates issued, and to make a proper record of
each such issuance; provided, that so long as the Corporation shall have one or
more duly appointed and acting transfer agents of the shares, or any class or
series of shares, of the Corporation, such duties with respect to such shares
shall be performed by such transfer agent or transfer agents.

         (e)      To transfer upon the share books of the Corporation any and
all shares of the Corporation; provided, that so long as the Corporation shall
have one or more duly appointed and acting transfer agents of the shares, or any
class or series of shares, of the Corporation, such duties with respect to such
shares shall be performed by such transfer agent or transfer agents, and the
method of transfer of each certificate shall be subject to the reasonable
regulations of the transfer agent to which the certificate is presented for
transfer, and also, if the Corporation then has one or more duly appointed and
acting registrars, to the reasonable regulations of the registrar to which the
new certificate is presented for registration; and provided, further that no
certificate for shares of stock shall be issued or delivered or, if issued or
delivered, shall have any validity whatsoever until and unless it has been
signed or authenticated in the manner provided in Section 5.1 hereof.

         (f)      To make service and publication of all notices that may be
necessary or proper, and without command or direction from anyone. In case of
the absence, disability, refusal, or neglect of the Secretary to make service or
publication of any notices, then such notices may be served and/or published by
the President or a Vice President, or by any person thereunto authorized by
either of them or by the Board or by the holders of a majority of the
outstanding shares of the Corporation.

         (g)      To sign certificates for shares of capital stock of the
Corporation.

         (h)      Generally to do and perform all such duties as pertain to the
office of Secretary and as may be required by the Board.

         4.12.    Treasurer. The Treasurer shall be or shall be under the
direction of the Chief Financial Officer of the Corporation, and shall be in
charge of the Corporation's books and accounts. Subject to the control of the
Board, he or she shall have such other powers and duties as the Board or the
President assigns to him or her.

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<PAGE>

         4.13.    Chief Financial Officer. The powers and duties of the Chief
Financial Officer are:

         (a)      To supervise the corporate-wide treasury functions and
financial reporting to external bodies.

         (b)      To have the custody of all funds, securities, evidence of
indebtedness and other valuable documents of the Corporation and, at the Chief
Financial Officer's discretion, to cause any or all thereof to be deposited for
account of the Corporation at such depositary as may be designated from time to
time by the Board.

         (c)      To receive or cause to be received, and to give or cause to be
given, receipts and acquittances for monies paid in for the account of the
Corporation.

         (d)      To disburse, or cause to be disbursed, all funds of the
Corporation as may be directed by the Board, taking proper vouchers for such
disbursements.

         (e)      To render to the Chief Executive Officer and President, and to
the Board, whenever they may require, accounts of all transactions and of the
financial condition of the Corporation.

         (f)      Generally to do and perform all such duties as pertain to the
office of Chief Financial Officer and as may be required by the Board.

5.       BUSINESS COMBINATION.

         5.1.     Vote Required For Certain Business Combinations.

         (a)      In addition to any affirmative vote required by law, the
Certificate of Incorporation, any agreement with any national securities
exchange or otherwise, any "Business Combination" (as hereinafter defined)
involving the Corporation shall be subject to approval in the manner set forth
in this Article 5.

         (b)      Except as otherwise expressly provided in Section 5.2 herein,
no Business Combination shall be consummated or effected unless such Business
Combination shall have been approved by the affirmative vote of the holders of
not less than sixty-six and two thirds percent (66-2/3%) of the total voting
power of all outstanding shares of voting stock of the Corporation, voting as a
single class. Such vote shall be required notwithstanding the fact that no vote
for such transaction may be required by law or that approval by some lesser
percentage of stockholders may be specified by or pursuant to law, the Bylaws,
any agreement with any national securities exchange, or otherwise. Such vote
shall be required in addition to any affirmative vote of the holders of any
particular class or series of the capital stock of the Corporation required by
or pursuant to law, the Certificate of Incorporation or otherwise.

                                       19

<PAGE>

         5.2.     Business Combination Combinations Requiring Only Majority
                  Stockholder Approval.

         (a)      The approval required in Section 5.1 hereinabove shall not be
required and the provisions of Section 1.5 of these Bylaws relating to the
majority vote required for shareholder approval, if applicable, shall apply to
any Business Combination, if any of the following conditions are satisfied:

                  (1)      The Business Combination shall have been expressly
approved by a majority of the "Continuing Directors" (as hereinafter defined)
either in advance of or subsequent to the acquisition of outstanding shares of
capital stock of the Corporation that caused the "Interested Person" (as
hereinafter defined) involved to become an Interested Person; or

                  (2)      All of the following five conditions have been met:

                           (i)      The aggregate amount of the cash and the
"Fair Market Value" (as hereinafter defined) as of the "Consummation Date" (as
hereinafter defined) of all property, securities or other consideration to be
received per share of capital stock of the Corporation incident to the
consummation of such Business Combination by any holder of such stock, other
than the Interested Person involved in such Business Combination, is not less
than the highest of the following (the requirements of this Section 5.2(a)(2)(i)
to be met with respect to all outstanding shares of all classes of the capital
stock of the Corporation, whether or not the Interested Person has previously
acquired shares of each particular class of such stock):

                                    (A)      The "Highest Per Share Price" (as
hereinafter defined) or the "Highest Equivalent Price" (as hereinafter defined)
paid by such Interested Person in acquiring any holdings of the Corporation's
capital stock, plus an amount equivalent to interest compounded annually from
the date of such purchase through the Consummation Date at the prime rate of
interest as announced from time to time by Bank of America, N.A. (or such other
bank as may be selected by a majority of the Continuing Directors), less the
aggregate amount of any cash dividends paid and the Fair Market Value as of the
date paid of any dividends paid other than in cash on each share of capital
stock of the class in question from the date of such purchase through the
Consummation Date in an amount up to but not exceeding the amount equivalent to
interest as so calculated;

                                    (B)      The highest preferential amount per
share to which the holders of shares of any class or series of preferred stock
are entitled in the event of dissolution or liquidation of the Corporation; or

                                    (C)      The Fair Market Value of such
shares as of the "Announcement Date" (as hereinafter defined).

                           (ii)     The consideration to be received by holders
of outstanding capital stock shall be paid in cash or in the same form as was
previously paid in order to acquire such shares of such class of capital stock
as are beneficially owned by the

                                       20

<PAGE>

Interested Person. If the Interested Person beneficially owns shares of any
class of capital stock of the Corporation which were acquired with varying forms
of consideration, the form of consideration to be received by holders of such
class of capital stock shall be either cash or the form used to acquire the
largest number of shares of such class of capital stock beneficially owned by
the Interested Person.

                           (iii)    After such Interested Person has become an
Interested Person and prior to the consummation of the Business Combination: (A)
except as approved by a majority of the Continuing Directors, there shall have
been no failure to declare and pay at the regular date therefor any full
quarterly dividends (whether or not cumulative) on any outstanding preferred
stock; (B) there shall have been (i) no reduction in the annual rate of
dividends paid on the Common Stock (except as necessary to reflect any
subdivision of the Common Stock), except as approved by a majority of the
Continuing Directors, and (ii) such increase in such annual rate of dividends as
is necessary to prevent any such reduction in the event of any reclassification
(including any reverse stock split), recapitalization, reorganization or any
similar transaction which has the effect of reducing the number of outstanding
shares of the Common Stock, unless the failure so to increase such annual rate
is approved by a majority of the Continuing Directors; and (C) such Interested
Person shall not have become the beneficial owner of any additional shares of
voting capital stock of the Corporation except as part of the transaction in
which it became an Interested Person.

                           (iv)     After such Interested Person has become an
Interested Person, such Interested Person shall not have received the benefit,
directly or indirectly (except proportionately solely in such Interested
Person's capacity as a shareholder of the Corporation), of any loans, advances,
guarantees, pledges or other financial assistance or any tax credits or other
tax advantages provided by the Corporation, whether in anticipation of or in
connection with such Business Combination or otherwise.

                           (v)      A proxy or information statement describing
the proposed Business Combination and complying with the requirements of the
"Exchange Act" (as hereinafter defined) and the rules and regulations thereunder
(or any subsequent provisions replacing the Exchange Act or such rules and
regulations), shall have been mailed to all stockholders of the Corporation at
least 30 days prior to the Consummation Date. Such statement shall contain at
the front thereof, in a prominent place, a statement by the Continuing Directors
of their position on the advisability (or inadvisability) of the proposed
Business Combination. Such proxy or information statement shall be required for
purposes of this Section 5.2(a)(2) whether or not it is required to be mailed
pursuant to the provisions of the Exchange Act (or any subsequent provisions).

         5.3.     Definitions.

         For the purposes of this Article 5:

         (a)      The term "Business Combination" shall mean (i) any merger,
consolidation or exchange of shares of capital stock of the Corporation or any
of its subsidiaries (as hereinafter defined) with or into an Interested Person,
in each case

                                       21

<PAGE>

irrespective of which corporation or company is to be the surviving entity; (ii)
any sale, lease, exchange, mortgage, pledge, transfer or other disposition to or
with an Interested Person (in a single transaction or a series of related
transactions) other than in the ordinary course of business, of all or a
substantial part of the assets of the Corporation (including without limitation
any securities or assets of a subsidiary of the Corporation) or all or a
substantial part of the assets of any of its subsidiaries; (iii) any sale,
lease, exchange, mortgage, pledge, transfer or other disposition to or with the
Corporation or to or with any of its subsidiaries (in a single transaction or a
series of related transactions) other than in the ordinary course of business,
of all or a substantial part of the assets of an Interested Person; (iv) the
issuance or transfer by the Corporation or any of its subsidiaries of any
securities of the Corporation or any of its subsidiaries to an Interested Person
(other than an issuance or transfer of securities which is effected on a pro
rata basis to all stockholders of the Corporation); (v) the acquisition by the
Corporation or any of its subsidiaries from an Interested Person of any
securities issued by an Interested Person (other than an issuance or transfer of
securities which is effected on a pro rata basis to all stockholders of the
Interested Person); (vi) any recapitalization or reclassification of shares of
any class of capital stock of the Corporation or any merger or consolidation of
the Corporation with any of its subsidiaries which would have the effect,
directly or indirectly, of increasing the proportionate share of the outstanding
shares of any class of capital stock of the Corporation (or any securities
convertible into any class of such capital stock) owned by any Interested
Person; (vii) any merger or consolidation of the Corporation with any of its
subsidiaries after which the provisions of this Article 5 of the Certificate of
Incorporation shall not appear in the Certificate of Incorporation of the
surviving entity; (viii) a plan of partial or complete liquidation or
dissolution of the Corporation or spin off or sale of a substantial part of the
assets of the Corporation or any of its subsidiaries proposed by or on behalf of
an Interested Person; and (ix) any agreement, contract, plan, proposal or other
arrangement providing for any of the foregoing.

         (b)      The term "Continuing Director" shall mean any Director of the
Corporation who is not an "Affiliate," "Associate" or nominee of or member of a
"Group" with the Interested Person (as such terms are hereinafter defined) and
who either (i) held the office of Director prior to the date on which the
Interested Person became an Interested Person, or (ii) is designated as a
Continuing Director by a majority of the then Continuing Directors.

         (c)      The term "Interested Person" shall mean any individual,
corporation, partnership or other person or entity which, at any time during the
period commencing two (2) years prior to the Announcement Date through and
including the Consummation Date, is or was a "Beneficial Owner" (as defined in
Rule 13d(3) of the General Rules and Regulations under the Exchange Act as in
effect on September 4, 2003) of shares of capital stock of the Corporation
which, when combined with the shares of capital stock beneficially owned by any
"Affiliates" or "Associates" (as defined in Rule 12b(2) of the Exchange Act as
in effect on June 30, 2003) of such Interested Person or by other members of a
"Group" (as defined in Section 13(d)(3) of the Exchange Act as in effect on June
30, 2003) of which such Interested Person is a member, collectively amount to
ten percent (10%) or more of the total voting power of all outstanding shares of
voting stock

                                       22
<PAGE>

of the Corporation. The term Interested Person shall also mean any Affiliate or
Associate of any such Interested Person and any other member of a Group of which
such Interested Person is a member, and shall also mean any person or entity
which, upon consummation of a Business Combination, would be such an Affiliate,
Associate or Group member. The term Interested Person shall not include the
Corporation, any subsidiary of the Corporation, any employee benefit plan of the
Corporation or of a subsidiary of the Corporation, or any trustee of or
fiduciary with respect to any such plan acting in such capacity.

         (d)      The term "Consummation Date" shall mean the date on which the
Business Combination in question is consummated or effected.

         (e)      The term "Fair Market Value" shall mean (i) in the case of
stock, the highest closing sale price during the 30 day period immediately
preceding the date in question of a share of such stock on the Composite Tape
for New York Stock Exchange Listed Stocks, or, if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, or if such stock is not
listed on such Exchange, on the principal United States securities exchange
registered under the Exchange Act on which such stock is listed, or, if such
stock is not listed on any such exchange, the highest closing bid quotation with
respect to a share of such stock during the 30-day period preceding the date in
question on the National Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or if no such quotations are
available, the fair market value on the date in question of a share of such
stock as determined by a majority of the Continuing Directors, and (ii) in the
case of property other than cash or stock, the fair market value of such
property on the date in question as determined by a majority of the Continuing
Directors.

         (f)      The terms "Highest Per Share Price" and "Highest Equivalent
Price" shall mean the following. The Highest Per Share Price shall mean the
highest price that can be determined to have been paid during the relevant time
period by the Interested Person involved for any share or shares of the class or
series of capital stock in question. If the Interested Person has not purchased
any shares of such class or series of capital stock of the Corporation during
the relevant time period, the Highest Equivalent Price shall mean with respect
to each class and series of capital stock of the Corporation, the amount
determined by a majority of the Continuing Directors, on whatever basis they
believe to be appropriate, to be the highest per share price equivalent of the
highest price that can be determined to have been paid during the relevant time
by the Interested Person involved for any share or shares of any other class or
series of capital stock of the Corporation. In determining the Highest Per Share
Price and Highest Equivalent Price, all purchases by such Interested Person or
any Affiliate, Associate or Group member shall be taken into account regardless
whether the shares were purchased before or after such Interested Person became
an Interested Person. The Highest Per Share Price and the Highest Equivalent
Price shall include any brokerage commissions, transfer taxes and soliciting
dealers' fees paid by such Interested Person or any such Affiliate, Associate or
Group member with respect to the shares of capital stock of the Corporation, and
shall be appropriately adjusted to take into account any subsequent
recapitalization, stock split, stock dividend or similar distribution. In the
event any Business Combination involving

                                       23
<PAGE>

an Interested Person shall be proposed, the Continuing Directors shall determine
the Highest Equivalent Price for each class and series of the capital stock of
the Corporation of which there are shares issued and outstanding.

         (g)      The term "Announcement Date" shall mean the earlier of the
date on which a Business Combination is first publicly proposed or announced or
the Consummation Date of such Business Combination.

         (h)      The term "Exchange Act" shall mean the Securities Exchange Act
of l934, as amended.

         (i)      Any corporation of which the Corporation owns, directly or
indirectly, fifty percent (50%) or more of its voting stock shall be deemed to
be a "subsidiary" of the Corporation.

         (j)      For the purposes of Section 5.2(a)(2)(i) hereinabove, the term
"other consideration to be received" shall include, without limitation, Common
Stock or other capital stock of the Corporation retained by stockholders of the
Corporation (other than Interested Persons or other parties to such Business
Combination) in the event of a Business Combination in which the Corporation is
the surviving entity.

         (k)      Whether or not any proposed sale, lease, exchange, mortgage,
pledge, transfer or other disposition of part of the assets of any entity
involves a "substantial part" of the assets of such entity shall be conclusively
determined by a majority of the Continuing Directors; provided that assets
involved in any single transaction or series of related transactions having an
aggregate Fair Market Value of more than fifteen percent (15%) of the total
consolidated assets of an entity and the other members of the consolidated
group, if any, of which it is a part as at the end of such entity's last full
fiscal year prior to such determination shall always be deemed to constitute a
"substantial part."

         (l)      An Interested Person shall be deemed to have acquired a share
of the capital stock of the Corporation at the time when such Interested Person
became the Beneficial Owner thereof.

         (m)      A majority of the then Continuing Directors shall have the
right and power to make, in good faith, any determinations required under this
Article 5, including without limitation (i) whether a transaction is a Business
Combination, (ii) whether a person is an Interested Person, or (iii) whether the
conditions set out in Section 5.2(a)(2) of this Article 5 have been satisfied
with respect to any Business Combination.

         5.4.     Fiduciary Obligations. Nothing contained in this Article 5
shall be construed to relieve any Interested Person from any fiduciary
obligation imposed by law.

         5.5.     Deliberation By Directors. The Directors of the Corporation,
when evaluating any proposal or offer which would involve a Business Combination
or the merger or consolidation of the Corporation or any of its subsidiaries
with another corporation, the sale of all or substantially all of the assets of
the Corporation or any of its

                                       24
<PAGE>

subsidiaries, a tender offer or exchange offer for any capital security of the
Corporation or any of its subsidiaries or any similar transaction shall give due
consideration to all factors they may consider relevant. Such factors may
include, without limitation, (a) the financial and managerial resources and
future prospects of the other party(s), the legal, economic, environmental and
social effects of the proposed transaction on the Corporation's and its
subsidiaries' employees, customers, suppliers and other affected persons and
entities and on the communities and geographic areas in which the Corporation
and its subsidiaries operate or are located, and the effect on any of the
businesses and properties of the Corporation and its subsidiaries, and (b) the
adequacy, both in amount and form, of the consideration offered in relation not
only to the current market price of the Corporation's outstanding securities,
but also the current value of the Corporation in a freely negotiated transaction
and the Continuing Directors' estimate of the Corporation's future value
(including the unrealized value of its properties, assets and prospects) as an
independent going concern.

         5.6.     Amendment The provisions of this Article 5 shall not be
amended, altered, changed or repealed nor may any provision inconsistent with
any of such provisions be added to these Bylaws unless approved in accordance
with Section 8.9 of these Bylaws.

6.       SHARES.

         6.1.     Shares of the Corporation. The shares of the Corporation shall
be represented by certificates, provided that the Board may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board,
every holder of stock represented by certificates and upon request every holder
of uncertificated shares shall be entitled to have a certificate signed by, or
in the name of the Corporation by the Chairman or Vice Chairman of the Board of
Directors or by the President or a Vice President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer, representing
the number of shares registered in certificate form. The signatures of any such
officers thereon may be facsimiles. The seal of the Corporation shall be
impressed, by original or by facsimile, printed or engraved, on all such
certificates. The certificate shall also be signed by the transfer agent and a
registrar and the signature of either the transfer agent or the registrar may
also be facsimile, engraved or printed. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon any
such certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may nevertheless
be issued by the Corporation with the same effect as if such officer, transfer
agent, or registrar had not ceased to be such officer, transfer agent, or
registrar at the date of its issue.

         6.2.     Special Designation on Certificates. If the Corporation is
authorized to issue more than one class of stock or more than one series of any
class, then the powers, the designations, the preferences, and the relative,
participating, optional or other special rights or each class of stock or series
thereof and the qualifications, limitations or

                                       25
<PAGE>

restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the Delaware General Corporation
Law, in lieu of the foregoing requirements there may be set forth on the face or
back of the certificate that the Corporation shall issue to represent such class
or series of stock a statement that the Corporation will furnish without charge
to each stockholder who so requests the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

         6.3.     Lost, Stolen, Destroyed and Mutilated Certificates. The owner
of any stock of the Corporation shall immediately notify the Corporation of any
loss, theft, destruction or mutilation of any certificate therefor, and the
Corporation may issue uncertificated shares or a new certificate for stock in
the place of any certificate theretofore issued by it and alleged to have been
lost, stolen or destroyed, and the Board may, in its discretion, require the
owner of the lost, stolen or destroyed certificate or his or her legal
representatives to give the Corporation a bond in such sum, limited or
unlimited, and in such form and with such surety or sureties, as the Board shall
in its uncontrolled discretion determine, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate, or the issuance of any such new certificate
or uncertificated shares. The Board may, however, in its discretion refuse to
issue any such new certificate or uncertificated shares except pursuant to legal
proceedings under the laws of the State of Delaware in such case made and
provided.

         6.4.     Stock Records. The Corporation or a transfer agent shall keep
stock books in which shall be recorded the number of shares issued, the names of
the owners of the shares, the number owned by them respectively, whether such
shares are represented by certificates or are uncertificated, and the transfer
of such shares with the date of transfer.

         6.5.     Transfers. Transfers of stock shall be made only on the stock
transfer record of the Corporation upon surrender of the certificate or
certificates being transferred which certificate shall be properly endorsed for
transfer or accompanied by a duly executed stock power, except in the case of
uncertificated shares, for which the transfer shall be made only upon receipt of
transfer documentation reasonably acceptable to the Corporation. Whenever a
certificate is endorsed by or accompanied by a stock power executed by someone
other than the person or persons named in the certificate, or the transfer
documentation for the uncertificated shares is executed by someone other than
the holder of record thereof, evidence of authority to transfer same shall also
be submitted with the certificate or transfer documentation. All certificates
surrendered to the Corporation for transfer shall be canceled.

         6.6.     Regulations Governing Issuance and Transfers of Shares. The
Board shall have the power and authority to make all such rules and regulations
as it shall deem expedient concerning the issue, transfer and registration of
shares of stock of the Corporation.

                                       26
<PAGE>

         6.7.     Transfer Agents and Registrars. The Board may appoint, or
authorize one or more officers to appoint, one or more transfer agents and one
or more registrars.

         6.8.     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 the stockholders
entitled to exercise any rights in respect 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 shall not be more
than sixty (60) days before any such action. In that case, only stockholders of
record at the close of business on the date so fixed are entitled to receive the
dividend, distribution or allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
Corporation after the record date so fixed, except as otherwise provided in the
Certificate of Incorporation, by these Bylaws, by agreement or by law. If the
Board does not so fix a record date, then 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 applicable resolution.

         6.9.     Stock Repurchases.

         (a)      In addition to any affirmative vote of stockholders required
by any provision of law or the Certificate of Incorporation of this Corporation
or by these Bylaws, the Corporation shall not, directly or indirectly, purchase
or agree to purchase any equity security of a class of securities which is
registered pursuant to Section 12 of the Exchange Act issued by the Corporation
form any Person or two or more Persons who act as a partnership, limited
partnership, syndicate, or other group pursuant to any agreement, arrangement,
relationship, understanding or otherwise, whether or not in writing, for the
purpose of acquiring, owning or voting shares of the Corporation, who is the
Beneficial Owner of more than five percent (5%) of the aggregate voting power of
the Corporation, for more than the Average Market Price of the shares, unless
(i) the purchase or agreement to purchase is approved at a meeting of the
stockholders by the affirmative vote of the holders of a majority of the
aggregate voting power of all shares entitled to vote, except that no Interested
Shares shall be entitled to vote on the question of such approval or (ii) the
Corporation makes an offer of at least equal value per share to all holders of
shares of the same class or series and to all holders of any class or series
into which the securities may be converted.

         (b)      For purposes of this Bylaw, the following definitions apply:

                  (1)      "Average Market Price" shall mean the average closing
sale price during the thirty (30) trading days immediately preceding the
purchase of the share in question, or if the Person or Persons have commenced a
tender offer or have announced an intention to seek control of the Corporation,
during the thirty (30) trading days preceding the earlier of the commencement of
the tender offer or the making of the announcement, of a share on the composite
tape for New York Stock Exchange listed shares or, if the shares are not quoted
on the composite tape or not listed on the New York Stock Exchange, on the
principal United States securities exchange registered under the Exchange Act on
which the shares are listed or, if the share are not listed on any such

                                       27
<PAGE>

exchange, on the National Association of Securities Dealers, Inc. automated
quotations national market system or, if the shares are not quoted on the
National Association of Securities Dealers, Inc. automated quotations national
market system, the average closing bid quotation, during the thirty (30) trading
days preceding the purchase of the shares in question of a share on the National
Association of Securities Dealers, Inc. automated quotations system or any
system then in use, or if the Person or Persons have commenced a tender offer or
have announced an intention to seek control of the Corporation, during the
thirty (30) trading days preceding the earlier of the commencement of the tender
offer or the making of the announcement, except that if no quotation is
available, the average market price is the fair market value on the date of
purchase of the shares in question of a share as determined in good faith by the
Board of Directors of the Corporation.

                  (2)      "Beneficial Owner" shall have the meaning ascribed to
it in Rule 13(d)(3) and rule 13(d)(5) of the General Rules and Regulations under
the Exchange Act, as in effect on June 30, 2003.

                  (3)      "Interested Shares" shall mean all outstanding shares
of capital stock of the Corporation entitled to vote generally in the election
of directors that are beneficially owned by any Person or Persons that is the
direct or indirect Beneficial Owner of more than five percent (5%) of the
aggregate voting power of the Corporation.

                  (4)      "Person" shall mean any individual, partnership,
firm, corporation, association, trust, unincorporated organization, or other
entity, as well as any syndicate or group deemed to be a Person pursuant to
Section 13(d)(3) of the Exchange Act, as in effect on June 30, 2003, other than
the Corporation or any subsidiary of the Corporation.

7.       ELECTION OF CERTAIN STATE LAWS.

         7.1.     Election Regarding Certain State Anti-Takeover Laws. The
Corporation hereby expressly elects not to be governed by Section 203 of the
Delaware General Corporation Law. The Corporation also elects not to be governed
by A.R.S. Sections 10-2721 through 2743 or Sections 10-2704 through 2706. This
election does not apply to any business combination of the Corporation with an
interested stockholder whose share acquisition date is on or before the adoption
date of these Bylaws.

8.       MISCELLANEOUS.

         8.1.     Seal. The Board shall adopt a corporate seal, which shall be
in the form of a circle and shall bear the Corporation's name and the year and
state in which it was incorporated.

         8.2.     Fiscal Year. The Board may determine the Corporation's fiscal
year. Until changed by the Board, the Corporation's fiscal year shall be October
1st through September 30th of the following year.

         8.3.     Voting of Shares in Other Corporations. Shares in other
corporations which are held by the Corporation may be represented and voted by
the President or a

                                       28
<PAGE>

Vice President of this Corporation or by proxy or proxies appointed by one of
them. The Board may, however, appoint some other person to vote the shares.

         8.4.     Checks; Drafts; Evidences of Indebtedness. From time to time,
the Board shall determine by resolution which person or persons may sign or
endorse all checks, drafts, other orders for payment of money, notes or other
evidences of indebtedness that are issued in the name of or payable to the
Corporation, and only the persons so authorized shall sign or endorse those
instruments.

         8.5.     Corporate Contracts and Instruments; How Executed. The Board,
except as otherwise provided in these Bylaws, may authorize any officer or
officers, or agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation; such authority may
be general or confined to specific instances.

         8.6.     Construction; Definitions. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in the
Delaware General Corporation Law shall govern the construction of these Bylaws.
Without limiting the generality of this provision, the singular number includes
the plural, the plural number includes the singular, the term "person" includes
both a corporation and a natural person, and the masculine gender includes the
feminine gender and vice versa.

         8.7.     Provisions Additional to Provisions of Law. All restrictions,
limitations, requirements and other provisions of these Bylaws shall be
construed, insofar as possible, as supplemental and additional to all provisions
of law applicable to the subject matter thereof and shall be fully complied with
in addition to the said provisions of law unless such compliance shall be
illegal.

         8.8.     Provisions Contrary to Provisions of Law. Any article,
section, subsection, subdivision, sentence, clause or phrase of these Bylaws
which upon being construed in the manner provided in Section 8.7 hereof, shall
be contrary to or inconsistent with any applicable provisions of law, shall not
apply so long as said provisions of law shall remain in effect, but such result
shall not affect the validity or applicability of any other portions of these
Bylaws, it being hereby declared that these Bylaws would have been adopted and
each article, section, subsection, subdivision, sentence, clause or phrase
thereof, irrespective of the fact that any one or more articles, sections,
subsections, subdivisions, sentences, clauses or phrases is or are illegal.

         8.9.     Amendments. These Bylaws may be repealed, altered or amended,
or substituted bylaws may be adopted at any time, only by resolution duly
adopted by a majority of the full Board, except for certain provisions
concerning take-over or change of control, which may only be amended with the
affirmative vote of two-thirds of the members of the Board, as prescribed in the
Certificate of Incorporation.

                  Whenever an amendment or new bylaw is adopted, it shall be
copied in the book of bylaws with the original bylaws, in the appropriate place.
If any bylaw is repealed, the fact of repeal with the date of the meeting at
which the repeal was enacted or the filing of the operative written consent(s)
shall be stated in said book.

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         8.10.    Indemnification and Insurance.

         (a)      Generally.

                  (1)      The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was or has agreed to
serve at the request of the Corporation as a director or officer of the
Corporation, or is or was serving or has agreed to serve at the request of the
Corporation as a director or officer (which, for purposes hereof, shall include
a trustee or similar capacity) of another Corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity.

                  (2)      The Corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was or has agreed to
serve at the request of the Corporation as an employee or agent of the
Corporation, or is or was serving or has agreed to serve at the request of the
Corporation as an employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity.

                  (3)      The indemnification provided by this subsection (a)
shall be from and against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the
indemnitee or on his or her behalf in connection with such action, suit or
proceeding and any appeal therefrom, but shall only be provided if the
indemnitee acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Corporation and, with respect
to any criminal action, suit or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.

                  (4)      Notwithstanding the foregoing provisions of this
subsection (a), in the case of an action or suit by or in the right of the
Corporation to procure a judgment in its favor (i) the indemnification provided
by this subsection (a) shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (ii) no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless, and only to the extent that, the Delaware
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.

                  (5)      The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a

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manner which he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

         (b)      Good Faith.

                  (1)      For purposes of any determination under this Bylaw, a
director or officer or, if applicable, employee or agent shall be deemed to have
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, to have had no reasonable cause to believe that
his or her conduct was unlawful, if his or her action is based on information,
opinions, reports and statements, including financial statements and other
financial data, in each case prepared or presented by:

                           (i)      one or more officers or employees of the
Corporation whom the director, officer, employee or agent reasonably believed to
be reliable and competent in the matters presented;

                           (ii)     counsel, independent accountants or other
persons as to matters which the director, officer, employee or agent reasonably
believed to be within such person's professional competence; and

                           (iii)    with respect to a director, a committee of
the Board upon which such director does not serve, as to matters within such
Committee's designated authority, which committee the director reasonably
believes to merit confidence; so long as, in each case, the director acts
without knowledge that would cause such reliance to be unwarranted.

                  (2)      The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal
proceeding, that he or she had reasonable cause to believe that his or her
conduct was unlawful.

                  (3)      The provisions of this paragraph (b) shall not be
deemed to be exclusive or to limit in any way the circumstances in which a
person may be deemed to have met the applicable standard of conduct set forth by
the Delaware General Corporation Law.

         (c)      Advancement of Expenses. The Corporation shall advance, prior
to the final disposition of any proceeding, promptly following request therefor,
all expenses incurred by any director or officer in connection with such
proceeding upon receipt of an undertaking by or on behalf of such person to
repay said amounts if it should be determined ultimately that such person is not
entitled to be indemnified under this Bylaw or otherwise. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board deems appropriate.

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<PAGE>

                  Notwithstanding the foregoing, unless otherwise determined
pursuant to paragraph (d) of this Bylaw, no advance shall be made by the
Corporation if a determination is made (1) by the Board of directors by a
majority vote of a quorum consisting of directors who were not parties to the
proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the Corporation.

         (d)      Enforcement. Without the necessity of entering into an express
contract, all rights to indemnification and advances to directors and officers
under this Bylaw shall be deemed to be contractual rights and be effective to
the same extent and as if provided for in a contract between the Corporation and
the director or officer. Any right to indemnification or advances granted by
this Bylaw to a director or officer shall be enforceable by or on behalf of the
person holding such right in any court of competent jurisdiction if (i) the
claim for indemnification or advances is denied, in whole or in part, or (ii) no
disposition of such claim is made within ninety (90) days of request therefor.
The claimant in such enforcement action, if successful in whole or in part,
shall be entitled to be paid also the expense of prosecuting his or her claim.
The Corporation shall be entitled to raise as a defense to any such action that
the claimant has not met the applicable standards of conduct that make it
permissible for the Corporation to indemnify the claimant for the amount
claimed. Neither the failure of the Corporation (including its Board of
directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that claimant has or has not met the applicable standard of
conduct.

         (e)      Non-Exclusivity of Rights. The rights conferred on any person
by this Bylaw shall not be exclusive of any other right which such person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding office. The Corporation is
specifically authorized to enter into individual contracts with any or all of
its directors, officers, employees or agents respecting indemnification and
advances, to the fullest extent not prohibited by the Delaware General
Corporation Law.

         (f)      Survival of Rights. The rights conferred on any person by this
Bylaw shall continue as to a person who has ceased to be a director, officer,
employee or other agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

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         (g)      Insurance. The Corporation may, but shall not be obligated to,
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 loss indemnified pursuant to this
Bylaw, regardless whether the Corporation would have the power to indemnify such
person against such loss indemnified pursuant to this Bylaw under the Delaware
General Corporation Law.

         (h)      Amendments. Any repeal or modification of this Bylaw shall
only be prospective and shall not affect the rights under this Bylaw in effect
at the time of the alleged occurrence of any action or omission to act that is
the cause of any proceeding against any agent of the Corporation.

         (i)      Saving Clause. If this Bylaw or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director and officer to the full
extent not prohibited by any applicable portion of this Bylaw that shall not
have been invalidated, or by any other applicable law.

         (j)      Certain Definitions. For the purposes of this Bylaw, the
following definitions shall apply:

                  (1)      The term "proceeding" shall be broadly construed and
shall include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

                  (2)      The term "expenses" shall be broadly construed and
shall include, without limitation, all direct and indirect costs of any type or
nature whatsoever (including, without limitation, all attorneys' fees and
related disbursements, other out-of-pocket costs and reasonable compensation
for time spent by the indemnified party for which he or she is not otherwise
compensated by the Corporation or any third party, provided that the rate of
compensation and estimated time involved is approved by the Board, which
approval shall not be unreasonably withheld), actually and reasonably incurred
by the indemnified party in connection with either the investigation, defense or
appeal of a proceeding or establishing or enforcing a right to indemnification
under this Bylaw, Section 145 or otherwise.

                  (3)      The term the "corporation" shall include, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such 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 Bylaw with respect to the resulting or surviving
corporation as he or

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<PAGE>

she would have with respect to such constituent corporation if its separate
existence had continued.

                  (4)      References to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references to
"serving at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner he or she reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Bylaw.

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