<PAGE>
                                                                     EXHIBIT 3.4


                              AMENDED AND RESTATED

                                     BYLAWS

                                       of

                           BUILD-A-BEAR WORKSHOP, INC.

                           Effective ___________, 2004


1. MEETINGS OF STOCKHOLDERS.


         1.1 Annual Meeting. The annual meeting of stockholders of Build-A-Bear
Workshop, Inc. (the "corporation") shall be held on such date and at such time
fixed from time to time by the board of directors of the corporation (the
"Board"), provided that each successive annual meeting shall be held on the
Thursday of the second week of May of each year if not a legal holiday, and if a
legal holiday then on the next succeeding day not a legal holiday, or such other
date of time and at such place as may be determined from time to time by 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 chairperson of the Board,
if there be one, (ii) the chief executive officer/chief executive bear, (iii)
the President or (iii) the Board. Only business related to the purposes set
forth in the notice of the meeting may be transacted at a special meeting. The
ability of stockholders to call a special meeting is hereby specifically denied.

         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 (or any successor thereto) (the
"General Corporation Law of Delaware").

         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/chief executive bear 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




<PAGE>



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 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.



                                       2
<PAGE>



         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, 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.



                                       3
<PAGE>



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.

         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
General Corporation Law of Delaware (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 chairperson 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.



                                       4
<PAGE>



         (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 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 5.8 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 General Corporation Law
of Delaware. 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


                                       5
<PAGE>



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.

         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



                                       6
<PAGE>



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 chairperson 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 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 before or after 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



                                       7
<PAGE>



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 (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 chairperson 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 a press release reported by the Dow Jones
News Service, Associated Press, Reuters or comparable national news service or
in a document publicly filed or furnished 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.



                                       8
<PAGE>



         1.15 Organization. (a) Meetings of stockholders shall be presided over
by the chairperson of the Board, if any, or in his or her absence by the vice
chairperson of the Board, if any, or in his or her absence, by the chief
executive officer/chief executive bear, if any, or in his or her absence by a
chairperson of the meeting, which chairperson must be an officer or director of
the corporation and must be designated as chairperson 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;



                                       9
<PAGE>



                  (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;

                  (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 that the number shall be
no less than three (3) and no more than eleven (11), and the initial number of
directors upon effectiveness of these Amended and Restated Bylaws shall be eight
(8). 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



                                       10
<PAGE>



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 December 31, 2002, the
directors first serving as Class II directors shall serve for a term expiring at
the second annual meeting next following December 31, 2003, and the directors
first serving as Class III directors shall serve for a term expiring at the
third annual meeting next following December 31, 2004. As used in these Bylaws,
the term "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, 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 four (4)
such meetings shall be held 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 chairperson of the board, the chief executive officer/chief executive bear,
the president 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



                                       11
<PAGE>



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 6.9, 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 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.



                                       12
<PAGE>



         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, 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.

         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. 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




                                       13
<PAGE>



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 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
chairperson of the Board, if any, or in his or her absence by the vice
chairperson of the Board, if any, or in his or her absence by the chief
executive officer/chief executive bear, 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
chairperson 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 other number 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. 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 three directors or such other number 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.



                                       14
<PAGE>



         3.3 Nominating and Corporate Governance Committee. The Board by
resolution shall designate a Nominating and Corporate Governance Committee
consisting of three directors or such other number as may be specified by the
Board, which shall nominate candidates for election to the Board, formulate
corporate governance principles, and have such other powers and duties as the
Board determines. The members of the Nominating and Corporate Governance
Committee shall serve at the pleasure of the Board. All action of the Nominating
and Corporate Governance 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 Nominating and Corporate
Governance Committee.

         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 General
Corporation Law of Delaware to be governed by paragraph (2) of Section 141(c) in
respect of committees of the Board.



                                       15
<PAGE>



4. OFFICERS.

         4.1 Number; Security. The officers of the corporation shall consist of
a chief executive officer (or, interchangeably, a chief executive bear), 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 (or, interchangeably, a chief financial
bear) who shall be chosen by the Board and such other officers, including but
not limited to a chairperson of the Board, a vice chairperson 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
president or any executive vice president as the chief operating officer (or,
interchangeably, the chief operating bear) 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/chief financial bear, 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.
The Board may designate that the word "bear" may be used in any officer's title,
and such term may be used in substitution for or interchangeably with the word
"officer" in such person's title; in such case, each of such designations shall,
together or separately, be considered an official title for such person.

         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/chief executive bear 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/chief executive bear, 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.



                                       16
<PAGE>



         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 Chairperson of the Board. The chairperson 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 chairperson of the Board shall report to
the Board.

         4.7 Vice Chairperson of the Board. The vice chairperson of the Board,
if there shall be one, shall, in the case of the absence, disability or death of
the chairperson of the Board, exercise all the powers and perform all the duties
of the chairperson of the Board. The vice chairperson shall have such other
powers and perform such other duties as may be granted or prescribed by the
Board.

         4.8 Chief Executive Officer/Chief Executive Bear. Subject to the
control of the Board, the chief executive officer/chief executive bear of the
corporation shall have general supervision over the business of the corporation;
the powers and duties of the chief executive officer/chief executive bear shall
be:

                  (a) To affix the signature of the corporation to such 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/chief executive bear,
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 such 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.



                                       17
<PAGE>



         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 chairperson of the Board or
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 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.



                                       18
<PAGE>



                  (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/chief financial bear 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.

         4.13 Chief Financial Officer/Chief Financial Bear. The powers and
duties of the chief financial officer/chief financial bear 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/chief financial bear'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 chairperson of the board, chief executive
officer/chief executive bear 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/chief financial bear and as may be
required by the Board.



                                       19
<PAGE>


5. SHARES.

         5.1 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 chairperson or vice chairperson of the
Board 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.

         5.2 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 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 General Corporation Law of Delaware, 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.

         5.3 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



                                       20
<PAGE>



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.

         5.4 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.

         5.5 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.

         5.6 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.

         5.7 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.

         5.8 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.



                                       21
<PAGE>



6. MISCELLANEOUS.

         6.1 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 is was incorporated.

         6.2 Fiscal Year. The Board may determine the corporation's fiscal year.
Until changed by the Board, the corporation's fiscal year shall consists of the
52 or 53 week period that ends on the Saturday nearest December 31 in each year.

         6.3 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 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.

         6.4 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.

         6.5 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.

         6.6 Construction; Definitions. Unless the context requires otherwise,
the general provisions, rules of construction, and definitions in the General
Corporation Law of Delaware shall govern the construction of 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.

         6.7 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.

         6.8 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 6.7 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,



                                       22
<PAGE>



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.

         6.9 Amendments. The Board may from time to time adopt, amend or repeal
the Bylaws; provided, however, that the stockholders may amend or repeal any
Bylaw or Bylaws adopted by the Board, or adopt a new Bylaw or Bylaws, in either
case by the affirmative vote of the holders of at least eighty percent (80%) of
the voting power of all of the then outstanding shares of the capital stock of
the corporation, voting together as a single class; and, provided, further,
however, that in the case of any such stockholder action at a special meeting of
stockholders, notice of the proposed adoption, amendment or repeal of the new
Bylaw or Bylaws must be contained in the notice of such special meeting.

                  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.

Section 6.10 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 any subsidiary 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 any subsidiary 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



                                       23
<PAGE>



         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 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 or expert competence; and



                                       24
<PAGE>



                           (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 actually and reasonably 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 ultimately
determined that such person is not entitled to be indemnified under this Bylaw
or otherwise. Such expenses (including attorneys' fees) actually and reasonably
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board deems appropriate.

         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 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, or (3) or by a panel
of arbitrators, one of whom is selected by the corporation, another of whom is
selected by an indemnitee and the last of whom is selected by the first two
arbitrators so selected, that the facts known to the decision making party at
the time such determination is made demonstrate 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



                                       25
<PAGE>



holding such right in any court of competent jurisdiction in Delaware or
Missouri 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,
independent legal counsel or panel of arbitrators) 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, independent legal counsel
or panel of arbitrators) 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) Exceptions. Any other provision herein to the contrary
notwithstanding, the corporation shall not be obligated pursuant to the terms of
this Bylaw:

                  (i) to indemnify or advance expenses to any person with
         respect to proceedings or claims initiated or brought voluntarily by
         such person and not by way of defense, except with respect to
         proceedings brought to establish or enforce a right to indemnification
         under this Bylaw or any other statute or law or otherwise as required
         under Section 145, but such indemnification or advancement of expenses
         may be provided by the corporation in specific cases if the Board finds
         it to be appropriate; or

                  (ii) to indemnify an indemnitee for any expenses incurred by
         any person with respect to any proceeding instituted by such person to
         enforce or interpret this Bylaw if the material assertions made by such
         person in such proceeding were not made in good faith or were
         frivolous; or

                  (iii) to indemnify any person under this Bylaw for any amounts
         paid in settlement of a proceeding effected without the corporation's
         written consent; or

                  (iv) to indemnify any person in connection with proceedings or
         claims involving the enforcement of non-compete and/or non-disclosure
         agreements or the non-compete and/or non-disclosure provisions of
         employment, consulting or similar agreements the person may be a party
         to with the corporation, any subsidiary of the corporation or any other
         applicable foreign or domestic corporation, partnership, limited
         liability company, joint venture, trust or other enterprise, if any; or

                  (v) to indemnify any person on account of any proceeding with
         respect to (A) remuneration paid to such person if it is determined by
         final judgment or other final adjudication that such remuneration was
         in violation of law, (B) which final judgment is



                                       26
<PAGE>



         rendered against such person for an accounting of profits made by the
         purchase or sale by such person of securities of the corporation
         pursuant to the provisions of Section 16(b) of the Securities Exchange
         Act of 1934, as amended, or similar provisions of any federal, state or
         local statute, (C) which it is determined by final judgment or other
         final adjudication that such person's conduct was knowingly fraudulent
         or intentionally dishonest, or (D) which it is determined by final
         judgment or other final adjudication by a court having jurisdiction in
         the matter that such indemnification is not lawful; or

                  (vi) to indemnify any person under this Bylaw for any amounts
         indemnified by the corporation other than pursuant to this Bylaw or
         amounts paid to or for the benefit of such person by available
         insurance.

                  (f) 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.

                  (g) 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.

                  (h) 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 General Corporation Law of Delaware.

                  (i) Amendments. Any repeal or modification of this Bylaw shall
not reduce, terminate or otherwise adversely affect the right of any director or
officer to obtain the indemnification or the advance of expenses with respect to
any proceeding that arises out of any action or omission that occurred after
this Bylaw was in effect.

                  (j) 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.

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



                                       27
<PAGE>



                  (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, actual and
         reasonable 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 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.





                                       28

