<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>dex31.txt
<DESCRIPTION>AMENDED AND RESTATED BYLAWS
<TEXT>
<PAGE>



                                                                     Exhibit 3.1

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                               CLARUS CORPORATION

                           As Amended on May 20, 2002

                                    ARTICLE I
                                    ---------

                                Corporate Offices
                                -----------------

         Section 1. Principal and Registered Offices. The principal office of
         ---------  --------------------------------
the Corporation shall be located at such place as the Board of Directors may
specify from time to time. The registered office of the Corporation shall be
located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

         Section 2. Other Offices.  The Corporation may have offices at such
         ---------  -------------
other places, either within or without the State of Delaware, as the Board of
Directors may from time to time determine.

                                   ARTICLE II
                                   ----------

                            Meetings of Stockholders
                            ------------------------

         Section 1. Place of Meeting. Meetings of stockholders shall be held at
         ---------  ----------------
the principal office of the Corporation or at such other place or places, either
within or without the State of Delaware, as shall be designated by the Board of
Directors. In the absence of any such designation, meetings of stockholders
shall be held at the principal executive office of the Corporation.

         Section 2. Annual Meeting. The annual meeting of stockholders shall be
         ---------  --------------
held each yearon a date and at a time designated by the Board of Directors. At
the annual meeting, directors shall be elected and any other proper business may
be transacted.

         Section 3. Special Meeting. A special meeting of the stockholders for
         ---------  ---------------
any purpose or purposes may be called at any time by the Chairman of the Board
or the Chief Executive Officer, and shall be called by the Secretary at the
written request of, or by resolution adopted by, (a) a majority of the Board of
Directors or (b) the holders of a majority of all of the outstanding shares of
capital stock of the Corporation entitled to vote at such meeting, in which
case, such request shall state the purpose of the proposed meeting.

         Section 4. Notice of Meetings. Written or printed notice, stating the
         ---------  ------------------
place, date and hour of the meeting and, in the case of a special meeting,
briefly describing the purpose or purposes of the meeting, shall be given not
less than ten (10) days nor more than sixty (60) days before the date of the
meeting, to each stockholder of record entitled to vote at the meeting. Such
notice shall be given either personally or by first-class mail or by telegraphic
or other written communication. Notices not personally


<PAGE>

delivered shall be sent charges prepaid and shall be addressed to the
stockholder at the address of such stockholder appearing on the books of the
Corporation or given by the stockholder to the Corporation for the purpose of
notice. Notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by telegram or other means of
written communication.

         Section 5. Proxies. Each stockholder entitled to vote at a meeting of
         ---------  -------
stockholders may authorize another person or persons to act for him by proxy,
but no such proxy shall be voted or acted upon after three (3) years from its
date, unless the proxy provides for a longer period. 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 the State of
Delaware (or any successor statute).

         Section 6. Quorum. Except as otherwise provided by law, the holders of
         ---------  ------
a majority of the issued and outstanding shares of capital stock of the
Corporation entitled to vote at a meeting of stockholders, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at such meeting. In the absence of a quorum, the chairman of the meeting shall
have the power to adjourn the meeting in accordance with Article II, Section 7,
of these by-laws. 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 a quorum for
that meeting.

         Section 7. Adjourned Meeting. When a meeting is adjourned to another
         ---------  -----------------
time and place, unless these by-laws otherwise require, notice need not be given
of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting, the
Corporation may transact any business that might have been transacted at the
original meeting. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

         Section 8. Voting of Shares. Each outstanding share of voting capital
         ---------  ----------------
stock of the Corporation shall be entitled to one vote on each matter submitted
to a vote at a meeting of the stockholders, except as otherwise provided in the
Certificate of Incorporation of the Corporation. Except as otherwise provided by
law, the Certificate of Incorporation of the Corporation or these by-laws, if a
quorum is present (a) directors shall be elected by a plurality of the votes of
the shares of capital stock of the Corporation present in person or represented
by proxy at the meeting and entitled to vote on the election of directors and
(b) the affirmative vote of the holders of a majority of shares of capital stock
of the Corporation present in person or by proxy at the meeting and entitled to
vote on the subject matter shall be the act of the stockholders of the
Corporation in all matters other than the election of directors.

         Section 9. Stockholder Nominations and Proposals. Nominations for
         ---------  -------------------------------------
election as a director and proposals for stockholder action may be made only by
stockholders of the Corporation of record at the time of the giving of notice
provided for herein and shall be made in writing and shall be delivered or
mailed to the Secretary of the Corporation (a) in the case of an annual meeting
of stockholders that is called for a date that is within thirty (30) days before
or after the anniversary date of the immediately preceding annual meeting of
stockholders, not less than sixty (60) days nor more than ninety (90) days prior
to such anniversary date and (b) in the case of an annual meeting of
stockholders that is called for a date that is not within thirty (30) days
before or after the anniversary date of the immediately preceding annual meeting
of stockholders, or in the case of a special meeting of stockholders, not later
than the close of business on the tenth (10th) day following the day on which
the notice of meeting was mailed or public disclosure of the date of the meeting
was made, whichever occurs first. Such notification shall contain a written
statement of the stockholder's proposal and of the reasons therefor, his name
and

                                      -2-



<PAGE>

address and number of shares owned, and, in the case of the nomination of a
director, nominations shall contain the following information to the extent
known by the notifying stockholder: (i) the name, age and address of each
proposed nominee; (ii) the principal occupation of each proposed nominee; (iii)
the nominee's qualifications to serve as a director; (iv) such other information
relating to such nominee as required to be disclosed in solicitation of proxies
for the election of directors pursuant to the rules and regulations of the
Securities and Exchange Commission; (v) the name and residence address of the
notifying stockholder; and (vi) the number of shares owned by the notifying
stockholder, and shall be accompanied by the nominee's written consent to being
named a nominee and serving as a director if elected. A stockholder making any
proposal shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended. Nominations or proposals not made in
accordance herewith may be disregarded by the chairman of the meeting in his
discretion, and upon his instructions all votes cast for each such nominee or
for such proposal may be disregarded.

         Section 10. Action Without Meeting. Any action which the stockholders
         ----------  ----------------------
could take at a meeting may be taken without a meeting if one or more written
consents, setting forth the action taken, shall be signed, before or after such
action, by all the stockholders who would be entitled to vote upon the action at
a meeting. The consent shall be delivered to the Corporation for inclusion in
the minutes or filing with the corporate records. In order that the Corporation
may determine the stockholders entitled to consent to corporate action in
writing without a meeting, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which date shall not be
more than ten days after the date upon which the resolution fixing the record
date is adopted by the board of directors. Any person seeking to have the
stockholders authorize or take corporate action by written consent shall, by
written notice to the Secretary of the Corporation, request the board of
directors to fix a record date. The board of directors shall promptly, but in
all events within ten days after the date on which such a request is received,
adopt a resolution fixing the record date. If no record date has been fixed by
the board of directors within ten days of the date on which such a request was
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the board
of directors is required by applicable law, shall be the first date on (after
the ten-day period) which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the Corporation having custody of the book in which
proceedings of stockholders meetings are recorded, to the attention of the
Secretary of the Corporation. Delivery shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the board of directors and prior action by the board of directors is required by
applicable law, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the date on which the board of directors adopts the resolution
taking such prior action. If by law, the Corporation is required to give its
nonvoting stockholders written notice of the proposed action, it shall do so at
least ten (10) days before the action is taken, and such notice must contain or
be accompanied by the same material that would have been required by law to be
sent to nonvoting stockholders in a notice of meeting at which the proposed
action would have been submitted to the stockholders for action.

         Section 11. Record Date for Stockholder Notice. The Board of Directors
         ----------  ----------------------------------
may fix a date as the record date for the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders. Such record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors and shall not be more than sixty (60) days
or less than ten (10) days prior to the date of such meeting. If no record date
is fixed by the Board of Directors, 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

                                      -3-



<PAGE>

the close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting.

         Section 12. List of Stockholders. It shall be the duty of the Secretary
         ----------  --------------------
or other officer of the Corporation who shall have charge of the stock records,
either directly or through a transfer agent appointed by the Board of Directors,
to prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of stockholders entitled to vote at such meeting
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10) days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held. The list shall also
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.

         Section 13.  Inspectors of Elections.
         ----------   -----------------------

                      (a)  Appointment of Inspectors of Election. In advance of
                           -------------------------------------
any meeting of  stockholders,  the Board of Directors may appoint one or more
persons, other than nominees for office, as inspectors of election  to act at
such meeting or any adjournment thereof. If inspectors of election are  not so
appointed, the chairman of any such meeting may, and on the request of any
stockholder or his proxy shall, appoint inspectors of election at the meeting.
In case any person appointed as inspector fails to appear or fails or refuses to
act, the vacancy may be filled by appointment by the Board of Directors in
advance of the meeting, or at the meeting by the person acting as chairman.

                      (b)  Duties of Inspectors.  The inspectors of election
                           --------------------
shall determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum, the
authenticity, validity and effect of proxies and ballots, receive votes,
ballots or consents, count and tabulate all votes and ballots, determine the
results, retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, certify their
determination of the number of shares represented at the meeting and their count
of all votes and ballots, and do such acts as may be proper to conduct the
election or vote with fairness to all stockholders. The inspectors of election
shall perform their duties impartially, in good faith, to the best of their
ability and as expeditiously as is practical.

                      (c)  Vote of Inspectors.  If there are more than one
                           ------------------
inspectors of election, the decision, act or certificate of a majority is
effective in all respects as the decision, act or certificate of all.

                      (d)  Report of Inspectors.  On request of the chairman
                           --------------------
of the meeting or of any stockholder or his proxy, the inspectors shall make a
report in writing of any challenge or question or matter determined by them and
execute a certificate of any fact found by them. Any report or certificate made
by them is prima facie evidence of the facts stated herein.


                                   ARTICLE III
                                   -----------

                               Board of Directors
                               ------------------

         Section 1.    General Powers.  The business and affairs of the
         ---------     --------------
Corporation shall be managed



                                      -4-


<PAGE>


by or under the direction of the Board of Directors except as otherwise provided
by law, the Certificate of Incorporation of the Corporation or these by-laws.

         Section 2. Number, Term and Qualification. The Board of Directors of
         ---------  ------------------------------
the Corporation shall consist of at least three (3) but not more than seven (7)
members, which number shall be determined, from time to time, by resolution
adopted by the Board of Directors. The directors shall be classified, with
respect to the time for which they severally hold office, into three (3)
classes, as nearly equal in number as possible as determined by the Board of
Directors, with one class to be elected annually, at a meeting of the
stockholders by a plurality of the votes of the shares present in person or by
proxy and entitled to vote on the election of directors.

         The directors of the Corporation shall be divided into three classes as
nearly equal in size as is practicable, hereby designated Class I, Class II and
Class III. The term of office of the initial Class I directors shall expire at
the first regularly-scheduled annual meeting of the stockholders following the
effective date of these Bylaws (the "Effective Date"), the term of office of the
initial Class II directors shall expire at the second annual meeting of the
stockholders following the Effective Date and the term of office of the initial
Class III directors shall expire at the third annual meeting of the stockholders
following the Effective Date. At each annual meeting of stockholders, commencing
with the first regularly-scheduled annual meeting of stockholders following the
Effective Date, each of the successors elected as directors of a Class whose
term shall have expired at such annual meeting shall be elected to hold office
until the third annual meeting next succeeding his or her election and until his
or her respective successor shall have been duly elected and qualified. If the
number of directors is hereafter changed, any newly created directorships or
decrease in directorships shall be so apportioned among the classes as to make
all classes as nearly equal in number as is practicable, provided that no
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

         Each director shall hold office until the next annual meeting of
stockholders at which his term expires and until his successor is elected and
qualified, or until his earlier death, resignation or removal pursuant to these
by-laws. Directors need not be residents of the State of Delaware or
stockholders of the Corporation.

         Section 3. Removal. Except as provided in the Certificate of
         ---------  -------
Incorporation or under applicable law, directors may be removed from office only
with cause by a vote of the holders of a majority of the shares of capital stock
of the Corporation then entitled to vote at an election of directors.

         Section 4. Resignation. Any director of the Corporation may resign at
         ---------  -----------
any time by giving written notice to the Chairman of the Board, the Chief
Executive Officer or the Secretary of the Corporation. Such resignation shall be
effective upon the giving of such notice or at such later time as shall be
specified therein. The acceptance of such resignation shall not be necessary to
make it effective.

         Section 5. Vacancies. Any vacancies occurring on the Board of Directors
         ---------  ---------
for any reason (including death, resignation, disqualification, removal or other
causes) and any newly created directorships resulting from an increase in the
authorized number of directors may be filled only by vote of a majority of the
remaining members of the Board of Directors, even if less than a quorum, at any
meeting of the Board of Directors. Notwithstanding the immediately preceding
sentence, the Board of Directors may by resolution determine that any such
vacancies or newly created directorships shall be filled by the stockholders of
the Corporation. Any director elected in accordance with the foregoing

                                      -5-



<PAGE>


provisions shall hold office until the next annual meeting of stockholders and
until his successor is elected and qualified, or until his earlier resignation
or removal pursuant to these by-laws.

         Section 6. Compensation. Directors and members of committees may
         ---------  ------------
receive such compensation, if any, for their services as such and may be
reimbursed for expenses of attendance at meetings of the Board of a committee as
may be fixed or determined by resolution of the Board of Directors. Any director
may serve the Corporation in any other capacity and receive compensation
therefor.

                                   ARTICLE IV
                                   ----------

                              Meetings of Directors
                              ---------------------

         Section 1. Annual Meetings. The annual meeting of the Board of
         ---------  ---------------
Directors for the purpose of electing officers and transacting such other
business as may be brought before the meeting shall be held immediately
following the annual meeting of the stockholders at the place where such meeting
is held. Notice of annual meetings shall not be required.

         Section 2. Regular Meetings. The Board of Directors may by resolution
         ---------  ----------------
provide for the holding of regular meetings of the Board on specified dates and
at specified times. If any date for which a regular meeting is scheduled shall
be a legal holiday, the meeting shall be held on the next business day that is
not a legal holiday. Regular meetings of the Board of Directors shall be held at
the principal executive office of the Corporation or at such other place as may
be determined by resolution of the Board of Directors. Notice of regular
meetings shall not be required.

         Section 3. Special Meetings. Special meetings of the Board of Directors
         ---------  ----------------
may be called by or at the request of the Chairman of the Board, the Chief
Executive Officer, the Secretary or a majority of the number of directors
constituting the full Board of Directors. Such meetings shall be held at the
time and place designated in the notice of the meeting.

         Section 4. Notice of Special Meetings. Notice of the time and place of
         ---------  --------------------------
special meetings shall be given to each director (a) in a writing mailed not
less than five days before such meeting addressed to the residence or usual
place of business of a director, (b) by telecopy or telegram sent not less than
two days before such meeting to the residence or usual place of business of a
director or (c) in person or by telephone delivered not less than one day before
such meeting. Attendance by a director at a meeting for which notice is required
shall constitute a waiver of notice, except where a director attends the meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called. Except as otherwise herein provided, neither
the business to be transacted at, nor the purpose of, any special meeting of the
Board of Directors need be specified in the notice of such meeting.

         Section 5. Quorum. A majority of the number of directors fixed from
         ---------  ------
time to time by the Board of Directors shall constitute a quorum for the
transaction of business at a meeting of the Board of Directors. If a quorum is
initially present, the Board of Directors may continue to transact business,
notwithstanding the withdrawal of enough directors to leave less than a quorum,
if any action taken is approved by a majority of the directors initially
constituting a quorum for that meeting.

         Section 6. Adjourned Meeting. A majority of the directors present,
         ---------  -----------------
whether or not constituting a quorum, may adjourn any meeting of the Board of
Directors to another time and place. Notice of the time and place of holding an
adjourned meeting of the Board of Directors need not be given unless the meeting
is adjourned for more than forty-eight (48) hours. If the meeting is adjourned
for more

                                      -6-


<PAGE>

than forty-eight (48) 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 in Article IV, Section 4 of these by-laws, to the directors
who were not present at the time of the adjournment.

         Section 7. Manner of Acting. Except as otherwise provided by law, these
         ---------  ----------------
by-laws or the Certificate of Incorporation of the Corporation, the act of the
majority of the directors present at a duly held meeting at which a quorum is
present shall be the act of the Board of Directors.

         Section 8. Action Without Meeting. Any action required or permitted to
         ---------  ----------------------
be taken at any meeting of the Board of Directors may be taken without a meeting
if all members of the Board of Directors consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors, whether done before or after the action is taken. Such unanimous
written consent shall have the same force and effect as a unanimous vote at a
meeting, and may be stated as such in any articles, certificates or documents
filed with the Secretary of State of Delaware, or any other state wherein the
Corporation may do business.

         Section 9. Meeting by Use of Conference Telephone. Any one or more
         ---------  --------------------------------------
directors may participate in a meeting of the Board of Directors by means of a
conference telephone or similar communications device which allows all persons
participating in the meeting to hear each other, and such participation in a
meeting shall be deemed presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                                    ARTICLE V
                                    ---------

                                   Committees
                                   ----------

         Section 1. Designation of Committees. The Board of Directors may, by
         ---------  -------------------------
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, each committee to consist of one or more of the directors of
the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Any such committee, to the extent
provided in these by-laws or in the resolution of the Board of Directors
establishing the same, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
Corporation; provided, however, that no such committee shall have the power or
authority to (a) amend the Certificate of Incorporation of the Corporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors as provided in Section 151(a) of the General Corporation Law of the
State of Delaware, fix the designations and any of the preferences or rights of
such shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series), (b) adopt an agreement of merger or consolidation under Sections
251, 252, 254 through 258, 263 or 264 of the General Corporation Law of the
State of Delaware, (c) recommend to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property and assets, (d)
recommend to the stockholders a dissolution of the Corporation or a revocation
of a dissolution or (e) amend these by-laws; and, unless the resolution, these
by-laws or the Certificate of Incorporation of the Corporation expressly so
provides, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock or to adopt a certificate of
ownership and merger pursuant to Section 253 of the General Corporation Law of
the State of Delaware. Such

                                      -7-


<PAGE>

committees or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.

         Section 2. Minutes. Each committee shall keep minutes of its
         ---------  -------
proceedings and shall report thereon to the Board of Directors when required.

         Section 3. Meetings and Action of Committees. Meetings and actions of
         ---------  ---------------------------------
committees shall be governed by, and held in accordance with, the following
provisions of Article IV of these by-laws: Section 2 (regular meetings), Section
3 (special meetings), Section 4 (notice of special meetings), Section 5
(quorum), Section 6 (adjourned meeting), Section 7 (manner of acting), Section 8
(action without meeting) and Section 9 (meeting by use of conference telephone),
with such changes in the context of such by-laws as are necessary to substitute
the committee and its members for the Board of Directors and its members;
provided, however, that the time of regular meetings of committees may be
determined either by resolution of the Board of Directors or by resolution of
the committee, that special meetings of committees may also be called by
resolution of the Board of Directors, and that notice of special meetings of
committees shall also be given to all alternative members, who shall have the
right to attend all meetings of the committee. The Board of Directors may adopt
rules for the governance of any committee not inconsistent with the provisions
of these by-laws.

                                   ARTICLE VI
                                   ----------

                                    Officers
                                    --------

         Section 1. Titles. The officers of the Corporation shall be elected by
         ---------  ------
the Board of Directors and shall consist of a Chairman of the Board, a Chief
Executive Officer, a President, a Chief Financial Officer, a Secretary, and a
Treasurer. The Board of Directors may also elect a Controller and one or more
Vice Presidents and Assistant Secretaries, Assistant Treasurers and such other
officers as it shall deem necessary. Except as otherwise provided in these
by-laws, the additional officers shall have the authority and perform the duties
as from time to time may be prescribed by the Board of Directors. Any two or
more offices may be held by the same individual, but no officer may act in more
than one capacity where action of two or more officers is required.

         Section 2. Election and Term. The officers of the Corporation shall be
         ---------  -----------------
elected by the Board of Directors at the annual meeting of the Board held each
year immediately following the annual meeting of the stockholders, and each
officer shall hold office until the next annual meeting at which officers are to
be elected and until his successor is elected and qualified, or until his
earlier resignation or removal pursuant to these by-laws.

         Section 3. Removal. Any officer or agent elected or appointed by the
         ---------  -------
Board of Directors may be removed, with or without cause, by the Board of
Directors, but removal shall be without prejudice to any contract rights of the
individual removed. Election or appointment of an officer or agent shall not of
itself create contract rights.

         Section 4. Resignation. Any officer of the Corporation may resign at
         ---------  -----------
any time by giving written notice to the Corporation. Such resignation shall be
effective upon the giving of such notice or at such later time as shall be
specified therein. The acceptance of such resignation shall not be necessary to
make it effective.

         Section 5. Vacancies. Any vacancies among the officers for any reason
         ---------  ---------
(including death, resignation, disqualification, removal or other causes) may be
filled by the Board of Directors in the

                                      -8-



<PAGE>

manner prescribed in these by-laws for regular elections to that office.

         Section 6. Compensation.  The compensation of the officers shall be
         ---------  ------------
fixed by or under the direction of the Board of Directors. No officer shall be
prevented from receiving such compensation by reason of the fact that such
officer is also a director of the Corporation.

         Section 7. Chairman of the Board. The Chairman of the Board of
         ---------  ---------------------
Directors shall preside at meetings of the Board of Directors. The Chairman of
the Board may but need not be an employee of the Corporation. If not elected
Chief Executive Officer, the Chairman of the Board shall have such other
authority and shall perform such other duties as may from time to time be
conferred upon him herein or by the Chief Executive Officer.

         Section 8. Chief Executive Officer. The Chief Executive Officer shall
         ---------  -----------------------
have general charge of the business and affairs of the Corporation, shall have
final decision-making authority in the conduct of all business affairs of the
Corporation, and shall preside at meetings of the stockholders. The Chief
Executive Officer may perform such acts, not inconsistent with the applicable
law or the provisions of these by-laws, usually performed by the principal
executive officer of a corporation and may sign and execute all authorized
notes, bonds, contracts and other obligations in the name of the Corporation.
The Chief Executive Officer shall have such other powers and perform such other
duties as the Board of Directors shall designate or as may be provided by
applicable law or elsewhere in these by-laws.

         Section 9. President. The President shall have responsibility for the
         ---------  ---------
day-to-day operations of the business of the Corporation and shall report to the
Chief Executive Officer. The President may perform such acts, not inconsistent
with the applicable law or the provisions of these by-laws, usually performed by
the chief operating officer of a corporation and may sign and execute all
authorized notes, bonds, contracts and other obligations in the name of the
Corporation. The President shall have such other powers and perform such other
duties as the Board of Directors shall designate or as may be provided by
applicable law or elsewhere in these by-laws, and in the event of the disability
or death of the Chief Executive Officer, he shall perform the duties of the
Chief Executive Officer unless and until a new Chief Executive Officer is
elected by the directors.

         Section 10. Chief Financial Officer. The Chief Financial Officer of the
         ----------  -----------------------
Corporation shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings
and shares. The books of account shall at all reasonable times be open to
inspection by any director for a purpose reasonably related to his position as a
director. The Chief Financial Officer shall render to the Chief Executive
Officer and Board of Directors, whenever they may request it, an account of the
transactions of the Corporation and of the financial condition of the
Corporation. The Chief Financial Officer shall have such other powers and
perform such other duties as the Board of Directors shall designate or as may be
provided by applicable law or elsewhere in these by-laws.

         Section 11.  Vice  Presidents.  Each Vice President shall have such
         ----------   ----------------
powers and perform such duties as shall be assigned to him by the Board of
Directors.

         Section 12. Secretary. The Secretary shall keep, or cause to be kept,
         ----------  ---------
accurate records of the acts and proceedings of all meetings of stockholders and
of the Board of Directors and shall give all notices required by law and by
these by-laws. The Secretary shall have general charge of the corporate books
and records and of the corporate seal and shall affix the corporate seal to any
lawfully executed instrument requiring it. The Secretary shall have general
charge of the stock transfer books of the

                                      -9-


<PAGE>

Corporation and shall keep, or cause to be kept, at the principal office of the
Corporation a record of stockholders, showing the name and address of each
stockholder and the number and class of the shares held by each stockholder. The
Secretary shall sign such instruments as may require the signature of the
Secretary, and in general may perform such acts, not inconsistent with the
applicable law or the provisions of these by-laws, usually performed by the
secretary of a corporation. The Secretary shall have such other powers and
perform such other duties as the Board of Directors shall designate from time to
time.

         Section 13. Assistant Secretaries. Each Assistant Secretary shall have
         ----------  ---------------------
such powers and perform such duties as may be assigned by the Board of
Directors, and the Assistant Secretaries shall exercise the powers of the
Secretary during that officer's absence or inability to act.

         Section 14. Treasurer. The Treasurer shall have the custody of the
         ----------  ---------
corporate funds and securities and shall keep and maintain, or cause to be kept
and maintained, full and accurate accounts of receipts and disbursements. The
Treasurer shall deposit all monies and other valuables in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse funds of the Corporation as may be
ordered by the Board of Directors, the Chief Executive Officer or the President,
taking proper vouchers for such disbursements. The Treasurer shall also have
such powers and perform such duties incident to the office as may be assigned
from time to time by the Board of Directors.

         Section 15. Assistant Treasurers. Each Assistant Treasurer shall have
         ----------  --------------------
such powers and perform such duties as may be assigned by the Board of
Directors, and the Assistant Treasurers shall exercise the powers of the
Treasurer during that officer's absence or inability to act.

         Section 16. Controller and Assistant Controllers. The Controller shall
         ----------  ------------------------------------
have charge of the accounting affairs of the Corporation and shall have such
other powers and perform such other duties as the Board of Directors shall
designate. The Controller shall report to the Chief Financial Officer. Each
Assistant Controller shall have such powers and perform such duties as may be
assigned by the Board of Directors, and the Assistant Controllers shall exercise
the powers of the Controller during that officer's absence or inability to act.

         Section 17. Voting Upon Stocks. Unless otherwise ordered by the Board
         ----------  ------------------
of Directors, the Chief Executive Officer shall have full power and authority on
behalf of the Corporation to attend, act and vote at meetings of the
stockholders of any Corporation in which this Corporation may hold stock, and at
such meetings shall possess and may exercise any and all rights and powers
incident to the ownership of such stock and which, as the owner, the Corporation
might have possessed and exercised. The Board of Directors may by resolution
from time to time confer such power and authority upon any other person or
persons.

                                   ARTICLE VII
                                   -----------

                                  Capital Stock
                                  -------------

         Section 1. Certificates. Certificates for shares of the capital stock
         ---------  ------------
of the Corporation shall be in such form not inconsistent with the certificate
of incorporation of the Corporation as shall be approved by the Board of
Directors. The certificates shall be consecutively numbered or otherwise
identified. The name and address of the persons to whom they are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
records of the Corporation. Each certificate shall be signed by the Chief
Executive Officer or President and by the Secretary or any Assistant Secretary;

                                      -10-


<PAGE>


provided, that where a certificate is signed by a transfer agent of the
Corporation, the signatures of such officers of the Corporation upon the
certificate may be by facsimile, engraved or printed. Each certificate shall be
sealed with the seal of the Corporation or a facsimile thereof.

         Section 2. Transfer of Shares. Transfer of record of shares of stock of
         ---------  ------------------
the Corporation shall be made on the stock transfer books of the Corporation
only upon surrender of the certificate for the shares sought to be transferred
by the record holder or by a duly authorized agent, transferee or legal
representative. All certificates surrendered for transfer shall be cancelled
before new certificates for the transferred shares shall be issued.

         Section 3. Restrictions on Transfer of Shares. The Corporation shall
         ---------  ----------------------------------
have the power to enter into and perform any agreement with any stockholders of
the Corporation to restrict the transfer of shares of stock of the Corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of the State of Delaware.

         Section 4. Transfer Agent and Registrar. The Board of Directors may
         ---------  ----------------------------
appoint one or more transfer agents and one or more registrars of transfers and
may require all stock certificates to be signed or countersigned by the transfer
agent and registered by the registrar of transfers.

         Section 5. Regulations.  The Board of Directors shall have power and
         ---------  -----------
authority to make rules and regulations as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of capital stock of
the Corporation.

         Section 6. Lost Certificates. The Board of Directors may authorize the
         ---------  -----------------
issuance of a new certificate in place of a certificate claimed to have been
lost or destroyed, upon receipt of an affidavit from the person explaining the
loss or destruction. When authorizing issuance of a new certificate, the Board
of Directors may require the claimant to give the Corporation a bond in a sum as
it may direct to indemnify the Corporation against loss from any claim with
respect to the certificate claimed to have been lost or destroyed; or the Board
of Directors may, by resolution reciting that the circumstances justify such
action, authorize the issuance of the new certificate without requiring a bond.


                                  ARTICLE VIII
                                  ------------

                               General Provisions
                               ------------------

         Section 1.  Dividends.  The Board of Directors may from time to time s
         ---------   ---------
declare, and the Corporation may pay, dividend out of its earned surplus on its
outstanding shares in the manner and upon the terms and conditions provided by
law.

         Section 2. Record Date for Purposes Other Than Stockholder Notice. The
         ---------  ------------------------------------------------------
Board of Directors may fix a date as the record date for the purpose of
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to exercise
any rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action. Such record date shall not precede the date
upon which the resolution fixing the record date is adopted and shall not be
more than sixty (60) days prior to such action. If no record date is fixed by
the Board of Directors, the record date for determining stockholders for any
such purpose shall be at the close of business on the date on which the Board of
Directors adopts the resolution relating thereto.

         Section 3. Seal. The seal of the Corporation shall have inscribed
         ---------  ----
thereon the name of the

                                      -11-

<PAGE>

Corporation and "Delaware" around the perimeter, and the words "Corporate Seal"
in the center.

         Section 4. Waiver of Notice. Whenever notice is required to be given to
         ---------  ----------------
a stockholder, director or other person under the provisions of these by-laws,
the certificate of incorporation of the Corporation or by applicable law, a
waiver in writing signed by the person or persons entitled to the notice,
whether before or after the time stated in the notice, shall be equivalent to
giving the notice.

         Section 5. Depositories and Checks. All funds of the Corporation shall
         ---------  -----------------------
be deposited in the name of the Corporation in such bank, banks or other
financial institutions as the Board of Directors may from time to time designate
and shall be drawn out on checks, drafts or other orders signed on behalf of the
Corporation by such person or persons as the Board of Directors may from time to
time designate.

         Section 6. Bond. The Board of Directors may by resolution require any
         ---------  ----
or all officers, agents and employees of the Corporation to give bond to the
Corporation, with sufficient sureties, conditioned on the faithful performance
of the duties of their respective offices or positions, and to comply with such
other conditions as may from time to time be required by the Board.

         Section 7. Loans to Officers.  The Corporation may lend money to, or
         ---------  -----------------
guarantee any obligation of, or otherwise assistany officer or other employee of

the Corporation or of its subsidiaries, including any officer or employee who is
a director of the Corporation or its subsidiaries, whenever, in the judgment of
the Board of Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the Corporation. The loan, guarantee or other assistance may
be with or without interest and may be unsecured, or secured in such manner as
the Board of Directors shall approve, including, without limitation, a pledge of
shares of stock of the Corporation. Nothing in these by-laws shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation at
common law or under any statute.

         Section 8. Fiscal Year. The fiscal year of the Corporation shall be the
         ---------  -----------
period ending on December 31 of each year or such other period as the Board of
Directors shall from time to time determine.

         Section 9. Indemnification of Directors and Officers.
         ---------  -----------------------------------------

                    (a) Right to Indemnification. The Corporation shall, to the
                        ------------------------
maximum extent and in the manner permitted by the General Corporation Law of the
State of Delaware as the same now exists or may hereafter be amended,
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with any threatened, pending or completed action, suit or proceeding
in which such person was or is a party or is threatened to be made a party by
reason of the fact that such person is or was a director or officer of the
Corporation. For purposes of the foregoing provisions, a "director" or "officer"
of the Corporation shall mean any person (a) who is or was a director or officer
of the Corporation, (b) who is or was serving at the request of the Corporation
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise or (c) who was a director or officer of a corporation
which was a predecessor corporation of the Corporation or of another enterprise
at the request of such predecessor corporation. The Corporation shall be
required to indemnify a director or officer in connection with an action, suit
or proceeding (or part thereof) initiated by such director or officer only if
the initiation of such action, suit or proceeding (or part thereof) by the
director or officer was authorized by the Board of Directors of the Corporation.
The Corporation shall pay the expenses (including attorneys' fees) incurred by a
director or officer of the Corporation entitled to indemnification hereunder in
defending any action, suit or proceeding referred to in the immediately
preceding paragraph in advance of its final disposition;


                                      -12-


<PAGE>

provided, however, that payment of expenses incurred by a director or officer of
the Corporation in advance of the final disposition of such action, suit or
proceeding shall be made only upon receipt of an undertaking by the director or
officer to repay all amounts advanced if it shall ultimately be determined that
the director or officer is not entitled to be indemnified under this Article
VIII, Section 9 or otherwise. Any repeal or modification of the foregoing
provisions of these by-laws shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
time of such repeal or modification.

                     (b)  Right of Indemnitee to Bring Suit.  If a claim under
                          ---------------------------------

paragraph (a) of this Section is not paid in full by the Corporation within
sixty (60) days after a written claim has been received by the Corporation,
except in the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty (20) days, the person claiming indemnification
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in whole or in part in any such suit
or in a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be
paid also the expense of prosecuting or defending such suit. In any suit brought
by a person claiming indemnification to enforce a right to indemnification
hereunder (but not in a suit brought by any such person to enforce a right to an
advancement of expenses), it shall be a defense that such  person has not met
the applicable  standard of conduct set forth in the General Corporation Law of
the Stateof Delaware. In any suit by the Corporation to recover an advancement
ofexpenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that such person has
not met the applicable standard of conduct set forth in the General Corporation
Law of the State of Delaware. Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel or its stockholders) to have
made a determination prior to the commencement of any such suit that
indemnification is proper in the circumstances because the person claiming
indemnification has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel or
its stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by a
person claiming indemnification, be a defense to such suit. In any suit brought
by a person claiming indemnification to enforce a right hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that such person is not entitled to be
indemnified or to such advancement of expenses under this Section or otherwise
shall be on the Corporation.

                           (c)  Non-Exclusivity of Rights.  The rights to
                                --------------------------
indemnification and to the advancement of expenses conferred in this Section
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, the certificate of incorporation of the Corporation,
these by-laws, by agreement, by vote of stockholders or disinterested directors
or otherwise.

                           (d)  Insurance.  The Corporation may maintain
                                ---------
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss under the
General Corporation Law of the State of Delaware.

                           (e)  Indemnification of Agents of the Corporation.
                                --------------------------------------------
The Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses,
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Section with respect to the indemnification and advancement
of expenses of directors and officers of the Corporation.


                                      -13-



<PAGE>



         Section 10. Amendments. Except as otherwise provided herein, these
         ----------  ----------
by-laws may be amended or repealed and new by-laws may be adopted by the
affirmative vote of the holders of a majority of the capital stock issued and
outstanding and entitled to vote at any meeting of stockholders or by resolution
adopted by the affirmative vote of not less than a majority of the number of
directors of the Corporation. The provisions of Article II-Section 9, Article
III-Section 2, Article VIII-Section 9, and this Article VIII-Section 10 may only
be altered, amended or repealed by the affirmative vote of the holders of at
least two-thirds (2/3) of the outstanding shares of Common Stock.

                                      -14-


</TEXT>
</DOCUMENT>
