<DOCUMENT>
<TYPE>EX-3.1(III)
<SEQUENCE>16
<FILENAME>ex3-1iii_14663.txt
<DESCRIPTION>AMENDED & RESTATED BY-LAWS
<TEXT>
                                                                EXHIBIT 3.1(iii)
                                                                ----------------









                              AMENDED AND RESTATED

                                   BY-LAWS OF


                            BRIDGELINE SOFTWARE, INC.


                             A DELAWARE CORPORATION








<PAGE>
                            BRIDGELINE SOFTWARE, INC.

                                    * * * * *

                          AMENDED AND RESTATED BY-LAWS

                                    * * * * *


                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

         Section 1.  Place of Meetings. Meetings of the stockholders shall be
held at such place within or without the State of Delaware, if any, as may be
fixed from time to time by the board of directors. When meetings of the
stockholders are held at a designated place, the board of directors may, in its
sole discretion, authorize stockholders and proxyholders not physically present
at the meeting to participate in such meeting by means of remote communication.
Additionally, in lieu of holding any meeting of the stockholders at a specific
place, the board of directors may, in its sole discretion, determine that such
meeting shall be held solely by means of remote communication. In either such
case, the board of directors shall adopt such policies and procedures as the
board of directors deems necessary and appropriate, and as shall be required by
law, to permit stockholders to participate in such meeting by means of remote
communication and to be deemed present in person and vote at such meeting.

         Section 2.  Annual Meeting. Annual meetings of stockholders shall be
held at such date and time as shall be designated from time to time by the board
of directors, at which meeting the stockholders shall elect a board of directors
and shall transact such other business as may properly be brought before the
meeting.

         Section 3.  Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, may, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called from time to time by the board of
directors, the Chairman of the Board or the President and be held at such date
and time as shall be designated by the party calling the meeting. The board of
directors, the Chairman or the President may postpone or reschedule any
previously scheduled special meeting. Business transacted at any special meeting
shall be limited to matters relating to the purpose or purposes stated in the
notice of meeting.

         Section 4.  Notice of Meetings. Except as otherwise provided by law,
notice of each meeting of stockholders, whether annual or special, shall be
given in compliance with the provisions of Article IV hereof, not less than ten
or more than sixty days before the date of the meeting, to each stockholder and
proxy holder entitled to vote at such meeting. The notices of all meetings shall
state the place, date and time of the meeting and the means of remote
communication, if any, by which stockholders and proxyholders may be deemed to
be present in
<PAGE>
person and vote at such meeting. The notice of a special meeting shall state, in
addition, the purpose or purposes for which the meeting is called.

         Section 5.  Voting List. The secretary of the corporation shall prepare
and make, or cause to be prepared and made, at least ten days before every
meeting of stockholders, a complete list of the 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 each stockholder.
Nothing in this Section 5 shall require the corporation to include electronic
mail addresses or other electronic contact information on such list. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting: (i) 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 (ii) during ordinary business hours, at the principal place
of business of the corporation. In the event that the corporation determines to
make the list available on an electronic network, the corporation may take
reasonable steps to ensure that such information is available only to
stockholders of the corporation. If the meeting is to be held at a place, then
the list shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.
If the meeting is to be held solely by means of remote communication, then the
list shall also be open to the examination of any stockholder during the whole
time of the meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice of
the meeting. The list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.

         Section 6.  Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person, present by means of
remote communication in a manner, if any, authorized by the board of directors
in its sole discretion, 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, the certificate of incorporation or these
By-Laws. Where a separate vote by a class or classes is required, a majority of
the outstanding shares of such class or classes, present in person or
represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on that matter. The stockholders present at a duly called
meeting at which a quorum is present may continue to transact business at the
meeting or any adjournment thereof, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum at the meeting or any adjournment
thereof.

         Section 7.  Adjournments. Any meeting of stockholders may be adjourned
from time to time to any other time and to any other place at which a meeting of
stockholders may be held under these By-Laws (including the adjournment of a
meeting held at a place to a meeting held solely by means of remote
communication and VICE VERSA) by the holders a majority of the shares present or
represented by proxy at the meeting and entitled to vote, though less than a
quorum, or, if no stockholder is present or represented by proxy, by any officer
entitled to preside at or to act as secretary of such meeting, without notice
other than announcement at the meeting. At such adjourned meeting (at which a
quorum shall be present or represented, if a quorum was not present or
represented at the original meeting), any business may be transacted which might
have been transacted at the original meeting. If the adjournment is for more
than thirty days, or if after

                                        2
<PAGE>
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.  Action at Meetings. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock present in person or
represented by proxy and entitled to vote on the matter (or where a separate
vote by a class or classes is required, the vote of the majority of shares of
such class or classes present in person or represented by proxy at the meeting)
shall decide any matter (other than the election of directors) brought before
such meeting, unless the matter is one upon which by express provision of law,
the certificate of incorporation or these By-Laws, a different vote is required,
in which case such express provision shall govern and control the decision of
such matter. Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors.

         Section 9.  Voting and Proxies. Unless otherwise provided by law or in
the certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote for each share of capital stock having
voting power held of record by such stockholder. Each stockholder of record
entitled to vote at a meeting of stockholders may vote in person (including by
means of remote communications, if any, by which stockholders may be deemed to
be present in person and vote at such meeting) or may authorize another person
or persons to act for such stockholder by a proxy executed or transmitted in a
manner permitted by the General Corporation Law of the State of Delaware by the
stockholder or such stockholder's authorized agent and delivered (including by
electronic transmission) to the secretary of the corporation, but no such proxy
shall be voted or acted upon after three years from its date, unless the proxy
provides for a longer period.

         Section 10. Nomination of Directors.

                     (a) Except for (i) any directors entitled to be elected by
the holders of preferred stock, if any, (ii) any directors elected in accordance
with Article II, Section 3 hereof by the board of directors to fill a vacancy or
newly-created directorships or (iii) as otherwise required by applicable law or
stock market regulation, only persons who are nominated in accordance with the
procedures in this Section 10 shall be eligible for election as directors.
Nomination for election to the board of directors at a meeting of stockholders
may be made (A) by or at the direction of the board of directors or (B) by any
stockholder of the corporation who (x) complies with the notice procedures set
forth in Section 10(b) and (y) is a stockholder of record on the date of the
giving of such notice and on the record date for the determination of
stockholders entitled to vote at such meeting.

                     (b) (i) To be timely, a stockholder's notice must be
received in writing by the secretary at the principal executive offices of the
corporation as follows: (A) in the case of an election of directors at an annual
meeting of stockholders, not less than 90 days nor more than 120 days prior to
the first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting in any other year is
advanced by more than 20 days, or delayed by more than 60 days, from the first
anniversary of the preceding year's annual meeting, a stockholder's notice must
be so received not earlier than the 120th day prior to

                                        3
<PAGE>
such annual meeting and not later than the close of business on the later of (x)
the 90th day prior to such annual meeting and (y) the tenth day following the
day on which notice of the date of such annual meeting was mailed or public
disclosure of the date of such annual meeting was made, whichever first occurs;
or (B) in the case of an election of directors at a special meeting of
stockholders, provided that the board of directors has determined that directors
shall be elected at such meeting, not earlier than the 120th day prior to such
special meeting and not later than the close of business on the later of (1) the
90th day prior to such special meeting and (2) the tenth day following the day
on which notice of the date of such special meeting was mailed or public
disclosure of the date of such special meeting was made, whichever first occurs.
In no event shall the adjournment or postponement of an annual meeting (or the
public announcement thereof) commence a new time (or extend any time period) for
the giving of a stockholder's notice.

                     (ii) The stockholder's notice to the secretary shall set
forth: (A) as to each proposed nominee (1) such person's name, age, business
address and, if known, residence address, (2) such person's principal occupation
or employment, (3) the class and number of shares of stock of the corporation
which are beneficially owned by such person, and (4) any other information
concerning such person that must be disclosed as to nominees in proxy
solicitations pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); (B) as to the stockholder giving the
notice (1) such stockholder's name and address, as they appear on the
corporation's books, (2) the class and number of shares of stock of the
corporation which are owned, beneficially and of record, by such stockholder,
(3) a description of all arrangements or understandings between such stockholder
and each proposed nominee and any other person or persons (including their
names) pursuant to which the nomination(s) are to be made by such stockholder,
(4) a representation that such stockholder intends to appear in person or by
proxy at the meeting to nominate the person(s) named in its notice and (5) a
representation whether the stockholder intends or is part of a group which
intends (x) 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
elect the nominee and/or (y) otherwise to solicit proxies from stockholders in
support of such nomination; and (z) as to the beneficial owner, if any, on whose
behalf the nomination is being made (aa) such beneficial owner's name and
address, (bb) the class and number of shares of stock of the corporation which
are beneficially owned by such beneficial owner, (cc) a description of all
arrangements or understandings between such beneficial owner and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made and (dd) a representation whether the
beneficial owner intends or is part of a group which intends (xx) to deliver a
proxy statement and/or form of proxy to holders of at least the percentage of
the corporation's outstanding capital stock requirement to elect the nominee
and/or (yy) otherwise to solicit proxies from stockholders in support of such
nomination. In addition, to be effective, the stockholder's notice must be
accompanied by the written consent of the proposed nominee to serve as a
director if elected. The corporation may require any proposed nominee to furnish
such other information as may reasonably be required to determine the
eligibility of such proposed nominee to serve as a director of the corporation.
A stockholder shall not have complied with this Section 10(b) if the stockholder
(or beneficial owner, if any, on whose behalf the nomination is made) solicits
or does not solicit, as the case may be, proxies in support of such
stockholder's nominee in contravention of the representations with respect
thereto required by this Section 10.

                                        4
<PAGE>
                     (c) The chairman of any meeting shall, if the facts
warrant, have the power and duty to determine that a nomination was not made in
accordance with the provisions of this Section 10 (including whether the
stockholder or beneficial owner, if any, on whose behalf the nomination is made
solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies in support of such stockholder's nominee in compliance with
the representations with respect thereto required by this Section 10), and if
the chairman should so determine, the chairman shall so declare to the meeting
and such nomination shall be disregarded.

                     (d) Except as otherwise required by law, nothing in this
Section 10 shall obligate the corporation or the board of directors to include
in any proxy statement or other stockholder communication distributed on behalf
of the corporation or the board of directors information with respect to any
nominee for director submitted by a stockholder.

                     (e) Notwithstanding the foregoing provisions of this
Section 10, if the stockholder (or a qualified representative of the
stockholder) does not appear at the annual or special meeting of stockholders of
the corporation to present a nomination, such nomination shall be disregarded,
notwithstanding that proxies in respect of such vote may have been received by
the corporation. For purposes of this Section 10, to be considered a qualified
representative of the stockholder, a person must be authorized by a writing
executed by such stockholder or an electronic transmission delivered by such
stockholder to act for such stockholder as proxy at the meeting of stockholders,
and such person must produce such writing or electronic transmission, or a
reliable reproduction of the writing or electronic transmission, at the meeting
of stockholders.

                     (f) For purposes of this Section 10, "public disclosure"
shall include disclosure in a press release reported by the Dow Jones New
Service, Associated Press or comparable national news service or in a document
publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

         Section 11. Notice of Business at Annual Meetings.

                     (a) At any annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the board of directors, (ii) otherwise properly brought before
the meeting by or at the direction of the board of directors, or (iii) properly
brought before the meeting by a stockholder. For business to be properly brought
before an annual meeting by a stockholder, (i) if such business relates to the
nomination of a person for election as a director of the corporation, the
procedures in Article II, Section 10 must be complied with and (ii) if such
business relates to any other matter, the business must constitute a proper
matter for stockholder action and the stockholder must (x) have given timely
notice thereof in writing to the secretary in accordance with the procedures set
forth in Section 11(b) of this Article II and (y) be a stockholder of record on
the date of the giving of such notice and on the record date for the
determination of stockholders entitled to vote at such annual meeting.

                                        5
<PAGE>
                     (b) To be timely, a stockholder's notice must be received
in writing by the secretary at the principal executive offices of the
corporation not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting in any other year is advanced by
more than 20 days, or delayed by more than 60 days, from the first anniversary
of the preceding year's annual meeting, a stockholder's notice must be so
received not earlier than the 120th day prior to such annual meeting and not
later than the close of business on the later of (A) the 90th day prior to such
annual meeting and (B) the tenth day following the day on which notice of the
date of such annual meeting was mailed or public disclosure of the date of such
annual meeting was made, whichever first occurs. In no event shall the
adjournment or postponement of an annual meeting (or the public announcement
thereof) commence a new time (or extend any time period) for the giving of a
stockholder's notice. The stockholder's notice to the secretary shall set forth
as to each matter the stockholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be brought before the annual
meeting, 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 By-laws, the language of the proposed
amendment), and the reasons for conducting such business at the annual meeting,
(ii) the name and address, as they appear on the corporation's books, of the
stockholder proposing such business, and the name and address of the beneficial
owner, if any, on whose behalf the proposal is made, (iii) the class and number
of shares of stock of the corporation which are owned, of record and
beneficially, by the stockholder and beneficial owner, if any, (iv) a
description of all arrangements or understandings between such stockholder or
such beneficial owner, if any, and any other person or persons (including their
names) in connection with the proposal of such business by such stockholder and
any material interest of the stockholder or such beneficial owner, if any, in
such business, (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting and (vi) a representation whether the stockholder or the beneficial
owner, if any, intends or is part of a group which intends (a) 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 and/or (b) otherwise to solicit proxies from stockholders in support of
such proposal. Notwithstanding anything in these By-laws to the contrary, no
business shall be conducted at any annual meeting of stockholders except in
accordance with the procedures set forth in this Section 11; provided that any
stockholder proposal which complies with Rule 14a-8 of the proxy rules (or any
successor provision) promulgated under the Securities Exchange Act of 1934, as
amended, and is to be included in the corporation's proxy statement for an
annual meeting of stockholders shall be deemed to comply with the requirements
of this Section 11. A stockholder shall not have complied with this Section
11(b) if the stockholder (or beneficial owner, if any, on whose behalf the
nomination is made) solicits or does not solicit, as the case may be, proxies in
support of such stockholder's proposal in contravention of the representations
with respect thereto required by this Section 11.

                     (c) The chairman of any meeting shall, if the facts
warrant, have the power and duty to determine that business was not properly
brought before the meeting in accordance with the provisions of this Section 11
(including whether the stockholder or beneficial owner, if any, on whose behalf
the proposal is made solicited (or is part of a group which solicited) or did
not so solicit, as the case may be, proxies in support of such stockholder's
proposal in

                                        6
<PAGE>
compliance with the representation with respect thereto required by this Section
11), and if the chairman should so determine, the chairman shall so declare to
the meeting and such business shall not be brought before the meeting.

                     (d) Notwithstanding the foregoing provisions of this
Section 11, if the stockholder (or a qualified representative of the
stockholder) does not appear at the annual meeting of stockholders of the
corporation to present business, such business shall not be transacted,
notwithstanding that proxies in respect of such vote may have been received by
the corporation. For purposes of this Section 11, to be considered a qualified
representative of the stockholder, a person must be authorized by a writing
executed by such stockholder or an electronic transmission delivered by such
stockholder to act for such stockholder as a proxy at the meeting of
stockholders, and such person must produce such writing or electronic
transmission, or a reliable reproduction of the writing or electronic
transmission, at the meeting of stockholders.

                     (e) For purposes of this Section 11, "public disclosure"
shall include disclosure in a press release reported by the Dow Jones New
Service, Associated Press or comparable national news service or in a document
publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

         Section 12. Conduct of Meetings.

                     (a) Meetings of stockholders shall be presided over by the
chairman of the board, if any, or in the chairman's absence by the vice chairman
of the board, if any, or in the vice chairman's absence by the president, or in
the president's absence by a vice president, or in the absence of all of the
foregoing persons by a chairman designated by the board of directors, or in the
absence of such designation by a chairman chosen by vote of the stockholders at
the meeting. The secretary shall act as secretary of the meeting, but in the
secretary's absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.

                     (b) The board of directors may adopt by resolution such
rules, regulations and procedures for the conduct of any meeting of stockholders
of the corporation as it shall deem appropriate including, without limitation,
such guidelines and procedures as it may deem appropriate regarding the
participation by means of remote communication of stockholders and proxyholders
not physically present at a meeting. Except to the extent inconsistent with such
rules, regulations and procedures as adopted by the board of directors, the
chairman of any meeting of stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the board of
directors or prescribed by the chairman of the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) rules and procedures for maintaining order at the
meeting and the safety of those present; (iii) limitations on attendance at or
participation in the meeting to stockholders of record of the corporation, their
duly authorized and constituted proxies or such other persons as shall be
determined; (iv) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (v) limitations on the time allotted to questions
or comments by participants. Unless and to the extent determined by the board of
directors or the chairman of the meeting, meetings

                                        7
<PAGE>
of stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.

                     (c) The chairman of the meeting shall announce at the
meeting when the polls for each matter to be voted upon at the meeting will be
opened and closed. If no announcement is made, the polls shall be deemed to have
opened when the meeting is convened and closed upon the final adjournment of the
meeting. After the polls close, no ballots, proxies or votes or any revocations
or changes thereto may be accepted.

                     (d) In advance of any meeting of stockholders, the board of
directors, the chairman of the board or the president shall appoint one or more
inspectors or election to act at the meeting and make a written report thereof.
One or more other persons may be designated as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is present, ready
and willing to act at a meeting of stockholders, the chairman of the meeting
shall appoint one or more inspectors to act at the meeting. Unless otherwise
required by law, inspectors may be officers, employees or agents of the
corporation. Each inspector, before entering upon the discharge of such
inspector's duties, shall take and sign an oath faithfully to execute the duties
of inspector with strict impartiality and according to the best of such
inspector's ability. The inspector shall have the duties prescribed by law and
shall take charge of the polls and, when the vote is completed, shall make a
certificate of the result of the vote taken and of such other facts as may be
required by law.

         Section 13. No Action by Consent in Lieu of a Meeting. Following the
closing of the initial public offering of the corporation's securities pursuant
to an effective registration statement filed with the U.S. Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Initial
Public Offering"), stockholders of the corporation may not take any action by
written consent in lieu of a meeting.

                                   ARTICLE II

                                    DIRECTORS

         Section 1.  Number, Election, Tenure and Qualification. The number of
directors which shall constitute the whole board shall be not less than one (1)
and not more than fifteen (15) directors. Within such limit, the number of
directors shall be determined by resolution of the board of directors or by the
stockholders at the annual meeting or at any special meeting of stockholders.
The board of directors shall be divided into three classes, as nearly equal in
number as possible. Directors shall be assigned to each class in accordance with
a resolution or resolutions adopted by the board of directors. The term of
office of the first class (Class I) shall expire at the first annual meeting of
stockholders or any special meeting in lieu thereof following the Initial Public
Offering, the term of office of the second class (Class II) shall expire at the
second annual meeting of stockholders or any special meeting in lieu thereof
following the Initial Public Offering and the term of office of the third class
(Class III) shall expire at the third annual meeting of stockholders or any
special meeting in lieu thereof following the Initial Public Offering. At each
annual meeting of stockholders or special meeting in lieu thereof, directors

                                        8
<PAGE>
elected to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting of the
stockholders or special meeting in lieu thereof after their election and until
their successors are duly elected and qualified. Directors need not be residents
of the state of incorporation or stockholders of the corporation. Each director
shall serve until such director's successor is duly elected and qualified or
until such director's resignation or removal. No decrease in the number of
directors constituting the board of directors shall shorten the terms of any
incumbent director. With respect to newly created directorships resulting from
an increase in the number of directors, the board of directors shall determine
and designate to which class of directorships each director belongs.

         Section 2.  Enlargement. The number of the board of directors may be
increased at any time by vote of a majority of the directors then in office.

         Section 3.  Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by vote of a majority of the directors then in office, though less than a
quorum, or by a sole remaining director. In the event of any increase or
decrease in the authorized number of directors, (a) each director then serving
as such shall nevertheless continue as a director of the class of which he or
she is a member until the expiration of his or her current term or his or her
prior death, retirement, removal or resignation and (b) the newly created or
eliminated directorships resulting from such increase or decrease shall if
reasonably possible be apportioned by the board of directors among the three
classes of directors so as to ensure that no one class has more than one
director more than any other class. Notwithstanding the foregoing, each director
shall serve until his or her successor is duly elected and qualified or until
his or her death, resignation or removal. If there are no directors in office,
then an election of directors may be held in the manner provided by statute. In
the event of a vacancy in the board of directors, the remaining directors,
except as otherwise provided by law or these By-Laws, may exercise the powers of
the full board until the vacancy is filled.

         Section 4.  Resignation and Removal. Any director may resign at any
time by notice given in writing or by electronic transmission to the corporation
at its principal place of business or to the chief executive officer or
secretary. Such resignation shall be effective upon receipt unless the notice
states that it is to be effective at some other time or upon the happening of
some other event. Any director or the entire board of directors may be removed,
with or without cause, by the holders of seventy percent (70%) of the shares
then entitled to vote at an election of directors, unless otherwise specified by
law or the certificate of incorporation.

         Section 5.  Mandatory Retirement. No person may be elected or
re-elected to the board of directors who has reached the age of 70 years at the
time of such election.

         Section 6.  General Powers. The business and affairs of the corporation
shall be managed by, or under the direction of its board of directors, which may
exercise all powers of the corporation except as otherwise provided by law or
the certificate of incorporation.

         Section 7.  Place of Meetings. The board of directors may hold
meetings, both regular and special, either within or without the State of
Delaware.

                                        9
<PAGE>
         Section 8.  Regular Meetings. Regular meetings of the board of
directors may be held without notice at such time and at such place as shall
from time to time be determined by the board; provided that any director who is
absent when such a determination is made shall be given prompt notice of such
determination. A regular meeting of the board of directors may be held without
notice immediately after and at the same place as the annual meeting of
stockholders.

         Section 9.  Special Meetings. Special meetings of the board may be
called by the chief executive officer, secretary, or on the written request of
two or more directors, or by one director in the event that there is only one
director in office. Twenty-four (24) hours' notice to each director, either
personally or by telecopy, electronic transmission, commercial delivery service,
or other similar means sent to the director's last known business or home
address, or three days' notice by written notice deposited in the mail, shall be
given to each director by the secretary or by the officer or one of the
directors calling the meeting. A notice or waiver of notice of a meeting of the
board of directors need not specify the purposes of the meeting.

         Section 10. Quorum, Action at Meeting, Adjournments. At all meetings of
the board a majority of directors then in office, but in no event less than one
third of the entire board, shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by law or by the certificate of
incorporation. For purposes of this Section 9, the term "entire board" shall
mean the number of directors last fixed by the stockholders or directors, as the
case may be, in accordance with law and these By-Laws; PROVIDED, HOWEVER, that
if less than all the number so fixed of directors were elected, the "entire
board" shall mean the greatest number of directors so elected to hold office at
any one time pursuant to such authorization. If a quorum shall not be present at
any meeting of the board of directors, a majority of the directors present may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         Section 11. Action By Consent. Unless otherwise restricted by the
certificate of incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if all members of the board or committee, as the
case may be, consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions are filed with
the minutes of proceedings of the board or 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.

         Section 12. Telephonic Meetings. Unless otherwise restricted by the
certificate of incorporation or these By-Laws, members of the board of directors
or of any committee thereof may participate in a meeting of the board of
directors or of any committee, as the case may be, by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                                       10
<PAGE>
         Section 13. Committees. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. In the
absence or disqualification of a member of a committee, the member or members of
the committee present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Except as otherwise limited
by Section 141(c) of the General Corporation Law of the State of Delaware, any
such committee, to the extent provided in the resolution of the board of
directors, 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,
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors. Each committee shall keep regular minutes of its meetings and make
such reports to the board of directors as the board of directors may request.
Except as the board of directors may otherwise determine, any committee may make
rules for the conduct of its business, but unless otherwise provided by the
directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these ByLaws for the conduct of
its business by the board of directors.

         Section 14. Compensation. Unless otherwise restricted by the
certificate of incorporation or these By-Laws, the board of directors shall have
the authority to fix from time to time the compensation of directors. The
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and any committee of the board of directors and may be
paid a fixed sum for attendance at each meeting of the board of directors and
any committee of the board of directors and/or a stated salary as director. No
such payment shall preclude any director from serving the corporation or its
parent or subsidiary corporations in any other capacity and receiving
compensation therefor. The board of directors may also allow compensation for
members of special or standing committees for service on such committees.


                                   ARTICLE III

                                    OFFICERS

         Section 1.  Enumeration. The officers of the corporation shall be
chosen by the board of directors and shall be a president, a secretary and a
treasurer and such other officers with such titles, terms of office and duties
as the board of directors may from time to time determine, including a chairman
of the board, one or more vice presidents, and one or more assistant secretaries
and assistant treasurers. If authorized by resolution of the board of directors,
the chief executive officer may be empowered to appoint from time to time
assistant secretaries and assistant treasurers. Any number of offices may be
held by the same person, unless the certificate of incorporation or these
By-Laws otherwise provide.

                                       11
<PAGE>
         Section 2.  Election. The board of directors at its first meeting after
each annual meeting of stockholders shall choose a president, a secretary and a
treasurer. Other officers may be appointed by the board of directors at such
meeting, at any other meeting, or by consent pursuant to Section 11 of Article
II.

         Section 3.  Tenure. Each officer of the corporation shall hold office
until such officer's successor is chosen and qualified, unless a different term
is specified in the vote choosing or appointing such officer, or until such
officer's earlier death, resignation or removal. Any officer may be removed,
with or without cause, at any time by the affirmative vote of a majority of the
board of directors or a committee duly authorized to do so, except that any
officer appointed by the chief executive officer may also be removed at any time
by the chief executive officer. Any vacancy occurring in any office of the
corporation may be filled by the board of directors, at its discretion. Any
officer may resign by delivering a written resignation to the corporation at its
principal place of business or to the chief executive officer or the secretary.
Such resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

         Section 4.  Chairman of the Board. The board of directors may appoint
from its members a chairman of the board, who need not be an employee or officer
of the corporation. If the board of directors appoints a chairman of the board,
such chairman shall perform such duties and possess such powers as are assigned
by the board of directors and, if the chairman of the board is also designated
as the corporation's chief executive officer, shall have the powers and duties
of the chief executive officer prescribed in Section 5 of Article III of these
By-laws. Unless otherwise provided by the board of directors, the chairman of
the board shall preside at all meetings of the board of directors and
stockholders.

         Section 5.  President; Chief Executive Officer. The president shall be
the chief operating officer of the corporation and unless the board of directors
has designated the chairman of the board or another person as the corporation's
chief executive officer, the President shall also be the chief executive
officer. The chief executive officer shall have general charge and supervision
of the business of the corporation subject to the direction of the board of
directors. The president shall perform such other duties and shall have such
other powers as the board of directors may from time to time prescribe.

         Section 6.  Vice Presidents. In the absence of the president or in the
event of the president's inability or refusal to act, the vice president, or if
there be more than one vice president, the vice presidents in the order
designated by the board of directors or the chief executive officer (or in the
absence of any designation, then in the order determined by their tenure in
office) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice presidents shall perform such other duties and have such
other powers as the board of directors or the chief executive officer may from
time to time prescribe.

         Section 7.  Secretary. The secretary shall have such powers and perform
such duties as are incident to the office of secretary. The secretary shall
maintain a stock ledger and prepare lists of

                                       12
<PAGE>
stockholders and their addresses as required and shall be the custodian of
corporate records. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors, and
shall perform such other duties as may be from time to time prescribed by the
board of directors or chief executive officer, under whose supervision the
secretary shall be. The secretary shall have custody of the corporate seal of
the corporation and the secretary, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by the secretary's signature or by the signature of such
assistant secretary. The board of directors may give general authority to any
other officer to affix the seal of the corporation and to attest the affixing by
such officer's signature.

         Section 8.  Assistant Secretaries. The assistant secretary, or if there
be more than one, the assistant secretaries in the order determined by the board
of directors, the chief executive officer or the secretary (or if there be no
such determination, then in the order determined by their tenure in office),
shall, in the absence of the secretary or in the event of the secretary's
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
board of directors, the chief executive officer or the secretary may from time
to time prescribe. In the absence of the secretary or any assistant secretary at
any meeting of stockholders or directors, the person presiding at the meeting
shall designate a temporary or acting secretary to keep a record of the meeting.

         Section 9.  Treasurer. The treasurer shall perform such duties and
shall have such powers as may be assigned to the treasurer by the board of
directors or the chief executive officer. In addition, the treasurer shall
perform such duties and have such powers as are incident to the office of
treasurer. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects 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 the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, and shall render to
the chief executive officer and the board of directors, when the chief executive
officer or board of directors so requires, an account of all such transactions
as treasurer and of the financial condition of the corporation.

         Section 10. Assistant Treasurers. The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors, the chief executive officer or the treasurer (or if there be
no such determination, then in the order determined by their tenure in office),
shall, in the absence of the treasurer or in the event of treasurer's inability
or refusal to act, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as the board of
directors, the chief executive officer or the treasurer may from time to time
prescribe.

                                       13
<PAGE>
         Section 11. Bond. If required by the board of directors, any officer
shall give the corporation a bond in such sum and with such surety or sureties
and upon such terms and conditions as shall be satisfactory to the board of
directors, including without limitation a bond for the faithful performance of
the duties of office and for the restoration to the corporation of all books,
papers, vouchers, money and other property of whatever kind in such officer's
possession or under such officer's control and belonging to the corporation.


                                   ARTICLE IV

                                     NOTICES

         Section 1.  Delivery. Whenever, under the provisions of law, or of the
certificate of incorporation or these By-Laws, written notice is required to be
given to any director or stockholder, such notice may be given by mail,
addressed to such director or stockholder, at such party's address as it appears
on the records of the corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail. Unless written notice by mail is required by law, written
notice may also be given by telecopy, electronic transmission (subject to the
provisions of Section 2 of this Article IV), commercial delivery service, or
other similar means, addressed to such director or stockholder at such party's
address as it appears on the records of the corporation, in which case such
notice shall be deemed to be given when delivered into the control of the
persons charged with effecting such transmission, the transmission charge to be
paid by the corporation or the person sending such notice and not by the
addressee. Oral notice or other in-hand delivery (in person or by telephone)
shall be deemed given at the time it is actually given.

         Section 2.  Special Rules Applicable to Stockholders. Notwithstanding
the provisions of Section 1 of this Article IV, notices to a stockholder by
electronic transmission shall not be effective unless such stockholder has
consented to receive notices electronically. Any such consent is revocable by
the stockholder by written notice to the corporation and any such consent shall
be deemed revoked if (a) the corporation is unable to deliver by electronic
transmission two consecutive notices given by the corporation in accordance with
such consent and (b) 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.

         Section 3.  Effectiveness of Notice. Notice given pursuant to Section 1
of this Article IV shall be deemed given: (a) if by facsimile telecommunication,
when directed to a number at which the stockholder has consented to receive
notice; (b) if by electronic mail, when directed to an electronic mail address
at which the stockholder has consented to receive notice; (c) if by a posting on
an electronic network together with separate notice to the stockholder of such
specific posting, upon the later of (i) such posting and (ii) the giving of such
separate notice; and (c) if by any other form of electronic transmission, when
directed to the stockholder. An affidavit of the secretary or an assistant
secretary or of the transfer agent or other agent of the corporation that the

                                       14
<PAGE>
notice has been given by a form of electronic transmission shall, in the absence
of fraud, be prima facie evidence of the facts stated therein.

         Section 4.  Definition of "Electronic Transmission." As used in these
By-Laws, "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.

         Section 5.  Waiver of Notice. Whenever any notice is required to be
given under the provisions of law or of the certificate of incorporation or of
these By-Laws, a written waiver thereof, signed by the person or persons
entitled to said notice, or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.


                                    ARTICLE V

                                 INDEMNIFICATION

         Section 1.  Indemnification. To the fullest extent permitted by the
General Corporation Law of the state of Delaware as it presently exists or may
hereafter be amended, the corporation shall indemnify any person (and such
person's heirs, executors or administrators) who was or is made or is threatened
to be made a party to or is otherwise involved in any threatened, pending or
completed action, suit or proceeding (brought in the right of the corporation or
otherwise), whether civil, criminal, administrative or investigative, and
whether formal or informal, including appeals, by reason of the fact that such
person, or a person for whom such person was the legal representative, is or was
a director or officer of the corporation or, while a director or officer of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, limited liability company, nonprofit entity
or other enterprise, for and against all loss and liability suffered and
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement reasonably incurred by such person or such heirs, executors or
administrators in connection with such action, suit or proceeding, including
appeals, if (i) such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
Corporation and (ii) with respect to any criminal action or proceeding, such
person had no reasonable cause to believe his or her conduct was unlawful. 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 such person did not act in good faith, did not
act in a manner that he or she reasonably believed to be in, or not opposed to,
the best interests of the Corporation or, with respect to any criminal action or
proceeding, did not have reasonable cause to believe that such person's conduct
was unlawful. Notwithstanding the preceding sentence, except as otherwise
provided in Section 3 hereof, the corporation shall be required to indemnify a
person described in such sentence in connection with any action, suit or

                                       15
<PAGE>
proceeding (or part thereof) commenced by such person only if the commencement
of such action, suit or proceeding (or part thereof) by such person was
authorized by the Board.

         Section 2.  Advance of Expenses. To the fullest extent permitted by the
General Corporation Law of the state of Delaware, the corporation shall promptly
pay expenses (including attorneys' fees) incurred by any person described in
Section 1 hereof in appearing at, participating in or defending any action, suit
or proceeding in advance of the final disposition of such action, suit or
proceeding, including appeals, upon presentation of an undertaking on behalf of
such person to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified under this Article V or otherwise.
Notwithstanding the preceding sentence, except as otherwise provided in Section
3 hereof, the corporation shall be required to pay expenses of a person
described in such sentence in connection with any action, suit or proceeding (or
part thereof) commenced by such person only if the commencement of such action,
suit or proceeding (or part thereof) by such person was authorized by the Board.

         Section 3.  Unpaid Claims. If a claim for indemnification (following
the final disposition of such action, suit or proceeding) or advancement of
expenses under this Article V is not paid in full within thirty (30) days after
a written claim therefor by any person described in Section 1 has been received
by the corporation, such person may file suit to recover the unpaid amount of
such claim and, if successful in whole or in part, shall be entitled to be paid
the expense of prosecuting such claim. In any such action the corporation shall
have the burden of proving that such person is not entitled to the requested
indemnification or advancement of expenses under applicable law.

         Section 4.  Insurance. To the fullest extent permitted by the General
Corporation Law of the state of Delaware, the corporation may purchase and
maintain insurance on behalf of any person described in Section 1 against any
liability asserted against such person, whether or not the corporation would
have the power to indemnify such person against such liability under the
provisions of this Article V or otherwise.

         Section 5.  Non-Exclusivity of Rights. The provisions of this Article V
shall be applicable to all actions, claims, suits or proceedings made or
commenced after the adoption hereof, whether arising from acts or omissions to
act occurring before or after its adoption. The provisions of this Article V
shall be deemed to be a contract between the corporation and each director or
officer (or legal representative thereof) who serves in such capacity at any
time while this Article V and the relevant provisions of the General Corporation
Law of the state of Delaware and other applicable law, if any, are in effect,
and any alteration, amendment or repeal hereof shall not affect any rights or
obligations then existing with respect to any state of facts or any action, suit
or proceeding then or theretofore existing, or any action, suit or proceeding
thereafter brought or threatened based in whole or in part on any such state of
facts. If any provision of this Article V shall be found to be invalid or
limited in application by reason of any law or regulation, it shall not affect
the validity of the remaining provisions hereof. The rights of indemnification
provided in this Article V shall neither be exclusive of, nor be deemed in
limitation of, any rights to which any person may otherwise be or become
entitled or permitted by contract, the certificate of incorporation, these
by-laws of the corporation, vote of stockholders or directors or otherwise, or
as a matter of law, both as to actions in such person's

                                       16
<PAGE>
official capacity and actions in any other capacity, it being the policy of the
corporation that indemnification of any person whom the corporation is obligated
to indemnify pursuant to Section 1 hereof shall be made to the fullest extent
permitted by law.

         For purposes of this Article V, 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.

         This Article V shall not limit the right of the corporation, to the
extent and in the manner permitted by law, to indemnify and to advance expenses
to, and purchase and maintain insurance on behalf of, persons other than persons
described in Section 1 hereof.


                                   ARTICLE VI

                                  CAPITAL STOCK

         Section 1.  Certificates of Stock. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the chairman or vice-chairman of the board of directors,
or the president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by such stockholder in the corporation.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if the signing party were such
officer, transfer agent or registrar at the date of issue. Certificates may be
issued for partly paid shares and in such case upon the face or back of the
certificates issued to represent any such partly paid shares, the total amount
of the consideration to be paid therefor, and the amount paid thereon shall be
specified.

         Section 2.  Lost Certificates. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or such stockholder's legal
representative, to give reasonable evidence of such loss, theft or destruction,
to advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed or the issuance of such new certificate.

                                       17
<PAGE>
         Section 3.  Transfer of Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and proper evidence of compliance with other conditions to rightful
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

         Section 4.  Record Date. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, the board of directors may fix a record date, which
shall not-precede the date upon which the resolution fixing the record date is
adopted by the board of directors, and which shall not be more than sixty days
nor less then ten days before the date of such meeting. 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; PROVIDED, HOWEVER,
that the board of directors may fix a new record date for the adjourned meeting.
If no record date is fixed, 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 before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. 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 shall not precede
the date upon which the resolution fixing the record date is adopted by the
board of directors, and which 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. In order that the corporation may determine 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
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the board of directors may fix a record date, which shall not precede
the date upon which the resolution fixing the record date is adopted, and which
shall be not more than sixty days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such purpose shall
be at the close of business on the day on which the board of directors adopts
the resolution relating to such purpose.

         Section 5.  Registered Stockholders. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

                                   ARTICLE VII

                              CERTAIN TRANSACTIONS

         Section 1. Transactions with Interested Parties. No contract or
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors

                                       18
<PAGE>
or officers are directors or officers, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the board or committee
thereof which authorizes the contract or transaction or solely because such
party's or their votes are counted for such purpose, if:

         (a) The material facts as to such party's relationship or interest and
as to the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good faith authorizes
the contract or transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

         (b) The material facts as to such party's relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

         (c) The contract or transaction is fair as to the corporation as of the
time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

         Section 2.  Quorum. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.


                                  ARTICLE VIII

                               GENERAL PROVISIONS

         Section 1.  Dividends. Dividends upon the capital stock of the
corporation, if any, may be declared by the board of directors at any regular or
special meeting or by written consent, pursuant to law. Dividends may be paid in
cash, in property, or in shares of the capital stock, subject to the provisions
of the certificate of incorporation.

         Section 2.  Reserves. The directors may set apart out of any funds of
the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve.

         Section 3.  Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

         Section 4.  Fiscal Year. The fiscal year of the corporation shall be
the twelve months ending on September 31 of each year unless the board of
directors shall by resolution fix another fiscal year of the corporation.

                                       19
<PAGE>
         Section 5.  Seal. The board of directors may, by resolution, adopt a
corporate seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the word "Delaware". The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. The seal may be altered from time to time by the board
of directors.

         Section 6.  Voting of Securities. Except as the board of directors may
otherwise designate, the chief executive officer, the president or the treasurer
may waive notice of, and act as, or appoint any person or persons to act as,
proxy or attorney-in-fact for this corporation (with or without power of
substitution) at any meeting of stockholders or securityholders of any other
entity or organization the securities of which may be held by this corporation,
or to execute and deliver on behalf of this corporation any written consent of
stockholders in lieu of any such meeting.



                                   ARTICLE IX

                                   AMENDMENTS

         These By-Laws may be altered, amended or repealed, in whole or in part,
or new By-Laws may be adopted by (i) the affirmative vote of at least sixty-six
and two-third percent (66 2/3%) of the board of directors or (ii) by the
affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of each
class of issued and outstanding shares of voting securities of the corporation,
at a meeting called for the purchase of altering, amended or repealing the
By-laws.






         Register of Amendments to the By-Laws


Date                         Section Affected                             Change
--------------------------------------------------------------------------------









                                       20
</TEXT>
</DOCUMENT>
