AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                AMAZON.COM, INC.


Originally adopted on February 15, 2002

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AMENDED AND RESTATED BYLAWS                                               Page 1

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                                    CONTENTS

SECTION 1.  OFFICES ......................................................... 1

SECTION 2.  STOCKHOLDERS .................................................... 1
    2.1       Annual Meeting ................................................ 1
    2.2       Special Meetings .............................................. 1
    2.3       Place of Meeting .............................................. 1
    2.4       Notice of Meeting ............................................. 1
    2.5       Business for Stockholders' Meetings ........................... 2
              2.5.1   Business at Annual Meetings ........................... 2
              2.5.2   Business at Special Meetings .......................... 3
              2.5.3   Notice to Corporation ................................. 3
    2.6       Waiver of Notice .............................................. 3
              2.6.1   Waiver in Writing ..................................... 3
              2.6.2   Waiver by Attendance .................................. 3
    2.7       Fixing of Record Date for Determining Stockholders ............ 3
              2.7.1   Meetings .............................................. 3
              2.7.2   Consent to Corporate Action Without a Meeting ......... 4
              2.7.3   Dividends, Distributions and Other Rights ............. 4
    2.8       Voting List ................................................... 4
    2.9       Quorum ........................................................ 5
    2.10      Manner of Acting .............................................. 5
    2.11      Proxies ....................................................... 5
              2.11.1  Appointment ........................................... 5
              2.11.2  Delivery to Corporation; Duration ..................... 6
    2.12      Voting of Shares .............................................. 6
    2.13      Voting for Directors .......................................... 6
    2.14      Action by Stockholders Without a Meeting ...................... 6
    2.15      Inspectors of Election ........................................ 7
              2.15.1  Appointment ........................................... 7
              2.15.2  Duties ................................................ 7

SECTION 3.  BOARD OF DIRECTORS .............................................. 8
    3.1       General Powers ................................................ 8
    3.2       Number and Tenure ............................................. 8
    3.3       Nomination and Election ....................................... 8
              3.3.1   Nomination ............................................ 8
              3.3.2   Election .............................................. 9
    3.4       Annual and Regular Meetings ................................... 9
    3.5       Special Meetings .............................................. 10
    3.6       Meetings by Telephone ......................................... 10
    3.7       Notice of Special Meetings .................................... 10
              3.7.1   Personal Delivery ..................................... 10

AMENDED AND RESTATED BYLAWS

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              3.7.2   Delivery by Mail ...................................... 10
              3.7.3   Delivery by Private Carrier ........................... 10
              3.7.4   Facsimile Notice ...................................... 10
              3.7.5   Delivery by Telegraph ................................. 11
              3.7.6   Oral Notice ........................................... 11
    3.8       Waiver of Notice .............................................. 11
              3.8.1   In Writing ............................................ 11
              3.8.2   By Attendance ......................................... 11
    3.9       Quorum ........................................................ 11
    3.10      Manner of Acting .............................................. 12
    3.11      Presumption of Assent ......................................... 12
    3.12      Action by Board or Committees Without a Meeting ............... 12
    3.13      Resignation ................................................... 12
    3.14      Removal ....................................................... 12
    3.15      Vacancies ..................................................... 13
    3.16      Committees .................................................... 13
              3.16.1  Creation and Authority of Committees .................. 13
              3.16.2  Minutes of Meetings ................................... 13
              3.16.3  Quorum and Manner of Acting ........................... 13
              3.16.4  Resignation ........................................... 14
              3.16.5  Removal ............................................... 14
    3.17      Compensation .................................................. 14

SECTION 4.  OFFICERS ........................................................ 14
    4.1       Number ........................................................ 14
    4.2       Election and Term of Office ................................... 14
    4.3       Resignation ................................................... 15
    4.4       Removal ....................................................... 15
    4.5       Vacancies ..................................................... 15
    4.6       Chairman of the Board ......................................... 15
    4.7       Chief Executive Officer ....................................... 15
    4.8       President ..................................................... 16
    4.9       Vice President ................................................ 16
    4.10      Secretary ..................................................... 16
    4.11      Treasurer ..................................................... 16
    4.12      Salaries ...................................................... 17

SECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS ........................... 17
    5.1       Contracts ..................................................... 17
    5.2       Loans to the Corporation ...................................... 17
    5.3       Checks, Drafts, Etc. .......................................... 17
    5.4       Deposits ...................................................... 17

SECTION 6.  CERTIFICATES FOR SHARES AND THEIR TRANSFER ...................... 17
    6.1       Issuance of Shares ............................................ 17

AMENDED AND RESTATED BYLAWS

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    6.2       Certificates for Shares ....................................... 17
    6.3       Stock Records ................................................. 18
    6.4       Restriction on Transfer ....................................... 18
    6.5       Transfer of Shares ............................................ 19
    6.6       Lost or Destroyed Certificates ................................ 19
    6.7       Shares of Another Corporation ................................. 19

SECTION 7.  BOOKS AND RECORDS ............................................... 19

SECTION 8.  ACCOUNTING YEAR ................................................. 19

SECTION 9.  SEAL ............................................................ 19

SECTION 10. INDEMNIFICATION ................................................. 20
   10.1       Right to Indemnification ...................................... 20
   10.2       Right of Indemnitee to Bring Suit ............................. 20
   10.3       Nonexclusivity of Rights ...................................... 21
   10.4       Insurance, Contracts and Funding .............................. 21
   10.5       Indemnification of Employees and Agents of the Corporation .... 21
   10.6       Persons Serving Other Entities ................................ 22
   10.7       Procedures for the Submission of Claims ....................... 22

SECTION 11. AMENDMENTS OR REPEAL ............................................ 22


AMENDED AND RESTATED BYLAWS

<PAGE>

                           AMENDED AND RESTATED BYLAWS

                                       OF

                                AMAZON.COM, INC.

SECTION 1.  OFFICES

     The principal office of the corporation shall be located at its principal
place of business or such other place as the Board of Directors (the "Board")
may designate. The corporation may have such other offices, either within or
without the state of Delaware, as the Board may designate or as the business of
the corporation may require from time to time.

SECTION 2.  STOCKHOLDERS

     2.1      Annual Meeting

     The annual meeting of the stockholders for the purpose of electing
Directors and transacting such other business as may properly come before the
meeting shall be held at such place, date and hour as may be fixed from time to
time by resolution of the Board.

     2.2      Special Meetings

     The Chairman of the Board, the Chief Executive Officer, the President, or
the Board may call special meetings of the stockholders for any purpose. A
special meeting of the stockholders shall be held if the holders of not less
than 30% of all of the votes entitled to be cast on any issue to be considered
at such meeting have dated, signed and delivered to the Secretary one or more
written demands for such meeting, describing the purpose or purposes for which
it is to be held. Any special meeting so demanded shall be held at such place,
date and time as may be fixed from time to time by resolution of the Board,
provided such special meeting shall be held not later than the 90th day after
receipt by the Secretary of the requisite demand or demands for such meeting.

     2.3      Place of Meeting

     All meetings shall be held at the principal office of the corporation or at
such other place within or without the State of Delaware designated by the
Board, by any persons entitled to call a meeting hereunder or in a waiver of
notice signed by all of the stockholders entitled to notice of the meeting.

     2.4      Notice of Meeting

     The Chairman of the Board, the Chief Executive Officer, the President, the
Secretary, or the Board shall cause to be delivered to each stockholder entitled
to notice of or to vote at the meeting either personally or by mail, not less
than 10 nor more than 60 days before the

AMENDED AND RESTATED BYLAWS

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meeting, written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Upon written request by the holders of not less than the number of
outstanding shares of the corporation specified in subsection 2.2 hereof and
entitled to vote at the meeting, it shall be the duty of the Secretary to give
notice of a special meeting of stockholders not less than 10 nor more than 60
days after receipt of said request, and if the Secretary shall neglect or refuse
to issue such notice, the person making the request may do so and may fix the
date for such meeting. If such notice is mailed, it shall be deemed delivered
when deposited in the official government mail properly addressed to the
stockholder at such stockholder's address as it appears on the stock transfer
books of the corporation with postage prepaid. If the notice is telegraphed, it
shall be deemed delivered when the content of the telegram is delivered to the
telegraph company. Notice given in any other manner shall be deemed delivered
when dispatched to the stockholder's address, telephone number or other number
appearing on the stock transfer records of the corporation.

     2.5      Business for Stockholders' Meetings

              2.5.1    Business at Annual Meetings

     In addition to the election of directors, other proper business may be
transacted at an annual meeting of stockholders, provided that such business
must be properly brought before such meeting. To be properly brought before an
annual meeting, business must be (a) brought by or at the direction of the Board
or (b) brought before the meeting by a stockholder pursuant to written notice
thereof, in accordance with subsection 2.5.3 hereof, and received by the
Secretary not later than the close of business on the 60th day and not earlier
than the close of business on the 90th day prior to the first anniversary of the
preceding year's annual meeting (or if the date of the annual meeting is more
than 30 days before or 60 days after such anniversary date, such notice must be
so received not earlier than the close of business on the 90th day and not later
than the close of business on the later of the 60th day prior to such annual
meeting or the tenth day following the day on which the notice of the date of
the annual meeting was mailed or public disclosure thereof was made). No
business shall be conducted at any annual meeting of stockholders except in
accordance with this subsection 2.5.1, unless the application of this subsection
2.5.1 to a particular matter is waived in writing by the Board of Directors. If
the facts warrant, the Board, or the chairman of an annual meeting of
stockholders, may determine and declare that (a) a proposal does not constitute
proper business to be transacted at the meeting or (b) business was not properly
brought before the meeting in accordance with the provisions of this subsection
2.5.1 and, if, it is so determined in either case, any such business shall not
be transacted. The procedures set forth in this subsection 2.5.1 for business to
be properly brought before an annual meeting by a stockholder are in addition
to, and not in lieu of, the requirements set forth in Rule 14a-8 under Section
14 of the Securities Exchange Act of 1934, as amended, or any successor
provision.


AMENDED AND RESTATED BYLAWS           -2-

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              2.5.2    Business at Special Meetings

     At any special meeting of the stockholders, only such business as is
specified in the notice of such special meeting given by or at the direction of
the person or persons calling such meeting, in accordance with subsection 2.4
hereof, shall come before such meeting.

              2.5.3    Notice to Corporation

     Any written notice required to be delivered by a stockholder to the
corporation pursuant to subsection 2.2, subsection 2.4, subsection 2.5.1 or
subsection 2.5.2 hereof must be given, either by personal delivery or by
registered or certified mail, postage prepaid, to the Secretary at the
corporation's executive offices. Any such stockholder notice shall set forth (i)
the name and address of the stockholder proposing such business; (ii) a
representation that the stockholder is entitled to vote at such meeting and a
statement of the number of shares of the corporation that are beneficially owned
by the stockholder; (iii) a representation that the stockholder intends to
appear in person or by proxy at the meeting to propose such business; and (iv)
as to each matter the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting, the language of the
proposal (if appropriate), and any material interest of the stockholder in such
business.

     2.6      Waiver of Notice

              2.6.1    Waiver in Writing

     Whenever any notice is required to be given to any stockholder under the
provisions of these Bylaws, the Certificate of Incorporation or the General
Corporation Law of the State of Delaware, as now or hereafter amended (the
"DGCL"), a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

              2.6.2    Waiver by Attendance

     The attendance of a stockholder at a meeting shall constitute a waiver of
notice of such meeting, except when a stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

     2.7      Fixing of Record Date for Determining Stockholders

              2.7.1    Meetings

     For the purpose of determining stockholders entitled to notice of and to
vote at any meeting of stockholders or any adjournment thereof, the Board may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date
shall not be more than 60 (or the maximum

AMENDED AND RESTATED BYLAWS           -3-

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number permitted by applicable law) nor less than 10 days before the date of
such meeting. If no record date is fixed by the Board, the record date for
determining stockholders entitled to notice of and to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of and to vote at the meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.

              2.7.2    Consent to Corporate Action Without a Meeting

     For the purpose of determining stockholders entitled to consent to
corporate action in writing without a meeting, the Board may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board, and which date shall not be more than
10 (or the maximum number permitted by applicable law) days after the date upon
which the resolution fixing the record date is adopted by the Board. If no
record date has been fixed by the Board, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board is required by Chapter 1 of the DGCL,
shall be the first date on 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 meetings of stockholders are recorded. Delivery made to
the corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board and prior action by the Board is required by Chapter 1 of the DGCL,
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 day
on which the Board adopts the resolution taking such prior action.

              2.7.3    Dividends, Distributions and Other Rights

     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,
the Board may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than 60 (or the maximum number permitted by applicable
law) 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 adopts the resolution relating thereto.

     2.8      Voting List

     At least 10 days before each meeting of stockholders, a complete list of
the stockholders entitled to vote at such meeting, or any adjournment thereof,
shall be made,

AMENDED AND RESTATED BYLAWS           -4-

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arranged in alphabetical order, with the address of and number of shares held by
each stockholder. This list shall be open to examination by any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of 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.
This list shall also be produced and kept at such meeting for inspection by any
stockholder who is present.

     2.9      Quorum

     A majority of the outstanding shares of the corporation entitled to vote,
present in person or represented by proxy at the meeting, shall constitute a
quorum at a meeting of the stockholders; provided, that 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 at the meeting,
shall constitute a quorum entitled to take action with respect to that vote on
that matter. If less than a majority of the outstanding shares entitled to vote
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. If a quorum is
present or represented at a reconvened meeting following such an adjournment,
any business may be transacted that might have been transacted at the meeting as
originally called. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

     2.10     Manner of Acting

     In all matters other than the election of Directors, if a quorum is
present, the affirmative vote of the majority of the outstanding shares present
in person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders, unless the vote of a
greater number is required by these Bylaws, the Certificate of Incorporation or
the DGCL. Where a separate vote by a class or classes is required, if a quorum
of such class or classes is present, the affirmative vote of the majority of
outstanding shares of such class or classes present in person or represented by
proxy at the meeting shall be the act of such class or classes, unless the vote
of a greater number is required by these Bylaws, the Certificate of
Incorporation or the DGCL. 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.

     2.11     Proxies

              2.11.1   Appointment

     Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy. Such
authorization may be accomplished by (a) the stockholder or such stockholder's
authorized officer, director, employee or agent

AMENDED AND RESTATED BYLAWS           -5-

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executing a writing or causing his or her signature to be affixed to such
writing by any reasonable means, including facsimile signature or (b) by
transmitting or authorizing the transmission of a telegram, cablegram or other
means of electronic transmission to the intended holder of the proxy or to a
proxy solicitation firm, proxy support service or similar agent duly authorized
by the intended proxy holder to receive such transmission; provided, that any
such telegram, cablegram or other electronic transmission must either set forth
or be accompanied by information from which it can be determined that the
telegram, cablegram or other electronic transmission was authorized by the
stockholder. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission by which a stockholder has
authorized another person to act as proxy for such stockholder may be
substituted or used in lieu of the original writing or transmission for any and
all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction shall
be a complete reproduction of the entire original writing or transmission.

              2.11.2   Delivery to Corporation; Duration

     A proxy shall be filed with the Secretary before or at the time of the
meeting or the delivery to the corporation of the consent to corporate action in
writing. A proxy shall become invalid three years after the date of its
execution unless otherwise provided in the proxy. A proxy with respect to a
specified meeting shall entitle the holder thereof to vote at any reconvened
meeting following adjournment of such meeting but shall not be valid after the
final adjournment thereof.

     2.12   Voting of Shares

     Each outstanding share entitled to vote with respect to the subject matter
of an issue submitted to a meeting of stockholders shall be entitled to one vote
upon each such issue.

     2.13   Voting for Directors

     Each stockholder entitled to vote at an election of Directors may vote, in
person or by proxy, the number of shares owned by such stockholder for as many
persons as there are Directors to be elected and for whose election such
stockholder has a right to vote; provided, however, that no cumulative voting
shall be permitted in the election of Directors.

     2.14   Action by Stockholders Without a Meeting

     Subject to the following paragraph, any action that is properly brought
before the stockholders by or at the direction of the Board of Directors and
that could be taken at an annual or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall (a) be signed by
the holders of outstanding shares of capital stock entitled to be voted with
respect to the subject matter thereof having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted (as determined
in accordance with subsection

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2.6.2 hereof) and (b) be 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 records of
proceedings of meetings of stockholders. Delivery made to the corporation's
registered office shall be by hand or by certified mail or registered mail,
return receipt requested. Every written consent shall bear the date of signature
of each stockholder who signs the consent, and no written consent shall be
effective to take the corporate action referred to therein unless written
consents signed by the requisite number of stockholders entitled to vote with
respect to the subject matter thereof are delivered to the corporation, in the
manner required by this Section 2, within 60 (or the maximum number permitted by
applicable law) days of the earliest dated consent delivered to the corporation
in the manner required by this Section 2. The validity of any consent executed
by a proxy for a stockholder pursuant to a telegram, cablegram or other means of
electronic transmission transmitted to such proxy holder by or upon the
authorization of the stockholder shall be determined by or at the direction of
the Secretary. A written record of the information upon which the person making
such determination relied shall be made and kept in the records of the
proceedings of the stockholders. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing. Any such consent shall
be inserted in the minute book as if it were the minutes of a meeting of the
stockholders.

     2.15     Inspectors of Election

              2.15.1   Appointment

     In advance of any meeting of stockholders after this corporation has become
a Public Company (as defined below), the Board shall appoint one or more persons
to act as inspectors of election at such meeting and to make a written report
thereof. The Board may designate one or more persons to serve as alternate
inspectors to serve in place of any inspector who is unable or fails to act. If
no inspector or alternate is able to act at a meeting of stockholders, the
chairman of such meeting shall appoint one or more persons to act as inspector
of elections at such meeting. This corporation shall be a "Public Company" upon
the earliest of (a) a vote by the Board of Directors of the corporation
designating the corporation a Public Company, (b) when a registration statement
filed by the corporation under the Securities Act of 1933, as amended, in
connection with an offering of the corporation's securities to the public first
becomes effective or (c) upon the effective date of the registration of the
corporation's securities pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended.

              2.15.2   Duties

     The inspectors of election shall:

            (a) ascertain the number of shares of the corporation outstanding
     and the voting power of each such share;


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            (b) determine the shares represented at the meeting and the validity
     of proxies and ballots;

            (c) count all votes and ballots;

            (d) determine and retain for a reasonable period of time a record of
     the disposition of any challenges made to any determination by them; and

            (e) certify their determination of the number of shares represented
     at the meeting and their count of the votes and ballots.

     The validity of any proxy or ballot shall be determined by the inspectors
of election in accordance with the applicable provisions of these Bylaws and the
DGCL as then in effect. In determining the validity of any proxy transmitted by
telegram, cablegram or other electronic transmission, the inspectors shall
record in writing the information upon which they relied in making such
determination. Each inspector of elections shall, before entering upon the
discharge of his or her duties, take and sign an oath to faithfully execute the
duties of inspector with strict impartiality and according to the best of his or
her ability. The inspectors of election may appoint or retain other persons or
entities to assist them in the performance of their duties.

SECTION 3.  BOARD OF DIRECTORS

     3.1      General Powers

The business and affairs of the corporation shall be managed by the Board.

     3.2      Number and Tenure

     The Board shall be composed of not less than one nor more than nine
Directors, the specific number to be set by resolution of the Board. No decrease
in the number of Directors shall have the effect of shortening the term of any
incumbent Director. Each Director shall serve for the term he or she was
elected, or until his or her successor shall have been elected and qualified, or
until his or her death, resignation or removal from office. Directors need not
be stockholders of the corporation or residents of the State of Delaware.

     3.3      Nomination and Election.

              3.3.1    Nomination

     Only persons who are nominated in accordance with the following procedures
shall be eligible for election as Directors. Nominations for the election of
Directors may be made (a) by or at the direction of the Board or (b) by any
stockholder of record entitled to vote for the election of Directors at such
meeting; provided, however, that a stockholder may nominate persons for election
as Directors only if written notice (in accordance with subsection 2.5.3 hereof)
of such stockholder's intention to make such nominations is received


AMENDED AND RESTATED BYLAWS           -8-

<PAGE>

by the Secretary not later than (i) with respect to an election to be held at an
annual meeting of stockholders, not later than the close of business on the 60th
day and not earlier than the close of business on the 90th day prior to the
first anniversary of the preceding year's annual meeting (or if the date of the
annual meeting is more than 30 days before or 60 days after such anniversary
date, such notice must be so received not earlier than the close of business on
the 90th day and not later than the close of business on the later of the 60th
day prior to such annual meeting or the tenth day following the day on which
notice of the date of the annual meeting was mailed or public disclosure thereof
was made) and (ii) with respect to an election to be held at a special meeting
of stockholders for the election of Directors, the close of business on the
seventh business day following the date on which notice of such meeting is first
given to stockholders. Any such stockholder's notice shall set forth (a) the
name and address of the stockholder who intends to make a nomination; (b) a
representation that the stockholder is entitled to vote at such meeting and a
statement of the number of shares of the corporation that are beneficially owned
by the stockholder; (c) a representation that the stockholder intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (d) as to each person the stockholder proposes to nominate for
election or re-election as a Director, the name and address of such person and,
if the corporation is then a Public Company, such other information regarding
such nominee as would be required in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had such nominee been
nominated by the Board, and a description of any arrangements or understandings,
between the stockholder and such nominee and any other persons (including their
names), pursuant to which the nomination is to be made; and (e) the consent of
each such nominee to serve as a Director if elected. If the facts warrant, the
Board, or the chairman of a stockholders' meeting at which Directors are to be
elected, may determine and declare that a nomination was not made in accordance
with the foregoing procedure and, if it is so determined, the defective
nomination shall be disregarded. The procedures set forth in this subsection 3.3
for nomination for the election of Directors by stockholders are in addition to,
and not in limitation of, any procedures now in effect or hereafter adopted by
or at the direction of the Board or any committee thereof.

              3.3.2    Election

     At each election of Directors, the persons receiving the greatest number of
votes shall be the Directors.

     3.4      Annual and Regular Meetings

     An annual Board meeting shall be held without notice immediately after and
at the same place as the annual meeting of stockholders. By resolution, the
Board or any committee designated by the Board may specify the time and place
either within or without the State of Delaware for holding regular meetings
thereof without other notice than such resolution.

AMENDED AND RESTATED BYLAWS           -9-

<PAGE>

     3.5      Special Meetings

     Special meetings of the Board or any committee appointed by the Board may
be called by or at the request of the Chairman of the Board, the Chief Executive
Officer, the President, the Secretary or, in the case of special Board meetings,
any Director, and, in the case of any special meeting of any committee appointed
by the Board, by the Chairman thereof. The person or persons authorized to call
special meetings may fix any place either within or without the State of
Delaware as the place for holding any special meeting called by them.

     3.6      Meetings by Telephone

     Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such means
shall constitute presence in person at a meeting.

     3.7      Notice of Special Meetings

     Notice of a special Board or committee meeting stating the place, day and
hour of the meeting shall be given to a Director in writing or orally by
telephone or in person. Neither the business to be transacted at, nor the
purpose of, any special meeting need be specified in the notice of such meeting.

              3.7.1    Personal Delivery

     If notice is given by personal delivery, the notice shall be effective if
delivered to a Director at least two days before the meeting.

              3.7.2    Delivery by Mail

     If notice is delivered by mail, the notice shall be deemed effective if
deposited in the official government mail properly addressed to a Director at
his or her address shown on the records of the corporation with postage prepaid
at least five days before the meeting.

              3.7.3    Delivery by Private Carrier

     If notice is given by private carrier, the notice shall be deemed effective
when dispatched to a Director at his or her address shown on the records of the
corporation at least three days before the meeting.

              3.7.4    Facsimile Notice

     If notice is delivered by wire or wireless equipment that transmits a
facsimile of the notice, the notice shall be deemed effective when dispatched at
least two days before the

AMENDED AND RESTATED BYLAWS           -10-

<PAGE>

meeting to a Director at his or her telephone number or other number appearing
on the records of the corporation.

              3.7.5    Delivery by Telegraph

     If notice is delivered by telegraph, the notice shall be deemed effective
if the content thereof is delivered to the telegraph company at least two days
before the meeting for delivery to a Director at his or her address shown on the
records of the corporation.

              3.7.6    Oral Notice

     If notice is delivered orally, by telephone or in person, the notice shall
be deemed effective if personally given to the Director at least two days before
the meeting.

     3.8      Waiver of Notice

              3.8.1    In Writing

     Whenever any notice is required to be given to any Director under the
provisions of these Bylaws, the Certificate of Incorporation or the DGCL, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board or any
committee appointed by the Board need be specified in the waiver of notice of
such meeting.

              3.8.2    By Attendance

     The attendance of a Director at a Board or committee meeting shall
constitute a waiver of notice of such meeting, except when a Director attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

     3.9      Quorum

     A majority of the total number of Directors fixed by or in the manner
provided in these Bylaws or, if vacancies exist on the Board, a majority of the
total number of Directors then serving on the Board, provided, however, that
such number may be not less than one-third of the total number of Directors
fixed by or in the manner provided in these Bylaws, shall constitute a quorum
for the transaction of business at any Board meeting. If less than a majority
are present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.

AMENDED AND RESTATED BYLAWS           -11-

<PAGE>

     3.10     Manner of Acting

     The act of the majority of the Directors present at a Board or committee
meeting at which there is a quorum shall be the act of the Board or committee,
unless the vote of a greater number is required by these Bylaws, the Certificate
of Incorporation or the DGCL.

     3.11     Presumption of Assent

     A Director of the corporation present at a Board or committee meeting at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his or her dissent is entered in the minutes of the
meeting, or unless such Director files a written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof, or
forwards such dissent by registered mail to the Secretary of the corporation
immediately after the adjournment of the meeting. A Director who voted in favor
of such action may not dissent.

     3.12     Action by Board or Committees Without a Meeting

     Any action required or permitted to be taken at any meeting of the Board or
of any committee of the Board may be taken without a meeting if all of the
members of the Board or of the committee of the Board, as the case may be,
consent thereto in writing or by electronic transmission as provided in the DGCL
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.

     3.13     Resignation

     Any Director may resign at any time by delivering written notice to the
Chairman of the Board, the Chief Executive Officer, the President, the Secretary
or the Board, or to the registered office of the corporation. Any such
resignation shall take effect at the time specified therein, or if the time is
not specified, upon delivery thereof and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

     3.14     Removal

     At a meeting of stockholders called expressly for that purpose, or without
a meeting pursuant to Section 2.14 of these Bylaws, one or more members of the
Board (including the entire Board) may be removed, with or without cause, by the
holders of not less than a majority of the shares entitled to elect the Director
or Directors whose removal is sought in the manner provided by these Bylaws.

AMENDED AND RESTATED BYLAWS           -12-

<PAGE>

     3.15     Vacancies

     Any vacancy occurring on the Board may be filled only by the affirmative
vote of a majority of the remaining Directors, whether or not they constitute a
quorum of the Board. A Director elected to fill a vacancy shall be elected for
the unexpired term of his or her predecessor in office, if any. Any directorship
to be filled by reason of an increase in the number of Directors may be filled
by the Board for a term of office continuing only until the next election of
Directors, and until his or her successor shall be elected and qualify.

     3.16     Committees

              3.16.1   Creation and Authority of Committees

     The Board may, pursuant to the authority granted in subsection (2) of
section 141(c) of the DGCL, designate one or more standing or temporary
committees, each committee to consist of one or more Directors of the
corporation. 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. In the absence or disqualification of a member of a
committee, the member or members thereof 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 to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board establishing
such committee or as otherwise provided in these Bylaws, shall have and may
exercise all the powers and authority of the Board 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 that require it; but no such committee
shall have the power or authority in reference to (a) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
General Corporation Law of the State of Delaware to be submitted to stockholders
for approval or (b) adopting, amending or repealing any Bylaw of the
corporation.

              3.16.2   Minutes of Meetings

     All committees so appointed shall keep regular minutes of their meetings
and shall cause them to be recorded in books kept for that purpose.

              3.16.3   Quorum and Manner of Acting

     A majority of the number of Directors composing any committee of the Board,
as established and fixed by resolution of the Board, shall constitute a quorum
for the transaction of business at any meeting of such committee but, if less
than a majority are present at a meeting, a majority of such Directors present
may adjourn the meeting from time to time without further notice. The act of a
majority of the members of a committee present at a meeting at which a quorum is
present shall be the act of such committee.

AMENDED AND RESTATED BYLAWS           -13-

<PAGE>

              3.16.4   Resignation

     Any member of any committee may resign at any time by delivering written
notice to the Chairman of the Board, the Chief Executive Officer, the President,
the Secretary, the Board or the Chairman of such committee. Any such resignation
shall take effect at the time specified therein or, if the time is not
specified, upon delivery thereof and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

              3.16.5   Removal

     The Board may remove from office any member of any committee elected or
appointed by it.

     3.17     Compensation

     By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, a fixed sum
for attendance at each Board or committee meeting, or a stated salary as
Director or a committee member, or a combination of the foregoing. No such
payment shall preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.

SECTION 4.  OFFICERS

     4.1      Number

     The officers of the corporation shall be a Chief Executive Officer, a
President, a Secretary and a Treasurer, each of whom shall be elected by the
Board. One or more Vice Presidents and such other officers and assistant
officers, including a Chairman of the Board, may be elected or appointed by the
Board, such officers and assistant officers to hold office for such period, have
such authority and perform such duties as are provided in these Bylaws or as may
be provided by resolution of the Board. Any officer may be assigned by the Board
any additional title that the Board deems appropriate. The Board may delegate to
any officer or agent the power to appoint any such subordinate officers or
agents and to prescribe their respective terms of office, authority and duties.
Any two or more offices may be held by the same person.

     4.2      Election and Term of Office

     The officers of the corporation shall be elected annually by the Board at
the Board meeting held after the annual meeting of the stockholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as a Board meeting conveniently may be held. Unless an officer
dies, resigns or is removed from office, he or she shall hold office until the
next annual meeting of the Board or until his or her successor is elected.

AMENDED AND RESTATED BYLAWS           -14-

<PAGE>

     4.3      Resignation

     Any officer may resign at any time by delivering written notice to the
Chairman of the Board, the Chief Executive Officer, the President, a Vice
President, the Secretary or the Board. Any such resignation shall take effect at
the time specified therein or, if the time is not specified, upon delivery
thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

     4.4      Removal

     Any officer or agent elected or appointed by the Board may be removed by
the Board, and any officer appointed by an officer upon whom the power of
appointment has been conferred by the Board of Directors may be removed by any
such officer or by the Board, whenever in the judgment of the Board or of such
officer, as the case may be, the best interests of the corporation would be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

     4.5      Vacancies

     A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the unexpired portion of the term, or for a new term established
by the Board.

     4.6      Chairman of the Board

     If elected, the Chairman of the Board shall perform such duties as shall be
assigned to him or her by the Board from time to time and shall preside over
meetings of the Board and stockholders unless another officer is appointed or
designated by the Board as chairman of such meeting.

     4.7      Chief Executive Officer

     The Chief Executive Officer shall be the chief executive officer of the
corporation, shall preside over meetings of the Board and stockholders in the
absence of a Chairman of the Board and, subject to the Board's control, shall
supervise and control all of the assets, business and affairs of the
corporation. The Chief Executive Officer may sign certificates for shares of the
corporation, deeds, mortgages, bonds, contracts or other instruments, except
when the signing and execution thereof have been expressly delegated by the
Board or by these Bylaws to some other officer or agent of the corporation or
are required by law to be otherwise signed or executed by some other officer or
in some other manner. In general, the Chief Executive Officer shall perform all
duties incident to the office of Chief Executive Officer and such other duties
as are prescribed by the Board from time to time.

AMENDED AND RESTATED BYLAWS           -15-

<PAGE>

     4.8      President

     In the event of the death of the Chief Executive Officer or his inability
to act, the President shall perform the duties of the Chief Executive Officer,
except as may be limited by resolution of the Board, with all the powers of and
subject to all the restrictions upon the Chief Executive Officer. The President
may sign with the Secretary or any Assistant Secretary certificates for shares
of the corporation. The President shall have, to the extent authorized by the
Chief Executive Officer or the Board, the same powers as the Chief Executive
Officer to sign deeds, mortgages, bonds, contracts or other instruments. The
President shall perform such other duties as from time to time may be assigned
to him or her by the Chief Executive Officer or the Board.

     4.9      Vice President

     In the event of the death of the President or his or her inability to act,
the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President, or
if no Vice President is so designated, the Vice President first elected to such
office) shall perform the duties of the President, except as may be limited by
resolution of the Board, with all the powers of and subject to all the
restrictions upon the President. Any Vice President may sign with the Secretary
or any Assistant Secretary certificates for shares of the corporation. Vice
Presidents shall have, to the extent authorized by the President or the Board,
the same powers as the President to sign deeds, mortgages, bonds, contracts or
other instruments. Vice Presidents shall perform such other duties as from time
to time may be assigned to them by the President or the Board.

     4.10     Secretary

     The Secretary shall be responsible for preparation of minutes of meetings
of the Board and stockholders, maintenance of the corporation's records and
stock registers, and authentication of the corporation's records and shall in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him or her by the President or
the Board. In the absence of the Secretary, an Assistant Secretary may perform
the duties of the Secretary.

     4.11     Treasurer

     The Treasurer shall have charge and custody of and be responsible for all
funds and securities of the corporation; receive and give receipts for moneys
due and payable to the corporation from any source whatsoever, and deposit all
such moneys in the name of the corporation in banks, trust companies or other
depositories selected in accordance with the provisions of these Bylaws; sign
certificates for shares of the corporation; and in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him or her by the President or by the Board. In the
absence of the Treasurer, an Assistant Treasurer may perform the duties of the
Treasurer.

AMENDED AND RESTATED BYLAWS           -16-

<PAGE>

     4.12     Salaries

     The salaries of the officers shall be fixed from time to time by the Board
or by any person or persons to whom the Board has delegated such authority. No
officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a Director of the corporation.

SECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

     5.1      Contracts

     The Board may authorize any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances.

     5.2      Loans to the Corporation

     No loans for borrowed money shall be contracted on behalf of the
corporation and no evidences of indebtedness for borrowed money shall be issued
in its name unless authorized by a resolution of the Board. Such authority may
be general or confined to specific instances.

     5.3      Checks, Drafts, Etc.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, or agent or agents, of the corporation and in such
manner as is from time to time determined by resolution of the Board.

     5.4      Deposits

     All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the Board may select.

SECTION 6.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

     6.1      Issuance of Shares

     No shares of the corporation shall be issued unless authorized by the
Board, which authorization shall include the maximum number of shares to be
issued and the consideration to be received for each share.

     6.2      Certificates for Shares

     Certificates representing shares of the corporation shall be signed by the
Chief Executive Officer or the President, or a Vice President, and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary,
any of whose signatures may be a

AMENDED AND RESTATED BYLAWS           -17-

<PAGE>

facsimile. The Board may in its discretion appoint responsible banks, trust
companies or other professionals from time to time to act as transfer agents and
registrars of the stock of the corporation; and, when such appointments shall
have been made, no stock certificate shall be valid until countersigned by one
of such transfer agents and registered by one of such registrars. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if such person was such officer,
transfer agent or registrar at the date of issue. All certificates shall include
on their face written notice of any restrictions that may be imposed on the
transferability of such shares and shall be consecutively numbered or otherwise
identified.

     6.3      Stock Records

     The stock transfer books shall be kept at the registered office or
principal place of business of the corporation or at the office of the
corporation's transfer agent or registrar. The name and address of each person
to whom certificates for shares are issued, together with the class and number
of shares represented by each such certificate and the date of issue thereof,
shall be entered on the stock transfer books of the corporation. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.

     6.4      Restriction on Transfer

     Except to the extent that the corporation has obtained an opinion of
counsel acceptable to the corporation that transfer restrictions are not
required under applicable securities laws, or has otherwise satisfied itself
that such transfer restrictions are not required, all certificates representing
shares of the corporation shall bear a legend on the face of the certificate, or
on the reverse of the certificate if a reference to the legend is contained on
the face, that reads substantially as follows:

     "The securities evidenced by this certificate have not been registered
     under the Securities Act of 1933 or any applicable state law, and no
     interest therein may be sold, distributed, assigned, offered, pledged or
     otherwise transferred unless (a) there is an effective registration
     statement under such Act and applicable state securities laws covering any
     such transaction involving said securities or (b) this corporation receives
     an opinion of legal counsel for the holder of these securities (concurred
     in by legal counsel for this corporation) stating that such transaction is
     exempt from registration or this corporation otherwise satisfies itself
     that such transaction is exempt from registration. Neither the offering of
     the securities nor any offering materials have been reviewed by any
     administrator under the Securities Act of 1933 or any applicable state
     law."

     If any securities of the corporation are issued pursuant to Regulation S
("Regulation S") of the Securities Act of 1933, as amended (the "1933 Act"), the
corporation

AMENDED AND RESTATED BYLAWS           -18-

<PAGE>

will refuse to register any subsequent transfer of such securities if such
transfer is not made in accordance with Regulation S, pursuant to registration
under the 1933 Act or pursuant to an available exemption from registration under
the 1933 Act.

     6.5      Transfer of Shares

     The transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and canceled.

     6.6      Lost or Destroyed Certificates

     In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.

     6.7      Shares of Another Corporation

     Shares owned by the corporation in another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the Board may determine
or, in the absence of such determination, by the Chief Executive Officer, the
President or any Vice President of the corporation.

SECTION 7.  BOOKS AND RECORDS

     The corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its stockholders
and Board and such other records as may be necessary or advisable.

SECTION 8.  ACCOUNTING YEAR

     The accounting year of the corporation shall be the calendar year, provided
that if a different accounting year is at any time selected for purposes of
federal income taxes, the accounting year shall be the year so selected.

SECTION 9.  SEAL

     The seal of the corporation, if any, shall consist of the name of the
corporation, the state of its incorporation and the year of its incorporation.

AMENDED AND RESTATED BYLAWS           -19-

<PAGE>

SECTION 10. INDEMNIFICATION

     10.1     Right to Indemnification

     Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved (including, without limitation, as a witness) in any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a Director or officer of the corporation or that,
being or having been such a Director or officer of the corporation, he or she is
or was serving at the request of the corporation as a Director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan (hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as such a Director or officer or in any
other capacity while serving as such a Director or officer, shall be indemnified
and held harmless by the corporation to the full extent permitted by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights than
permitted prior thereto), or by other applicable law as then in effect, against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) actually and
reasonably incurred or suffered by such indemnitee in connection therewith and
such indemnification shall continue as to an indemnitee who has ceased to be a
Director or officer and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that except as provided in
subsection 10.2 hereof with respect to proceedings seeking to enforce rights to
indemnification, the corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized or ratified by the Board.
The right to indemnification conferred in this subsection 10.1 shall be a
contract right and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however, that
if the DGCL requires, an advancement of expenses incurred by an indemnitee in
his or her capacity as a Director or officer (and not in any other capacity in
which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that such indemnitee is not entitled to be indemnified
for such expenses under this subsection 10.1 or otherwise.

     10.2     Right of Indemnitee to Bring Suit

     If a claim under subsection 10.1 hereof is not paid in full by the
corporation within 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 20 days, the indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid

AMENDED AND RESTATED BYLAWS           -20-

<PAGE>

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. The indemnitee shall be
presumed to be entitled to indemnification under this Section 10 upon submission
of a written claim (and, in an action brought to enforce a claim for an
advancement of expenses, where the required undertaking, if any is required, has
been tendered to the corporation), and thereafter the corporation shall have the
burden of proof to overcome the presumption that the indemnitee is not so
entitled. Neither the failure of the corporation (including its Board,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances nor an actual determination by the corporation
(including its Board, independent legal counsel or its stockholders) that the
indemnitee is not entitled to indemnification shall be a defense to the suit or
create a presumption that the indemnitee is not so entitled.

     10.3     Nonexclusivity of Rights

     The rights to indemnification and to the advancement of expenses conferred
in this Section 10 shall not be exclusive of any other right that any person may
have or hereafter acquire under any statute, agreement, vote of stockholders or
disinterested Directors, provisions of the Certificate of Incorporation or
Bylaws of the corporation or otherwise. Notwithstanding any amendment to or
repeal of this Section 10, any indemnitee shall be entitled to indemnification
in accordance with the provisions hereof with respect to any acts or omissions
of such indemnitee occurring prior to such amendment or repeal.

     10.4     Insurance, Contracts and Funding

     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, whether or not the corporation would have the power
to indemnify such person against such expense, liability or loss under the DGCL.
The corporation, without further stockholder approval, may enter into contracts
with any Director, officer, employee or agent in furtherance of the provisions
of this Section 10 and may create a trust fund, grant a security interest or use
other means (including, without limitation, a letter of credit) to ensure the
payment of such amounts as may be necessary to effect indemnification as
provided in this Section 10.

     10.5     Indemnification of Employees and Agents of the Corporation

     The corporation may, by action of the Board, grant rights to
indemnification and advancement of expenses to employees or agents or groups of
employees or agents of the corporation with the same scope and effect as the
provisions of this Section 10 with respect to the indemnification and
advancement of expenses of Directors and officers of the corporation; provided,
however, that an undertaking shall be made by an employee or agent only if
required by the Board.

AMENDED AND RESTATED BYLAWS           -21-

<PAGE>

     10.6     Persons Serving Other Entities

     Any person who is or was a Director or officer of the corporation who is or
was serving (a) as a Director or officer of another corporation of which a
majority of the shares entitled to vote in the election of its Directors is held
by the corporation or (b) in an executive or management capacity in a
partnership, joint venture, trust or other enterprise of which the corporation
or a wholly owned subsidiary of the corporation is a general partner or has a
majority ownership shall be deemed to be so serving at the request of the
corporation and entitled to indemnification and advancement of expenses under
subsection 10.1 hereof.

     10.7     Procedures for the Submission of Claims

     The Board may establish reasonable procedures for the submission of claims
for indemnification pursuant to this Section 10, determination of the
entitlement of any person thereto and review of any such determination. Such
procedures shall be set forth in an appendix to these Bylaws and shall be deemed
for all purposes to be a part hereof.

SECTION 11. AMENDMENTS OR REPEAL

     The Board of Directors shall have the power to adopt, amend or repeal the
Bylaws of this corporation; provided, however, the Board of Directors may not
repeal or amend any bylaw that the stockholders have expressly provided may not
be amended or repealed by the Board of Directors. The stockholders shall also
have the power to adopt, amend or repeal the Bylaws of this corporation.

     Notwithstanding any amendment to Section 10 hereof or repeal of these
Bylaws, or of any amendment or repeal of any of the procedures that may be
established by the Board pursuant to Section 10 hereof, any indemnitee shall be
entitled to indemnification in accordance with the provisions hereof and thereof
with respect to any acts or omissions of such indemnitee occurring prior to such
amendment or repeal.

     The foregoing Amended and Restated Bylaws were adopted by the Board of
Directors on February 15, 2002.

AMENDED AND RESTATED BYLAWS           -22-

Source: OneCLE Business Contracts.