AMENDED AND RESTATED BY-LAWS

                                      OF

                                NAVISITE, INC.



                           ARTICLE I. - Stockholders
                           -------------------------

     1.1  Place of Meetings.  All meetings of stockholders shall be held at such
          -----------------
place within or without the State of Delaware as may be designated from time to
time by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer or the President or, if not so designated, at the registered office of
the corporation.

     1.2  Annual Meeting.  The annual meeting of stockholders for the election
          --------------
of directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on a date to be fixed by the Board of
Directors, the Chairman of the Board, the Chief Executive Officer or the
President (which date shall not be a legal holiday in the place where the
meeting is to be held) at the time and place to be fixed by the Board of
Directors, the Chairman of the Board, the Chief Executive Officer or the
President and stated in the notice of the meeting.  If no annual meeting is held
in accordance with the foregoing provisions, the Board of Directors shall cause
the meeting to be held as soon thereafter as is convenient.  If no annual
meeting is held in accordance with the foregoing provisions, a special meeting
may be held in lieu of the annual meeting, and any action taken at that special
meeting shall have the same effect as if it had been taken at the annual
meeting, and in such case all references in these By-Laws to the annual meeting
of the stockholders shall be deemed to refer to such special meeting.

     1.3  Special Meetings.  Special meetings of stockholders may be called at
          ----------------
any time only by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the President or the holders of at least 40% of the votes
which all stockholders would be entitled to cast in any annual election of
directors.  Business transacted at any special meeting of stockholders shall be
limited to matters relating to the purpose or purposes stated in the notice of
meeting.
<PAGE>

     1.4  Notice of Meetings.  Except as otherwise provided by law, written
          ------------------
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting.  The notices of all meetings
shall state the place, date and hour of the meeting.  The notice of a special
meeting shall state, in addition, the purpose or purposes for which the meeting
is called.  If mailed, notice is given when  deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the corporation.

     1.5  Voting List.  The officer who has charge of the stock ledger of the
          -----------
corporation shall prepare and make, at least 10 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.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, at a place, specified in the notice of the
meeting, within the city where the meeting is to be held or, if not so specified
in the notice of meeting, at the place where the meeting is to be held.  The
list also shall be produced and kept at the time and place of the meeting during
the whole time of the meeting and may be inspected by any stockholder who is
present.

     1.6  Quorum.  Except as otherwise provided by law, the Certificate of
          ------
Incorporation or these By-Laws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business.

     1.7  Adjournments.  Any meeting of stockholders may be adjourned to any
          ------------
other time and to any other place at which a meeting of stockholders may be held
under these By-Laws by the stockholders present or represented at the meeting
and entitled to vote, although less than a quorum, or, if no stockholder is
present, by any officer entitled to preside at or to act as secretary of such
meeting.  It shall not be necessary to notify any stockholder of any adjournment
of less than 30 days if the time and place of the adjourned meeting are
announced at the meeting at which adjournment is taken, unless after the
adjournment a new record date is fixed for the adjourned meeting.  At the
adjourned meeting, the corporation may transact any business which might have
been transacted at the original meeting.

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<PAGE>

     1.8  Voting and Proxies.  Each stockholder shall have one vote for each
          ------------------
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
by law, the Certificate of Incorporation or these By-Laws.  Each stockholder
of record entitled to vote at a meeting of stockholders may vote in person or
may authorize another person or persons to vote or act for him by proxy executed
in writing (or in such other manner permitted by the General Corporation Law of
the State of Delaware) by the stockholder or his authorized agent and delivered
to the Secretary of the corporation. No such proxy shall be voted or acted upon
after three years from the date of its execution, unless the proxy expressly
provides for a longer period.

     1.9  Action at Meeting.  When a quorum is present at any meeting, the
          -----------------
holders, present or represented and voting on a matter, of shares representing a
majority of the votes cast (or if there are two or more classes of stock
entitled to vote as separate classes, then in the case of each such class, the
holders, present or represented and voting on a matter, of shares representing a
majority of votes cast by that class) shall decide any matter to be voted upon
by the stockholders at such meeting, except when a different vote is required by
express provision of law, the Certificate of Incorporation or these By-Laws. Any
election by stockholders shall be determined by a plurality of the votes cast by
the stockholders entitled to vote at the election.

     1.10 Nomination of Directors.  Only persons who are nominated in accordance
          -----------------------
with the following procedures shall be eligible for election as directors.
Nomination for election to the Board of Directors of the corporation at a
meeting of stockholders may be made (i) by or at the direction of the Board of
Directors or (ii) by any stockholder of the corporation entitled to vote for the
election of directors at such meeting who complies with the notice procedures
set forth in this Section 1.10.

     To be timely, a stockholder's notice must be received by the Secretary of
the corporation 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 45 days nor more than 60 days prior to the date on
which the corporation first mailed its proxy materials for the prior year's
annual meeting; provided, however, that in the event that the date of the annual
meeting is called for a date that is not within 30 days before or after the
first anniversary of the preceding year's annual meeting, to be timely, a
stockholder's notice must be so received not later than the 10th day follow-

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<PAGE>

ing 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.

     The stockholder's notice to the Secretary of the corporation shall set
forth (a) as to each proposed nominee, (i) the name, age, business address and,
if known, residence address of each such nominee, (ii) the principal occupation
or employment of each such nominee, (iii) the number of shares of stock of the
corporation which are beneficially owned by each such nominee and (iv) any other
information concerning the nominee that must be disclosed as to nominees in
proxy solicitations (including such person's written consent to be named as a
nominee and to serve as a director if elected) pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations promulgated thereunder; (b) as to the stockholder giving
the notice, (i) the name and address, as they appear on the corporation's books,
of such stockholder and (ii) the class and number of shares of the corporation
which are beneficially owned by such stockholder; and (c) as to the beneficial
owner, if any, on whose behalf the nomination is being made, (i) the name and
address of such beneficial owner and (ii) the class and number of shares of the
corporation which are beneficially owned by such person. 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 by the corporation to determine the eligibility of such
proposed nominee to serve as a director of the corporation.

     The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if chairman of the meeting should so determine, the
chairman of the meeting shall so declare to the meeting and the defective
nomination shall be disregarded.

     1.11 Notice of Business at Annual Meetings.  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 (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
brought before the meeting by or at the direction of the Board of Directors or
(c) otherwise properly brought before an annual meeting by a stockholder.  For
business to be properly brought before an annual meeting by a stockholder, (i)
if such business relates to the election of directors of the corporation, the
procedures in Section 1.10 must be

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<PAGE>

complied with and (ii) if such business relates to any other matter, the
stockholder must have given timely notice thereof in writing to the Secretary of
the corporation in accordance with the procedures set forth in this Section
1.11.

     To be timely, a stockholder's notice must be received by the Secretary of
the corporation at the principal executive offices of the corporation not less
than 45 days nor more than 60 days prior to the date on which the Corporation
first mailed its proxy materials for the prior year's annual meeting; provided,
however, that in the event that the date of the annual meeting is called for a
date that is not within 30 days before or after the first anniversary of the
preceding year's annual meeting, to be timely, a stockholder's notice must be so
received not later than the 10/th/ 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.

     The stockholder's notice to the Secretary of the corporation shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) 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, (c) the class
and number of shares of the corporation which are beneficially owned by the
stockholder and beneficial owner, if any, and (d) any material interest of the
stockholder or such beneficial owner, if any, in such business. 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 1.11; provided that any stockholder proposal which
complies with Rule 14a-8 of the proxy rules (or any successor provision)
promulgated under the Exchange Act 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 1.11.

     The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 1.11, and if the chairman of
the meeting should so determine, the chairman of the meeting shall so declare to
the meeting that any such business not properly brought before the meeting shall
not be transacted.

     1.12 Organization.  The Chairman of the Board, or in his absence the Vice
          ------------
Chairman of the Board, the Chief Executive Officer or the President, in the
order

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<PAGE>

named, shall call meetings of the stockholders to order, and shall act as
chairman of such meeting, provided, however, that the Board of Directors may
                          --------
appoint any officer or stockholder to act as chairman of any meeting in the
absence of the Chairman of the Board.  The Secretary of the corporation shall
act as secretary at all meetings of the stockholders; but in the absence of the
Secretary of the corporation at any meeting of the stockholders, the presiding
officer may appoint any person to act as secretary of the meeting.


                            ARTICLE II. - Directors
                            -----------------------

     2.1  General Powers.  The business and affairs of the corporation shall be
          --------------
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws. In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board of Directors until the vacancy is
filled.

     2.2  Number; Election and Qualification.  The number of directors which
          ----------------------------------
shall constitute the whole Board of Directors shall be determined by resolution
of the Board of Directors or by the holders of shares representing a majority of
the votes entitled to be cast by all stockholders in any annual election of
directors.  The number of directors may be decreased at any time and from time
to time by a majority of the directors then in office or by the holders of
shares representing a majority of the votes entitled to be cast by all
stockholders in any annual election of directors, but only to eliminate
vacancies existing by reason of the death, resignation, removal or expiration of
the term of one or more directors.  The directors shall be elected at the annual
meeting of stockholders by such stockholders as have the right to vote on such
election.  Directors need not be stockholders of the corporation.

     2.3  Enlargement of the Board.  The number of directors may be increased at
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any time and from time to time by the stockholders or by a majority of the
directors then in office.

     2.4  Tenure.  Each director shall hold office until the next annual meeting
          ------
and until his successor is elected and qualified, or until his earlier death,
resignation or removal.

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<PAGE>

     2.5  Quorum; Action at Meeting.  A majority of the directors at any time in
          -------------------------
office shall constitute a quorum for the transaction of business.  In the event
one or more of the directors shall be disqualified to vote at any meeting, then
the required quorum shall be reduced by one for each director so disqualified,
provided that in no case shall less than one-third of the number of directors
fixed pursuant to Section 2.2 above constitute a quorum.  If at any meeting of
the Board of Directors there shall be less than such a quorum, a majority of
those present may adjourn the meeting from time to time.  Every act or decision
done or made by a majority of the directors present at a meeting duly held at
which a quorum is present shall be regarded as the act of the Board of Directors
unless a greater number is required by law, by the Certificate of Incorporation
or these By-Laws.

     2.6  Removal.  Directors of the corporation may be removed, with or without
          -------
cause, by the holders of at least a majority of the shares then entitled to vote
in any annual election of directors.

     2.7  Vacancies.  Any vacancy in the Board of Directors, however occurring,
          ---------
including a vacancy resulting from an enlargement of the Board, shall be filled
either by the holders of at least a majority of the votes which all of the
stockholders would be entitled to cast in any election of directors or by a vote
of a majority of the directors then in office, although less than a quorum, or
by the sole remaining director.  A director elected to fill a vacancy shall hold
office until the next annual meeting of stockholders and until his or her
successor is elected and qualified or until his or her earlier death,
resignation or removal.

     2.8  Resignation.  Any director may resign by delivering his written
          -----------
resignation to the corporation at its principal office or to the Chairman of the
Board or 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.

     2.9  Regular Meetings.  Regular meetings of the Board of Directors may be
          ----------------
held without notice at such time and place, either within or without the State
of Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be given notice of the 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.

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<PAGE>

     2.10 Special Meetings.  Special meetings of the Board of Directors may be
          ----------------
held at any time and place, within or without the State of Delaware, designated
in a call by the Chairman of the Board, the Chief Executive Officer, the
President or two or more directors, or by one director in the event that there
is only a single director in office.

     2.11 Notice of Special Meetings.  Notice of any special meeting of
          --------------------------
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting.  Notice shall be duly given to each
director (i) in person or by telephone at least 24 hours in advance of the
meeting, (ii) by sending a telegram, telecopy, telex or electronic mail, or
delivering written notice by hand, to his last known business, home or
electronic mail address at least 24 hours in advance of the meeting or (iii) by
mailing written notice to his last known business or home address at least 72
hours in advance of the meeting.  A notice or waiver of notice of a meeting of
the Board of Directors need not specify the purposes of the meeting.

     2.12 Meetings by Telephone Conference Calls.  Directors or any members of
          --------------------------------------
any committee designated by the directors may participate in a meeting of the
Board of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation by such means shall constitute
presence in person at such meeting.

     2.13 Action by Consent.  Any action required or permitted to be taken at
          -----------------
any meeting of the Board of Directors or of any committee of the Board of
Directors may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent to the action in writing,
and the written consents are filed with the minutes of proceedings of the Board
of Directors or committee.

     2.14 Committees.  The Board of Directors may designate one or more
          ----------
committees, each committee to consist of one or more of the directors of the

corporation.  The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.  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 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.  Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of the General

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<PAGE>

Corporation Law of the State of Delaware, 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. Each such committee shall keep
minutes and make such reports as the Board of Directors may from time to time
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 By-Laws for the Board of
Directors.

     2.15 Compensation of Directors.  Directors may be paid such compensation
          -------------------------
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine.  No such payment
shall preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.


                            ARTICLE III. - Officers
                            -----------------------

     3.1  Enumeration.  The officers of the corporation shall consist of a Chief
          -----------
Executive Officer, a President, a Secretary, a Treasurer and such other officers
with such other titles as the Board of Directors shall determine, including a
Chairman of the Board, a Vice Chairman of the Board, and one or more Vice
Presidents, Assistant Treasurers and Assistant Secretaries.  The Board of
Directors may appoint such other officers as it may deem appropriate.

     3.2  Election.  The Chief Executive Officer, President, Treasurer and
          --------
Secretary shall be elected annually by the Board of Directors at its first
meeting following the annual meeting of stockholders.  Other officers may be
appointed by the Board of Directors at such meeting or at any other meeting.

     3.3  Qualification.  No officer need be a stockholder.  Any two or more
          -------------
offices may be held by the same person.

     3.4  Tenure.  Except as otherwise provided by law, by the Certificate of
          ------
Incorporation or by these By-Laws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in the
vote choosing or appointing him, or until his earlier death, resignation or
removal.

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<PAGE>

     3.5  Resignation and Removal.  Any officer may resign by delivering his or
          -----------------------
her written resignation to the corporation at its principal office or to the
Chairman of the Board, Chief Executive Officer, President or 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.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his resignation or removal, whether his compensation be by
the month or by the year or otherwise, unless such compensation is expressly
provided in a duly authorized written agreement with the corporation.

     3.6  Vacancies.  The Board of Directors may fill any vacancy occurring in
          ---------
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary. Each such successor shall hold office for the unexpired term of
his predecessor and until his successor is elected and qualified, or until his
earlier death, resignation or removal.

     3.7  Chairman of the Board, Vice Chairman of the Board and Chief Executive
          ---------------------------------------------------------------------
Officer.  The Board of Directors may appoint a Chairman of the Board and may
-------
designate the Chairman of the Board or, if not the Chairman of the Board,
someone else, as Chief Executive Officer.  If the Board of Directors appoints a
Chairman of the Board, he shall perform such duties and possess such powers as
are assigned to him by the Board of Directors.  Unless otherwise provided by the
Board of Directors, he shall preside at all meetings of the stockholders and, if
he is a director, at all meetings of the Board of Directors.  If the Board of
Directors appoints a Vice Chairman of the Board, the Vice Chairman of the Board
shall, in the absence or disability of the Chairman of the Board, perform the
duties and exercise the powers of the Chairman of the Board and shall perform
such other duties and possess such other powers as may from time to time be
vested in the Vice Chairman of the Board by the Board of Directors.  The person
designated as the Chief Executive Officer of the Company (whether or not the
Chairman of the Board) shall, subject to the direction of the Board of
Directors, have general charge and supervision of the business of the
corporation.

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<PAGE>

     3.8  President.  Unless the Board of Directors has designated the Chairman
          ---------
of the Board or another officer as Chief Executive Officer, the President shall
be the Chief Executive Officer of the corporation. The President shall perform
such other duties and shall have such other powers as the Board of Directors,
Chairman of the Board or Chief Executive Officer may from time to time
prescribe.

     3.9  Vice Presidents.  Any Vice President shall perform such duties and
          ---------------
possess such powers as the Board of Directors, Chairman of the Board, Chief
Executive Officer or President may from time to time prescribe.  In the event of
the absence, inability or refusal to act of the Chief Executive Officer, then,
in the order determined by the Board of Directors, the President (if he is not
the Chief Executive Officer) and the Vice President (or if there shall be more
than one, the Vice Presidents) shall perform the duties of the Chief Executive
Officer and when so performing shall have all the powers of and be subject to
all the restrictions upon the Chief Executive Officer.  The Board of Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President or any other title selected by the Board of Directors.

     3.10 Secretary and Assistant Secretaries.  The Secretary shall perform such
          -----------------------------------
duties and shall have such powers as the Board of Directors, Chairman of the
Board or Chief Executive Officer may from time to time prescribe.  In addition,
the Secretary shall perform such duties and have such powers as are incident to
the office of secretary, including without limitation the duty and power to give
notices of all meetings of stockholders and special meetings of the Board of
Directors, to attend all meetings of stockholders and the Board of Directors and
keep a record of the proceedings, to maintain a stock ledger and prepare lists
of stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, Chairman of the Board, Chief Executive Officer or
Secretary may from time to time prescribe.  In the event of the absence,
inability or refusal to act of the Secretary, the Assistant Secretary (or if
there shall be more than one, the Assistant Secretaries in the order determined
by the Board of Directors) shall perform the duties and exercise the powers of
the Secretary.

     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 secretary to keep a record of the meeting.

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<PAGE>

     3.11 Treasurer and Assistant Treasurers.  The Treasurer shall perform such
          ----------------------------------
duties and shall have such powers as may from time to time be assigned to him or
her by the Board of Directors, Chairman of the Board 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, including without limitation
the duty and power to keep and be responsible for all funds and securities of
the corporation, to deposit funds of the corporation in depositories selected in
accordance with these By-Laws, to disburse such funds as ordered by the Board of
Directors, to make proper accounts of such funds, and to render as required by
the Board of Directors statements of all such transactions and of the financial
condition of the corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe.  In the event of the absence, inability or refusal to
act of the Treasurer, the Assistant Treasurer (or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.

     3.12 Salaries.  Officers of the corporation shall be entitled to such
          --------
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.


                          ARTICLE IV. - Capital Stock
                          ---------------------------

     4.1  Issuance of Stock.  Unless otherwise voted by the stockholders and
          -----------------
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any balance of the authorized capital stock of the
corporation held in its treasury may be issued, sold, transferred or otherwise
disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.

     4.2  Certificates of Stock.  Every holder of stock of the corporation shall
          ---------------------
be entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
him or her in the corporation.  Each such certificate shall be signed by, or in
the name of the corporation by, the Chairman or Vice Chairman, if any, of the
Board of Directors, or the President or a Vice President, and the Treasurer or
any Assistant Treasurer, or the

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<PAGE>

Secretary or an Assistant Secretary of the corporation. Any or all of the
signatures on the certificate may be a facsimile.

     Each certificate for shares of stock that are subject to any restriction on
transfer pursuant to the Certificate of Incorporation, the By-Laws, applicable
securities laws or any agreement among any number of stockholders or among such
holders and the corporation shall have conspicuously noted on the face or back
of the certificate either the full text of the restriction or a statement of the
existence of such restriction.

     4.3  Transfers.  Except as otherwise established by rules and regulations
          ---------
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-Laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of these By-Laws.

     4.4  Lost, Stolen or Destroyed Certificates.  The corporation may issue a
          --------------------------------------
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.

     4.5  Record Date.  The Board of Directors may fix in advance a date as a
          -----------
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action.  Such record date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action to
which such record date relates.

                                       13
<PAGE>

     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.  The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating to such purpose.

     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.


                        ARTICLE V. - General Provisions
                        -------------------------------

     5.1  Fiscal Year.  Except as from time to time otherwise designated by the
          -----------
Board of Directors, the fiscal year of the corporation shall begin on the first
day of August of each year and end on the last day of July in each year.

     5.2  Corporate Seal.  The corporate seal shall be in such form as shall be
          --------------
approved by the Board of Directors.

     5.3  Waiver of Notice.  Whenever any notice whatsoever is required to be
          ----------------
given by law, by the Certificate of Incorporation or by these By-Laws, a waiver
of such notice in writing signed by the person entitled to such notice or such
person's duly authorized attorney, delivered by telecopy or any other available
method, whether before, at or after the time stated in such waiver, or the
appearance of such person or persons at such meeting in person or by proxy,
shall be deemed equivalent to such notice.

     5.4  Voting of Securities. Except as the directors may otherwise designate,
          --------------------
the Chairman of the Board or 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 sharehold ers of any other corporation or organization, the
securities of which may be held by this corporation.

                                       14
<PAGE>

     5.5  Evidence of Authority.  A certificate by the Secretary, or an
          ---------------------
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

     5.6  Certificate of Incorporation.  All references in these By-Laws to the
          ----------------------------
Certificate of Incorporation shall be deemed to refer to the Amended and
Restated Certificate of Incorporation of the corporation, as amended and in
effect from time to time.

     5.7  Transactions with Interested Parties.  No contract or transaction
          ------------------------------------
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of the directors 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 of Directors or a committee of the Board of
Directors at which the contract or transaction is authorized or solely because
his or their votes are counted for such purpose, if:

          (a) The material facts as to his 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 votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum;

          (b) The material facts as to his 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 of the Board of Directors or the stockholders.

     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.

                                       15
<PAGE>

     5.8  Severability.  Any determination that any provision of these By-Laws
          ------------
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws.

     5.9  Pronouns.  All pronouns used in these By-Laws shall be deemed to refer
          --------
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.


                            ARTICLE VI. - Amendments
                            ------------------------

     These By-Laws may be altered, amended or repealed, in whole or in part, or
new By-Laws may be adopted by the Board of Directors or by the stockholders as
provided in the Certificate of Incorporation.

                                       16

Source: OneCLE Business Contracts.