BYLAWS

                                         OF

                                  NETRATINGS, INC.

                                     ARTICLE I


                                 CORPORATE OFFICES

1.1.   REGISTERED OFFICE

       The registered office of the Corporation shall be 1209 Orange Street, in
the City of Wilmington, County of New Castle, State of Delaware, 19801.  The
name of the registered agent of the Corporation at such location is The
Corporation Trust Company.

       1.2.   OTHER OFFICES

       The board of directors may at any time establish other offices at any
place or places where the Corporation is qualified to do business.

                                     ARTICLE II

                              MEETINGS OF STOCKHOLDERS

2.1.   PLACE OF MEETINGS

       Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the board of directors.  In the absence of
any such designation, stockholders' meetings shall be held at the registered
office of the Corporation.

       2.2.   ANNUAL MEETING

       The annual meeting of stockholders shall be held each year on a date and
at a time designated by the board of directors.  At the meeting, directors shall
be elected and any other proper business may be transacted.

       2.3.   SPECIAL MEETING

       A special meeting of the stockholders may be called at any time by the
(i) board of directors, (ii) the chairman of the board, (iii) the president,
(iv) the chief executive officer or (v) one or more stockholders holding shares
in the aggregate entitled to cast not less than ten percent (10%) of the votes
at that meeting.

       If a special meeting is called by any person other than the board of
directors, the request shall be in writing, specifying the time of such meeting
and the general nature of the business


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proposed to be transacted, and shall be delivered personally or sent by
registered mail or by telegraphic or other facsimile transmission to the
chairman of the board, the president, any vice president, or the secretary of
the Corporation.  No business may be transacted at such special meeting
otherwise than specified in such notice.  The officer receiving the request
shall cause notice to be promptly given to the stockholders entitled to vote,
in accordance with the provisions of Sections 2.4 and 2.5 of this Article II,
that a meeting will be held at the time requested by the person or persons
who called the meeting, not less than thirty-five (35) nor more than sixty
(60) days after the receipt of the request.  If the notice is not given
within twenty (20) days after the receipt of the request, the person or
persons requesting the meeting may give the notice.  Nothing contained in
this paragraph of this Section 2.3 shall be construed as limiting, fixing, or
affecting the time when a meeting of stockholders called by action of the
board of directors may be held.

       2.4.   NOTICE OF STOCKHOLDERS' MEETINGS

       All notices of meetings with stockholders shall be in writing and shall
be sent or otherwise given in accordance with Section 2.6 of these Bylaws 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 notice shall specify the
place, date and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.

       2.5.   ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

       To be properly brought before an annual meeting or special meeting,
nominations for the election of director or other 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 properly brought before the
meeting by or at the direction of the board of directors, or (c) otherwise
properly brought before the meeting by a stockholder.  For such nominations or
other business to be considered properly brought before the meeting by a
stockholder, such stockholder must have given timely notice and in proper form
of his intent to bring such business before such meeting.  To be timely, such
stockholder's notice must be delivered to or mailed and received by the
secretary of the Corporation not less than 90 days prior to the meeting;
provided, however, that in the event that less than 100 days notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made.  To be in
proper form, a stockholder's notice to the secretary shall set forth:

              (i)    the name and address of the stockholder who intends
                     to make the nominations, propose the business, and,
                     as the case may be, the name and address of the
                     person or persons to be nominated or the nature of
                     the business to be proposed;

              (ii)   a representation that the stockholder is a holder of
                     record of stock of the Corporation entitled to vote
                     at such meeting and, if


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                     applicable, intends to appear in person or by proxy
                     at the meeting to nominate the person or persons
                     specified in the notice or introduce the business
                     specified in the notice;

              (iii)  if applicable, a description of all arrangements or
                     understandings between the stockholder and each
                     nominee and any other person or persons (naming such
                     person or persons) pursuant to which the nomination
                     or nominations are to be made by the stockholder;

              (iv)   such other information regarding each nominee or
                     each matter of business to be proposed by such
                     stockholder as would be required to be included in a
                     proxy statement filed pursuant to the proxy rules of
                     the Securities and Exchange Commission had the
                     nominee been nominated, or intended to be nominated,
                     or the matter been proposed, or intended to be
                     proposed by the board of directors; and

              (v)    if applicable, the consent of each nominee to serve
                     as director of the Corporation if so elected.

       The chairman of the meeting may refuse to acknowledge the nomination of
any person or the proposal of any business not made in compliance with the
foregoing procedure.

       2.6.   MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

       Written notice of any meeting of stockholders, if mailed, 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.  An
affidavit of the secretary or an assistant secretary or of the transfer agent of
the Corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.

       2.7.   QUORUM

       The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation.  If, however, such quorum is not present or represented at any
meeting of the stockholders, then either (i) the chairman of the meeting, or
(ii) the stockholders entitled to vote thereat, present in person or represented
by proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present or
represented.  At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.

       When a quorum is present or represented at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express


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provisions of the statutes or of the certificate of incorporation, a
different vote is required, in which case such express provision shall govern
and control the decision of the question.

       2.8.   ADJOURNED MEETING; NOTICE

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

       2.9.   VOTING

       The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Sections 2.12 and 2.14 of these
Bylaws, subject to the provisions of Sections 217 and 218 of the General
Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors
and joint owners of stock and to voting trusts and other voting agreements).

       Except as may be otherwise provided in the certificate of incorporation,
each stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder.

       2.10.  WAIVER OF NOTICE

       Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these Bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice.  Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person 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.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these Bylaws.

       2.11.  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

       Except as otherwise provided in this Section 2.11, any action required by
this chapter to be taken at any annual or special meeting of stockholders of a
Corporation, or any action that may be taken at any annual or special meeting of
such stockholders, may be taken without a meeting, without prior notice, and
without a vote if a consent in writing, setting forth the action so taken, is
signed by the holders of outstanding stock 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.


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<PAGE>

       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.  If the action which is consented to is such as
would have required the filing of a certificate under any section of the General
Corporation Law of Delaware if such action had been voted on by stockholders at
a meeting thereof, then the certificate filed under such section shall state, in
lieu of any statement required by such section concerning any vote of
stockholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of Delaware.

       Notwithstanding the foregoing, effective upon the listing of the Common
Stock of the Corporation on the Nasdaq Stock Market and the registration of any
class of securities of the Corporation pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the stockholders of the Corporation
may not take action by written consent without a meeting but must take any such
actions at a duly called annual or special meeting.

       2.12.  RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

       In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the board of directors may fix, in advance, a record date, which 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.

       If the board of directors does not so fix a record date, the fixing of
such record date shall be governed by the provisions of Section 213 of the
General Corporation Law of Delaware.

       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.

       2.13.  PROXIES

       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 him by a written proxy, signed by
the stockholder and filed with the secretary of the Corporation, but no such
proxy shall be voted or acted upon after 3 years from its date, unless the proxy
provides for a longer period.  A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact.  The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of
Section 212(c) of the General Corporation Law of Delaware.


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       2.14.  LIST OF STOCKHOLDERS ENTITLED TO VOTE

       The officer who has charge of the stock ledger of a 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, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held.  The stock ledger shall
also be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.  The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders and
of the number of shares held by each such stockholder.

       2.15.  CONDUCT OF BUSINESS

       Meetings of stockholders shall be presided over by the chairman of the
board, if any, or in his absence by the president, or in his absence by a vice
president, or in the absence of the foregoing persons by a chairman designated
by the board of directors, or in the absence of such designation by a chairman
chosen at the meeting.  The secretary shall act as secretary of the meeting, but
in his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.  The chairman of any meeting of stockholders shall
determine the order of business and the procedures at the meeting, including
such matters as the regulation of the manner of voting and conduct of business.

                                    ARTICLE III

                                     DIRECTORS

3.1.   POWERS

       Subject to the provisions of the General Corporation Law of Delaware and
any limitations in the certificate of incorporation or these Bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the Corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.

       3.2.   NUMBER

       The authorized number of directors of the Corporation shall be three (3)
or more, the number thereof to be determined from time to time by resolution of
the board of directors.  No reduction of the authorized number of directors
shall have the effect of removing any director before that director's term of
office expires.


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       3.3.   ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

       Except as provided in Section 3.4 of these Bylaws, at each annual meeting
of stockholders, directors of the Corporation shall be elected to hold office
until the expiration of the term for which they are elected, and until their
successors have been duly elected and qualified; except that if any such
election shall not be so held, such election shall take place at a stockholders'
meeting called and held in accordance with the Delaware General Corporation Law.

       Directors need not be stockholders unless so required by the certificate
of incorporation or these Bylaws, wherein other qualifications for directors may
be prescribed.

       Elections of directors need not be by written ballot.

       3.4.   RESIGNATION AND VACANCIES

       Any director may resign at any time upon written notice to the
Corporation.  Stockholders may remove directors with or without cause.  Any
vacancy occurring in the board of directors with or without cause may be filled
by a majority of the remaining members of the board of directors, although such
majority is less than a quorum, or by a plurality of the votes cast at a meeting
of stockholders, and each director so elected shall hold office until the
expiration of the term of office of the director whom he has replaced.

       Unless otherwise provided in the certificate of incorporation or these
Bylaws:

              (i)    Vacancies and newly created directorships resulting
                     from any increase in the authorized number of
                     directors elected by all of the stockholders having
                     the right to vote as a single class may be filled by
                     a majority of the directors then in office, although
                     less than a quorum, or by a sole remaining director.

              (ii)   Whenever the holders of any class or classes of
                     stock or series thereof are entitled to elect one or
                     more directors by the provisions of the certificate
                     of incorporation, vacancies and newly created
                     directorships of such class or classes or series may
                     be filled by a majority of the directors elected by
                     such class or classes or series thereof then in
                     office, or by a sole remaining director so elected.

       If at any time, by reason of death or resignation or other cause, the
Corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may apply to the Court of Chancery for a decree summarily
ordering an election as provided in Section 211 of the General Corporation Law
of Delaware.

       If, at the time of filling any vacancy or any newly created directorship,
the directors then in office constitute less than a majority of the whole board
(as constituted immediately prior to


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<PAGE>

any such increase), then the Court of Chancery may, upon application of any
stockholder or stockholders holding at least 10% of the total number of the
shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by the directors
then in office as aforesaid, which election shall be governed by the
provisions of Section 211 of the General Corporation Law of Delaware as far
as applicable.

       3.5.   PLACE OF MEETINGS; MEETINGS BY TELEPHONE

       The board of directors of the Corporation may hold meetings, both regular
and special, either within or outside the State of Delaware.

       Unless otherwise restricted by the certificate of incorporation or these
Bylaws, members of the board of directors, or any committee designated by the
board of directors, may participate in a meeting of the board of directors, or
any 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 such participation in a meeting shall constitute presence in
person at the meeting.

       3.6.   REGULAR MEETING

       Regular meetings of the board of directors may be held without notice at
such time and at such place as shall from time to time be determined by the
board.

       3.7.   SPECIAL MEETINGS: NOTICE

       Special meetings of the board of directors for any purpose or purposes
may be called at any time by the chairman of the board, the president, any vice
president, the secretary or any two directors.

       Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the Corporation.  If the notice is mailed, it
shall be deposited in the United States mail at least 4 days before the time of
the holding of the meeting.  If the notice is delivered personally or by
telephone or by telegram, it shall be delivered personally or by telephone or to
the telecopy at least 24 hours before the time of the holding of the meeting.
Any oral notice given personally or by telephone may be communicated either to
the director or to a person at the office of the director who the person giving
the notice has reason to believe will promptly communicate it to the director.
The notice need not specify the purpose or the place of the meeting, if the
meeting is to be held at the principal executive office of the Corporation.

       3.8.   QUORUM

       At all meetings of the board of directors, a majority of the authorized
number of directors shall constitute a quorum for the transaction of business
and the act of a majority of the directors


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present at any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation.

       3.9.   WAIVER OF NOTICE

       Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these Bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice.  Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person 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.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the directors, or members of a committee of directors, need be specified in
any written waiver of notice unless so required by the certificate of
incorporation or these Bylaws.

       3.10.  ADJOURNED MEETING; NOTICE

       If a quorum is not present at any meeting of the board of directors, then
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.

       3.11.  CONDUCT OF BUSINESS

       Meetings of the board of directors shall be presided over by the chairman
of the board, if any, or in his absence by the chief executive officer, or in
their absence by a chairman chosen at the meeting.  The secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.  The chairman of any
meeting shall determine the order of business and the procedures at the meeting.

       3.12.  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

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

       3.13.  FEES AND COMPENSATION OF DIRECTORS

       Unless otherwise restricted by the certificate of incorporation or these
Bylaws, the board of directors shall have the authority to fix the compensation
of directors.  The directors may be paid their expenses, if any, of attendance
at each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director.  No such payment shall preclude any director from serving the
Corporation in any other


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<PAGE>

capacity and receiving compensation therefor.  Members of special or standing
committees may be allowed like compensation for attending committee meetings.

       3.14.  REMOVAL OF DIRECTORS

       Unless otherwise restricted by statute, by the certificate of
incorporation or by these Bylaws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors.  If at any time a
class or series of shares is entitled to elect one or more directors, the
provisions of this Article 3.14 shall apply to the vote of that class or series
and not to the vote of the outstanding shares as a whole.

                                     ARTICLE IV

                                     COMMITTEES

4.1.   COMMITTEES OF DIRECTORS

       The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, with each committee to consist of
one or more of the 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 he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member.  Any such committee, to the extent provided in the resolution of the
board of directors or in the Bylaws of the Corporation, 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 that may require it, but no
such committee shall have the power or authority to (i) amend the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the board of directors as provided in Section 151(a) of the General
Corporation Law of Delaware, fix any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the Corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation), (ii) adopt an agreement of
merger or consolidation under Sections 251 or 252 of the General Corporation Law
of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets,
(iv) recommend to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or (v) amend the Bylaws of the Corporation; and,
unless the board resolution establishing the committee, the Bylaws or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger pursuant to Section 253
of the General Corporation Law of Delaware.


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<PAGE>

       4.2.   COMMITTEE MINUTES

       Each committee shall keep regular minutes of its meetings and report the
same to the board of directors when required.

       4.3.   MEETINGS AND ACTIONS OF COMMITTEES

       Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these Bylaws,
Section 3.5 (place of meetings and meetings by telephone), Section 3.6
(regular meetings), Section 3.7 (special meetings and notice), Section 3.8
(quorum), Section 3.9 (waiver of notice), Section 3.10 (adjournment and
notice of adjournment), Section 3.11 (conduct of business) and 3.12 (action
without a meeting), with such changes in the context of those Bylaws as are
necessary to substitute the committee and its members for the board of
directors and its members; provided, however, that the time of regular
meetings of committees may also be called by resolution of the board of
directors and that notice of special meetings of committees shall also be
given to all alternate members, who shall have the right to attend all
meetings of the committee.  The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
Bylaws.

                                     ARTICLE V

                                      OFFICERS

5.1.   OFFICERS

       The officers of the Corporation shall be a chief executive officer, one
or more vice presidents, a secretary and a chief financial officer.  The
Corporation may also have, at the discretion of the board of directors, a
chairman of the board, a president, a chief operating officer, one or more
executive, senior or assistant vice presidents, assistant secretaries and any
such other officers as may be appointed in accordance with the provisions of
Section 5.2 of these Bylaws.  Any number of offices may be held by the same
person.

       5.2.   APPOINTMENT OF OFFICERS

       Except as otherwise provided in this Section 5.2, the officers of the
Corporation shall be appointed by the board of directors, subject to the rights,
if any, of an officer under any contract of employment.  The board of directors
may appoint, or empower an officer to appoint, such officers and agents of the
business as the Corporation may require (whether or not such officer or agent is
described in this Article V), each of whom shall hold office for such period,
have such authority, and perform such duties as are provided in these Bylaws or
as the board of directors may from time to time determine.  Any vacancy
occurring in any office of the Corporation shall be filled by the board of
directors or may be filled by the officer, if any, who appointed such officer.

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<PAGE>

       5.3.   REMOVAL AND RESIGNATION OF OFFICERS

       Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the board of directors at any regular or
special meeting of the board or, except in the case of an officer chosen by the
board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors or, in the case of an officer appointed by
another officer, by such other officer.

       Any officer may resign at any time by giving written notice to the
Corporation.  Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective.  Any resignation is without prejudice
to the rights, if any, of the Corporation under any contract to which the
officer is a party.

       5.4.   CHAIRMAN OF THE BOARD

       The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
board of directors or as may be prescribed by these Bylaws.  If there is no
chief executive officer, then the chairman of the board shall also be the chief
executive officer of the Corporation and shall have the powers and duties
prescribed in Section 5.5 of these Bylaws.

       5.5.   CHIEF EXECUTIVE OFFICER

       The chief executive officer of the Corporation shall, subject to the
control of the board of directors, have general supervision, direction and
control of the business and the officers of the Corporation.  He or she shall
preside at all meetings of the stockholders and, in the absence or nonexistence
of a chairman of the board at all meetings of the board of directors.  He or she
shall have the general powers and duties of management usually vested in the
chief executive officer of a Corporation, including general supervision,
direction and control of the business and supervision of other officers of the
Corporation, and shall have such other powers and duties as may be prescribed by
the board of directors or these Bylaws.

       The chief executive officer shall, without limitation, have the authority
to execute bonds, mortgages and other contracts requiring a seal, under the seal
of the Corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the Corporation.

       5.6.   PRESIDENT

       Subject to such supervisory powers as may be given by these Bylaws or the
board of directors to the chairman of the board or the chief executive officer,
if there be such officers, the president shall have general supervision,
direction and control of the business and supervision of

                                     -12-

<PAGE>

other officers of the Corporation, and shall have such other powers and
duties as may be prescribed by the board of directors or these Bylaws.  In
the event a chief executive officer shall not be appointed, the President
shall have the duties of such office.

       5.7.   VICE PRESIDENT

       In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the board of directors or, if not
ranked, a vice president designated by the board of directors, shall perform
all the duties of the chief executive officer and when so acting shall have
all the powers of, and be subject to all the restrictions upon, the chief
executive officer.  The vice presidents shall have such other powers and
perform such other duties as from time to time may be prescribed for them
respectively by the board of directors, these Bylaws, the chief executive
officer or the chairman of the board.

       5.8.   SECRETARY

       The secretary shall keep or cause to be kept, at the principal
executive office of the Corporation or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders.  The minutes shall show
the time and place of each meeting, whether regular or special (and, if
special, how authorized and the notice given), the names of those present at
directors' meetings or committee meetings, the number of shares present or
represented at stockholders' meetings, and the proceedings thereof.

       The secretary shall keep, or cause to be kept, at the principal executive
office of the Corporation or at the office of the Corporation's transfer agent
or registrar, as determined by resolution of the board of directors, a share
register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates evidencing such shares, and the number and date of
cancellation of every certificate surrendered for cancellation.

       The secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the board of directors required to be given by law or by
these Bylaws.  He shall keep the seal of the Corporation, if one be adopted, in
safe custody and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or by these Bylaws.

       5.9.   CHIEF FINANCIAL OFFICER

       The chief financial officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the Corporation, including
accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital, retained earnings and shares.  The books of account shall at all
reasonable times be open to inspection by any director.

       The chief financial officer shall deposit all money and other valuables
in the name and to the credit of the Corporation with such depositories as may
be designated by the board of

                                     -13-

<PAGE>

directors.  He shall disburse the funds of the Corporation as may be ordered
by the board of directors, shall render to the chief executive officer and
directors, whenever they request it, an account of all of his transactions as
treasurer and of the financial condition of the Corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
board of directors or these Bylaws.

       5.10.  ASSISTANT SECRETARY

       The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the secretary or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of
the secretary and shall perform such other duties and have such other powers
as the board of directors or the stockholders may from time to time prescribe.

       5.11.  AUTHORITY AND DUTIES OF OFFICERS

       In addition to the foregoing authority and duties, all officers of the
Corporation shall respectively have such authority and perform such duties in
the management of the business of the Corporation as may be designated from
time to time by the board of directors or the stockholders.

                                  ARTICLE VI

                                  INDEMNITY

6.1.   THIRD PARTY ACTIONS

       The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture trust or other enterprise),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

                                   -14-

<PAGE>

       6.2.   ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

       The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in manner he reasonably believed to be in or not opposed to
the best interests of the Corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation unless and
only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

       6.3.   SUCCESSFUL DEFENSE

       To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 6.1 and 6.2, or in defense
of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.

       6.4.   DETERMINATION OF CONDUCT

       Any indemnification under Sections 6.1 and 6.2 (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific
case upon a determination that the indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 6.1 and 6.2. Such
determination shall be made (1) by the board of directors or the Executive
Committee by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) or if such quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

       6.5.   PAYMENT OF EXPENSES IN ADVANCE

       Expenses incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article VI.

                                      -15-

<PAGE>

       6.6.   INDEMNITY NOT EXCLUSIVE

       The indemnification and advancement of expenses provided or granted
pursuant to the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another while holding such office.

       6.7.   INSURANCE INDEMNIFICATION

       The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the provisions
of this Article VI.

       6.8.   THE CORPORATION

       For purposes of this Article VI, references to "the Corporation" shall
include, in addition to the resulting Corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under and subject to the
provisions of this Article VI (including, without limitation the provisions
of Section 6.4) with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

       6.9.   EMPLOYEE BENEFIT PLANS

       For purposes of this Article VI, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan;
and references to "serving at the request of the Corporation" shall include
any service as a director, officer, employee or agent of the Corporation
which imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably deemed to have acted in a manner "not opposed to the
best interests of the Corporation" as referred to in this Article VI.

                                     -16-

<PAGE>

       6.10.  CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

       The indemnification and advances of expenses provided by, or granted
pursuant to, this Article VI shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

                                 ARTICLE VII

                             RECORDS AND REPORTS

7.1.   MAINTENANCE AND INSPECTION OF RECORDS

       The Corporation shall, either at its principal executive office or at
such place or places as designated by the board of directors, keep a record of
its stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these Bylaws as amended to date,
accounting books, and other records.

       Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose
the Corporation's stock ledger, a list of its stockholders, and its other
books and records and to make copies or extracts therefrom.  A proper purpose
shall mean a purpose reasonably related to such person's interest as a
stockholder.  In every instance where an attorney or other agent is the
person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing that authorizes the
attorney or other agent to so act on behalf of the stockholder.  The demand
under oath shall be directed to the Corporation at its registered office in
Delaware or at its principal place of business.

       7.2.   INSPECTION BY DIRECTORS

       Any director shall have the right to examine the Corporation's stock
ledger, a list of its stockholders and its other books and records for a
purpose reasonably related to his position as a director.  The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine
whether a director is entitled to the inspection sought.  The Court may
summarily order the Corporation to permit the director to inspect any and all
books and records, the stock ledger, and the stock list and to make copies or
extracts therefrom.  The Court may, in its discretion, prescribe any
limitations or conditions with reference to the inspection, or award such
other and further relief as the Court may deem just and proper.

       7.3.   REPRESENTATION OF SHARES OF OTHER CORPORATIONS

       The chairman of the board, the chief executive officer, any vice
president, the chief financial officer, the secretary or assistant secretary
of this Corporation, or any other person authorized by the board of directors
or the chief executive officer or a vice president, is authorized to vote,
represent, and exercise on behalf of this Corporation all rights incident to
any

                                      -17-

<PAGE>

and all shares of any other corporation or corporations standing in the name
of this Corporation.  The authority granted herein may be exercised either by
such person directly or by any other person authorized to do so by proxy or
power of attorney duly executed by such person having the authority.

                                 ARTICLE VIII

                                GENERAL MATTERS

8.1.   CHECKS

       From time to time, the board of directors shall determine by
resolution which person or persons may sign or endorse all checks, drafts,
other orders for payment of money, notes or other evidences of indebtedness
that are issued in the name of or payable to the Corporation, and only the
persons so authorized shall sign or endorse those instruments.

       8.2.   EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

       The board of directors, except as otherwise provided in these Bylaws,
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the
agency power of an officer, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or for any amount.

       8.3.   STOCK CERTIFICATES; PARTLY PAID SHARES

       The shares of a corporation shall be represented by certificates,
provided that the board of directors of the Corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares.  Any such resolution shall not
apply to shares represented by a certificate until such certificate is
surrendered to the Corporation.  Notwithstanding the adoption of such a
resolution by the board of directors, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the Corporation
by the chairman or vice-chairman of the board of directors, or the president
or vice-president, and by the treasurer or an assistant treasurer, or the
secretary or an assistant secretary of such Corporation representing the
number of shares registered in certificate form. Any or all of the signatures
on the certificate may be a facsimile.  In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed upon
a certificate has 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 he were such officer, transfer agent or registrar at the date of
issue.

       The Corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor.  Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of

                                     -18-

<PAGE>

the Corporation in the case of uncertificated partly paid shares, the total
amount of the consideration to be paid therefor and the amount paid thereon
shall be stated. Upon the declaration of any dividend on fully paid shares,
the Corporation shall declare a dividend upon partly paid shares of the same
class, but only upon the basis of the percentage of the consideration
actually paid thereon.

       8.4.   SPECIAL DESIGNATION ON CERTIFICATES

       If the Corporation is authorized to issue more than one class of stock or
more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate that the Corporation shall issue to represent
such class or series of stock a statement that the Corporation will furnish
without charge to each stockholder who so requests the powers, the designations,
the preferences, and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

       8.5.   LOST CERTIFICATES

       Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the Corporation and cancelled at the same time.  The Corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate or uncertificated shares.

       8.6.   CONSTRUCTION; DEFINITIONS

       Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these Bylaws.  Without limiting the generality of
this provision, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a Corporation and a
natural person.

       8.7.   DIVIDENDS

       The directors of the Corporation, subject to any restrictions
contained in the certificate of incorporation, may declare and pay dividends
upon the shares of its capital stock pursuant to the General Corporation Law
of Delaware. Dividends may be paid in cash, in property, or in shares of the
Corporation's capital stock.

                                     -19-

<PAGE>

       The directors of the Corporation may set apart out of any of the funds of
the Corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve.  Such purposes shall include but not
be limited to equalizing dividends, repairing or maintaining any property of the
Corporation, and meeting contingencies.

       8.8.   FISCAL YEAR

       The fiscal year of the Corporation shall be fixed by resolution of the
board of directors and may be changed by the board of directors.

       8.9.   SEAL

       The Corporation may adopt a corporate seal, which may be altered at
pleasure, and may use the same by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

       8.10.  TRANSFER OF STOCK

       Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books.

       8.11.  STOCK TRANSFER AGREEMENT

       The Corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock
of the Corporation to restrict the transfer of shares of stock of the
Corporation of any one or more classes owned by such stockholders in any
manner not prohibited by the General Corporation Law of Delaware.

       8.12.  REGISTERED STOCKHOLDERS

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

                                       -20-

<PAGE>

                                     ARTICLE IX

                                     AMENDMENTS

       The original or other Bylaws of the Corporation may be adopted,
amended or repealed by the stockholders entitled to vote; provided, however,
that the Corporation may, in its certificate of incorporation, confer the
power to adopt, amend or repeal Bylaws upon the directors.  The fact that
such power has been so conferred upon the directors shall not divest the
stockholders of the power, nor limit their power to adopt, amend or repeal
Bylaws.

                                     ARTICLE X

                                    DISSOLUTION

       If it should be deemed advisable in the judgment of the board of
directors of the Corporation that the Corporation should be dissolved, the
board, after the adoption of a resolution to that effect by a majority of the
whole board at any meeting called for that purpose, shall cause notice to be
mailed to each stockholder entitled to vote thereon of the adoption of the
resolution and of a meeting of stockholders to take action upon the
resolution.

       At the meeting a vote shall be taken for and against the proposed
dissolution.  If a majority of the outstanding stock of the Corporation
entitled to vote thereon votes for the proposed dissolution, then a
certificate stating that the dissolution has been authorized in accordance
with the provisions of Section 275 of the General Corporation Law of Delaware
and setting forth the names and residences of the directors and officers
shall be executed, acknowledged, and filed and shall become effective in
accordance with Section 103 of the General Corporation Law of Delaware.  Upon
such certificate's becoming effective in accordance with Section 103 of the
General Corporation Law of Delaware, the Corporation shall be dissolved.

                                     ARTICLE XI

                                     CUSTODIAN

11.1.  APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

       The Court of Chancery, upon application of any stockholder, may
appoint one or more persons to be custodians and, if the Corporation is
insolvent, to be receivers, of and for the Corporation when: at any meeting
held for the election of directors the stockholders are so divided that they
have failed to elect successors to directors whose terms have expired or
would have expired upon qualification of their successors; or

the business of the Corporation is suffering or is threatened with irreparable
injury because the directors are so divided respecting the management of the
affairs of the Corporation that the required vote for action by the board of
directors cannot be obtained and the stockholders are unable to terminate this
division; or

                                     -21-

<PAGE>

the Corporation has abandoned its business and has failed within a reasonable
time to take steps to dissolve, liquidate or distribute its assets.

       11.2.  DUTIES OF CUSTODIAN

       The custodian shall have all the powers and title of a receiver appointed
under Section 291 of the General Corporation Law of Delaware, but the authority
of the custodian shall be to continue the business of the Corporation and not to
liquidate its affairs and distribute its assets, except when the Court of
Chancery otherwise orders and except in cases arising under Sections 226(a)(3)
or 352(a)(2) of the General Corporation Law of Delaware.

                                    ARTICLE XII

                                 LOANS TO OFFICERS

       The Corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the Corporation or of its
subsidiaries, including any officer or employee who is a director of the
Corporation or its subsidiaries, whenever, in the judgment of the board of
directors, such loan, guarantee or assistance may reasonably be expected to
benefit the Corporation.  The loan, guarantee or other assistance may be with
or without interest and may be unsecured, or secured in such manner as the
board of directors shall approve, including, without limitation, a pledge of
shares of stock of the Corporation.  Nothing in this Bylaw shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation
at common law or under any statute.

                                     -22-

Source: OneCLE Business Contracts.