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                                   B Y L A W S


                                       OF


                              CALDERA SYSTEMS, INC.


                             A DELAWARE CORPORATION


                                      2000



<PAGE>   2

                          T A B L E  O F  C O N T E N T S


<TABLE>
<CAPTION>

<S>              <C>                                                                      <C>
ARTICLE 1         OFFICES...................................................................1

          1.1     Business Offices..........................................................1
          1.2     Registered Office.........................................................1

ARTICLE 2         STOCKHOLDERS..............................................................1

          2.1     Annual Stockholder Meeting................................................1
          2.2     Special Stockholder Meetings..............................................1
          2.3     Place of Stockholder Meeting..............................................2
          2.4     Notice of Stockholder Meeting.............................................2
          2.5     Fixing of Record Date.....................................................3
          2.6     Stockholder List..........................................................4
          2.7     Stockholder Quorum and Voting Requirements................................4
          2.8     Proxies...................................................................4
          2.9     Voting of Shares..........................................................5
          2.10    Corporation's Acceptance of Votes.........................................5
          2.11    Informal Action by Stockholders...........................................6
          2.12    Voting for Directors......................................................7
          2.13    Stockholder's Rights to Inspect Corporate Records.........................7
          2.14    Furnishing Financial Statements to a Stockholder..........................9
          2.15    Information Respecting Shares.............................................9

ARTICLE 3         BOARD OF DIRECTORS........................................................9

          3.1     General Powers............................................................9
          3.2     Number, Tenure, and Qualifications of Directors...........................9
          3.3     Regular Meetings of the Board of Directors...............................10
          3.4     Special Meetings of the Board of Directors...............................10
          3.5     Notice and Waiver of Notice of Special Director Meetings.................10
          3.6     Director Quorum..........................................................10
          3.7     Manner of Acting.........................................................11
          3.8     Director Action Without a Meeting........................................11
          3.9     Removal of Directors.....................................................11
          3.10    Board of Director Vacancies..............................................11
          3.11    Director Compensation....................................................12
          3.12    Director Committees......................................................12
          3.13    Director's Rights to Inspect Corporate Records...........................13
          3.14    General Standards of Conduct for Directors...............................14

ARTICLE 4         OFFICERS.................................................................15

          4.1     Number of Officers.......................................................15
          4.2     Appointment and Term of Office...........................................15
</TABLE>

<PAGE>   3


<TABLE>
<CAPTION>

<S>              <C>                                                                      <C>
          4.3     Removal of Officers......................................................15
          4.4     Chairman of the Board....................................................15
          4.5     Chief Executive Officer..................................................15
          4.6     President................................................................16
          4.7     Vice Presidents..........................................................16
          4.8     Secretary................................................................16
          4.9     Treasurer................................................................17
          4.10    Assistant Secretaries and Assistant Treasurers...........................17
          4.11    Salaries.................................................................17
          4.12    General Standards of Conduct for Officers................................17

ARTICLE 5         LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS,
                  EMPLOYEES, FIDUCIARIES, AND AGENTS.......................................18

          5.1     Limitation of Liability of Directors and Officers........................18
          5.2     Indemnification of Directors and Officers................................18
          5.3     Effect of Repeal or Modification of Article V............................18
          5.4     Insurance................................................................18

ARTICLE 6         CERTIFICATES FOR SHARES AND THEIR TRANSFER...............................19

          6.1     Certificates for Shares..................................................19
          6.2     Shares Without Certificates..............................................19
          6.3     Registration of Transfer of Shares.......................................20
          6.4     Restrictions on Transfer of Shares Permitted.............................20
          6.5     Acquisition of Shares....................................................21

ARTICLE 7         DISTRIBUTIONS............................................................21

          7.1     Distributions............................................................21

ARTICLE 8         CORPORATE SEAL...........................................................21

          8.1     Corporate Seal...........................................................21

ARTICLE 9         FISCAL YEAR..............................................................21

          9.1     Fiscal Year..............................................................21

ARTICLE 10        AMENDMENTS...............................................................22

          10.1    Amendments...............................................................22
</TABLE>

                                      -ii-
<PAGE>   4

                                     BYLAWS

                                       OF

                              CALDERA SYSTEMS, INC.



                                    ARTICLE 1
                                     OFFICES

        1.1 Business Offices. The principal office of CALDERA SYSTEMS, Inc., a
Delaware corporation (the "Corporation"), shall be located at any place either
within or outside the State of Delaware, as designated in the Corporation's
Certificate of Incorporation or the Corporation's most recent annual report on
file with the Delaware Secretary of State providing such information. The
Corporation may have such other offices, either within or outside the State of
Delaware as the Board of Directors may designate or as the business of the
Corporation may require from time to time. The Corporation shall maintain at its
principal office a copy of those records specified in Section 2.13 of Article II
of these Bylaws.

        1.2 Registered Office. The registered office of the Corporation required
by the Delaware General Corporation Law shall be located within the State of
Delaware. The address of the registered office may be changed from time to time.



                                    ARTICLE 2
                                  STOCKHOLDERS

        2.1 Annual Stockholder Meeting. An annual meeting of the Stockholders
shall be held each year on the date, at the time, and at the place, fixed by the
Board of Directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting.

        2.2 Special Stockholder Meetings. Special meetings of the Stockholders
may be called, for any purposes described in the notice of the meeting, by the
president, or by the Board of Directors, and shall be called by the president at
the request of the holders of not less than one-tenth of all outstanding votes
of the Corporation entitled to be cast on any issue at the meeting.

        2.3 Place of Stockholder Meeting. The Board of Directors may designate
any place, either within or outside the State of Delaware, as the place for any
annual meeting of the

<PAGE>   5

Stockholders and for any special meeting of the Stockholders called by the Board
of Directors. The president of the Corporation or any Stockholder or any group
of Stockholders of the Corporation holding at least ten percent (10%) of all of
the voting shares of the Corporation may designate any place, within or outside
the State of Delaware, as the place for any special meeting of the Stockholders
called by the president or the group of Stockholders. If no designation is made
by the Board of Directors, the president, or the Stockholders, as the case may
be, the place of the meeting shall be the principal office of the Corporation.

        2.4 Notice of Stockholder Meeting.

            (a) Required Notice. Written notice stating the place, day, and hour
of any annual or special Stockholder meeting shall be delivered not less than
ten nor more than sixty days before the date of the meeting, either personally
or by mail, by or at the direction of the Board of Directors, the president, or
other persons calling the meeting, to each Stockholder of record entitled to
vote at such meeting, and to any other Stockholder entitled by the Delaware
General Corporation Law or the Corporation's Certificate of Incorporation to
receive notice of the meeting. Notice shall be deemed to be effective when
mailed.

            Notice shall not be required to be given to any Stockholder to whom:

                (i) A notice of two consecutive annual meetings, and all notices
of meetings or of the taking of action by written consent without a meeting
during the period between the two consecutive annual meetings, have been mailed,
addressed to the Stockholder at the Stockholder's address as shown on the
records of the Corporation, and have been returned undeliverable; or

                (ii) At least two payments, if sent by first class mail, of
dividends or interest on securities during a twelve month period, have been
mailed, addressed to the Stockholder at the Stockholder's address as shown on
the records of the Corporation, and have been returned undeliverable.

            If a Stockholder to whom notice is not required delivers to the
Corporation a written notice setting forth the Stockholder's current address, or
if another address for the Stockholder is otherwise made known to the
Corporation, the requirement that notice be given to the Stockholder is
reinstated.

            (b) Adjourned Meeting. If any Stockholder meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
or place, if the new date, time, or place is announced at the meeting before
adjournment. However, if the adjournment is for more than 30 days, or if after
the adjournment a new record date for the adjourned meeting is or must be fixed
(see Section 2.5 of these Bylaws), then notice must be given pursuant to the
requirements of paragraph (a) of this Section 2.4 to Stockholders of record who
are entitled to vote at the meeting.

            (c) Waiver of Notice. Any Stockholder may waive notice of a meeting
(or any notice required by the Delaware General Corporation Law, the
Corporation's Certificate of


                                      -2-
<PAGE>   6

Incorporation, or these Bylaws), by a writing signed by the Stockholder, which
is delivered to the Corporation (either before or after the date and time stated
in the notice as the date or time when any action will occur or has occurred)
for inclusion in the minutes or filing with the Corporation's records.

            A Stockholder's attendance at a meeting:

                (i) Waives objection to lack of notice or defective notice of
the meeting, unless the Stockholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; and

                (ii) Waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Stockholder objects to considering the matter when it is
presented.

            (d) Contents of Notice. Notice of any special meeting of the
Stockholders shall include a description of the purpose or purposes for which
the meeting is called. Except as provided in this Section 2.4(d), in the
Certificate of Incorporation, or in the Delaware General Corporation Law, notice
of an annual meeting of the Stockholders need not include a description of the
purpose or purposes for which the meeting is called.

        2.5 Fixing of Record Date. For the purpose of determining Stockholders
of any voting group entitled to notice of or to vote at any meeting of
Stockholders, or Stockholders entitled to take action without a meeting or to
demand a special meeting, or Stockholders entitled to receive payment of any
distribution or dividend, or in order to make a determination of Stockholders
for any other proper purpose, the Board of Directors may fix in advance a date
as the record date. Such record date shall not be more than seventy days prior
to the date on which the particular action, requiring such determination of
Stockholders, is to be taken. If no record date is so fixed by the Board of
Directors, the record date shall be at the close of business:

            (a) with respect to an annual meeting of the Stockholders or any
special meeting of the Stockholders called by the Board of Directors or any
person or group specifically authorized by these Bylaws to call a meeting of the
Stockholders, as of the close of business on the day before the first notice is
delivered to Stockholders;

            (b) with respect to a special Stockholder meeting demanded by the
Stockholders, on the earliest date of any of the demands pursuant to which the
meeting is called, or 60 days prior to the date the first of the written demands
is received by the Corporation, whichever is later;

            (c) with respect to actions taken in writing without a meeting
(pursuant to Section 2.11 of these Bylaws), on the date the first Stockholder
delivers to the Corporation a signed written consent upon which the action is
taken;

                                      -3-
<PAGE>   7

            (d) with respect to a distribution to Stockholders (other than one
involving a repurchase or reacquisition of shares), on the date the Board of
Directors authorizes the distribution; and

            (e) with respect to the payment of a share dividend, on the date the
Board of Directors authorizes the share dividend.

            When a determination of Stockholders entitled to vote at any meeting
of Stockholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof unless the Board of Directors fixes a new
record date, which it must do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.

        2.6 Stockholder List. The secretary shall make a complete record of the
Stockholders entitled to vote at each meeting of Stockholders, arranged in
alphabetical order within each class or series, with the address of and the
number of shares held by each. The list must be arranged by voting group (if
such exists; see Section 2.7 of these Bylaws) and within each voting group by
class or series of shares. The Stockholder list must be available for inspection
by any Stockholder, beginning on the earlier of ten days before the meeting for
which the list was prepared or two business days after notice of the meeting is
given and continuing through the meeting and any adjournments. The list shall be
available at the Corporation's principal office or at a place identified in the
notice of the meeting in the city where the meeting is to be held. A
Stockholder, his agent, or attorney is entitled on written demand to inspect
and, subject to the requirements of Section 2.13 of these Bylaws, to inspect and
copy the list during regular business hours and during the period it is
available for inspection. The Corporation shall maintain the Stockholder list in
written form or in another form capable of conversion into written form within a
reasonable time.

        2.7 Stockholder Quorum and Voting Requirements. If the Certificate of
Incorporation or the Delaware General Corporation Law provide for voting by a
single voting group on a matter, action on that matter is taken when voted upon
by that voting group.

            Shares entitled to vote as a separate voting group may take action
on a matter at a meeting only if a quorum of those shares exists with respect to
that matter. Unless the Certificate of Incorporation, a Bylaw adopted by the
Stockholders pursuant to the Delaware General Corporation Law, or the Delaware
General Corporation Law provide otherwise, at least two-thirds (2/3) of the
votes entitled to be cast on the matter by the voting group constitutes a quorum
of that voting group for action on that matter.

            If the Certificate of Incorporation or the Delaware General
Corporation Law provide for voting by two or more voting groups on a matter,
action on that matter is taken only when voted upon by each of those voting
groups counted separately. One voting group may vote on a matter even though
another voting group entitled to vote on the matter has not voted.

            Once a share is represented for any purpose at a meeting, including
the purpose of determining that a quorum exists, it is deemed present for quorum
purposes for the remainder of

                                      -4-
<PAGE>   8

the meeting and for any adjournment of that meeting, unless a new record date is
or must be set for that adjourned meeting.

            If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if at least two-thirds (2/3) of the
votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Certificate of Incorporation, a Bylaw adopted by
the Stockholders pursuant to the Delaware General Corporation Law, or the
Delaware General Corporation Law require a greater number of affirmative votes.

        2.8 Proxies. At all meetings of Stockholders, a Stockholder may vote in
person or by a proxy executed in any lawful manner. Such proxy shall be filed
with the Corporation before or at the time of the meeting. No proxy shall be
valid after eleven months from the date of its execution unless otherwise
provided in the proxy.

        2.9 Voting of Shares. Unless otherwise provided in the Certificate of
Incorporation, each outstanding share entitled to vote shall be entitled to one
vote, and each fractional share shall be entitled to a corresponding fractional
vote, upon each matter submitted to a vote at a meeting of Stockholders.

            Except as provided by specific court order, no shares of the
Corporation held by another corporation, if a majority of the shares entitled to
vote for the election of directors of such other corporation are held by the
Corporation, shall be voted at any meeting of the Corporation or counted in
determining the total number of outstanding shares at any given time for
purposes of any meeting. However, the power of the Corporation to vote any
shares, including its own shares, held by it in a fiduciary capacity is not
hereby limited.

            Redeemable shares are not entitled to be voted after notice of
redemption is mailed to the holders thereof and a sum sufficient to redeem the
shares has been deposited with a bank, trust company, or other financial
institution under an irrevocable obligation to pay the holders the redemption
price on surrender of the shares.

        2.10 Corporation's Acceptance of Votes.

            (a) If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation corresponds to the name of a
Stockholder, the Corporation, if acting in good faith, is entitled to accept the
vote, consent, waiver, proxy appointment, or proxy appointment revocation and
give it effect as the act of the Stockholder.

            (b) If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation does not correspond to the name of
a Stockholder, the Corporation, if acting in good faith, is nevertheless
entitled to accept the vote, consent, waiver, proxy appointment, or proxy
appointment revocation and give it effect as the act of the Stockholder if:

                                      -5-
<PAGE>   9

                (i) The Stockholder is an entity as defined in the Delaware
General Corporation Law and the name signed purports to be that of an officer or
agent of the entity;

                (ii) the name signed purports to be that of an administrator,
executor, guardian, or conservator representing the Stockholder and, if the
Corporation requests, evidence of fiduciary status acceptable to the Corporation
has been presented with respect to the vote, consent, waiver, proxy appointment,
or proxy appointment revocation;

                (iii) the name signed purports to be that of a receiver or
trustee in bankruptcy of the Stockholder and, if the Corporation requests,
evidence of this status acceptable to the Corporation has been presented with
respect to the vote, consent, waiver, proxy appointment, or proxy appointment
revocation;

                (iv) the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the Stockholder and, if the Corporation
requests, evidence acceptable to the Corporation of the signatory's authority to
sign for the Stockholder has been presented with respect to the vote, consent,
waiver, proxy appointment, or proxy appointment revocation;

                (v) two or more persons are the Stockholder as cotenants or
fiduciaries and the name signed purports to be the name of at least one of the
cotenants or fiduciaries and the person signing appears to be acting on behalf
of all the cotenants or fiduciaries; or

                (vi) the acceptance of the vote, consent, waiver, proxy
appointment, or proxy appointment revocation is otherwise proper under rules
established by the Corporation that are not inconsistent with the provisions of
this Section 2.10.

            (c) If shares of the Corporation are registered in the names of two
or more persons, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the secretary is given written notice to the
contrary and furnished with a copy of the instrument creating the relationship,
their acts with respect to voting shall have the following effect:

                (i) If only one votes, the act binds all;

                (ii) if more than one vote, the act of the majority so voting
binds all;

                (iii) if more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionately; and

                (iv) if the instrument so filed or the registration of the
shares shows that any tenancy is held in unequal interests, a majority or even
split for the purpose of this Section 2.10 shall be a majority or even split in
interest.

            (d) The Corporation is entitled to reject a vote, consent, waiver,
proxy appointment, or proxy appointment revocation if the secretary or other
officer or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on it or about
the signatory's authority to sign for the Stockholder.

                                      -6-
<PAGE>   10

            (e) The Corporation and its officer or agent who accepts or rejects
a vote, consent, waiver, proxy appointment, or proxy appointment revocation in
good faith and in accordance with the standards of this Section 2.10 are not
liable in damages to the Stockholder for the consequences of the acceptance or
rejection.

            (f) Corporate action based on the acceptance or rejection of a vote,
consent, waiver, proxy appointment, or proxy appointment revocation under this
Section 2.10 is valid unless a court of competent jurisdiction determines
otherwise.

        2.11 Informal Action by Stockholders.

            (a) Unless otherwise provided in the Certificate of Incorporation,
any action which may be taken at any annual or special meeting of Stockholders
may be taken without a meeting and without prior notice if one or more consents
in writing, setting forth the action so taken, are signed by the holders of
outstanding shares having not less than the minimum number of votes necessary to
authorize or take the action at a meeting at which all shares entitled to vote
thereon were present and voted.

            (b) Unless written consents of all Stockholders entitled to vote
have been obtained, the Corporation shall give notice of any Stockholder
approval without a meeting at least ten days before the consummation of the
action authorized by the approval to:

                (i) Those Stockholders entitled to vote who have not consented
in writing; and

                (ii) those Stockholders not entitled to vote and to whom the
Delaware General Corporation Law requires notice be given.

            Such notice shall contain or be accompanied by the same material
that would have been required if a formal meeting had been called to consider
the action.

            (c) Any Stockholder giving a written consent, or the Stockholders'
proxyholder, or a transferee of the shares or a personal representative of the
Stockholder or their respective proxyholder, may revoke the consent by a signed
writing describing the action and stating that the Stockholder's prior consent
is revoked, if the writing is received by the Corporation prior to the
effectiveness of the action.

            (d) Action taken pursuant to this Section 2.11 is not effective
unless all written consents on which the Corporation relies for the taking of
action are received by the Corporation within a sixty day period and are not
revoked. Action thus taken is effective as of the date the last written consent
necessary to effect the action is received by the Corporation, unless all the
written consents necessary to effect the action specify a later date as the
effective date of action. If the Corporation has received written consents
signed by all Stockholders entitled to vote with respect to the action, the
effective date of the action may be any date that is specified in all the
written consents as the effective date of the action. The writing may be
received by the Corporation by electronically transmitted facsimile or other
form of

                                      -7-
<PAGE>   11

communication providing the Corporation with a complete copy thereof, including
a copy of the signature.

            (e) Notwithstanding Subsection (a) of this Section 2.11, directors
may not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of directors.

            (f) Action taken under this Section 2.11 has the same effect as
action taken at a meeting of Stockholders and may be so described in any
document.

        2.12 Voting for Directors. At each election of directors, unless
otherwise provided in the Certificate of Incorporation or the Delaware General
Corporation Law, every Stockholder entitled to vote at the election has the
right to vote, in person or by proxy, all of the votes to which the
Stockholder's shares are entitled for as many persons as there are directors to
be elected and for whose election the Stockholder has the right to vote.

            Unless otherwise provided in the Certificate of Incorporation or the
Delaware General Corporation Law, directors are elected by at least two-thirds
(2/3) of the votes cast by the shares entitled to be voted in the election, at a
meeting at which a quorum is present.

        2.13 Stockholder's Rights to Inspect Corporate Records.

            (a) Minutes and Accounting Records. The Corporation shall keep as
permanent records minutes of all meetings of its Stockholders and Board of
Directors, a record of all actions taken by its Stockholders or Board of
Directors without a meeting, a record of all actions taken on behalf of the
Corporation by a committee of the Board of Directors in place of the Board of
Directors, and a record of all waivers of notices of meetings of its
Stockholders, meetings of the Board of Directors, or any meetings of committees
of the Board of Directors. The Corporation shall maintain appropriate accounting
records.

            (b) Absolute Inspection Rights of Records Required at Principal
Office. If a Stockholder gives the Corporation written notice of the
Stockholder's demand at least five business days before the date on which the
Stockholder wishes to inspect and copy, a Stockholder (or the Stockholder's
agent or attorney) has the right to inspect and copy, during regular business
hours, any of the following records, all of which the Corporation is required to
keep at its principal office:

                (i) The Corporation's Certificate of Incorporation currently in
effect;

                (ii) the Corporation's Bylaws currently in effect;

                (iii) the minutes of all Stockholders' meetings, and records of
all action taken by Stockholders without a meeting, for the past three years;

                (iv) all written communications within the past three years to
Stockholders as a group or to the holders of any class or series of shares as a
group;

                                      -8-
<PAGE>   12

                (v) a list of the names and business addresses of the
Corporation's current officers and directors;

                (vi) the Corporation's most recent annual report delivered to
the Delaware Secretary of State; and

                (vii) all financial statements prepared for periods ending
during the last three years that a Stockholder could request pursuant to the
Delaware General Corporation Law.

            (c) Conditional Inspection Right. If a Stockholder gives the
Corporation a written demand made in good faith and for a proper purpose at
least five business days before the date on which the Stockholder wishes to
inspect and copy, the Stockholder describes with reasonable particularity the
Stockholder's purpose and the records the Stockholder desires to inspect, and
the records are directly connected with the Stockholder's purpose, the
Stockholder (or the Stockholder's agent or attorney) is entitled to inspect and
copy, during regular business hours at a reasonable location specified by the
Corporation, any of the following records of the Corporation:

                (i) Excerpts from:

                    (A) Minutes of any meeting of the Board of Directors,
                    records of any action of a committee of the Board of
                    Directors while acting on behalf of the Corporation in place
                    of the Board of Directors;

                    (B) minutes of any meeting of the Stockholders;

                    (C) records of action taken by the Stockholders without a
                    meeting; and

                    (D) waivers of notices of any meeting of the Stockholders,
                    of any meeting of the Board of Directors, or of any meeting
                    of a committee of the Board of Directors;


                (ii) accounting records of the Corporation; and

                (iii) the record of the Corporation's Stockholders referred to
in the Delaware General Corporation Law.

            (d) Copy Costs. The right to copy records includes, if reasonable,
the right to receive copies made by photographic, xerographic, or other means.
The Corporation may impose a reasonable charge, payable in advance, covering the
costs of labor and material, for copies of any documents provided to a
Stockholder. The charge may not exceed the estimated cost of production or
reproduction of the records.

            (e) Stockholder Includes Beneficial Owner. For purposes of this
Section 2.14, the term "Stockholder" shall include a beneficial owner whose
shares are held in a voting trust and any other beneficial owner who establishes
beneficial ownership.

                                      -9-
<PAGE>   13

        2.14 Furnishing Financial Statements to a Stockholder. Upon the written
request of any Stockholder, the Corporation shall mail to the Stockholder its
most recent annual or quarterly financial statements showing in reasonable
detail its assets and liabilities and the results of its operations.

        2.15 Information Respecting Shares. Upon the written request of any
Stockholder, the Corporation, at its own expense, shall mail to the Stockholder
information respecting the designations, preferences, limitations, and relative
rights applicable to each class of shares, the variations determined for each
series, and the authority of the Board of Directors to determine variations for
any existing or future class or series. The Corporation may comply by mailing
the Stockholder a copy of its Certificate of Incorporation containing such
information.


                                    ARTICLE 3
                               BOARD OF DIRECTORS

        3.1 General Powers. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the Corporation managed under,
the direction of the Board of Directors, subject to any limitation set forth in
the Certificate of Incorporation or in any agreement authorized by the Delaware
General Corporation Law.

        3.2 Number, Tenure, and Qualifications of Directors.

            (a) Number. The number of directors of the Corporation shall be not
less than three (3) nor more than fifteen (15) except in the event that there
are less than three (3) Stockholders of the Corporation entitled to vote for the
election of directors in which case the number of directors may equal the number
of such voting Stockholders of the Corporation. Within this range, the
Stockholders or the Board of Directors initially shall fix the number of
directors of the Corporation. Thereafter, again within this range, the number of
directors of the Corporation may be changed and re-established, from time to
time, by the Stockholders or the Board of Directors of the Corporation.
Alternatively, if the Stockholders of the Corporation elect a new Board of
Directors of the Corporation and the total number of directors elected are
within the range set by this Section 3.2 but are more or less than the number of
directors of the Corporation previously fixed by the Stockholders or the Board
of Directors of the Corporation, then such number of directors shall be deemed
to be the fixed number of directors of the Corporation (until such time as the
Stockholders or the Board of Directors of the Corporation change said number of
directors by the methods described herein) even though such number has not been
expressly fixed by resolution of the Stockholders or the Board of Directors of
the Corporation. Notwithstanding a change in the number of directors of the
Corporation implemented by any of the methods described in this Section 3.2, no
decrease in the number of directors of the Corporation may shorten the term of
any incumbent director.

            (b) Tenure. Each director shall hold office until the next annual
meeting of Stockholders or until removed. However, if a director's term expires,
the director shall continue

                                      -10-
<PAGE>   14

to serve until the director's successor shall have been elected and qualified,
or until there is a decrease in the number of directors.

            (c) Qualifications. Directors need not be residents of the State of
Delaware or Stockholders of the Corporation unless the Certificate of
Incorporation so prescribe.

        3.3 Regular Meetings of the Board of Directors. The Board of Directors
may provide, by resolution, the time and place, either within or outside the
State of Delaware, for the holding of regular meetings, which shall be held
without other notice than such resolution.

        3.4 Special Meetings of the Board of Directors. Special meetings of the
Board of Directors may be called by or at the request of one (1) of the
directors, who may fix any place, either within or outside the State of
Delaware, as the place for holding the meeting.

        3.5 Notice and Waiver of Notice of Special Director Meetings. Unless the
Certificate of Incorporation provide for a longer or shorter period, special
meetings of the Board of Directors must be preceded by at least two days notice,
either orally or in writing, of the date, time, and place of the meeting.

            Notice of any meeting of the Board of Directors shall be deemed to
be effective at the earliest of: (1) When received; (2) five days after it is
mailed; or (3) the date shown on the return receipt if sent by registered or
certified mail, return receipt requested, and the receipt is signed by or on
behalf of the director.

            A director may waive notice of any meeting. Except as in this
Section 3.5 provided, the waiver must be in writing and signed by the director
entitled to the notice. The waiver shall be delivered to the Corporation for
filing with the corporate records, but delivery and filing are not conditions to
its effectiveness.

            The attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except when a director attends a meeting for the
express purpose of objecting to the transaction of any business and at the
beginning of the meeting, or promptly upon arrival, the director objects to
holding the meeting or transacting business at the meeting because of lack of
notice or defective notice, and does not thereafter vote for or assent to action
taken at the meeting.

            A director who attends a special meeting to object to lack of notice
shall not be deemed to be present for quorum purposes.

        3.6 Director Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, unless the Certificate of Incorporation require a greater number.

            A majority of the number of directors prescribed by resolution (or
if no number is prescribed, the number in office immediately before the meeting
begins) shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors, unless the Certificate of Incorporation require a
greater number.

                                      -11-
<PAGE>   15

        3.7 Manner of Acting. The act of the majority of the directors present
at a meeting at which a quorum is present when the vote is taken shall be the
act of the Board of Directors, unless the Certificate of Incorporation require a
greater percentage.

            Unless the Certificate of Incorporation provide otherwise, any or
all directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.

            A director who is present at a meeting of the Board of Directors
when corporate action is taken is considered to have assented to the action
taken, unless:

            (a) The director objects at the beginning of the meeting, or
promptly upon arrival, to holding it or transacting business at the meeting;

            (b) the director contemporaneously requests his dissent or
abstention as to any specific action to be entered into the minutes of the
meeting; or

            (c) the director causes written notice of a dissent or abstention as
to any specific action to be received by the presiding officer of the meeting
before its adjournment or by the Corporation promptly after adjournment of the
meeting.

            The right of dissent or abstention as to a specific action is not
available to a director who votes in favor of the action taken.

        3.8 Director Action Without a Meeting. Unless the Certificate of
Incorporation or the Delaware General Corporation Law provide otherwise, any
action required or permitted to be taken by the Board of Directors at a meeting
may be taken without a meeting if all the directors consent to the action in
writing. Action is taken by consents at the time the last director signs a
writing describing the action taken, unless, prior to that time, any director
has revoked a consent by a writing signed by the director and received by the
secretary. Action taken by consents is effective when the last director signs
the consent, unless the Board of Directors establishes a different effective
date. Action taken by consents has the same effect as action taken at a meeting
of directors and may be described as such in any document.

        3.9 Removal of Directors. The Stockholders may remove one or more
directors at a meeting called for that purpose if notice has been given that a
purpose of the meeting is such removal. The removal may be with or without
cause, unless the Certificate of Incorporation provide that directors may only
be removed with cause. If a director is elected by a voting group of
Stockholders, only the Stockholders of that voting group may participate in the
vote to remove the director. If cumulative voting is in effect, a director may
not be removed if the number of votes sufficient to elect the director under
cumulative voting is voted against the director's removal. If cumulative voting
is not in effect, a director may be removed only if the number of votes cast to
remove the director exceeds the number of votes cast not to remove the director.

                                      -12-
<PAGE>   16

        3.10 Board of Director Vacancies.

            (a) Unless the Certificate of Incorporation provide otherwise, if a
vacancy occurs on the Board of Directors, including a vacancy resulting from an
increase in the number of directors:

                (i) The Stockholders may fill the vacancy;

                (ii) the Board of Directors may fill the vacancy; or

                (iii) if the directors remaining in office constitute fewer than
a quorum of the board, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office.

            (b) Unless the Certificate of Incorporation provide otherwise, if
the vacant office was held by a director elected by a voting group of
Stockholders:

                (i) If one or more directors were elected by the same voting
group, only they are entitled to vote to fill the vacancy if it is filled by the
directors; and

                (ii) only the holders of shares of that voting group are
entitled to vote to fill the vacancy if it is filled by the Stockholders.

            A vacancy that will occur at a specific later date, because of a
resignation effective at a later date, may be filled before the vacancy occurs,
but the new director may not take office until the vacancy occurs.

            If a director's term expires, the director shall continue to serve
until the director's successor is elected and qualified or until there is a
decrease in the number of directors. The term of a director elected to fill a
vacancy expires at the next Stockholders' meeting at which directors are
elected.

        3.11 Director Compensation. Unless otherwise provided in the Certificate
of Incorporation, by resolution of the Board of Directors, each director may be
paid his expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as a director or a fixed sum for
attendance at each meeting of the Board of Directors or both. No such payment
shall preclude any director from serving the Corporation in any capacity and
receiving compensation therefor.

        3.12 Director Committees.

            (a) Creation of Committees. Unless the Certificate of Incorporation
provide otherwise, the Board of Directors may create an Executive Committee and
such other committees as the Board of Directors deems appropriate and appoint
members of the Board of Directors to serve on them. Each committee must have two
or more members, who serve at the pleasure of the Board of Directors.

                                      -13-
<PAGE>   17

            (b) Selection of Members. The creation of a committee and
appointment of members to it must be approved by the greater of:

                (i) A majority of all the directors in office when the action is
taken; or

                (ii) the number of directors required by the Certificate of
Incorporation to take such action, or if not specified in the Certificate of
Incorporation the number required by Section 3.7 of these Bylaws to take action.

            (c) Required Procedures. Sections 3.4 through 3.9 of these Bylaws,
which govern meetings, action without a meeting, notice, waiver of notice, and
quorum and voting requirements of the Board of Directors, apply to committees
and their members as well.

            (d) Authority. Unless limited by the Certificate of Incorporation,
each committee may exercise those aspects of the authority of the Board of
Directors which the Board of Directors confers upon such committee in the
resolution creating the committee.

            (e) Authority of Executive Committee. The Executive Committee shall
have, and may exercise all powers of the Board of Directors with respect to the
management of the business and affairs of the Corporation during the intervals
between the meetings of the Board of Directors, unless otherwise limited by the
Board of Directors. Provided, however, the Executive Committee shall not have
the power to fill vacancies on the Board of Directors or to amend these Bylaws.

        3.13 Director's Rights to Inspect Corporate Records.

            (a) Absolute Inspection Rights of Records Required at Principal
Office. If a director gives the Corporation written notice of the director's
demand at least five business days before the date on which the director wishes
to inspect and copy, the director (or the director's agent or attorney) has the
right to inspect and copy, during regular business hours, any of the following
records, all of which the Corporation is required to keep at its principal
office:

                (i) The Corporation's Certificate of Incorporation currently in
effect;

                (ii) the Corporation's Bylaws currently in effect;

                (iii) the minutes of all Stockholders' meetings, and records of
all action taken by Stockholders without a meeting, for the past three years;

                (iv) all written communications within the past three years to
Stockholders as a group or to the holders of any class or series of shares as a
group;

                (v) a list of the names and business addresses of the
Corporation's current officers and directors;

                (vi) the Corporation's most recent annual report delivered to
the Secretary of State; and

                                      -14-
<PAGE>   18

                (vii) all financial statements prepared for periods ending
during the last three years that a Stockholder could request.

            (b) Conditional Inspection Right. In addition, if a director gives
the Corporation a written demand made in good faith and for a proper purpose at
least five business days before the date on which the director wishes to inspect
and copy, the director describes with reasonable particularity the director's
purpose and the records the director desires to inspect, and the records are
directly connected with the director's purpose, the director (or the director's
agent or attorney) is entitled to inspect and copy, during regular business
hours at a reasonable location specified by the Corporation, any of the
following records of the Corporation:

                (i) Excerpts from:

                    (A) Minutes of any meeting of the Board of Directors,
                    records of any action of a committee of the Board of
                    Directors while acting on behalf of the Corporation in place
                    of the Board of Directors;

                    (B) minutes of any meeting of the Stockholders;

                    (C) records of action taken by the Stockholders without a
                    meeting; and

                    (D) waivers of notices of any meeting of the Stockholders,
                    of any meeting of the Board of Directors, or of any meeting
                    of a committee of the Board of Directors;

                (ii) accounting records of the Corporation; and

                (iii) the record of the Corporation's Stockholders referred to
in the Delaware General Corporation Law.

            (c) Copy Costs. The right to copy records includes, if reasonable,
the right to receive copies made by photographic, xerographic, or other means.
The Corporation may impose a reasonable charge, payable in advance, covering the
costs of labor and material, for copies of any documents provided to the
director. The charge may not exceed the estimated cost of production or
reproduction of the records.

        3.14 General Standards of Conduct for Directors. The standards of
conduct for the directors of the Corporation shall be as follows:

            (a) Each director shall discharge his or her duties as a director,
including duties as a member of a committee, (i) in good faith, (ii) with the
care an ordinarily prudent person in a like position would exercise under
similar circumstances, and (iii) in a manner the director reasonably believes to
be in the best interests of the Corporation. The Board of Directors and
Stockholders of the Corporation understand that the members of the Board of
Directors may have other business interests, activities and responsibilities
that take a substantial portion of their time and attention. Accordingly, the
members of the Board of Directors are required to devote to the business of the
Corporation in fulfillment of their respective

                                      -15-
<PAGE>   19

responsibilities as a director of the Corporation only the time and attention
that they shall unilaterally deem necessary in order to fulfill their
responsibilities as a director.

            (b) In discharging his or her duties, a director is entitled to rely
on information, opinions, reports, or statements including financial statements
and other financial data, if prepared or presented by:

                (i) one or more officers or employees of the Corporation whom
the director reasonably believes to be reliable and competent in the matters
presented;

                (ii) legal counsel, public accountants, or other persons as to
matters the director reasonably believes are within the person's professional or
expert competence; or

                (iii) a committee of the board of directors of which the
director is not a member, if the director reasonably believes the committee
merits confidence.

            (c) A director is not acting in good faith if he or she has
knowledge concerning the matter in question that makes reliance otherwise
permitted by paragraph (b) of this Section 3.15 unwarranted.

            (d) A director is not liable for any action taken, or any failure to
take any action as a director, if the duties of the director have been performed
in compliance with this Section 3.15.

            (e) The standards of conduct set forth in this Section 3.14, or any
breach of such standards, shall not affect the right or power of the Corporation
to indemnify any individual pursuant to Article 5 of these Bylaws.


                                    ARTICLE 4
                                    OFFICERS

        4.1 Number of Officers. The officers of the Corporation shall be a
president, a secretary, and a treasurer, each of whom shall be appointed by the
Board of Directors. Such other officers and assistant officers as may be deemed
necessary, including any chairman of the board, chief executive officer and any
vice presidents, may be appointed by the Board of Directors. If specifically
authorized by the Board of Directors, an officer may appoint one or more
officers or assistant officers. The same individual may simultaneously hold more
than one office in the Corporation.

        4.2 Appointment and Term of Office. The officers of the Corporation
shall be appointed by the Board of Directors for such term as is determined by
the Board of Directors. The designation of a specified term does not grant to
the officer any contract rights, and the Board of Directors can remove the
officer at any time prior to the end of such term. If no term is specified, each
officer shall hold office until the officer resigns, dies, or until removed in
the manner provided in Section 4.3 of these Bylaws.

                                      -16-
<PAGE>   20

        4.3 Removal of Officers. Any officer or agent may be removed by the
Board of Directors at any time, with or without cause. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.

        4.4 Chairman of the Board. The chairman of the board, if any, shall have
the following powers and duties:

            (a) To be the senior officer of the Corporation and, in addition to
the duties specified in this Section 4.4, to perform such duties as may be
assigned to him by the Board of Directors;

            (b) to preside at all meetings of the Stockholders of the
Corporation;

            (c) to preside at all meetings of the Board of Directors;

            (d) to be a member of the Executive Committee, if any.

        4.5 Chief Executive Officer. The chief executive officer, if there be
such an officer, shall possess all of the powers that the Board of Directors may
see fit to delegate to the chief executive officer and he or she shall perform
all of the duties that may be prescribed by the Board of Directors from time to
time.
        4.6 President. The president shall be the principal executive officer of
the Corporation and, subject to the control of the Board of Directors, shall, in
general, supervise and control all of the business and affairs of the
Corporation. The president shall when present and in the absence of the chairman
of the board of the Corporation preside at all meetings of the Stockholders and
of the Board of Directors. The president may sign, with the secretary or any
other proper officer of the Corporation authorized by the Board of Directors,
certificates for shares of the Corporation, the issuance of which shall have
been authorized by a resolution of the Board of Directors, and deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the Board of Directors from time to time. The president shall be a
member of the Executive Committee, if any, of the Corporation.

        4.7 Vice Presidents. If appointed, in the absence of the president or in
the event of his death, inability, or refusal to act, the vice president (or in
the event there be more than one vice president, the vice presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their appointment) shall perform the duties of
the president, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the president. If there is no vice president, then
the treasurer shall perform such duties of the president. Any vice president may
sign, with the secretary or an assistant secretary, certificates for shares of
the Corporation the issuance of which have been authorized by

                                      -17-
<PAGE>   21

resolution of the Board of Directors; and shall perform such other duties as
from time to time may be assigned to him or her by the president or by the Board
of Directors.

        4.8 Secretary. The secretary shall:

            (a) Keep the minutes of the proceedings of the Stockholders and of
the Board of Directors and the other records and information of the Corporation
required to be kept, in one or more books provided for that purpose;

            (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law;

            (c) be custodian of the corporate records and of any seal of the
Corporation;

            (d) when requested or required, authenticate any records of the
Corporation;

            (e) keep a register of the post office address of each Stockholder
which shall be furnished to the secretary by such Stockholder;

            (f) sign with the chairman of the board, president, or a
vice-president, certificates for shares of the Corporation, the issuance of
which shall have been authorized by resolution of the Board of Directors;

            (g) have general charge of the stock transfer books of the
Corporation; and

            (h) in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him or
her by the president or by the Board of Directors.

        4.9 Treasurer. The treasurer shall:

            (a) Have charge and custody of and be responsible for all funds and
securities of the Corporation;

            (b) receive and give receipts for moneys due and payable to the
Corporation from any source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies, or other depositaries as
shall be selected by the Board of Directors; and

            (c) in general perform all of the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him or
her by the president or by the Board of Directors.

            If required by the Board of Directors, the treasurer shall give a
bond for the faithful discharge of his or her duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

                                      -18-
<PAGE>   22

        4.10 Assistant Secretaries and Assistant Treasurers. The assistant
secretaries, when authorized by the Board of Directors, may sign, with the
chairman of the board, president or a vice president, certificates for shares of
the Corporation, the issuance of which shall have been authorized by a
resolution of the Board of Directors. The assistant treasurers shall, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors shall
determine. The assistant secretaries and assistant treasurers, in general, shall
perform such duties as shall be assigned to them by the secretary or the
treasurer, respectively, or by the president or the Board of Directors.

        4.11 Salaries. The salaries of the officers shall be fixed from time to
time by the Board of Directors.

        4.12 General Standards of Conduct for Officers. The standards of conduct
for the officers of the Corporation shall be as follows:

            (a) Each officer with discretionary authority shall discharge his or
her duties under that authority (i) in good faith, (ii) with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances, and (iii) in a manner the officer reasonably believes to be in
the best interests of the Corporation.

            (b) In discharging his or her duties, an officer is entitled to rely
on information, opinions, reports, or statements including financial statements
and other financial data, if prepared or presented by:

                (i) one or more officers or employees of the Corporation whom
the officer reasonably believes to be reliable and competent in the matters
presented; or

                (ii) legal counsel, public accountants, or other persons as to
matters the officer reasonably believes are within the person's professional or
expert competence.

            (c) An officer is not acting in good faith if he or she has
knowledge concerning the matter in question that makes reliance otherwise
permitted by paragraph (b) of this Section 5.12 unwarranted.

            (d) An officer is not liable for any action taken, or any failure to
take any action as an officer if the duties of the office have been performed in
compliance with this Section 5.12.

            (e) The standards of conduct set forth in this Section 5.12, or any
breach of such standards, shall not affect the right or power of the Corporation
to indemnify any individual pursuant to Article 6 of these Bylaws.


                                      -19-
<PAGE>   23


                                    ARTICLE 5
                 LIMITATION OF LIABILITY AND INDEMNIFICATION OF
             DIRECTORS, OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS

        5.1 Limitation of Liability of Directors and Officers. The personal
liability of the directors and officers of the Corporation to the Corporation or
its Stockholders, or to any third person, shall be eliminated or limited to the
fullest extent as from time to time permitted by Delaware law.

        5.2 Indemnification of Directors and Officers. Unless otherwise provided
in the Certificate of Incorporation, the Corporation shall indemnify any
individual made a party to a proceeding because the individual is or was a
director or officer of the Corporation against liability incurred in such
proceeding to the fullest extent as from time to time permitted by Delaware law.

        5.3 Effect of Repeal or Modification of Article V. Any repeal or
modification of this Article V by the Stockholders of the Corporation shall not
adversely affect any right or protection of any person existing at the time of
such repeal or modification.

        5.4 Insurance. The Corporation may purchase and maintain liability
insurance on behalf of a person who is or was a director, officer, employee,
fiduciary, or agent of the Corporation, or who, while serving as a director,
officer, employee, fiduciary, or agent of the Corporation, is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of another foreign or domestic corporation or
other person, or of an employee benefit plan, against liability asserted against
or incurred by him or her in that capacity or arising from his or her status as
a director, officer, employee, fiduciary, or agent, whether or not the
Corporation would have power to indemnify him or her against the same liability
under the Delaware General Corporation Law. Insurance may be procured from any
insurance company designated by the Board of Directors, whether the insurance
company is formed under the laws of the State of Delaware or any other
jurisdiction of the United States or elsewhere, including any insurance company
in which the Corporation has an equity or any other interest through stock
ownership or otherwise.


                                    ARTICLE 6
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

        6.1 Certificates for Shares.

            (a) Content. Certificates representing shares of the Corporation
shall, at a minimum, state on their face the name of the Corporation and that
the Corporation is organized under the laws of the State of Delaware; the name
of the person to whom issued; and the number and class of shares and the
designation of the series, if any, the certificate represents; and be in such
form as is determined by the Board of Directors. Such certificates shall be
signed by the chairman of board, president or a vice president and by the
secretary or an assistant secretary and

                                      -20-
<PAGE>   24

may be sealed with the corporate seal or a facsimile thereof. The signatures of
the officers may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation itself or an
employee of the Corporation. Each certificate for shares shall be consecutively
numbered or otherwise identified. The certificates may contain any other
information the Corporation considers necessary or appropriate.

            (b) Legend as to Class or Series. If the Corporation is authorized
to issue different classes of shares or different series within a class, the
designations, preferences, limitations, and relative rights applicable to each
class, the variations in preferences, limitations, and relative rights
determined for each series, and the authority of the Board of Directors to
determine variations for any existing or future class or series must be
summarized on the front or back of each certificate. Alternatively, each
certificate may state conspicuously on its front or back that the Corporation
will furnish the Stockholder this information on request in writing and without
charge.

            (c) Stockholder List. The name and address of the person to whom the
shares represented are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.

            (d) Transferring Shares. All certificates surrendered to the
Corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed, or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.

        6.2 Shares Without Certificates.

            (a) Issuing Shares Without Certificates. Unless the Certificate of
Incorporation provide otherwise, the Board of Directors may authorize the
issuance of some or all of the shares of any or all classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the Corporation.

            (b) Information Statement Required. Within a reasonable time after
the issuance or transfer of shares without certificates, the Corporation shall
send the Stockholder a written statement containing, at a minimum, the name of
the Corporation and that it is organized under the laws of the State of
Delaware; the name of the person to whom issued; and the number and class of
shares and the designation of the series, if any, of the issued shares. If the
Corporation is authorized to issue different classes of shares or different
series within a class, the written statement shall describe the designations,
preferences, limitations, and relative rights applicable to each class, the
variations in preferences, limitations, and relative rights determined for each
series, and the authority of the Board of Directors to determine variations for
any existing or future class or series.

        6.3 Registration of Transfer of Shares. Registration of the transfer of
shares of the Corporation shall be made only on the stock transfer books of the
Corporation. In order to register a transfer, the record owner shall surrender
the shares to the Corporation for cancellation,

                                      -21-
<PAGE>   25

properly endorsed by the appropriate person or persons with reasonable
assurances that the endorsements are genuine and effective. Unless the
Corporation has established a procedure by which a beneficial owner of shares
held by a nominee is to be recognized by the Corporation as the owner, the
person in whose name shares stand on the books of the Corporation shall be
deemed by the Corporation to be the owner thereof for all purposes.

        6.4 Restrictions on Transfer of Shares Permitted. The Board of Directors
or the Stockholders may impose restrictions on the transfer or registration of
transfer of shares (including any security convertible into, or carrying a right
to subscribe for or acquire shares). A restriction does not affect shares issued
before the restriction was adopted unless the holders of the shares are parties
to the restriction agreement or voted in favor of the registration or otherwise
consented to the restriction.

            (a) A restriction on the transfer or registration of transfer of
shares may be authorized:

                (i) To maintain the Corporation's status when it is dependent on
the number or identity of its Stockholders;

                (ii) to preserve entitlements, benefits, or exemptions under
federal, state, or local laws; and

                (iii) for any other reasonable purpose.

            (b) A restriction on the transfer or registration of transfer of
shares may:

                (i) Obligate the Stockholder first to offer the Corporation or
other persons, separately, consecutively, or simultaneously, an opportunity to
acquire the restricted shares;

                (ii) obligate the Corporation or other persons, separately,
consecutively, or simultaneously, to acquire the restricted shares;

                (iii) require, as a condition to a transfer or registration,
that any one or more persons, including the Corporation or any of its
Stockholders, approve the transfer or registration, if the requirement is not
manifestly unreasonable; or

                (iv) prohibit the transfer or the registration of a transfer of
the restricted shares to designated persons or classes of persons, if the
prohibition is not manifestly unreasonable.

            A restriction on the transfer or registration of transfer of shares
is valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this Section 6.4 and its existence is noted
conspicuously on the front or back of the certificate, or if the restriction is
contained in the information statement required by Section 6.2 of these Bylaws
with regard to shares issued without certificates. Unless so noted, a
restriction is not enforceable against a person without knowledge of the
restriction.

                                      -22-
<PAGE>   26

        6.5 Acquisition of Shares. The Corporation may acquire its own shares,
and, unless otherwise provided in the Certificate of Incorporation, the shares
so acquired constitute authorized but unissued shares.

            If the Certificate of Incorporation prohibit the reissuance of
acquired shares, the number of authorized shares shall be reduced by the number
of shares acquired, effective upon amendment of the Certificate of
Incorporation, which amendment shall be adopted by the Stockholders or the Board
of Directors without Stockholder action. Appropriate Certificate of Amendment
must be delivered to the Delaware Secretary of State and must set forth:

            (a) The name of the Corporation;

            (b) the reduction in the number of authorized shares, itemized by
class and series;

            (c) the total number of authorized shares, itemized by class and
series, remaining after reduction of the shares; and

            (d) a statement that the amendment was adopted by the Board of
Directors without Stockholder action and that Stockholder action was not
required if such be the case.


                                    ARTICLE 7
                                  DISTRIBUTIONS

        7.1 Distributions. The Board of Directors may authorize, and the
Corporation may make, distributions (including dividends on its outstanding
shares) in the manner and upon the terms and conditions provided by law and in
the Certificate of Incorporation.


                                    ARTICLE 8
                                 CORPORATE SEAL

        8.1 Corporate Seal. The Board of Directors may provide a corporate seal
which may be circular in form and have inscribed thereon any designation
including the name of the Corporation, Delaware as the state of incorporation,
and the words "Corporate Seal."


                                    ARTICLE 9
                                   FISCAL YEAR

        9.1 Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.


                                      -23-
<PAGE>   27


                                   ARTICLE 10
                                   AMENDMENTS

        10.1 Amendments. The Corporation's Board of Directors may amend these
Bylaws, except to the extent that the Certificate of Incorporation, these
Bylaws, or the Delaware General Corporation Law reserve this power exclusively
to the Stockholders in whole or in part. However, the Board of Directors may not
adopt, amend, or repeal a Bylaw that fixes a Stockholder quorum or voting
requirement that is greater than required by the Delaware General Corporation
Law.

            If authorized by the Certificate of Incorporation, the Stockholders
may adopt, amend, or repeal a Bylaw that fixes a greater quorum or voting
requirement for Stockholders, or voting groups of Stockholders, than is required
by the Delaware General Corporation Law. Any such action shall comply with the
provisions of the Delaware General Corporation Law.

            The Corporation's Stockholders may amend or repeal the Corporation's
Bylaws even though the Bylaws may also be amended or repealed by the
Corporation's Board of Directors.

                ADOPTED as of the 3rd day of March, 2000.



                                    /s/ ALAN HANSEN
                                    --------------------------------------------
                                    ALAN HANSEN, Secretary


                                      -24-

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