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Exhibit 3.3

PREDICTIVE SYSTEMS, INC.

Incorporated under the laws
of the State of Delaware

AMENDED AND RESTATED BY-LAWS

As adopted on March 4, 1999

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PREDICTIVE SYSTEMS, INC.

AMENDED AND RESTATED BY-LAWS

TABLE OF CONTENTS

ARTICLE I Offices...........................................................................................1

SECTION 1. Registered Office......................................................................1

SECTION 2. Other Offices..........................................................................1

ARTICLE II MEETING OF STOCKHOLDERS; STOCKHOLDERS' CONSENT IN LIEU OF MEETING................................1

SECTION 1. Annual Meetings........................................................................1

SECTION 2. Special Meetings.......................................................................1

SECTION 3. Notice of Meetings.....................................................................2

SECTION 4. Quorum.................................................................................2

SECTION 5. Organization...........................................................................2

SECTION 6. Order of Business......................................................................3

SECTION 7. Voting.................................................................................3

SECTION 8. Inspection.............................................................................3

SECTION 9. List of Stockholders...................................................................3

SECTION 10. Stockholders' Consent in Lieu of Meeting...............................................4

ARTICLE III BOARD OF DIRECTORS..............................................................................4

SECTION 1. General Powers.........................................................................4

SECTION 2. Number and Term of Office..............................................................4

SECTION 3. Election of Directors..................................................................4

SECTION 4. Resignation, Removal and Vacancies.....................................................4

SECTION 5. Meetings...............................................................................5

SECTION 6. Directors' Consent in Lieu of Meeting..................................................6

SECTION 7. Action by Means of Conference Telephone or Similar Communications Equipment............6

SECTION 8. Committees.............................................................................6

ARTICLE IV OFFICERS.........................................................................................7

SECTION 1. Executive Officers.....................................................................7

SECTION 2. Authority and Duties...................................................................7

SECTION 3. Other Officers.........................................................................7

SECTION 4. Term of Office, Resignation and Removal................................................7

SECTION 5. Vacancies..............................................................................7

SECTION 6. The Chairman...........................................................................8

SECTION 7. The President..........................................................................8

SECTION 8. Vice Presidents........................................................................8

SECTION 9. Secretary and Assistant Secretaries....................................................8

SECTION 10. Treasurer and Assistant Treasurers.....................................................9

ARTICLE V CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.....................................................9

SECTION 1. Execution of Documents.................................................................9

SECTION 2. Deposits..............................................................................10

SECTION 3. Proxies with Respect to Stock or Other Securities of Other Corporations...............10

ARTICLE VI SHARES AND THEIR TRANSFER; FIXING RECORD DATE...................................................10

SECTION 1. Certificates for Shares...............................................................10

SECTION 2. Record................................................................................10

SECTION 3. Transfer and Registration of Stock....................................................10

SECTION 4. Addresses of Stockholders.............................................................11

SECTION 5. Lost, Destroyed and Mutilated Certificates............................................11

SECTION 6. Regulations...........................................................................11

SECTION 7. Fixing Date for Determination of Stockholders of Record...............................11

ARTICLE VII SEAL...........................................................................................12

ARTICLE VIII FISCAL YEAR...................................................................................12

ARTICLE IX INDEMNIFICATION AND INSURANCE...................................................................12

SECTION 1. Indemnification........................................................................12

SECTION 2. Insurance..............................................................................14

ARTICLE X AMENDMENT........................................................................................14

AMENDED AND RESTATED BY-LAWS OF
PREDICTIVE SYSTEMS, INC.

ARTICLE I

OFFICES

SECTION 1. REGISTERED OFFICE.

The registered office of PREDICTIVE SYSTEMS, INC. (the "Corporation"),
in the State of Delaware shall be at 1209 Orange Street, Wilmington, DE, and the
registered agent in charge thereof shall be The Corporation Trust Company, or
such other office or agent as the Board of Directors of the Corporation (the
"Board") shall from time to time select.

SECTION 2. OTHER OFFICES.

The Corporation may also have an office or offices, and keep the books
and records of the Corporation, at any other place or places within or outside
the State of Delaware, as the Board may from time to time determine.

ARTICLE II

MEETING OF STOCKHOLDERS; STOCKHOLDERS'
CONSENT IN LIEU OF MEETING

SECTION 1. ANNUAL MEETINGS.

The annual meeting of the stockholders for the election of directors,
and for the transaction of such other business as may properly come before the
meeting, shall be held at such place, date and hour as shall be fixed by the
Board and designated in the notice or waiver of notice thereof, except that no
annual meeting need be held if all actions, including the election of directors,
required by the General Corporation Law of the State of Delaware (the "General
Corporation Law") to be taken at a stockholders' annual meeting are taken by
written consent in lieu of meeting pursuant to Section 10 of this Article II.

SECTION 2. SPECIAL MEETINGS.

A special meeting of the stockholders for any purpose or purposes may
be called by the Board, the Chairman, the President or the record holders of at
least a majority of the issued and outstanding shares of Common Stock of the
Corporation, to be held at such place, date and hour as shall be designated in
the notice or waiver of notice thereof.

SECTION 3. NOTICE OF MEETINGS.

Except as otherwise required by statute, the Certificate of
Incorporation, as amended from time to time, of the Corporation (the
"Certificate") or these By-laws, notice of each annual or special meeting of the
stockholders shall be given to each stockholder of record entitled to vote at
such meeting not less than 10 nor more than 60 days before the day on which the
meeting is to be held, by delivering written notice thereof to him personally,
or by mailing a copy of such notice, postage prepaid, directly to him at his
address as it appears in the records of the Corporation, or by transmitting such
notice thereof to him at such address by telegraph, cable or other telephonic
transmission. Every such notice shall state the place, the date and hour of the
meeting, and, in case of a special meeting, the purpose or purposes for which
the meeting is called. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend such meeting in
person-or by proxy, or who shall, in person or by attorney thereunto authorized,
waive such notice in writing, either before or after such meeting. Except as
otherwise provided in these By-laws, neither the business to be transacted at,
nor the purpose of, any meeting of the stockholders need be specified in any
such notice or waiver of notice. Notice of any adjourned meeting of stockholders
shall not be required to be given, except when expressly required by law.

SECTION 4. QUORUM.

At each meeting of the stockholders, except where otherwise provided by
the Certificate or these By-laws, the holders of a majority of the issued and
outstanding shares of Common Stock of the Corporation entitled to vote at such
meeting, present in person or represented by proxy, shall constitute a quorum
for the transaction of business. In the absence of a quorum, a majority in
interest of the stockholders present in person or represented by proxy and
entitled to vote, or, in the absence of all the stockholders entitled to vote,
any officer entitled to preside at, or act as secretary of, such meeting, shall
have the power to adjourn the meeting from time to time, until stockholders
holding the requisite amount of stock to constitute a quorum shall be present or
represented. At any such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted at the meeting
as originally called.

SECTION 5. ORGANIZATION.

(a) Unless otherwise determined by the Board, at each meeting of the
stockholders, one of the following shall act as Chairman of the meeting and
preside thereat, in the following order of precedence:

(i) the Chairman;

(ii) the President;

(iii) any director, officer or stockholder of the Corporation
designated by the Board to act as Chairman of such meeting and to preside
thereat if the Chairman or the President shall be absent from such meeting; or

(iv) a stockholder of record who shall be chosen Chairman of
such meeting by a majority in voting interest of the stockholders present in
person or by proxy and entitled to vote thereat.

(b) The Secretary or, if he shall be presiding over such meeting in
accordance with the provisions of this Section 5 or if he shall be absent from
such meeting, the person (who shall be an Assistant Secretary, if an Assistant
Secretary has been appointed and is present) whom the chairman of such meeting
shall appoint, shall act as secretary of such meeting and keep the minutes
thereof.

SECTION 6. ORDER OF BUSINESS.

The order of business at each meeting of the stockholders shall be
determined by the Chairman of such meeting, but such order of business may be
changed by a majority in voting interest of those present in person or by proxy
at such meeting and entitled to vote thereat.

SECTION 7. VOTING.

Each stockholder shall have one vote for each share of stock entitled
to vote held of record by such stockholder and a proportionate vote for each
fractional share so held, unless otherwise provided in the Certificate of
Incorporation. Each stockholder of record entitled to vote at a meeting of
stockholders, or to express consent or dissent to corporate action in writing
without a meeting, may vote or express such consent or dissent in person or may
authorize another person or persons to vote or act for him by written proxy
executed by the stockholder or his authorized agent and delivered to the
Secretary of the corporation. No such proxy shall be voted or acted upon after
three years from the date of its execution, unless the proxy expressly provides
for a longer period.

SECTION 8. INSPECTION.

The chairman of the meeting may at any time appoint one or more
inspectors to serve at any meeting of the stockholders. Any inspector may be
removed, and a new inspector or inspectors appointed, by the Board at any time.
Such inspectors shall decide upon the qualifications of voters, accept and count
votes, declare the results of such vote, and subscribe and deliver to the
secretary of the meeting a certificate stating the number of shares of stock
issued and outstanding and entitled to vote thereon and the number of shares
voted for and against the question, respectively. The inspectors need not be
stockholders of the Corporation, and any director or officer of the Corporation
may be an inspector on any question other than a vote for or against his
election to any position with the Corporation or on any other matter in which he
may be directly interested. Before acting as herein provided, each inspector
shall subscribe an oath faithfully to execute the duties of an inspector with
strict impartiality and according to the best of his ability.

SECTION 9. LIST OF STOCKHOLDERS.

It shall be the duty of the Secretary or other officer of the
Corporation who shall have charge of its stock ledger to prepare and make, at
least 10 days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote thereat, 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 any such meeting,
during ordinary business hours, for a period of at least 10 days prior to
such meeting, either at a place within the city where such 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. Such list 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.

SECTION 10. STOCKHOLDERS' CONSENT IN LIEU OF MEETING.

Any action required by the General Corporation Law to be taken at any
annual or special meeting of the stockholders of the Corporation, or any action
which 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, by a consent
in writing, as permitted by the General Corporation Law.

ARTICLE III

BOARD OF DIRECTORS
------------------

SECTION 1. GENERAL POWERS.

The business, property and affairs of the Corporation shall be managed
by or under the direction of the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law or by
the Certificate directed or required to be exercised or done by the
stockholders.

SECTION 2. NUMBER AND TERM OF OFFICE.

Except as otherwise required by the Certificate, the number of
directors shall be fixed from time to time by the Board; provided that the
number of directors shall not be less than 3 nor more than 7. Directors need not
be stockholders. Each director shall hold office until his successor is elected
and qualified, or until his earlier death or resignation or removal in the
manner hereinafter provided.

SECTION 3. ELECTION OF DIRECTORS.

Except as otherwise required by the Certificate, at each meeting of the
stockholders for the election of directors at which a quorum is present, the
persons receiving the greatest number of votes, up to the number of directors to
be elected, of the stockholders present in person or by proxy and entitled to
vote thereon shall be the directors; provided, however, that for purposes of
such vote no stockholder shall be allowed to cumulate his votes. Unless an
election by ballot shall be demanded as provided in Section 7 of Article II,
election of directors may be conducted in any manner approved at such meeting.

SECTION 4. RESIGNATION, REMOVAL AND VACANCIES.

(a) Any director may resign at any time by giving written
notice to the Board, the Chairman, the President or the Secretary. Such
resignation shall take effect at the time specified therein or, if the time be
not specified, upon receipt thereof; unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

(b) Except as otherwise required by the Certificate, any
director or the entire Board may be removed, with or without cause, at any time
by vote of the holders of a majority of the shares then entitled to vote at an
election of directors or by written consent of the stockholders pursuant to
Section 10 of Article II.

(c) Except as otherwise required by the Certificate, vacancies
occurring on the Board for any reason may be filled by vote of the stockholders
or by the stockholders' written consent pursuant to Section 10 of Article II, or
by vote of the Board or by the directors' written consent pursuant to Section 6
of this Article III. If the number of directors then in office is less than a
quorum, such vacancies may be filled by a vote of a majority of the directors
then in office.

SECTION 5. MEETINGS.

(a) ANNUAL MEETINGS. As soon as practicable after each annual election
of directors, the Board shall meet for the purpose of organization and the
transaction of other business, unless it shall have transacted all such business
by written consent pursuant to Section 6 of this Article III.

(b) OTHER MEETINGS. Other meetings of the Board shall be held at such
times and places as the Board, the Chairman, the President or any director shall
from time to time determine.

(c) NOTICE OF MEETINGS. Notice shall be given to each director of each
meeting, including the time, place and purpose of such meeting. Notice of each
such meeting shall be mailed to each director, addressed to him at his residence
or usual place of business, at least three days before the date on which such
meeting is to be held, or shall be sent to him at such place by telegraph,
cable, wireless or other form of recorded communication, or be delivered
personally or by telephone not later than two days before the day on which such
meeting is to be held, but notice need not be given to any director who shall
attend such meeting. A written waiver of notice, signed by the person entitled
thereto, whether before or after the time of the meeting stated therein, shall
be deemed equivalent to notice.

(d) PLACE OF MEETINGS. The Board may hold its meetings at such place or
places within or outside the State of Delaware as the Board may from time to
time determine, or as shall be designated in the respective notices or waivers
of notice thereof.

(e) QUORUM AND MANNER OF ACTING. Except as otherwise required by the
Certificate, a majority of the total number of directors then in office shall be
present in person at any meeting of the Board in order to constitute a quorum
for the transaction of business at such meeting, and the vote of a majority of
those directors present at any such meeting at which a quorum is present shall
be necessary for the passage of any resolution or act of the Board, except as
otherwise expressly required by law or these By-laws. In the absence of a quorum
for any such meeting, a

majority of the directors present thereat may adjourn such meeting from time to
time until a quorum shall be present.

(f) ORGANIZATION. At each meeting of the Board, one of the following
shall act as chairman of the meeting and preside thereat, in the following order
of precedence:

(i) the Chairman;

(ii) the President (if a director); or

(iii) any director designated by a majority of the directors
present.

The Secretary or, in the case of his absence, an Assistant Secretary, if an
Assistant Secretary has been appointed and is present, or any person whom the
chairman of the meeting shall appoint shall act as secretary of such meeting and
keep the minutes thereof.

SECTION 6. DIRECTORS' CONSENT IN LIEU OF MEETING.

Any action required or permitted to be taken at any meeting of the
Board may be taken without a meeting, without prior notice and without a vote,
if a consent in writing, setting forth the action so taken, shall be signed by
all the directors then in office and such consent is filed with the minutes of
the proceedings of the Board.

SECTION 7. ACTION BY MEANS OF CONFERENCE TELEPHONE OR SIMILAR
COMMUNICATIONS EQUIPMENT.

Any one or more members of the Board may participate in a meeting of
the Board by means of conference telephone or similar communications equipment
by which all persons participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute presence in person at
such meeting.

SECTION 8. COMMITTEES.

The Board may, by resolution or resolutions passed by a majority of the
whole Board, designate one or more committees, each such committee to consist of
one or more directors of the Corporation, which to the extent provided in said
resolution or resolutions shall have and may exercise the powers of the Board in
the management of the business and affairs of the Corporation and may authorize
the seal of the Corporation to be affixed to all papers which may require it,
such committee or committees to have such name or names as may be determined
from time to time by resolution adopted by the Board. A majority of all the
members of any such committee may determine its action and fix the time and
place of its meetings, unless the Board shall otherwise provide. The Board shall
have power to change the members of any such committee at any time, to fill
vacancies and to discharge any such committee, either with or without cause, at
any time.

ARTICLE IV

OFFICERS
--------

SECTION 1. EXECUTIVE OFFICERS.

The principal officers of the Corporation shall be a Chairman, if one
is appointed (and any references to the Chairman shall not apply if a Chairman
has not been appointed), a President, a Secretary, and a Treasurer, and may
include such other officers as the Board may appoint pursuant to Section 3 of
this Article IV. Any two or more offices may be held by the same person.

SECTION 2. AUTHORITY AND DUTIES.

All officers, as between themselves and the Corporation, shall have
such authority and perform such duties in the management of the Corporation as
may be provided in these By-laws or, to the extent so provided, by the Board.

SECTION 3. OTHER OFFICERS.

The Corporation may have such other officers, agents and employees as
the Board may deem necessary, including one or more Assistant Secretaries, one
or more Assistant Treasurers and one or more Vice Presidents, each of whom shall
hold office for such period, have such authority, and perform such duties as the
Board, the Chairman, or the President may from time to time determine. The Board
may delegate to any principal officer the power to appoint and define the
authority and duties of, or remove, any such officers, agents, or employees.

SECTION 4. TERM OF OFFICE, RESIGNATION AND REMOVAL.

(a) All officers shall be elected or appointed by the Board
and shall hold office for such term as may be prescribed by the Board. Each
officer shall hold office until his successor has been elected or appointed and
qualified or until his earlier death or resignation or removal in the manner
hereinafter provided.

(b) Any officer may resign at any time by giving written
notice to the Board, the Chairman, the President or the Secretary. Such
resignation shall take effect at the time specified therein or, if the time be
not specified, at the time it is accepted by action of the Board. Except as
aforesaid, the acceptance of such resignation shall not be necessary to make it
effective.

(c) Except as otherwise required by the Certificate, all
officers and agents elected or appointed by the Board shall be subject to
removal at any time by the Board with or without cause.

SECTION 5. VACANCIES.

If the office of Chairman, President, Secretary or Treasurer becomes
vacant for any reason, the Board shall fill such vacancy, and if any other
office becomes vacant, the Board may fill such vacancy. Any officer so appointed
or elected by the Board shall serve only until such

time as the unexpired term of his predecessor shall have expired, unless
reelected or reappointed by the Board.

SECTION 6. THE CHAIRMAN.

Chairman of the Board and Vice-Chairman of the Board. The Board of
Directors may appoint a Chairman of the Board and may designate the Chairman of
the Board as Chief Executive Officer. If the Board of Directors appoints a
Chairman of the Board, he shall perform such duties and possess such powers as
are assigned to him by the Board of Directors. If the Board of Directors
appoints a Vice-Chairman of the Board, he shall, in the absence or disability of
the Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board and shall perform such other duties and possess such other
powers as may from time to time be vested in him by the Board of Directors.
stockholders at which he is present.

SECTION 7. THE CHIEF EXECUTIVE OFFICER.

The Chief Executive Officer shall, subject to the direction of the
Board of Directors, have general charge and supervision of the business of the
corporation. Unless otherwise provided by the Board of Directors, he shall
preside at all meetings of the stockholders and, if he is a director, at all
meetings of the Board of Directors. The Chief Executive Officer shall perform
such other duties and shall have such other powers as the Board of Directors may
from time to time prescribe.

SECTION 8. THE PRESIDENT.

The President shall, subject to the direction of the Board of Directors
and the Chief Executive Officer, have general charge and supervision of the
business of the corporation. Unless the Board of Directors has designated a
Chief Executive Officer, the President shall be the Chief Executive Officer of
the corporation. The President shall perform such other duties and shall have
such other powers as the Board of Directors may from time to time prescribe.

SECTION 9. VICE PRESIDENTS.

Any Vice President shall perform such duties and possess such powers as
the Board of Directors or the President may from time to time prescribe. In the
event of the absence, inability or refusal to act of the President, the Vice
President (or if there shall be more than one, the Vice Presidents in the order
determined by the Board of Directors) shall perform the duties of the President
and when so performing shall have all the powers of and be subject to all the
restrictions upon the President. The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.

SECTION 10. SECRETARY AND ASSISTANT SECRETARIES.

The Secretary shall perform such duties and shall have such powers as
the Board of Directors or the President may from time to time prescribe. In
addition, the Secretary shall perform such duties and have such powers as are
incident to the office of the secretary, including without limitation the duty
and power to give notices of all meetings of stockholders and special

meetings of the Board of Directors, to attend all meetings of stockholders and
the Board of Directors and keep a record of the proceedings, to maintain a stock
ledger and prepare lists of stockholders and their addresses as required, to be
custodian of corporate records and the corporate seal and to affix and attest to
the same on documents.

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

In the absence of the Secretary or any Assistant Secretary at any
meeting of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

SECTION 11. TREASURER AND ASSISTANT TREASURERS.

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

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

ARTICLE V

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
----------------------------------------------

SECTION 1. EXECUTION OF DOCUMENTS.

The Board shall designate, by either specific or general resolution,
the officers, employees and agents of the Corporation who shall have the power
to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks,
drafts and other orders for the payment of money and other documents for and in
the name of the Corporation, and may authorize such officers, employees and
agents to delegate such power (including authority to redelegate) by written
instrument to other officers, employees or agents of the Corporation; unless so
designated or expressly authorized by these By-laws, no officer, employee or
agent shall have any power or authority to bind the Corporation by any contract
or engagement, to pledge its credit or to render it liable pecuniarily for any
purpose or amount.

SECTION 2. DEPOSITS.

All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation or otherwise as the Board or
Treasurer, or any other officer of the Corporation to whom power in this respect
shall have been given by the Board, shall select.

SECTION 3. PROXIES WITH RESPECT TO STOCK OR OTHER SECURITIES OF OTHER
CORPORATIONS.

The Board shall designate the officers of the Corporation who shall
have authority from time to time to appoint an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation, and to vote or consent with respect to such
stock or securities. Such designated officers may instruct the person or persons
so appointed as to the manner of exercising such powers and rights, and such
designated officers may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal or otherwise, such
written proxies, powers of attorney or other instruments as they may deem
necessary or proper in order that the Corporation may exercise its powers and
rights.

ARTICLE VI

SHARES AND THEIR TRANSFER; FIXING RECORD DATE
---------------------------------------------

SECTION 1. CERTIFICATES FOR SHARES.

Every owner of stock of the Corporation shall be entitled to have a
certificate certifying the number and class of shares owned by him in the
Corporation, which shall be in such form as shall be prescribed by the Board.
Certificates shall be numbered and issued in consecutive order and shall be
signed by, or in the name of, the Corporation by the Chairman, the President or
any Vice President, and by the Treasurer (or an Assistant Treasurer, if
appointed) or the Secretary (or an Assistant Secretary, if appointed). In case
any officer or officers who shall have signed any such certificate or
certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate had not
ceased to be such officer or officers of the Corporation.

SECTION 2. RECORD.

A record in one or more counterparts shall be kept of the name of the
person, firm or corporation owning the shares represented by each certificate
for stock of the Corporation issued, the number of shares represented by each
such certificate, the date thereof and, in the case of cancellation, the date of
cancellation. Except as otherwise expressly required by law, the person in whose
name shares of stock stand on the stock record of the Corporation shall be
deemed the owner thereof for all purposes regarding the Corporation.

SECTION 3. TRANSFER AND REGISTRATION OF STOCK.

(a) The transfer of stock and certificates which represent the stock of
the Corporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the
Delaware Code (the Uniform Commercial Code), as amended from time to time.

(b) Registration of transfers of shares of the Corporation shall be
made only on the books of the Corporation upon request of the registered holder
thereof, or of his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and upon the surrender
of the certificate or certificates for such shares properly endorsed or
accompanied by a stock power duly executed.

SECTION 4. ADDRESSES OF STOCKHOLDERS.

Each stockholder shall designate to the Secretary an address at which
notices of meetings and all other corporate notices may be served or mailed to
him, and, if any stockholder shall fail to designate such address, corporate
notices may be served upon him by mail directed to him at his post-office
address, if any, as the same appears on the share record books of the
Corporation or at his last known post-office address.

SECTION 5. LOST, DESTROYED AND MUTILATED CERTIFICATES.

The holder of any shares of the Corporation shall immediately notify
the Corporation of any loss, destruction or mutilation of the certificate
therefor, and the Board may, in its discretion, cause to be issued to him a new
certificate or certificates for such shares, upon the surrender of the mutilated
certificates or, in the case of loss or destruction of the certificate, upon
satisfactory proof of such loss or destruction, and the Board may, in its
discretion, require the owner of the lost or destroyed certificate or his legal
representative to give the Corporation a bond in such sum and with such surety
or sureties as it may direct to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss or destruction of any such
certificate.

SECTION 6. REGULATIONS.

The Board may make such rules and regulations as it may deem expedient,
not inconsistent with these By-laws, concerning the issue, transfer and
registration of certificates for stock of the Corporation.

SECTION 7. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.

(a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board, and which record date shall be not more than 60 nor less than 10
days before the date of such meeting. If no record date is fixed by the Board,
the record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

(b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board, and which date
shall be not more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board. If no record date has been fixed by the
Board, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
is required by the General Corporation Law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in this State,
its principal place of business or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board and prior action by the Board is required by the
General Corporation Law, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting shall be at the
close of business on the day on which the Board adopts the resolution taking
such prior action.

(c) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than 60 days prior to such action. If no
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto.

ARTICLE VII

SEAL
----

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

ARTICLE VIII

FISCAL YEAR
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The fiscal year of the Corporation shall be the calendar year unless
otherwise determined by the Board.

ARTICLE IX

INDEMNIFICATION AND INSURANCE
-----------------------------

SECTION 1. INDEMNIFICATION.

(a) As provided in the Charter, to the fullest extent permitted by the
General Corporation Law as the same exists or may hereafter be amended, a
director of this Corporation shall not be liable to the Corporation or its
stockholders for breach of fiduciary duty as a director.

(b) Without limitation of any right conferred by paragraph (a) of this
Section 1, each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director or officer of another corporation or of
a partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity while serving
as a director or officer or in any other capacity while serving as a director or
officer, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), against all expense,
liability and loss (including attorneys' fees, judgments, fines, excise taxes or
amounts paid in settlement) reasonably incurred or suffered by such indemnitee
in connection therewith and such indemnification shall continue as to an
indemnitee who has ceased to be a director or officer and shall inure to the
benefit of the indemnitee's heirs, testators, intestates, executors and
administrators; provided, however, that such person 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 a criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; provided further, however,
that no indemnification shall be made in the case of an action, suit or
proceeding by or in the right of the Corporation in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such
director, officer, employee or agent is liable to the Corporation, unless a
court having jurisdiction shall determine that, despite such adjudication, such
person is fairly and reasonably entitled to indemnification; provided further,
however, that, except as provided in Section l(c) of this Article IX with
respect to proceedings to enforce rights to indemnification, the Corporation
shall indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
initiated by such indemnitee was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this Article IX shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however, that,
if the General Corporation Law requires, an advancement of expenses incurred by
an indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise.

(c) If a claim under Section (b) of this Article IX is not paid in full
by the Corporation with 60 days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of any undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses), and
(ii) in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication, it shall be a defense that the
indemnitee has not met the applicable standard of conduct set forth in the
General Corporation Law. Neither the failure of the Corporation (including the
Board, independent legal counsel, or the stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the General Corporation Law, nor an
actual determination by the Corporation (including the Board, independent legal
counsel, or the stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the indemnitee has not met
the applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Section or otherwise shall be on the Corporation.

(d) The rights to indemnification and to the advancement of expenses
conferred in this Article IX shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Charter, agreement,
vote of stockholders or disinterested directors or otherwise.

SECTION 2. INSURANCE.

(a) The Corporation may purchase and maintain insurance, at its
expense, to protect itself and any person who is or was a director, officer,
employee or agent of the Corporation or any person who is or was serving at the
request of the Corporation as a director, officer, employer or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
General Corporation Law.

ARTICLE X

AMENDMENT
---------

Except as required by the Certificate, any by-law (including these
By-laws) may be adopted, amended or repealed by the vote of the holders of a
majority of the shares then entitled to vote or by the stockholders' written
consent pursuant to Section 10 of Article II, or by the vote of the Board or by
the directors' written consent pursuant to Section 6 of Article III.