AMENDED AND RESTATED
 
                                     BY-LAWS
 
                                       OF
 
                                NETGATEWAY, INC.
 
 
 
<PAGE>
 
 
                                NETGATEWAY, INC.
 
                             A DELAWARE CORPORATION
 
                              AMENDED AND RESTATED
 
                                     BY-LAWS
 
 
 
<PAGE>
 
 
 
                                   ARTICLE I
 
                                  STOCKHOLDERS
 
SECTION 1.1       ANNUAL MEETING.
 
         An annual meeting of stockholders for the purpose of electing directors
and of transacting  such other business as may come before it in accordance with
Section 1.8 of these  By-Laws  shall be held each year at such date,  time,  and
place,  either  within or without the State of Delaware,  as may be specified by
the Board of Directors.
 
SECTION 1.2       SPECIAL MEETINGS.
 
         A special  meeting  of  stockholders  for any  purpose  other  than the
election of directors may be called at any time upon call of the Chairman of the
Board of Directors, if any, the President,  any Vice President, or a majority of
the Board of  Directors,  or by the  holders of record of at least a majority of
the  outstanding  voting  securities of the  Corporation at such time and place,
either within or without the State of Delaware,  as may be stated in the notice.
At any special meeting of stockholders,  no business transacted and no corporate
action shall be taken other than as stated in the notice of the meeting.
 
SECTION 1.3       NOTICE OF MEETINGS.
 
         Written notice of stockholders  meetings,  stating the place, date, and
hour thereof,  and the purpose or purposes for which the meeting is called shall
be given by the Chairman of the Board of Directors,  if any, the President,  any
Vice President,  the Secretary,  or any Assistant  Secretary to each stockholder
entitled to vote  thereat at least  twenty  days,  but not more than sixty days,
before the date of the meeting, unless a different period is prescribed by law.
 
SECTION 1.4       QUORUM.
 
         Except  as  otherwise   provided  by  law  or  in  the  Certificate  of
Incorporation or these By-Laws, at any meeting of stockholders, the holders of a
majority of the  outstanding  shares of each class of stock  entitled to vote at
the meeting  shall be present or  represented  by proxy in order to constitute a
quorum for the  transaction  of any  business.  In the  absence  of a quorum,  a
majority in interest of the stockholders present or the chairman of the meeting,
as determined in accordance  with Section 1.6 of these By-Laws,  may adjourn the
meeting from time to time in the manner provided in Section 1.5 of these By-Laws
until a quorum shall attend.
 
SECTION 1.5       ADJOURNMENT.
 
         Any meeting of stockholders,  annual or special,  may adjourn from time
to time to  reconvene  at the same or some other  place,  and notice need not be
given of any such adjourned  meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken. At the adjourned meeting,  the
Corporation  may transact any business  which might have been  transacted at the
original  meeting.  If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned  meeting shall be given to each  stockholder of record entitled
to vote at the meeting.
 
SECTION 1.6       ORGANIZATION.
 
              (a) The  Chairman  of the  Board  of  Directors,  or in his or her
absence the  President,  or in their absence any Vice  President,  shall call to
order meetings of stockholders  and shall act as chairman of such meetings.  The
Board of Directors or, if the Board of Directors fails to act, the stockholders,
may appoint any stockholder,  director,  or officer of the Corporation to act as
chairman  of any  meeting in the  absence  of the  Chairman  of the  Board,  the
President, and all Vice Presidents.
 
              (b) The Secretary of the Corporation shall act as secretary of all
meetings of stockholders,  but, in the absence of the Secretary, the chairman of
the meeting may appoint any other person to act as secretary of the meeting.
 
SECTION 1.7       VOTING.
 
         Except  as  otherwise   provided  by  law  or  in  the  Certificate  of
Incorporation or these By-Laws and except for the election of directors,  at any
meeting  duly  called and held at which a quorum is  present,  a majority of the
votes cast at such meeting upon a given  question by the holders of  outstanding
shares of stock of all  classes  of stock of the  Corporation  entitled  to vote
thereon who are present in person or by proxy shall decide such question. At any
meeting  duly called and held for the election of directors at which a quorum is
present,  directors  shall be  elected by a  plurality  of the votes cast by the
holders (acting as such) of shares of stock of the Corporation entitled to elect
such directors.
 
SECTION 1.8       INTRODUCTION OF BUSINESS AT MEETINGS OF STOCKHOLDERS.
 
         At an annual meeting of the  stockholders,  only such business shall be
conducted as shall have been brought  before the annual meeting (i) by or at the
direction  of  the  Board  of  Directors  or  (ii)  by  any  stockholder  of the
Corporation  who is a  stockholder  of  record  at the time of  giving of notice
provided  for in this  Section 1.8, who shall be entitled to vote at such annual
meeting and who complies  with the notice  procedures  set forth in this Section
1.8.  For  business  to be  properly  brought  before  an  annual  meeting  by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a stockholder's  notice must be
delivered or mailed to, and received at, the principal  executive offices of the
Corporation  not less  than 30 days nor more  than 60 days  prior to the  annual
meeting,  regardless of any  postponement,  deferrals,  or  adjournments of that
meeting to a later date; PROVIDED,  HOWEVER, that in the event that less than 40
days' notice or prior  public  disclosure  of the date of the annual  meeting is
given or made to  stockholders,  notice by the  stockholder to be timely must be
received no later than the close of business on the 10th day  following  the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure was made. A stockholder's  notice to the Secretary shall set forth as
to each matter the  stockholder  proposes to bring before the annual meeting the
following:  (i) a brief description of the business desired to be brought before
the annual  meeting and the reasons for  conducting  such business at the annual
meeting;  (ii) the name and address, as they appear on the Corporation's  books,
of the stockholder proposing such business; (iii) the class and number of shares
of the Corporation which are beneficially owned by the stockholder; and (iv) any
material interest of the stockholder in such business.  Notwithstanding anything
in  these  By-Laws  to the  contrary,  no  business  shall be  conducted  at the
stockholder meeting,  except in accordance with the procedures set forth in this
Section 1.8.  The chairman of the meeting,  as  determined  in  accordance  with
Section 1.6 of the By-Laws,  shall, if the facts warrant,  determine and declare
to the meeting  that  business was not  properly  brought  before the meeting in
accordance with the provisions of these By-Laws,  and if he should so determine,
he shall so declare to the meeting and any such  business not  properly  brought
before  the  meeting  shall not be  transacted.  Notwithstanding  the  foregoing
provisions  of this  Section  1.8,  a  stockholder  shall also  comply  with all
applicable  requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  and the rules and regulations  thereunder with respect to the
matters set forth in this Section 1.8.
 
                                   ARTICLE II
 
                               BOARD OF DIRECTORS
 
SECTION 2.1       NUMBER AND TERM OF OFFICE.
 
         The business, property, and affairs of the Corporation shall be managed
by, or under the  direction  of, a Board of  Directors  of not less than one nor
more than nine directors;  PROVIDED,  HOWEVER,  that the Board of Directors,  by
resolution  adopted  by vote of a  majority  of the then  authorized  number  of
directors, may increase or decrease the number of directors. Each director shall
serve  (subject to the  provisions  of Section 2.10 and Article IV) until his or
her term has expired and his or her successor is elected and qualified, or until
his or her earlier death, resignation or removal.
 
SECTION 2.2       CHAIRMAN OF THE BOARD OF DIRECTORS.
 
         The  directors  may elect one of their  members to be  Chairman  of the
Board of Directors.  The Chairman shall be subject to the control of, and may be
removed by, the Board of  Directors.  He or she shall perform such duties as may
from time to time be assigned to him or her by the Board of Directors.
 
SECTION 2.3       MEETINGS.
 
              (a) Regular meetings of the Board of Directors may be held without
notice at such time and place as shall  from time to time be  determined  by the
Board.
 
              (b) Special  meetings of the Board of  Directors  shall be held at
such time and place as shall be designated in the notice of the meeting whenever
called by the Chairman of the Board of Directors,  if any, the  President,  or a
majority of the directors then in office.
 
SECTION 2.4       NOTICE OF SPECIAL MEETINGS.
 
         The  Secretary,  or, in his or her  absence,  any other  officer of the
Corporation, shall give each director notice of the time and place of holding of
special  meetings of the Board of Directors by mail at least ten days before the
meeting,  or by telecopy,  telegram,  cable,  radiogram,  or personal service at
least one day before the meeting. Unless otherwise stated in the notice thereof,
any and all business may be transacted at any meeting without  specification  of
such business in the notice.
 
SECTION 2.5       QUORUM AND ORGANIZATION OF MEETINGS.
 
         A majority of the total  number of members of the Board of Directors as
constituted  from time to time shall  constitute a quorum for the transaction of
business,  but,  if at any  meeting of the Board of  Directors  (whether  or not
adjourned from a previous meeting) there shall be less than a quorum present,  a
majority of those present may adjourn the meeting to another time and place, and
the meeting may be held as adjourned without further notice or waiver. Except as
otherwise  provided  by law or in the  Certificate  of  Incorporation  or  these
By-Laws, a majority of the directors present at any meeting at which a quorum is
present may decide any question  brought before such meeting.  Meetings shall be
presided over by the Chairman of the Board of  Directors,  if any, or, in his or
her absence,  by the  President,  or, in the absence of both the Chairman of the
Board of Directors and the  President,  by such other person or as the directors
may select.  The  Secretary  of the  Corporation  shall act as  secretary of the
meeting,  but in his or her absence the  chairman of the meeting may appoint any
person to act as secretary of the meeting.
 
SECTION 2.6       COMMITTEES.
 
         The Board of Directors  may, by resolution  passed by a majority of the
entire Board of Directors,  designate one or more committees,  each committee to
consist  of one or  more of the  directors  of the  Corporation.  The  Board  of
Directors  may  designate  one or more  directors  as  alternate  members of any
committee,  who may replace any absent or disqualified  member at any meeting of
the committee.  In the event of the absence or disqualification of a member of a
committee,  the  member  or  members  thereof  present  at any  meeting  and not
disqualified  from voting,  whether or not he, she or they  constitute a quorum,
may  unanimously  appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified  member. Any such committee,
to the extent provided in the resolution of the Board of Directors,  shall have,
and may exercise,  all the powers and authority of the Board of Directors in the
management of the business,  property,  and affairs of the  Corporation  and may
authorize  the seal of the  Corporation  to be affixed  to all papers  which may
require it; but no such committee  shall have power or authority in reference to
amending the  Certificate of  Incorporation  of the  Corporation  (except that a
committee  may,  to the  extent  authorized  in the  resolution  or  resolutions
providing  for the issuance of shares of stock adopted by the Board of Directors
pursuant  to  authority  expressly  granted  to the  Board of  Directors  by the
Corporation's Certificate of Incorporation, fix any of the preferences or rights
of such shares relating to dividends, redemption,  dissolution, any distribution
of assets of the  Corporation,  or the conversion  into, or the exchange of such
shares for, shares of any other class or classes or any other series of the same
or any  other  class  or  classes  of  stock of the  Corporation),  adopting  an
agreement  of merger or  consolidation  under  Section 251 or 252 of the General
Corporation Law of the State of Delaware,  recommending to the  stockholders the
sale,  lease,  or  exchange  of all or  substantially  all of the  Corporation's
property and assets,  recommending  to the  stockholders  a  dissolution  of the
Corporation or a revocation of  dissolution,  or amending  these  By-Laws;  and,
unless the resolution  expressly so provided,  no such committee  shall have the
power or authority to declare a dividend, to authorize the issuance of stock, or
to adopt a certificate  of ownership  and merger  pursuant to Section 253 of the
General  Corporation  Law of the State of Delaware.  Each committee which may be
established by the Board of Directors  pursuant to these By-Laws may fix its own
rules and  procedures.  Notice of meetings of committees,  other than of regular
meetings  provided  for by the  rules of such  committee,  shall be given to all
committee  members.  All action taken by committees shall be recorded in minutes
of the meetings.
 
SECTION 2.7       ACTION WITHOUT MEETING.
 
         Nothing  contained  in these  By-Laws  shall be deemed to restrict  the
power of members of the Board of Directors or any  committee  designated  by the
Board of Directors to take any action  required or permitted to be taken by them
without a meeting.
 
SECTION 2.8       TELEPHONE MEETINGS.
 
         Nothing  contained  in these  By-Laws  shall be deemed to restrict  the
power of members of the Board of Directors or any  committee  designated  by the
Board of Directors,  to participate  in a meeting of the Board of Directors,  or
any   committee   thereof,   by  means  of   conference   telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.
 
SECTION 2.9       NOMINATION OF DIRECTORS.
 
         Only persons who are  nominated in  accordance  with the  procedure set
forth in these By-Laws shall be eligible to service as directors. Nominations of
persons for election to the Board of Directors of the Corporation may be made at
a meeting of  stockholders  (i) by or at the direction of the Board of Directors
or (ii) by any  stockholder of the Corporation who is a stockholder of record at
the time of giving of notice  provided  for in this  Section  2.9,  who shall be
entitled to vote for the  election of  directors at the meeting and who complies
with the notice  provision  of this Section 2.9.  Such  nominations,  other than
those  made by or at the  direction  of the  Board of  Directors,  shall be made
pursuant to timely notice in writing to the Secretary of the Corporation.  To be
timely, a stockholder's notice shall be delivered or mailed to, and received at,
the principal  executive  offices of the  Corporation not less than 30 days, nor
more than 60 days, prior to the meeting, regardless of postponements, deferrals,
or adjournments of that meeting to a later date; provided,  however, that in the
event  that less than 40 days'  notice or public  disclosure  of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so  received  not  later  than  the  close of  business  on the 10th day
following the day on which such notice of the date of the meeting or such public
disclosure was made. Such stockholder's notice shall contain the written consent
of each  proposed  nominee  to serve as a director  if so elected  and shall set
forth the  following:  (i) as to each  person whom the  stockholder  proposes to
nominate for election or reelection as a director and as to each person,  acting
alone or in conjunction with one or more other persons as a partnership, limited
partnership,  syndicate  or other  group,  who  participates  or is  expected to
participate in making such  nomination or in organizing,  directing or financing
such nomination or solicitation of proxies to vote for the nominee (A) the name,
age,  residence  address,  and business  address of each proposed nominee and of
each such person; (B) the principal occupation or employment, and the name, type
of business,  and address of the corporation or other organization in which such
employment is carried on, of each proposed nominee and of each such person;  (C)
the amount of stock of the Corporation  owned  beneficially,  either directly or
indirectly, by each proposed nominee and each such person; and (D) a description
of any arrangement or  understanding  of each proposed  nominee and of each such
person with each other or any other person  regarding  future  employment or any
future  transaction to which the Corporation will or may be a party; and (ii) as
to the stockholder giving the notice (A) the name and address, as they appear on
the Corporation's  books, of such  stockholder;  and (B) the class and number of
shares of the Corporation which are beneficially  owned by such stockholder.  At
the  request of the Board of  Directors,  any person  nominated  by the Board of
Directors  for  election as a director  shall  furnish to the  Secretary  of the
Corporation that information  required to be set forth in a stockholder's notice
or nomination which pertains to the nominee. Subject to the rights of holders of
preferred  stock,  if any, no person shall be eligible to serve as a director of
the Corporation  unless nominated in accordance with the procedures set forth in
these  By-Laws.  The  chairman of the meeting,  determined  in  accordance  with
Section 1.6 of these By-Laws, shall, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance  with the procedures
prescribed by these By-Laws, and if he should so determine,  he shall so declare
to  the   meeting   and  the   defective   nomination   shall  be   disregarded.
Notwithstanding  the  foregoing  provisions  of this Section 2.9, a  stockholder
shall also comply with all applicable  requirements  of the Exchange Act and the
rules and  regulations  thereunder with respect to the matters set forth in this
Section.
 
SECTION 2.10      ELECTION OF DIRECTORS.
 
              (a) The  directors  shall be  elected  by the  holders  of  shares
entitled to vote thereon at the record date fixed by the Board of Directors  for
the annual meeting or special  meeting,  as the case may be, for the election of
directors,  and the persons  receiving the greatest  number of votes,  up to the
number of  directors  to be elected,  shall be the  directors.  The  election of
directors  is subject to the  provisions  for a  classified  Board of  Directors
contained in this Section 2.10.
 
              (b)  Effective  upon the election of the  directors at the special
meeting of  stockholders  scheduled  for May 24,  2000 (or any  postponement  or
adjournment  thereof) (the "Special  Meeting"),  the directors  shall be divided
into two classes: Class I and Class II. Such classes shall be as nearly equal in
number of directors as possible.  Each director shall serve for a term ending at
the annual  meeting of  stockholders  for the second  fiscal year  following the
annual meeting for the fiscal year at which such director was elected; provided,
however,  that the  directors  first  elected to Class I at the Special  Meeting
shall serve for a term  ending at the annual  meeting to be held for fiscal year
2000 and the directors  first  elected to Class II at the Special  Meeting shall
serve for a term ending at the annual meeting to be held for fiscal year 2001.
 
              (c) At each annual  election held after the Special  Meeting,  the
directors chosen to succeed those whose terms then expire shall be identified as
being of the same class as the directors they succeed,  unless, by reason of any
intervening  changes  in the  authorized  number  of  directors,  the  Board  of
Directors shall designate one or more  directorships  whose term then expires as
directorships of the other class in order more nearly to achieve equality in the
number of  directors  between the classes.  When the Board of Directors  fills a
vacancy  resulting  from the death,  resignation  or removal of a director,  the
director  chosen to fill that vacancy shall be of the same class as the director
being  succeeded,  unless,  by reason of any previous  changes in the authorized
number  of  directors,  the  Board  of  Directors  shall  designate  the  vacant
directorship  as a  directorship  of the  other  class in order  more  nearly to
achieve equality in the number of directors between the classes.
 
              (d)  Notwithstanding  the rule  that the two  classes  shall be as
nearly equal in number of  directors as possible,  in the event of any change in
the  authorized  number of directors  each director then  continuing to serve as
such  will  nevertheless  continue  as a  director  of the  class of which  such
director is a member,  until the  expiration  of his or her current  term or his
earlier death, resignation or removal. Any newly created directorship or vacancy
on the Board of Directors,  consistent  with the rule that the two classes shall
be as nearly equal in number of directors as possible, shall be allocated to one
of the two classes,  and the Board of Directors shall allocate it to that of the
available  class  whose  term of office is due to  expire at the  earliest  date
following such allocation.
 
                                  ARTICLE III
 
                                    OFFICERS
 
SECTION 3.1       EXECUTIVE OFFICERS.
 
         The executive officers of the Corporation shall be a President,  one or
more Vice  Presidents,  a  Treasurer,  and a  Secretary,  each of whom  shall be
elected by the Board of  Directors.  The Board of Directors may elect or appoint
such other officers (including a Controller and one or more Assistant Treasurers
and Assistant  Secretaries) as it may deem necessary or desirable.  Each officer
shall hold office for such term as may be  prescribed  by the Board of Directors
from time to time. Any person may hold at one time two or more offices.
 
SECTION 3.2       POWERS AND DUTIES.
 
         The  Chairman  of the Board,  if any,  or, in his or her  absence,  the
President, shall preside at all meetings of the stockholders and of the Board of
Directors.  Either the President or the Chairman of the Board of  Directors,  as
determined by the Board of Directors,  shall be the chief  executive  officer of
the Corporation.  In the absence of the President, a Vice President appointed by
the President or, if the President fails to make such appointment,  by the Board
of Directors,  shall perform all the duties of the  President.  The officers and
agents of the  Corporation  shall each have such powers and  authority and shall
perform such duties in the management of the business,  property, and affairs of
the Corporation as generally  pertain to their  respective  offices,  as well as
such  powers  and  authorities  and  such  duties  as from  time to time  may be
prescribed by the Board of Directors.
 
                                   ARTICLE IV
 
                      RESIGNATIONS, REMOVALS, AND VACANCIES
 
SECTION 4.1       RESIGNATIONS.
 
         Any  director  or  officer  of the  Corporation,  or any  member of any
committee,  may  resign  at any time by  giving  written  notice to the Board of
Directors,  the  President,  or the  Secretary  of  the  Corporation.  Any  such
resignation  shall take effect at the time specified  therein or, if the time be
not  specified  therein,  then upon  receipt  thereof.  The  acceptance  of such
resignation shall not be necessary to make it effective.
 
SECTION 4.2       REMOVALS.
 
         The Board of  Directors,  by a vote of not less than a majority  of the
entire Board, at any meeting thereof,  or by written consent,  at any time, may,
to the extent  permitted by law,  remove with cause from office or terminate the
employment  of any officer or member of any  committee  and may, with or without
cause, disband any committee.
 
         Any  director or the entire  Board of  Directors  may be removed,  with
cause,  by the holders of a majority of the shares  entitled at the time to vote
at an election of directors.
 
SECTION 4.3       VACANCIES.
 
         Any  vacancy in the office of any  director or officer  through  death,
resignation,  removal,  disqualification,  or other  cause,  and any  additional
directorship  resulting from increase in the number of directors,  may be filled
at any time by a majority of the directors then in office (even though less than
a quorum remains), and, subject to the provisions of this Article IV, the person
so chosen shall hold office until his or her  successor  shall have been elected
and  qualified;  or, if the  person so chosen is a  director  elected  to fill a
vacancy, he shall (subject to the provisions of this Article IV) hold office for
the unexpired term of his or her predecessor.
 
                                   ARTICLE V
 
                                  CAPITAL STOCK
 
SECTION 5.1       STOCK CERTIFICATES.
 
         The  certificates  representing  shares  of the  capital  stock  of the
Corporation  shall be in such form as shall be  prescribed  by law and approved,
from time to time, by the Board of Directors.
 
SECTION 5.2       TRANSFER OF SHARES.
 
         Shares of the capital stock of the  Corporation  may be  transferred on
the books of the Corporation  only by the holder of such shares or by his or her
duly authorized attorney,  upon the surrender to the Corporation or its transfer
agent of the certificate representing such stock properly endorsed.
 
SECTION 5.3       FIXING RECORD DATE.
 
              (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,  or entitled to receive  payment of any  dividend or other
distribution  or  allotment  of any rights or entitled to exercise any rights in
respect of any  change,  conversion,  or exchange of stock or for the purpose of
any other lawful action other than stockholder  action by written  consent,  the
Board of  Directors  may fix a record date which shall not precede the date such
record date is fixed and shall not be more than 60 days,  nor less than 10 days,
prior to the date of such meeting.  If no record date is fixed,  the record date
for determining  stockholders entitled to notice of, or to vote at, a meeting of
stockholders shall be at the close of business on the day 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 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
of Directors 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 of
Directors,  and which  date  shall not be more than 10 days  after the date upon
which  the  resolution  fixing  the  record  date is  adopted  by the  Board  of
Directors.  Any stockholder of record seeking to have the stockholders authorize
or take  corporate  action by written  consent  shall,  by written notice to the
Secretary,  request the Board of Directors  to fix a record  date.  The Board of
Directors  shall  promptly,  but in all events  within 10 days after the date on
which such a request is received,  adopt a resolution fixing the record date. If
no record  date has been fixed by the Board of  Directors  within 10 days of the
date on which such a request  is  received  and no prior  action by the Board of
Directors  is  required  by  applicable  law,  the record  date for  determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting shall be the first date on which a signed written  consent setting forth
the action  taken or proposed to be taken is  delivered  to the  Corporation  by
delivery to its registered office in the State of Delaware,  the principal place
of business,  or an officer of agent of the  Corporation  having  custody of the
book  in  which  proceedings  of  stockholders  meetings  are  recorded,  to the
attention of the Secretary of the  Corporation.  Delivery shall be by hand or by
certified or registered mail,  return receipt  requested.  If no record date has
been fixed by the Board of Directors  and prior action by the Board of Directors
is required by  applicable  law,  the record date for  determining  stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the closed of  business on the date on which the Board of  Directors  adopts the
resolution taking such prior action.
 
              (c) The fact  and  date of the  execution  by any  stockholder  of
record of the  Corporation  of any  written  consent  shall be  provided  by the
certificate  under the official  seal of a notary public or of any other officer
who,  by the laws of  public  or of any other  officer  who,  by the laws of the
jurisdiction  in which  such  written  consent  is  executed,  has power to take
acknowledgments or proofs of deeds to be recorded within such jurisdiction, that
the person who signed such written  consent did  acknowledge  before such notary
public or other  officer the  execution  thereof and, in the event a record date
has theretofore been established to determine the stockholders  entitled to give
such consents,  the fact that he was on the record date the record holder of the
applicable  shares.  No such written  consent  shall be valid  without  being so
proved.
 
              (d) In the event of the delivery to the  Corporation  of a written
consent or consents  purporting  to authorize or take  corporate  action  and/or
related  revocations  (each such written  consent and any revocation  thereof is
referred  to in this  Section  5.3(d)  as a  "Consent"),  the  Secretary  of the
Corporation  shall provide for the  safekeeping  of such Consents and shall,  as
soon as practicable  thereafter,  conduct such  reasonable  investigation  as he
deems necessary or appropriate for the purpose ascertaining the validity of such
Consents  and all  matters  incident  thereto,  including,  without  limitation,
whether the holders of shares having the requisite  voting power to authorize or
take the action specified in the Consents have given consent; PROVIDED, HOWEVER,
that  if the  removal  or  election  of one or  more  members  of the  Board  of
Directors,  the Secretary of the  Corporation  shall  designate an  independent,
qualified  inspector  with  respect to such  Consents and such  inspector  shall
discharge the functions of the Secretary of the  Corporation  under this Section
5.3(d).  If, after such  investigation,  the Secretary or the inspector,  as the
case may be, shall determine that any action  purportedly taken by such Consents
has been  validly  taken,  that fact shall be  certified  on the  records of the
Corporation kept for the purpose of recording the proceedings of meetings of the
stockholders,  and the Consents shall be filed with such records.  In conducting
the  investigation  required  by this  Section  5.3(d)  , the  Secretary  or the
inspector may, at the expense of the Corporation,  retain to assist them special
legal counsel and any other necessary or appropriate  professional advisers, and
such other personnel as they may deem necessary or appropriate.
 
SECTION 5.4       LOST CERTIFICATES.
 
         The Board of  Directors or any transfer  agent of the  Corporation  may
direct a new certificate or certificates  representing  stock of the Corporation
to be issued in place of any certificate or certificates  theretofore  issued by
the  Corporation,  alleged to have been lost,  stolen,  or  destroyed,  upon the
making of an affidavit of that fact by the person claiming the certificate to be
lost, stolen, or destroyed.  When authorizing such issue of a new certificate or
certificates,  the Board of Directors (or any transfer agent of the  Corporation
authorized  to do so by a  resolution  of the Board of  Directors)  may,  in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost, stolen, or destroyed certificate or certificates,  or his or
her  legal  representative,  to give the  Corporation  a bond in such sum as the
Board of  Directors  (or any  transfer  agent so  authorized)  shall  direct  to
indemnify  the  Corporation  against  any  claim  that may be made  against  the
Corporation with respect to the certificate  alleged to have been lost,  stolen,
or  destroyed  or the issuance of such new  certificates,  and such  requirement
maybe general or confined to specific instances.
 
SECTION 5.5       REGULATIONS.
 
         The Board of Directors  shall have power and authority to make all such
rules and regulations as it may deem expedient  concerning the issue,  transfer,
registration,  cancellation,  and replacement of certificates representing stock
of the Corporation.
 
                                   ARTICLE VI
 
                                  MISCELLANEOUS
 
SECTION 6.1       CORPORATE SEAL.
 
         The  corporate  seal  shall  have  inscribed  thereon  the  name of the
Corporation,  the year of its  organization,  and the words "Corporate Seal" and
"Delaware."
 
SECTION 6.2       FISCAL YEAR.
 
         The fiscal year of the Corporation shall be determined by resolution of
the Board of Directors.
 
SECTION 6.3       NOTICES AND WAIVERS THEREOF.
 
              (a)  Whenever  any  notice   whatever  is  required  by  law,  the
Certificate of  Incorporation,  or these By-Laws to be given to any stockholder,
director,  officer,  such notice,  except as  otherwise  provided by law, may be
given  personally,  or by mail,  or, in the case of directors  or  officers,  by
telecopy, telegram, cable, or radiogram, addressed to such address as appears on
the books of the Corporation.  Any notice given by telecopy, telegram, cable, or
radiogram  shall be deemed to have been given when it shall have been  delivered
for transmission and any notice given by mail shall be deemed to have been given
when it shall have been deposited in the United States mail with postage thereon
prepaid.
 
              (b)  Whenever  any  notice  is  required  to be given by law,  the
Certificate of Incorporation, or these By-Laws, a written waiver thereof, signed
by the person  entitled to such notice,  whether  before or after the meeting or
the time stated  therein,  shall be deemed  equivalent  in all  respects to such
notice to the full extent permitted by law.
 
SECTION 6.4       STOCK OF OTHER CORPORATIONS OR OTHER INTERESTS.
 
         Unless otherwise ordered by the Board of Directors, the Chairman of the
Board of Directors,  the President,  the Secretary, and such attorneys or agents
of the  Corporation  as may be,  from time to time,  authorized  by the Board of
Directors, the Chairman of the Board of Directors, or the President,  shall have
full power and authority on behalf of this  Corporation to attend and to act and
vote in person or by proxy at any  meeting of the holders of  securities  of any
corporation or other entity in which this  Corporation may own or hold shares or
other  securities,  and at such meetings  shall possess and may exercise all the
rights and powers  incident to the ownership of such shares or other  securities
which this Corporation, as the owner or holder thereof, might have possessed and
exercised if present.  The Chairman of the Board, the President,  the Secretary,
or such  attorneys  or agents,  may also  execute  and deliver on behalf of this
Corporation  powers  of  attorney,   proxies,   consents,   waivers,  and  other
instruments  relating  to the  shares  or  securities  owned  or  held  by  this
Corporation.
 
                                  ARTICLE VII
 
                                   AMENDMENTS
 
         The holders of shares  entitled at the time to vote for the election of
directors  shall have the power to adopt,  amend,  or repeal the  By-Laws of the
Corporation by vote of not less than a majority of such shares,  and,  except as
otherwise  provided by law, the Board of Directors shall have power equal in all
respects to that of the  stockholders to adopt,  amend, or repeal the By-Laws by
vote of not less than a  majority  of the  entire  Board.  However,  any  By-Law
adopted by the Board of  Directors  may be amended  or  repealed  by vote of the
holders  of a  majority  of the  shares  entitled  at the  time to vote  for the
election of directors.