BYLAWS
 
 
                                       OF
 
 
                              BRILLIAN CORPORATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                            ADOPTED AS OF MAY 7, 2003
 
 
 
 
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                                TABLE OF CONTENTS
 
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Article I Offices.................................................................................................1
 
     Section 1.1      Principal Office............................................................................1
     Section 1.2      Other Offices...............................................................................1
 
Article II Meetings of Stockholders...............................................................................1
 
     Section 2.1      Place of Meetings...........................................................................1
     Section 2.2      Annual Meetings.............................................................................1
     Section 2.3      Notice of Stockholder Business and Nominations..............................................1
     Section 2.4      Special Meetings............................................................................4
     Section 2.5      Notice and Purpose of Meetings; Waiver......................................................5
     Section 2.6      Voting List, Right to Examine...............................................................5
     Section 2.7      Adjournments................................................................................5
     Section 2.8      Quorum......................................................................................5
     Section 2.9      Organization................................................................................6
     Section 2.10     Voting......................................................................................6
     Section 2.11     Inspectors of Election......................................................................7
     Section 2.12     Consent of Stockholders in Lieu of Meeting..................................................7
 
Article III Board of Directors....................................................................................7
 
     Section 3.1      Powers......................................................................................7
     Section 3.2      Number, Term of Office, and Vacancies.......................................................8
     Section 3.3      Regular and Special Meetings................................................................8
     Section 3.4      Quorum; Interested Directors................................................................8
     Section 3.5      Committees..................................................................................9
     Section 3.6      Action of Directors in Lieu of Meeting.....................................................10
     Section 3.7      Attendance Via Telecommunications..........................................................10
     Section 3.8      Compensation...............................................................................10
 
Article IV Notice................................................................................................10
 
     Section 4.1      Notice, What Constitutes...................................................................10
     Section 4.2      Waiver of Notice...........................................................................10
 
Article V Officers...............................................................................................11
 
     Section 5.1      Number, Qualifications, and Resignation....................................................11
     Section 5.2      Term of Office.............................................................................11
     Section 5.3      Subordinate Officers, Committees, and Agents...............................................11
     Section 5.4      The President..............................................................................11
     Section 5.5      Vice Presidents............................................................................11
     Section 5.6      The Secretary..............................................................................12
     Section 5.7      The Assistant Secretaries..................................................................12
     Section 5.8      The Treasurer..............................................................................12
 
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     Section 5.9      The Assistant Treasurers...................................................................12
     Section 5.10     The Chief Executive Officer................................................................12
     Section 5.11     The Chairman of the Board..................................................................12
 
Article VI Certificates of Stock.................................................................................13
 
     Section 6.1      Issuance...................................................................................13
     Section 6.2      Transfers..................................................................................13
     Section 6.3      Share Certificates.........................................................................13
     Section 6.4      Record Holder of Shares....................................................................13
     Section 6.5      Lost, Destroyed, Mutilated, or Stolen Certificates.........................................13
     Section 6.6      Transfer Agent and Registrar...............................................................14
     Section 6.7      Record Date................................................................................14
 
Article VII Right to Indemnification.............................................................................14
 
     Section 7.1      Right to Indemnification...................................................................14
     Section 7.2      Prepayment of Expenses.....................................................................14
     Section 7.3      Claims.....................................................................................15
     Section 7.4      Nonexclusivity of Rights...................................................................15
     Section 7.5      Other Indemnification......................................................................15
     Section 7.6      Amendment or Repeal........................................................................15
 
Article VIII Amendments..........................................................................................15
 
 
Article IX Miscellaneous.........................................................................................15
 
     Section 9.1      Reserves...................................................................................15
     Section 9.2      Authorized Signer..........................................................................16
     Section 9.3      Fiscal Year................................................................................16
     Section 9.4      Corporate Seal.............................................................................16
     Section 9.5      Severability...............................................................................16
 
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                                     BYLAWS
                                       OF
                              BRILLIAN CORPORATION
 
                                   ARTICLE I
                                     OFFICES
 
      Section 1.1  PRINCIPAL OFFICE. The registered office of Brillian
Corporation (the "Corporation") shall be 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801. The name of the Corporation's registered
agent is The Corporation Trust Company.
 
      Section 1.2  OTHER OFFICES. The Corporation may have offices also at the
other places within and without the state of Delaware as the board of directors
may from time to time determine or as the business of the Corporation may
require.
 
                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS
 
      Section 2.1  PLACE OF MEETINGS. Meetings of stockholders shall be held at
the place, within or without the state of Delaware, as shall be designated from
time to time by the board of directors.
 
      Section 2.2  ANNUAL MEETINGS. Annual meetings of stockholders shall,
unless otherwise provided by the board of directors, be held on the second
Thursday in May of each calendar year, if not a legal holiday, and if a legal
holiday, then on the next full business day following, at 10:00 a.m., at which
time they shall elect a board of directors and transact the other business as
may properly be brought before the meeting.
 
      Section 2.3  NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
 
              (A)  ANNUAL MEETINGS OF STOCKHOLDERS.
 
                   (1)   Nominations of persons for election to the board of
directors of the Corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders only (a)
pursuant to the Corporation's notice of meeting (or any supplement thereto), (b)
by or at the direction of the board of directors or (c) by any stockholder of
the Corporation that was a stockholder of record of the Corporation at the time
the notice provided for in this Section 2.3 is delivered to the secretary of the
Corporation, that is entitled to vote at the meeting, and that complies with the
notice procedures set forth in this Section 2.3.
 
                   (2)   For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (c) of
paragraph (A)(1) of this Section 2.3, the stockholder must have given timely
notice thereof in writing to the secretary of the Corporation and any such
proposed business other than the nominations of persons for election to the
board of directors must constitute a proper matter for stockholder action. To be
timely, a stockholder's notice shall be delivered to the secretary at the
principal executive offices of the Corporation not later than the close of
business on the ninetieth (90th) day nor earlier than the
 
 
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close of business on the one hundred twentieth (120th) day prior to the first
anniversary of the preceding year's annual meeting (provided, however, that in
the event that the date of the annual meeting is more than thirty (30) days
before or more than thirty (30) days after such anniversary date, notice by the
stockholder must be so delivered not earlier than the close of business on the
one hundred twentieth (120th) day prior to such annual meeting and not later
than the close of business on the later of the ninetieth (90th) day prior to
such annual meeting or the tenth (10th) day following the day on which public
announcement of the date of such meeting is first made by the Corporation). In
no event shall the public announcement of an adjournment or postponement of an
annual meeting commence a new time period (or extend any time period) for the
giving of a stockholder's notice as described above. Such stockholder's notice
shall set forth (a) as to each person whom the stockholder proposes to nominate
for election as a director (i) all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors
in an election contest, or is otherwise required, in each case pursuant to and
in accordance with Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and (ii) such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected; (b) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the text of the proposal or business (including the text of
any resolutions proposed for consideration and in the event that such business
includes a proposal to amend the Bylaws of the Corporation, the language of the
proposed amendment), the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial owner, (ii)
the class and number of shares of capital stock of the Corporation that are
owned beneficially and of record by such stockholder and such beneficial owner,
(iii) a representation that the stockholder is a holder of record, or evidence
that the owner is a beneficial owner, of stock of the Corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to propose such business or nomination, and (iv) a representation whether the
stockholder or the beneficial owner, if any, intends or is part of a group that
intends (a) to deliver a proxy statement and/or form of proxy to holders of at
least the percentage of the Corporation's outstanding capital stock required to
approve or adopt the proposal or elect the nominee and/or (b) otherwise to
solicit proxies from stockholders in support of such proposal or nomination. The
foregoing notice requirements shall be deemed satisfied by a stockholder if the
stockholder has notified the Corporation of the stockholder's intention to
present a proposal at an annual meeting in compliance with Rule 14a-8 (or any
successor thereof) promulgated under the Exchange Act and such stockholder's
proposal has been included in a proxy statement that has been prepared by the
Corporation to solicit proxies for such annual meeting. The Corporation may
require any proposed nominee to furnish such other information as it may
reasonably require to determine the eligibility of such proposed nominee to
serve as a director of the Corporation.
 
                     (3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this Section 2.3 to the contrary, in the event that the
number of directors to be elected to the board of directors of the Corporation
at an annual meeting is increased and there is no public announcement by the
Corporation naming the nominees for the additional directorships at least one
hundred (100) days prior to the first anniversary of the preceding year's annual
 
 
 
 
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meeting, a stockholder's notice required by this Section 2.3 shall also be
considered timely, but only with respect to nominees for the additional
directorships, if it shall be delivered to the secretary at the principal
executive offices of the Corporation not later than the close of business on the
tenth (10th) day following the day on which such public announcement is first
made by the Corporation.
 
 
              (B)    SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall
be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting. Nominations
of persons for election to the board of directors may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (1) by or at the direction of the board of
directors or (2) provided that the board of directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation that is a stockholder of record at the time the notice provided for
in this Section 2.3 is delivered to the secretary of the Corporation, that is
entitled to vote at the meeting and upon such election and that complies with
the notice procedures set forth in this Section 2.3. In the event the
Corporation calls a special meeting of stockholders for the purpose of electing
one or more directors to the board of directors, any such stockholder entitled
to vote in such election of directors may nominate a person or persons (as the
case may be) for election to such position(s) as specified in the Corporation's
notice of meeting, if the stockholder's notice required by paragraph (A)(2) of
this Section 2.3 shall be delivered to the secretary at the principal executive
offices of the Corporation not earlier than the close of business on the one
hundred twentieth (120th) day prior to such special meeting and not later than
the close of business on the later of the ninetieth (90th) day prior to such
special meeting or the tenth (10th) day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the board of directors to be elected at such meeting. In no
event shall the public announcement of an adjournment or postponement of a
special meeting commence a new time period (or extend any time period) for the
giving of a stockholder's notice as described above.
 
              (C)    GENERAL.
 
                     (1) Only such persons who are nominated in accordance with
the procedures set forth in this Section 2.3 shall be eligible to be elected at
an annual or special meeting of stockholders of the Corporation to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 2.3. Except as otherwise provided by law, the chairman
of the meeting shall have the power and duty (a) to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 2.3 (including whether the stockholder or beneficial owner, if any,
on whose behalf the nomination or proposal is made solicited (or is part of a
group which solicited) or did not so solicit, as the case may be, proxies in
support of such stockholder's nominee or proposal in compliance with such
stockholder's representation as required by clause (A)(2)(c)(iv) of this Section
2.3) and (b) if any proposed nomination or business was not made or proposed in
compliance with this Section 2.3, to declare that such nomination shall be
disregarded or that such proposed business shall not be transacted.
Notwithstanding the foregoing provisions of this Section 2.3, if the stockholder
(or a qualified representative of the stockholder) does not appear at the annual
or special meeting of
 
 
 
 
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stockholders of the Corporation to present a nomination or business, such
nomination shall be disregarded and such proposed business shall not be
transacted, notwithstanding that proxies in respect of such vote may have been
received by the Corporation.
 
                     (2) For purposes of this Section 2.3, "public announcement"
shall include disclosure in a press release reported by the Dow Jones News
Service, Associated Press, or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission.
 
                     (3) Notwithstanding the foregoing provisions of this
Section 2.3, 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 2.3. Nothing in this Section 2.3 shall be
deemed to affect any rights (a) of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act or (b) of the holders of any series of preferred stock of the
Corporation to elect directors pursuant to any applicable provisions of the
Certificate of Incorporation.
 
      Section 2.4    SPECIAL MEETINGS.
 
              (a)    Special meetings of the stockholders of the Corporation for
any purpose or purposes may be called at any time only by (a) the chairman of
the board of directors, (b) the Chief Executive Officer of the Corporation, or
(c) the board of directors pursuant to a resolution approved by a majority of
the entire board of directors, and may not be called by any other person or
persons.
 
              (b)    The secretary of the Corporation shall give or shall cause
to be given notice of special meetings of stockholders in accordance with
Section 2.5 hereof.
 
              (c)    Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
 
              (d)    The date and time of the opening and the closing of the
polls for each matter upon which the stockholders will vote at a special meeting
shall be announced at the meeting by the person presiding over the meeting. The
board of directors of the Corporation may, to the extent not prohibited by law,
adopt by resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the board of directors, the
chairman of any meeting of stockholders shall have the right and authority to
prescribe such rules, regulations, and procedures and to do all such acts as, in
the judgment of such chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations, or procedures, whether adopted by the board of
directors or prescribed by the chairman of the meeting, may to the extent not
prohibited by law include, without limitation, the following: (i) the
establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those present;
(iii) limitations on attendance at or participation in the meeting to
stockholders of record of the Corporation, their duly authorized and constituted
proxies, or such other persons as the chairman of the meeting shall determine;
(iv) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (v) limitations on
 
 
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the time allotted to questions or comments by participants. Unless and to the
extent determined by the board of directors or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.
 
      Section 2.5    NOTICE AND PURPOSE OF MEETINGS; WAIVER.
 
              (a)    Written notice stating the place, date, and time of
meetings of stockholders and, in case of a special meeting of stockholders, the
purpose or purposes for which the meeting is called, shall be delivered to each
stockholder of record entitled to vote at the meeting at the stockholder's
address of record, at least ten (10) but not more than sixty (60) days prior to
the date of the meeting. If mailed, the notice shall be deemed to be delivered
when deposited in the U.S. mail, postage prepaid, directed to the stockholder at
the stockholder's address as it appears on the records of the Corporation.
 
              (b)    No action taken at any meeting of stockholders shall be
void because the action was not specified as a purpose of the meeting in the
applicable notice of the meeting provided the meeting is not a special meeting
and if, in the notice of the meeting, it is stated that the purpose of the
meeting shall also be to consider all other matters that could properly be
brought before the meeting.
 
      Section 2.6    VOTING LIST, RIGHT TO EXAMINE. The officer who has charge
of the stock ledger of the Corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, as required by applicable law. Except as
otherwise provided by law, the stock ledger shall be the only evidence as to the
stockholders entitled to examine the stock ledger, the list of stockholders, or
the books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.
 
      Section 2.7    ADJOURNMENTS. 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 reconvened meeting, the Corporation may transact any business that
might have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the reconvened meeting, a notice of the reconvened meeting shall be
given to each stockholder of record entitled to vote at the meeting.
 
      Section 2.8    QUORUM. Except as otherwise provided by law, the
Certificate of Incorporation, or these Bylaws, at each meeting of stockholders
the presence in person or by proxy of the holder of shares of stock having a
majority of the votes that could be cast by the holders of all outstanding
shares of stock entitled to vote at the meeting shall be necessary and
sufficient to constitute a quorum. If, however, the quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time in the manner provided in Section 2.7
hereof without notice other than the announcement at the
 
 
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meeting that the adjournment is not for more than 30 days and a new record date
is not fixed for the adjourned meeting, until a quorum be present or
represented. If a quorum shall be present or represented at the adjourned
meeting, any business may be transacted that might have been transacted at the
original meeting. Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
Corporation to vote stock, including, but not limited to, its own stock held by
it in a fiduciary capacity.
 
      Section 2.9    ORGANIZATION.
 
              (a)    The chairman of the board, or in his or her absence the
president, or in their absence any corporate 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 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 board, the president, and all corporate vice
presidents.
 
              (b)    The secretary of the Corporation shall act as secretary of
all meetings of stockholders, but the chairman of the meeting may appoint any
other person to act as secretary of the meeting.
 
      Section 2.10   VOTING.
 
              (a)    When a quorum is present at any meeting, the affirmative
vote of the holders of shares of stock having a majority of the votes that could
be cast by the holders of all shares of stock entitled to vote that are present
at such meeting, either in person or by proxy, shall decide any question brought
before the meeting, unless the question is one upon which by express provision
of the Delaware General Corporation Law, the Certificate of Incorporation, or
these Bylaws a different vote is required, in which case the express provision
shall govern and control the decision of the question. When a quorum is present
at any meeting of stockholders for the election of directors, a plurality of the
votes cast shall be sufficient to elect directors.
 
              (b)    Subject to the provisions of the Certificate of
Incorporation and the rights of any class of capital stock issued in accordance
with the Certificate of Incorporation, each stockholder entitled to vote at any
meeting of stockholders shall be entitled to one vote for each share of the
capital stock having voting power held by the stockholder.
 
              (c)    Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for the stockholder
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy that is not irrevocable by
attending the meeting and voting in person or by delivering to the secretary of
the Corporation a revocation of the proxy or a new proxy bearing a later to
date.
 
 
 
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              (d)    The vote on any matter, including the election of
directors, need not be by written ballot.
 
      Section 2.11   INSPECTORS OF ELECTION.
 
              (a)    Before any meeting of stockholders, the board of directors
may appoint inspectors of election, who need not be stockholders, to act at that
meeting or any adjournment thereof. If inspectors of election are not so
appointed, the chairman of the meeting shall appoint inspectors of election upon
the demand of any stockholder or the stockholder's proxy present at the meeting
and before voting begins. The number of inspectors of election shall be either
one, or, upon demand of a stockholder, three, as to be determined in the case of
inspectors of election appointed by a vote of the majority of the shares of the
voting common stock of the Corporation present and entitled to vote at the
meeting, whether in person or by proxy. If there are three inspectors of
election, the decision, act, or certification of a majority of those inspectors
shall be effective in all respects as the decision, act, or certification of
all.
 
              (b)    No person who is a candidate for an office to which the
election relates may act as an inspector of election.
 
              (c)    In case any person appointed as an inspector of election
fails to appear or fails or refuses to act, the vacancy may be filled by
appointment made by the board of directors before the meeting is convened, or by
the chairman of the meeting during a meeting.
 
              (d)    If inspectors of election are appointed pursuant to this
Section 2.11, they shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity, and effect of proxies. The inspectors of
election shall also receive votes or ballots, hear and determine all challenges
and questions in any way arising in connection with the right to vote, count and
tabulate all votes, determine the result, and do those other acts as may be
proper to conduct and tally the vote or election with fairness to all
stockholders.
 
              (e)    On request of the chairman of the meeting or of any
stockholder or the stockholder's proxy, the inspectors of election shall make a
report in writing of any challenge or question or matter determined by them, and
execute a certificate setting forth any fact found by them.
 
      Section 2.12   CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.  Except as
otherwise provided in the Certificate of Incorporation, the holders of common
stock of the Corporation may not act without a meeting.
 
                                  ARTICLE III
                               BOARD OF DIRECTORS
 
      Section 3.1 POWERS.  The business and affairs of the Corporation shall be
managed by or under the direction of its board of directors, which shall
exercise all the powers of the Corporation and do all the lawful acts and things
as are not by statute or by the Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.
 
 
 
 
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      Section 3.2    NUMBER, TERM OF OFFICE, AND VACANCIES.
 
              (a)    Subject to the provisions of the Certificate of
Incorporation, the board of directors shall consist of not fewer than one (1)
nor more than fifteen (15) members, the exact number to be determined from time
to time by resolution adopted by the affirmative vote of a majority of the
entire board of directors. The directors shall be elected at the annual meeting
of stockholders, except as provided in Section 3.2(b), and each director shall
hold office until his or her successor is elected and qualified or until his or
her earlier resignation or removal. Any director may resign at any time upon
written notice to the Corporation. Directors need not be stockholders.
 
              (b)    Except as otherwise provided for or fixed pursuant to the
Certificate of Incorporation, vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
only by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum. No decrease in the number of directors
constituting the board of directors shall shorten the term of any incumbent
director.
 
              (c)    Except as otherwise provided for or fixed pursuant to the
Certification of Incorporation, any director or the entire board of directors
may be removed from office at any time only (i) for cause, and (ii) by the
affirmative vote of at least 66 2/3% of the total voting power of the then
outstanding capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.
 
      Section 3.3    REGULAR AND SPECIAL MEETINGS.  The board of directors of
the Corporation or any committee thereof may hold meetings, both regular and
special, either within or without the state of Delaware. Regular meetings of the
board of directors may be held without notice at the time and at the place as
shall from time to time be determined by the board of directors. Special
meetings of the board of directors may be called by the chairman of the board of
directors or the president, and the president or secretary shall call a special
meeting upon the request of any two directors. Notice may be given personally,
by telephone, facsimile, electronic transmission, first class mail, or telegram.
If given personally, by telephone, facsimile, electronic transmission, or
telegram, the notice shall be given at least 24 hours prior to the meeting.
Notice may be given by mail if it is mailed at least five (5) days before the
meeting. The notice need not specify the business to be transacted.
 
      Section 3.4    QUORUM; INTERESTED DIRECTORS.
 
              (a)    At meetings of the board of directors, a majority of the
directors shall constitute a quorum for the transaction of business and, except
as set forth in the Certificate of Incorporation or in these Bylaws, the act of
a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors. If a quorum shall not be present at
any meeting of the board of directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
 
              (b)    No contract or transaction shall be void or voidable solely
because the contract or transaction is between the Corporation and one or more
of its directors or officers, or
 
 
                                       8
<PAGE>
 
between the Corporation and any other corporation, partnership, association, or
other organization in which one or more of its directors or officers are
directors or officers, or have a financial interest; nor shall any contract or
transaction be void or voidable solely because the director or officer is
present at or participates in the meeting of the board of directors or committee
thereof that authorizes the contract or transaction, or solely because his, her,
or their votes are counted for the purpose; if:
 
                     (i)   the material facts as to his or her relationship or
interest and as to the contract transaction are disclosed or are known to the
board of directors or the committee, and the board of directors or committee in
good faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum;
 
                     (ii)  the material facts as to his or her relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or
 
                     (iii) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved, or ratified by the board
of directors, a committee thereof, or the stockholders.
 
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or of a committee which authorizes
the contract or transaction.
 
      Section 3.5    COMMITTEES.
 
              (a)    The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees of the board of
directors, each committee to consist of one or more of the directors of the
Corporation, which, to the extent provided by law and in the resolution, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the Corporation. The committee or committees shall
have the name or names as may be determined from time to time by resolution
adopted by the board of directors.
 
              (b)    Unless the board of directors designates one or more
directors as alternate members of any committee, who may replace an absent or
disqualified member at any meeting of the committee, the members of any
committee present at any meeting and not disqualified from voting may, whether
or not they constitute a quorum, unanimously appoint another member of the board
of directors to act at the meeting in the place of any absent or disqualified
member of the committee. At meetings of any committee, a majority of the members
or alternate members of the committee shall constitute a quorum for the
transaction of business and the act of a majority of members or alternate
members present at any meeting at which there is a quorum shall be the act of
the committee.
 
              (c)    The committees shall keep regular minutes of their
proceedings.
 
 
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<PAGE>
 
 
      Section 3.6    ACTION OF DIRECTORS IN LIEU OF MEETING. Any action
required or permitted to be taken at any meeting of the board of directors or of
any committee thereof may be taken without a meeting if a written consent
thereto is signed by all members of the board or of the committee, as the case
may be, and the written consent is filed with the minutes of proceedings of the
board or committee.
 
      Section 3.7    ATTENDANCE VIA TELECOMMUNICATIONS. The members of the board
of directors or any committee thereof may participate in a meeting of the board
or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. The participation shall constitute presence in person at the meeting
for purposes of determining a quorum and for voting.
 
      Section 3.8    COMPENSATION. The directors may be paid their expenses of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as a
director. No payment shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like reimbursement and compensation for
attending committee meetings.
 
                                   ARTICLE IV
                           NOTICE - WAIVERS - MEETINGS
 
      Section 4.1    NOTICE, WHAT CONSTITUTES. Whenever written notice is
required to be given to any person under the provisions of the Certificate of
Incorporation, these Bylaws, or the General Corporation Law of the state of
Delaware, as amended from time to time (the "GCL"), it may be given to that
person, either personally or by sending a copy thereof through the mail, or by
telegraph, charges prepaid, or by facsimile or electronic transmission to his or
her address appearing on the books of the Corporation, or supplied by him or her
in writing to the Corporation for the purpose of notice. Except as otherwise
expressly set forth in the Certificate of Incorporation, these Bylaws, or the
GCL, if the notice is sent by mail it shall be deemed to have been given to the
person entitled thereto 48 hours after it is deposited in the United States
mail, postage prepaid, return receipt requested, or, if sent by telegraph or
electronic transmission, 24 hours after it is deposited with a telegraph office
for transmission to the person entitled thereto, or, if sent by facsimile or
electronic transmission, 12 hours after it has been transmitted to the person,
as the applicable case may be.
 
      Section 4.2    WAIVER OF NOTICE.
 
              (a)    Whenever any written notice is required to be given under
the provisions of the Certificate of Incorporation, these Bylaws, or the GCL, as
amended from time to time, a waiver thereof in writing, signed by the person or
persons entitled to the notice, whether before or after the time stated herein,
shall be deemed equivalent to the giving of the notice.
 
              (b)    Attendance of a person (in the case of a stockholder,
either in person or by proxy) at any meeting shall constitute a waiver of notice
of the meeting, except when a person attends a meeting for the express purpose
of objecting to the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened.
 
 
 
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                                   ARTICLE V
                                    OFFICERS
 
      Section 5.1    NUMBER, QUALIFICATIONS, AND RESIGNATION.  The officers of
the Corporation shall be chosen by the board of directors at its first meeting,
and thereafter after each annual meeting of the stockholders. The officers to be
elected shall include a president, a vice president, a secretary, and a
treasurer. The board of directors may also choose a chief executive officer and
one or more vice presidents and additional officers or assistant officers as it
may deem advisable. Any number of offices may be held by the same person, except
the offices of president and secretary. Officers may, but need not, be directors
or stockholders of the Corporation. The board of directors may elect from its
membership a chairman of the board of directors and a vice chairman of the board
of directors who shall be officers, but only executive officers if so determined
by the board of directors, of the Corporation.
 
      Section 5.2    TERM OF OFFICE.  The officers of the Corporation shall hold
office at the pleasure of the board of directors. Each officer shall hold his or
her office until his or her successor is elected and qualified or until his or
her earlier resignation or removal. Any officer may resign at any time upon
written notice to the Corporation. Any officer elected or appointed by the board
of directors may be removed at any time by the board of directors, with or
without cause. Any vacancy occurring in any office of the Corporation by death,
resignation, removal, or otherwise shall be filled by the board of directors.
 
      Section 5.3    SUBORDINATE OFFICERS, COMMITTEES, AND AGENTS.  The board of
directors may elect any other officers and appoint any committees, employees, or
other agents as it desires who shall hold their offices for the terms and shall
exercise the powers and perform the duties as shall be determined from time to
time by the board of directors to be required by the business of the
Corporation. The board of directors may delegate to any officer or committee the
power to elect subordinate officers and retain or appoint employees or other
agents.
 
      Section 5.4    THE PRESIDENT.  Unless the board of directors has
designated a chief executive officer pursuant to Section 5.10 hereof, the
president shall be the chief executive officer of the Corporation, shall have
general and active management of the business of the Corporation, and shall see
that all orders and resolutions of the board of directors are carried into
effect. The president shall execute on behalf of the Corporation and may affix
the seal or cause the seal to be affixed to all instruments requiring the
execution, except to the extent the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the Corporation.
 
      Section 5.5    VICE PRESIDENTS.  Vice presidents shall only be executive
officers or officers of the Corporation, and the Secretary and Treasurer shall
only be executive officers of the Corporation, if they are designated as such by
the board of directors. Each executive vice president shall (a) act under the
direction of the president and in the absence or disability of the president
shall perform the duties and exercise the powers of the president, and (b)
perform the other duties and have the other powers as the president or the board
of directors may from time to time prescribe. The board of directors may
designate one or more officers and may specify the order of seniority of the
officers, and in that event, the duties and powers of the president shall
descend to the officers in the specified order of seniority.
 
 
                                       11
<PAGE>
 
 
      Section 5.6    THE SECRETARY.  The secretary shall act under the direction
of the president. Subject to the direction of the president, the secretary shall
attend all meetings of the board of directors and all meetings of stockholders
and record the proceedings in a book to be kept for that purpose and shall
perform like duties for the committees designated by the board of directors when
required. The secretary shall give, or cause to be given, notice of all meetings
of stockholders and special meetings of the board of directors, and shall
perform the other duties as may be prescribed by the president or the board of
directors or as are incident to the secretary's office. The secretary shall keep
in safe custody the seal of the Corporation, if one exists, and cause it to be
affixed to any instrument requiring it.
 
      Section 5.7    THE ASSISTANT SECRETARIES.  The assistant secretaries in
the order of their seniority, unless otherwise determined by the president or
the board of directors, shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary. They shall perform
the other duties and have the other powers as the president or the board of
directors may from time to time prescribe.
 
      Section 5.8    THE TREASURER.  The treasurer shall act under the direction
of the president. Subject to the direction of the president, the treasurer shall
have the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in the depositories as may be designated by
the board of directors. The treasurer shall disburse the funds of the
Corporation as may be ordered by the president or the board of directors, taking
proper vouchers for the disbursements, and shall render to the president and the
board of directors, at its regular meetings, or when the board of directors so
requires, an account of all his or her transactions as treasurer and of the
financial condition of the Corporation. The treasurer shall perform such other
duties as may be prescribed by the president or the board of directors or as are
incident to his or her office.
 
      Section 5.9    THE ASSISTANT TREASURERS.  The assistant treasurers in the
order of their seniority, unless otherwise determined by the president or the
board of directors, shall, in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer. They shall perform
the other duties and have the other powers as the president or the board of
directors may from time to time prescribe.
 
      Section 5.10   THE CHIEF EXECUTIVE OFFICER.  The board of directors may
designate a chief executive officer who shall perform all other duties as from
time to time may be requested of him or her by the board of directors. In the
absence of the designation, the president shall serve as the chief executive
officer.
 
      Section 5.11   THE CHAIRMAN OF THE BOARD.  The chairman of the board of
directors, or in his or her absence, the president, shall preside at all
meetings of the stockholders and the board of directors, and shall perform all
other duties as may from time to time be requested of him or her by the board of
directors.
 
 
 
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<PAGE>
 
                                   ARTICLE VI
                              CERTIFICATES OF STOCK
 
      Section 6.1    ISSUANCE.  The interest of each stockholder in the
Corporation shall be evidenced by certificates for shares of stock. The share
certificates of the Corporation shall be numbered and registered in the share
ledger and transfer books of the Corporation as they are issued. They shall be
signed by the president or a vice president and by the secretary or an assistant
secretary or the treasurer or an assistant treasurer, and may bear the corporate
seal, which may be a facsimile, engraved, or imprinted, but where the
certificate is signed by a transfer agent or registrar, the signature of any
corporate officer upon the certificate may be a facsimile, engraved, or printed.
In case any officer who has signed or whose facsimile signature has been placed
upon any share certificate shall have ceased to be an officer because of death,
resignation, or otherwise before the certificate is issued, it may be issued by
the Corporation with the same effect as if the officer had not ceased to be an
officer because of death, resignation, or otherwise as of the date of its issue.
 
      Section 6.2    TRANSFERS.  Transfers of shares of the capital stock of the
Corporation shall be made on the books of the Corporation by the registered
owner thereof, or by his or her duly authorized attorney, with a transfer clerk
or transfer agent appointed as provided in Section 6.6 hereof, and upon
surrender of the certificate or certificates for the shares properly endorsed
and with all taxes thereon paid.
 
      Section 6.3    SHARE CERTIFICATES.  Certificates for shares of the
Corporation shall be in the form provided by statute and approved by the board
of directors. The share record books and the blank share certificate books shall
be kept by the secretary of the Corporation or by any agency designated by the
board of directors for that purpose. Every certificate exchanged or returned to
the Corporation shall be marked "Canceled," with the date of cancellation noted
thereon.
 
      Section 6.4    RECORD HOLDER OF SHARES.  The Corporation shall be entitled
to treat the person in whose name any share or shares of the Corporation stand
on the books of the Corporation as the absolute owner thereof, and shall not be
bound to recognize any equitable or other claim to, or interest in, the share or
shares on the part of any other person. However, if any transfer of shares is
made only for the purpose of furnishing collateral security, and that fact is
made known to the secretary of the Corporation, or to the Corporation's transfer
clerk or transfer agent, an entry of the transfer shall record that fact.
 
      Section 6.5    LOST, DESTROYED, MUTILATED, OR STOLEN CERTIFICATES.  The
holder of any shares of the Corporation shall immediately notify the Corporation
of any loss, destruction, mutilation, or theft of the certificate therefor, and
the board of directors may, in its discretion, cause a new certificate or
certificates to be issued to the holder, in case of mutilation of the
certificate, upon the surrender of the mutilated certificate, or, in case of
loss, destruction, or theft of the certificate, upon satisfactory proof of the
loss, destruction, or theft, and, if the board of directors shall so determine,
the submission of a properly executed lost security affidavit and indemnity
agreement, or the deposit of a bond in the form and in the sum, and with the
surety or sureties, as the board of directors directs.
 
 
 
                                       13
<PAGE>
 
 
      Section 6.6    TRANSFER AGENT AND REGISTRAR.  The board of directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars, and may require all certificates for shares to bear the signature or
signatures of any of them.
 
      Section 6.7    RECORD DATE.  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, the board of directors may fix, in advance,
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, unless
otherwise required by law: (a) in the case of determination of stockholders
entitled to vote at any meeting of stockholders or adjournment thereof, shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting; and (b) in the case of any other action, shall not be more than sixty
(60) days prior to such other action. If no record date is fixed, (x) 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 to be held; and (y)
the record date for determining stockholders for any other purpose shall be at
the close of business on the day on which the board of directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of directors may
fix a new record date for the adjourned meeting.
 
                                  ARTICLE VII
                            RIGHT TO INDEMNIFICATION
 
      Section 7.1    RIGHT TO INDEMNIFICATION.  The Corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit,
or proceeding, whether civil, criminal, administrative, or investigative (a
"proceeding"), by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation or of a
partnership, joint venture, trust, enterprise, or nonprofit entity, including
service with respect to employee benefit plans (an "indemnitee"), against all
liability and loss suffered and expenses (including attorneys' fees) reasonably
incurred by such indemnitee. The Corporation shall not be obligated to indemnify
an indemnitee (a) with respect to a proceeding (or part thereof) initiated or
brought voluntarily by such indemnitee and not by way of defense; (b) for any
amounts paid in settlement of an action indemnified against by the Corporation
without the proper written consent of the Corporation; or (c) in connection with
any event in which the indemnitee did not act in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Corporation.
 
      Section 7.2    PREPAYMENT OF EXPENSES.  The Corporation shall pay the
expenses (including attorneys' fees) incurred by an indemnitee in defending any
proceeding in advance of its final disposition; provided, however, that the
payment of expenses incurred by a director or
 
 
 
                                       14
<PAGE>
 
officer in advance of the final disposition of the proceeding shall be made only
upon receipt of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or officer is
not entitled to be indemnified under this Article VII or otherwise.
 
      Section 7.3    CLAIMS.  If a claim for indemnification or payment of
expenses under this Article VII is not paid within sixty (60) days after a
written claim therefor by the indemnitee has been received by the Corporation,
the indemnitee may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action the Corporation shall have the burden
of proving that the indemnitee was not entitled to the requested indemnification
or payment of expenses under applicable law.
 
      Section 7.4    NONEXCLUSIVITY OF RIGHTS.  The rights conferred on any
person by this Article VII shall not be exclusive of any other rights that such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or
disinterested directors, or otherwise.
 
      Section 7.5    OTHER INDEMNIFICATION.  The Corporation's obligation, if
any, to indemnify and advance expenses to any person who was or is serving at
its request as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, enterprise, or nonprofit entity shall be
reduced by any amount such person may collect as indemnification or advancement
from such other corporation, partnership, joint venture, trust, enterprise, or
nonprofit enterprise.
 
      Section 7.6    AMENDMENT OR REPEAL.  Any repeal or modification of the
foregoing provisions of this Article VII shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
 
                                  ARTICLE VIII
                                   AMENDMENTS
 
      In addition to any affirmative vote required by law, any alteration,
amendment, repeal, or rescission of any provision of these Bylaws may be adopted
(a) by the board of directors; or (b) by the stockholders only at an annual or
special meeting by the vote of the holders of record of at least 66 2/3% of the
combined voting power of the then outstanding shares of stock entitled to vote
generally in the election of directors, voting together as a single class.
 
                                   ARTICLE IX
                                  MISCELLANEOUS
 
      Section 9.1    RESERVES.  There may be set aside out of any funds of the
Corporation available for dividends the sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for the purchase of additional property, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any reserve.
 
 
                                       15
<PAGE>
 
 
      Section 9.2    AUTHORIZED SIGNER.  All checks or demands for money and
notes of the Corporation shall be signed by the officer or officers or the other
person or persons as the board of directors may from time to time designate by
resolution.
 
      Section 9.3    FISCAL YEAR.  The fiscal year of the Corporation shall be
fixed by resolution of the board of directors.
 
 
      Section 9.4    CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization, and the words
"Corporate Seal, Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed, affixed, or in any other manner reproduced.
 
      Section 9.5    SEVERABILITY.  If any provision of these Bylaws shall be
held to be invalid, illegal, or unenforceable for any reason whatsoever, the
validity, legality, and enforceability of the remaining provisions of these
Bylaws shall not in any way be affected or impaired thereby, and to the fullest
extent possible the provisions of these Bylaws shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal, or
unenforceable.
 
 
 
                                       16
<PAGE>
 
 
 
                                  Certification
 
 
 
      I hereby certify that the foregoing Bylaws were adopted at a meeting of
the board of directors on May 7, 2003.
 
 
 
                                         /s/ Wayne A. Pratt
                                         -------------------------------------
                                         Wayne A. Pratt, Secretary