EXHIBIT 3.2

                           AMENDED AND RESTATED BYLAWS

                                       OF

                             CAVCO INDUSTRIES, INC.

                                   ARTICLE I.
                                  CAPITAL STOCK

      SECTION 1. Share Ownership. Shares of the capital stock of Cavco
Industries, Inc., a Delaware corporation (the "Company"), shall be certificated;
provided, however, that the Board of Directors of the Company may provide by
resolution or resolutions that some or all classes or series of the Company's
stock may be uncertificated shares. Owners of shares of the capital stock of the
Company shall be recorded in the share transfer records of the Company and
ownership of such shares shall be evidenced by a certificate or book entry
notation in the share transfer records of the Company. Any certificates
representing such shares shall be signed by the Chairman of the Board, if there
is one, the President or a Vice President and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary and shall be sealed with the
seal of the Company, which signatures and seal may be facsimiles. In case any
officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Company with the same effect as if such person
were such officer at the date of its issuance.

      SECTION 2. Stockholders of Record. The Board of Directors of the Company
may appoint one or more transfer agents or registrars of any class of stock or
other security of the Company. The Company may be its own transfer agent if so
appointed by the Board of Directors. The Company shall be entitled to treat the
holder of record of any shares of the Company as the owner thereof for all
purposes, and shall not be bound to recognize any equitable or other claim to,
or interest in, such shares or any rights deriving from such shares, on the part
of any other person, including (but without limitation) a purchaser, assignee or
transferee, unless and until such other person becomes the holder of record of
such shares, whether or not the Company shall have either actual or constructive
notice of the interest of such other person.

      SECTION 3. Transfer of Shares. The shares of the capital stock of the
Company shall be transferable in the share transfer records of the Company by
the holder of record thereof, or his duly authorized attorney or legal
representative. All certificates representing shares surrendered for transfer,
properly endorsed, shall be canceled and new certificates for a like number of
shares shall be issued therefor. In the case of lost, stolen, destroyed or
mutilated certificates representing shares for which the Company has been
requested to issue new certificates, new certificates or other

                                      -1-


evidence of such new shares may be issued upon such conditions as may be
required by the Board of Directors or the Secretary or an Assistant Secretary
for the protection of the Company and any transfer agent or registrar.
Uncertificated shares shall be transferred in the share transfer records of the
Company upon the written instruction originated by the appropriate person to
transfer the shares.

      SECTION 4. Stockholders of Record and Fixing of Record Date. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive a
distribution by the Company (other than a distribution involving a purchase or
redemption by the Company of any of its own shares) or a share dividend, or in
order to make a determination of stockholders for any other proper purpose, the
Board of Directors may provide that the share transfer records shall be closed
for a stated period of not more than 60 days, and in the case of a meeting of
stockholders not less than ten days, immediately preceding the meeting, or it
may fix in advance a record date for any such determination of stockholders,
such date to be not more than 60 days, and in the case of a meeting of
stockholders not less than ten days, prior to the date on which the particular
action requiring such determination of stockholders is to be taken. If the share
transfer records are not closed and no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive a distribution (other than a
distribution involving a purchase or redemption by the Company of any of its own
shares) or a share dividend, the day next preceding the date on which notice of
the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such distribution or share dividend is adopted, as the case
may be, shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as herein provided, such determination shall apply to any
adjournment thereof except where the determination has been made through the
closing of the share transfer records and the stated period of closing has
expired.

                                   ARTICLE II.
                            MEETINGS OF STOCKHOLDERS

      SECTION 1. Place of Meetings. All meetings of stockholders shall be held
at the principal office of the Company, in the City of Phoenix, Arizona, or at
such other place within or without the State of Delaware as may be designated by
the Board of Directors or officer calling the meeting.

      SECTION 2. Annual Meeting. The annual meeting of the stockholders shall be
held on such date and at such time as shall be designated from time to time by
the Board of Directors or as may otherwise be stated in the notice of the
meeting. Failure to designate a time for the annual meeting or to hold the
annual meeting at the designated time shall not work a dissolution of the
Company.

                                      -2-


      SECTION 3. Special Meetings. Unless otherwise provided by the General
Corporation Law of the State of Delaware (the "DGCL"), by the Restated
Certificate of Incorporation of the Company or by any provisions established
pursuant thereto with respect to the rights of holders of one or more
outstanding series of the Company's preferred stock, special meetings of the
stockholders of the Company may be called at any time only by the Chairman of
the Board, if there is one, the Chief Executive Officer of the Company, if there
is one, the President, or by the Board of Directors pursuant to a resolution
approved by the affirmative vote of at least a majority of the members of the
Board of Directors, and no such special meeting may be called by any other
person or persons, including, without limitation, the holders of shares of the
Company's common stock.

      SECTION 4. Notice of Meeting. Written or printed notice of all meetings
stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten nor more than 60 days before the date of the
meeting, either personally or by mail, by or at the direction of the Chairman of
the Board, if there is one, the Chief Executive Officer, if there is one, the
President, the Secretary or the officer or person calling the meeting to each
stockholder of record entitled to vote at such meetings. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
postage prepaid, addressed to the stockholder at his address as it appears on
the share transfer records of the Company, with postage thereon prepaid.

      Any notice required to be given to any stockholder, under any provision of
the DGCL, the Restated Certificate of Incorporation of the Company or these
Bylaws, need not be given to a stockholder if notice of two consecutive annual
meetings and all notices of meetings held during the period between those annual
meetings, if any, or all (but in no event less than two) payments (if sent by
first class mail) of dividends or interest on securities during a 12-month
period have been mailed to that person, addressed at his address as shown on the
share transfer records of the Company, and have been returned undeliverable. Any
action or meeting taken or held without notice to such person shall have the
same force and effect as if the notice had been duly given. If such a person
delivers to the Company a written notice setting forth his then current address,
the requirement that notice be given to that person shall be reinstated.

      SECTION 5. Voting List. The officer or agent having charge of the share
transfer records for shares of the Company shall make, at least ten days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten days prior to such meeting, shall be kept on file at the principal
place of business of the Company and shall be subject to inspection by any
stockholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder during the whole time

                                      -3-


of the meeting. The original share transfer records shall be prima facie
evidence as to who are the stockholders entitled to examine such list or to vote
at any meeting of stockholders. Failure to comply with any requirements of this
Section 5 shall not affect the validity of any action taken at such meeting.

      SECTION 6. Voting; Proxies. Except as otherwise provided in the Restated
Certificate of Incorporation of the Company or as otherwise provided under the
DGCL, each holder of shares of capital stock of the Company entitled to vote
shall be entitled to one vote for each share standing in his name on the records
of the Company, either in person or by proxy executed in writing by him or by
his duly authorized attorney-in-fact. A proxy shall be revocable unless
expressly provided therein to be irrevocable and the proxy is coupled with an
interest sufficient in law to support an irrevocable power. At each election of
directors, every holder of shares of the Company entitled to vote shall have the
right to vote, in person or by proxy, the number of shares owned by him for as
many persons as there are directors to be elected, and for whose election he has
a right to vote, but in no event shall he be permitted to cumulate his votes for
one or more directors.

      SECTION 7. Quorum and Vote of Stockholders. Except as otherwise provided
by law, the Restated Certificate of Incorporation of the Company or these
Bylaws, the holders of a majority of shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders, but,
if a quorum is not represented, a majority in interest of those represented may
adjourn the meeting from time to time. Directors shall be elected by a plurality
of the votes cast by the holders of shares entitled to vote in the election of
directors at a meeting of stockholders at which a quorum is present. With
respect to each matter other than the election of directors as to which no other
voting requirement is specified by law, the Restated Certificate of
Incorporation of the Company or in this Section 7, the affirmative vote of the
holders of a majority of the shares entitled to vote on that matter and
represented in person or by proxy at a meeting at which a quorum is present
shall be the act of the stockholders. With respect to a matter submitted to a
vote of the stockholders as to which a stockholder approval requirement is
applicable under the stockholder approval policy of the Nasdaq National Market,
or any provision of the Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code"), in each case for which no higher voting requirement is specified
by law, the Restated Certificate of Incorporation of the Company or these
Bylaws, the affirmative vote of the holders of a majority of the shares entitled
to vote on, and voted for or against, that matter at a meeting at which a quorum
is present shall be the act of the stockholders, provided that approval of such
matter shall also be conditioned on any more restrictive requirement of such
stockholder approval policy or Internal Revenue Code provision, as applicable,
being satisfied. With respect to the approval of independent public accountants
(if submitted for a vote of the stockholders), the affirmative vote of the
holders of a majority of the shares entitled to vote on, and voted for or
against, that matter at a meeting of stockholders at which a quorum is present
shall be the act of the stockholders.

                                      -4-


      SECTION 8. Presiding Officer and Conduct of Meetings. The Chairman of the
Board, if there is one, or in his absence, the Chief Executive Officer, if there
is one, or in his absence, the President shall preside at all meetings of the
stockholders or, if such officers are not present at a meeting, by such other
person as the Board of Directors shall designate or if no such person is
designated by the Board of Directors, the most senior officer of the Company
present at the meeting. The Secretary of the Company, if present, shall act as
secretary of each meeting of stockholders; if he is not present at a meeting,
then such person as may be designated by the presiding officer shall act as
secretary of the meeting. Meetings of stockholders shall follow reasonable and
fair procedure. Subject to the foregoing, the conduct of any meeting of
stockholders and the determination of procedure and rules shall be within the
absolute discretion of the officer presiding at such meeting (the "Chairman of
the Meeting"), and there shall be no appeal from any ruling of the Chairman of
the Meeting with respect to procedure or rules. Accordingly, in any meeting of
stockholders or part thereof, the Chairman of the Meeting shall have the sole
power to determine appropriate rules or to dispense with theretofore prevailing
rules. Without limiting the foregoing, the following rules shall apply:

            (a)   if disorder should arise which prevents continuation of the
      legitimate business of the meeting, the Chairman of the Meeting may
      announce the adjournment of the meeting; and upon so doing, the meeting
      shall be immediately adjourned.

            (b)   The Chairman of the Meeting may ask or require that anyone not
      a bona fide stockholder or proxy leave the meeting.

            (c)   A resolution or motion proposed by a stockholder shall only be
      considered for vote of the stockholders if it meets the criteria of
      Article II, Section 9 (Proper Business - Annual Meeting of Stockholders)
      or Article II, Section 10 (Proper Business - Special Meeting of
      Stockholders), as the case may be. The Chairman of the Meeting may propose
      any resolution or motion for vote of the stockholders.

            (d)   The order of business at all meetings of stockholders shall be
      determined by the Chairman of the Meeting.

            (e)   The Chairman of the Meeting may impose any reasonable limits
      with respect to participation in the meeting by stockholders, including,
      but not limited to, limits on the amount of time taken up by the remarks
      or questions of any stockholder, limits on the number of questions per
      stockholder and limits as to the subject matter and timing of questions
      and remarks by stockholders.

                                      -5-


            (f)   Before any meeting of stockholders, the Board of Directors (i)
      shall appoint three persons other than nominees for office to act as
      inspectors of election at the meeting or its adjournment and (ii) may
      designate one or more alternate inspectors to replace any inspector who
      fails to act. If no inspector or alternate is able to act at a meeting of
      stockholders, the Chairman of the Meeting shall appoint one or more, up to
      a maximum of three, inspectors of election to act at the meeting of the
      stockholders.

            The duties of the inspectors shall be to:

                  (i)   determine the number of shares outstanding and the
            voting power of each such share, the shares represented at the
            meeting, the existence of a quorum, and the authenticity, validity
            and effect of proxies and ballots;

                  (ii)  receive votes or ballots;

                  (iii) hear and determine all challenges and questions in any
            way arising in connection with the vote and retain for a reasonable
            period a record of the disposition of any challenges made to any
            determination by the inspectors;

                  (iv)  count and tabulate all votes and ballots;

                  (v)   report and certify to the Board of Directors the results
            based on the information assembled by the inspectors; and

                  (vi)  do any other acts that may be proper to conduct the
            election or vote with fairness to all stockholders.

            (g)   Each inspector of election, before entering upon the discharge
      of the duties of inspector, shall take and sign an oath faithfully to
      execute the duties of inspector with strict impartiality and according to
      the best of such inspector's ability.

            (h)   In determining the validity and counting of proxies and
      ballots, the inspectors of election shall be limited to an examination of
      the items specifically allowed by Section 231(d) of the DGCL.

      All determinations of the Chairman of the Meeting shall be conclusive
unless a matter is determined otherwise upon motion duly adopted by the
affirmative vote of the holders of at least 80% of the voting power of the
shares of capital stock of the

                                      -6-


Company entitled to vote in the election of directors held by stockholders
present in person or represented by proxy at such meeting.

      SECTION 9. Proper Business - Annual Meeting of Stockholders. At any annual
meeting of stockholders, only such business shall be conducted as shall be a
proper subject for the meeting and shall have been properly brought before the
meeting. To be properly brought before an annual meeting of stockholders,
business (other than business relating to any nomination of directors, which is
governed by Article III, Section 4 of these Bylaws) must (a) be specified in the
notice of such meeting (or any supplement thereto) given by or at the direction
of the Board of Directors (or any duly authorized committee thereof), (b)
otherwise be properly brought before the meeting by or at the direction of the
Chairman of the Meeting or the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise (i) be properly requested to be brought
before the meeting by a stockholder of record entitled to vote in the election
of directors generally, in compliance with the provisions of this Section 9 and
(ii) constitute a proper subject to be brought before such meeting. For business
to be properly brought before an annual meeting of stockholders, any stockholder
who intends to bring any matter (other than a matter relating to any nomination
of directors, which is governed by Article III, Section 4 of these Bylaws)
before an annual meeting of stockholders and is entitled to vote on such matter
must deliver written notice of such stockholder's intent to bring such matter
before the annual meeting of stockholders, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Company. Such
notice must be received by the Secretary not less than 90 days nor more than 180
days prior to the date on which the immediately preceding year's annual meeting
of stockholders was held. In no event shall the public disclosure of an
adjournment of an annual meeting of stockholders commence a new time period for
the giving of a stockholder's notice as described above.

      To be in proper written form, a stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting of stockholders (a) a brief description of the business desired
to be brought before the meeting and the reasons for conducting such business at
the meeting, (b) the name and address, as they appear on the Company's books and
records, of the stockholder proposing such business, (c) evidence, reasonably
satisfactory to the Secretary of the Company, of such stockholder's status as
such and of the number of shares of each class of capital stock of the Company
of which such stockholder is the beneficial owner, (d) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names and the number of shares beneficially owned by
them) in connection with the proposal of such business by such stockholder and
any material interest of such stockholder in such business and (e) a
representation that such stockholder intends to appear in person or by proxy at
the annual meeting to bring such business before the meeting. No business shall
be conducted at an annual meeting of stockholders (other than business relating
to the election of directors, which is governed by Article III, Section 4 of
these Bylaws) unless it shall have been brought before the meeting in accordance
with the procedures set forth in this Section 9.

                                      -7-


Beneficial ownership shall be determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). When used in
these Bylaws, "person" has the meaning ascribed to such term in Section 2(a)(2)
of the Securities Act of 1933, as amended, unless the context otherwise
requires.

      Within 30 days after such stockholder shall have submitted the aforesaid
items, the Secretary or the Board of Directors of the Company shall determine
whether the proposed business has been properly requested to be brought before
the annual meeting of stockholders and shall notify such stockholder in writing
of its determination. If such stockholder fails to submit a required item in the
form or within the time indicated, or if the Secretary or the Board of Directors
of the Company determines that the proposed business otherwise has not been
properly requested, then such proposal by such stockholder shall not be voted
upon by the stockholders of the Company at such annual meeting of stockholders.
The Chairman of the Meeting shall, if the facts warrant, determine and declare
to the meeting that a proposal made by a stockholder of the Company pursuant to
this Section 9 was not made in accordance with the procedures prescribed by
these Bylaws, and if he should so determine, he shall so declare to the meeting
and the defective proposal shall be disregarded.

      Nothing in this Section 9 shall be interpreted or construed to require the
inclusion of information about any such proposal in any proxy statement
distributed by, at the direction of, or on behalf of the Board of Directors of
the Company.

      SECTION 10. Proper Business - Special Meeting of Stockholders. At any
special meeting of stockholders, only such business shall be conducted as shall
have been stated in the notice of such meeting or shall otherwise have been
properly brought before the meeting by or at the direction of the Chairman of
the Meeting or the Board of Directors (or any duly authorized committee
thereof).

      SECTION 11. Action by Written Consent. No action required to be taken or
that may be taken at any annual or special meeting of the stockholders of the
Company may be taken without a meeting, and the power of the stockholders of the
Company to consent in writing to the taking of any action by written consent
without a meeting is specifically denied.

                                  ARTICLE III.
                                    DIRECTORS

      SECTION 1. General. The business and affairs of the Company shall be
managed by or under the direction of the Board of Directors. In addition to the
authority and powers conferred on the Board of Directors by the DGCL or by the
Restated Certificate of Incorporation of the Company, the Board of Directors is
authorized and empowered to exercise all such powers and do all such acts and
things as may be exercised or done by the Company, subject to the provisions of
the DGCL,

                                      -8-


the Restated Certificate of Incorporation of the Company and these Bylaws;
provided, however, that no Bylaws hereafter adopted, or any amendments thereto,
shall invalidate any prior act of the Board of Directors that would have been
valid if such Bylaws or amendment had not been adopted.

      SECTION 2. Classification of Board of Directors; Qualifications. The
number of directors which shall constitute the whole Board of Directors shall be
fixed in the manner provided in the Restated Certificate of Incorporation of the
Company. As provided in Article Fifth of the Restated Certificate of
Incorporation of the Company, effective upon and commencing as of the date
specified in paragraph (b) of such Article Fifth (such date hereinafter referred
to as the "Classification Date"), the directors, other than those who may be
elected by the holders of any series of Preferred Stock, shall be divided into
three classes: Class I, Class II and Class III.

      At each annual election on or after the Classification Date, the directors
chosen to succeed those whose terms then expire shall be 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 another class in
order more nearly to achieve equality of number of directors among the classes.

      Notwithstanding the provision in Article Fifth of the Restated Certificate
of Incorporation of the Company to the effect that, commencing as of the
Classification Date, the three classes of directors 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 shall
nevertheless continue as a director of the class of which he or she is a member
until the expiration of his or her current term, or his or her prior death,
resignation, disqualification or removal.

      No decrease in the number of directors constituting the Board of Directors
shall shorten the term of any incumbent director.

      Unless the Board of Directors otherwise determines in its sole discretion,
no person shall continue to serve as a member of the Board of Directors if the
director ceases for any reason to hold the principal employment or position he
or she held at the time first elected to the Board of Directors and does not
secure a comparable employment or position, as determined in the sole judgment
of the Board of Directors, within one year thereof.

      No person who is also an employee of the Company or one of its corporate
affiliates shall continue to serve as a member of the Board of Directors after
his or her retirement, termination or material downward change in status in the
Company, as determined in the sole judgment of the Board of Directors.

                                      -9-


      The Board of Directors may waive any qualification set forth above in this
Section 2 if it determines that the director has special skill, experience or
distinction having value to the Company that is not readily available or
transferable. Any such waiver shall be made by a majority of the Board of
Directors, excluding the director whose disqualification is being waived.

      Any vacancies on the Board of Directors resulting from the
disqualification of a director by virtue of the above qualifications may be
filled as provided in Section 3 of this Article III.

      The above qualifications and limitations notwithstanding, each director
shall serve until his successor shall have been duly elected and qualified,
unless he or she shall resign, become disqualified, disabled or shall otherwise
be removed.

      SECTION 3. Newly Created Directorships and Vacancies. Newly created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation, removal,
disqualification or other cause shall be filled by the affirmative vote of a
majority of the remaining directors then in office, even though less than a
quorum of the Board of Directors. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of the
class of directors in which the new directorship was created or the vacancy
occurred and until that director's successor shall have been elected and
qualified or until his earlier death, resignation or removal.

      SECTION 4. Nomination of Directors. Nominations for the election of
directors may be made by the Board of Directors or by any stockholder (each, a
"Nominator") entitled to vote in the election of directors. Such nominations,
other than those made by the Board of Directors, shall be made in writing
pursuant to timely notice delivered to or mailed and received by the Secretary
of the Company as set forth in this Section 4. To be timely in connection with
an annual meeting of stockholders, a Nominator's notice, setting forth the name
and address of the person to be nominated, shall be delivered to or mailed and
received at the principal executive offices of the Company not less than 90 days
nor more than 180 days prior to the date on which the immediately preceding
year's annual meeting of stockholders was held. To be timely in connection with
any election of a director at a special meeting of the stockholders, a
Nominator's notice, setting forth the name of the person to be nominated, shall
be delivered to or mailed and received at the principal executive offices of the
Company not less than 40 days nor more than 60 days prior to the date of such
meeting; provided, however, that in the event that less than 47 days' notice or
prior public disclosure of the date of the special meeting of the stockholders
is given or made to the stockholders, the Nominator's notice to be timely must
be so received not later than the close of business on the seventh day following
the day on which such notice of date of the meeting was mailed or such public
disclosure was made. At such time, the Nominator shall also submit written
evidence, reasonably satisfactory to the Secretary of the Company, that

                                      -10-


the Nominator is a stockholder of the Company and shall identify in writing (a)
the name and address of the Nominator, (b) the number of shares of each class of
capital stock of the Company owned beneficially by the Nominator, (c) the name
and address of each of the persons with whom the Nominator is acting in concert,
(d) the number of shares of capital stock beneficially owned by each such person
with whom the Nominator is acting in concert and (e) a description of all
arrangements or understandings between the Nominator and each nominee and any
other persons with whom the Nominator is acting in concert pursuant to which the
nomination or nominations are to be made. At such time, the Nominator shall also
submit in writing (i) the information with respect to each such proposed nominee
that would be required to be provided in a proxy statement prepared in
accordance with Regulation 14A under the Exchange Act and (ii) a notarized
affidavit executed by each such proposed nominee to the effect that, if elected
as a member of the Board of Directors, he will serve and that he is eligible for
election as a member of the Board of Directors. Within 30 days (or such shorter
time period that may exist prior to the date of the meeting) after the Nominator
has submitted the aforesaid items to the Secretary of the Company, the Secretary
of the Company shall determine whether the evidence of the Nominator's status as
a stockholder submitted by the Nominator is reasonably satisfactory and shall
notify the Nominator in writing of his determination. The failure of the
Secretary of the Company to find such evidence reasonably satisfactory, or the
failure of the Nominator to submit the requisite information in the form or
within the time indicated, shall make the person to be nominated ineligible for
nomination at the meeting at which such person is proposed to be nominated. The
Chairman of the Meeting 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 Bylaws, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded. Beneficial
ownership shall be determined in accordance with Rule 13d-3 under the Exchange
Act.

      SECTION 5. Place of Meetings and Meetings by Telephone. Meetings of the
Board of Directors may be held either within or without the State of Delaware,
at whatever place is specified by the officer calling the meeting. Meetings of
the Board of Directors may also be held by means of conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in such a meeting by means of
conference telephone or other communications equipment shall constitute presence
in person at such meeting, except where a director participates in a meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened. In the absence of
specific designation by the officer calling the meeting, the meetings shall be
held at the principal office of the Company.

      SECTION 6. Regular Meetings. The Board of Directors shall meet each year
immediately following the annual meeting of the stockholders for the transaction
of such business as may properly be brought before the meeting. The Board of
Directors

                                      -11-


shall also meet regularly at such other times as shall be designated by the
Board of Directors. No notice of any kind to either existing or newly elected
members of the Board of Directors for such annual or regular meetings shall be
necessary.

      SECTION 7. Special Meetings. Special meetings of the Board of Directors
may be held at any time upon the call of the Chairman of the Board, if there is
one, the Chief Executive Officer, if there is one, the President or the
Secretary of the Company or a majority of the directors then in office. Notice
shall be sent by mail, facsimile or telegram to the last known address of the
director at least two days before the meeting, or oral notice may be substituted
for such written notice if received not later than the day preceding such
meeting. Notice of the time, place and purpose of such meeting may be waived in
writing before or after such meeting, and shall be equivalent to the giving of
notice. Attendance of a director at such meeting shall also constitute a waiver
of notice thereof, except where he attends for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened. Except as otherwise provided by these Bylaws,
neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

      SECTION 8. Quorum and Voting. Except as otherwise provided by law, a
majority of the number of directors fixed in the manner provided in the Restated
Certificate of Incorporation of the Company shall constitute a quorum for the
transaction of business. Except as otherwise provided by law, the Restated
Certificate of Incorporation of the Company or these Bylaws, the affirmative
vote 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. Any regular or special
meeting of the Board of Directors may be adjourned from time to time by those
present, whether a quorum is present or not.

      SECTION 9. Compensation. Directors shall receive such compensation for
their services as shall be determined by the Board of Directors.

      SECTION 10. Removal. No director of the Company may be removed from office
as a director by vote or other action of the stockholders or otherwise except
for cause, and then only by the affirmative vote of the holders of at least a
majority of the voting power of all outstanding shares of capital stock of the
Company generally entitled to vote in the election of directors, voting together
as a single class.

      Except as applicable law otherwise provides, cause for the removal of a
director shall be deemed to exist only if the director whose removal is
proposed: (i) has been convicted, or has been granted immunity to testify in any
proceeding in which another has been convicted, of a felony by a court of
competent jurisdiction and that conviction is no longer subject to direct
appeal; (ii) has been found to have been negligent or guilty of misconduct in
the performance of his duties to the Company in any matter of substantial
importance to the Company by (A) the affirmative vote of at least 80%

                                      -12-


of the directors then in office at any meeting of the Board of Directors called
for that purpose or (B) a court of competent jurisdiction; or (iii) has been
adjudicated by a court of competent jurisdiction to be mentally incompetent,
which mental incompetency directly affects his ability to serve as a director of
the Company.

      Notwithstanding the foregoing, whenever holders of outstanding shares of
one or more series of Preferred Stock are entitled to elect members of the Board
of Directors pursuant to a resolution of the Board of Directors providing for
the establishment of any series of Preferred Stock, any such director of the
Company so elected may be removed in accordance with the provisions of the
Restated Certificate of Incorporation of the Company or such resolution.

      No proposal by a stockholder to remove a director of the Company,
regardless of whether such director was elected by holders of outstanding shares
of any series of Preferred Stock (or elected by such directors to fill a
vacancy), shall be voted upon at an annual meeting of the stockholders unless
such stockholder shall have delivered or mailed in a timely manner (as set forth
in this Section 10) and in writing to the Secretary of the Company (a) notice of
such proposal, (b) a statement of the grounds, if any, on which such director is
proposed to be removed, (c) evidence, reasonably satisfactory to the Secretary
of the Company, of such stockholder's status as such and of the number of shares
of each class of the capital stock of the Company beneficially owned by such
stockholder, (d) a list of the names and addresses of other beneficial owners of
shares of the capital stock of the Company, if any, with whom such stockholder
is acting in concert, and of the number of shares of each class of the capital
stock of the Company beneficially owned by each such beneficial owner and (e) an
opinion of counsel, which counsel and the form and substance of which opinion
shall be reasonably satisfactory to the Board of Directors of the Company
(excluding the director proposed to be removed), to the effect that, if adopted
at a duly called special or annual meeting of the stockholders of the Company by
the required vote as set forth in the first paragraph of this Section 10, such
removal would not be in violation of the laws of the State of Delaware, the
Restated Certificate of Incorporation of the Company or these Bylaws. To be
timely in connection with an annual meeting of stockholders, a stockholder's
notice and other aforesaid items shall be delivered to or mailed and received at
the principal executive offices of the Company not less than 90 nor more than
180 days prior to the date on which the immediately preceding year's annual
meeting of stockholders was held. Within 30 days after such stockholder shall
have delivered the aforesaid items to the Secretary of the Company, the
Secretary and the Board of Directors of the Company shall respectively determine
whether the items to be ruled upon by them are reasonably satisfactory and shall
notify such stockholder in writing of their respective determinations. If such
stockholder fails to submit a required item in the form or within the time
indicated, or if the Secretary or the Board of Directors of the Company
determines that the items to be ruled upon by them are not reasonably
satisfactory, then such proposal by such stockholder may not be voted upon by
the stockholders of the Company at such annual meeting of the stockholders. The

                                      -13-


Chairman of the Meeting shall, if the facts warrant, determine and declare to
the meeting that a proposal to remove a director of the Company was not made in
accordance with the procedures prescribed by these Bylaws, and if he should so
determine, he shall so declare to the meeting and the defective proposal shall
be disregarded. Beneficial ownership shall be determined as specified in
accordance with Rule 13d-3 under the Exchange Act.

      No proposal by a stockholder to remove a director of the Company,
regardless of whether such director was elected by holders of outstanding shares
of any series of Preferred Stock (or elected by such directors to fill a
vacancy), shall be voted upon at a special meeting of the stockholders.

      SECTION 11. Executive and Other Committees. The Board of Directors, by
resolution or resolutions adopted by a majority of the full Board of Directors,
may designate one or more members of the Board of Directors to constitute an
Executive Committee, and one or more other committees, which shall in each case
consist of such number of directors as the Board of Directors may determine from
time to time. Subject to such restrictions as may be contained in the Company's
Restated Certificate of Incorporation or that may be imposed by the DGCL, any
such committee shall have and may exercise such powers and authority of the
Board of Directors in the management of the business and affairs of the Company
as the Board of Directors may determine by resolution and specify in the
respective resolutions appointing them, and may authorize the seal of the
Company to be affixed to all papers which may require it; but no such committee
shall have the power or authority in reference to the following matters: (a)
approving or adopting, or recommending to the stockholders of the Company, any
action or matter expressly required by the DGCL to be submitted to the
stockholders for approval or (b) adopting, amending or repealing any Bylaw of
the Company. Each duly authorized action taken with respect to a given matter by
any such duly appointed committee of the Board of Directors shall have the same
force and effect as the action of the full Board of Directors and shall
constitute for all purposes the action of the full Board of Directors with
respect to such matter.

      The Board of Directors shall have the power at any time to change the
membership of any such committee and to fill vacancies in it. A majority of the
members of any such committee shall constitute a quorum. The Board of Directors
shall name a chairman at the time it designates members to a committee. Each
such committee shall appoint such subcommittees and assistants as it may deem
necessary. Except as otherwise provided by the Board of Directors, meetings of
any committee shall be conducted in accordance with the provisions of Sections 5
and 7 of this Article III, as the same shall from time to time be amended. Any
member of any such committee elected or appointed by the Board of Directors may
be removed by the Board of Directors whenever in its judgment the best interests
of the Company will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the

                                      -14-


person so removed. Election or appointment of a member of a committee shall not
of itself create contract rights.

                                   ARTICLE IV.
                                    OFFICERS

      SECTION 1. Officers. The officers of the Company shall consist of a
President and a Secretary and such other officers and agents as the Board of
Directors may from time to time elect or appoint. The Board of Directors may
delegate to the Chairman of the Board, if there is one, or the Chief Executive
Officer, if there is one, the authority to appoint additional officers and
agents of the Company. Each officer shall hold office until his successor shall
have been duly elected or appointed and shall qualify or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. Any two or more offices may be held by the same person. Except for the
Chairman of the Board, if any, no officer need be a director.

      SECTION 2. Vacancies; Removal. Whenever any vacancies shall occur in any
office by death, resignation, increase in the number of offices of the Company,
or otherwise, the officer so elected shall hold office until his successor is
chosen and qualified. The Board of Directors may at any time remove any officer
of the Company, whenever in its judgment the best interests of the Company will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights.

      SECTION 3. Powers and Duties of Officers. The officers of the Company
shall have such powers and duties as generally pertain to their offices as well
as such powers and duties as from time to time shall be conferred by the Board
of Directors. The Secretary shall have the duty to record the proceedings of the
meetings of the stockholders and directors in a book to be kept for that
purpose.

                                   ARTICLE V.
                                 INDEMNIFICATION

      SECTION 1. General. The Company shall, to the fullest extent permitted by
applicable law in effect on the date of effectiveness of these Bylaws, and to
such greater extent as applicable law may thereafter permit, indemnify and hold
Indemnitee (as this and all other capitalized words used in this Article V not
previously defined in these Bylaws are defined in Article V, Section 16
(Definitions)) harmless from and against any and all losses, liabilities,
claims, damages and, subject to Article V, Section 2 (Expenses), all Expenses
whatsoever arising out of any event or occurrence related to the fact that
Indemnitee is or was a director or officer of the Company or is or was serving
in another Corporate Status.

                                      -15-


      SECTION 2. Expenses. If Indemnitee is, by reason of his Corporate Status,
a party to and is successful, on the merits or otherwise, in any Proceeding, he
shall be indemnified against all Expenses actually and reasonably incurred by
him or on his behalf in connection therewith. If Indemnitee is not wholly
successful in such Proceeding but is successful, on the merits or otherwise, as
to any Matter in such Proceeding, the Company shall indemnify Indemnitee against
all Expenses actually and reasonably incurred by him or on his behalf relating
to such Matter. The termination of any Matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
Matter. To the extent that the Indemnitee is, by reason of his Corporate Status,
a witness in any Proceeding, he shall be indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection
therewith.

      SECTION 3. Advances. In the event of any threatened or pending action,
suit or proceeding in which Indemnitee is a party or is involved and that may
give rise to a right of indemnification under this Article V, following written
request to the Company by Indemnitee, the Company shall promptly pay to
Indemnitee amounts to cover all Expenses reasonably incurred by Indemnitee in
such proceeding in advance of its final disposition upon the receipt by the
Company of (i) a written undertaking executed by or on behalf of Indemnitee
providing that Indemnitee will repay the advance if it shall ultimately be
determined that Indemnitee is not entitled to be indemnified by the Company as
provided in these Bylaws and (ii) satisfactory evidence as to the amount of such
expenses.

      SECTION 4. Repayment of Advances or Other Expenses. Indemnitee shall be
obligated to reimburse the Company for all expenses paid by the Company in
defending any civil, criminal, administrative or investigative action, suit or
proceeding against Indemnitee in the event and only to the extent that it shall
be determined pursuant to the provisions of this Article V or by final judgment
or other final adjudication under the provisions of any applicable law that
Indemnitee is not entitled to be indemnified by the Company for such expenses.

      SECTION 5. Request for Indemnification. To obtain indemnification,
Indemnitee shall submit to the Secretary of the Company a written claim or
request. Such written claim or request shall contain sufficient information to
reasonably inform the Company about the nature and extent of the indemnification
or advance sought by Indemnitee. The Secretary of the Company shall promptly
advise the Board of Directors of such request.

      SECTION 6. Determination of Entitlement; No Change of Control. If there
has been no Change of Control at the time the request for indemnification is
submitted, Indemnitee's entitlement to indemnification shall be determined in
accordance with Section 145(d) of the DGCL. If entitlement to indemnification is
to be determined by independent Counsel, the Company shall furnish notice to
Indemnitee within ten days

                                      -16-


after receipt of the request for indemnification, specifying the identity and
address of Independent Counsel. The Indemnitee may, within fourteen days after
receipt of such written notice of selection, deliver to the Company a written
objection to such selection. Such objection may be asserted only on the ground
that the Independent Counsel so selected does not meet the requirements of
Independent Counsel and the objection shall set forth with particularity the
factual basis for such assertion. If there is an objection to the selection of
Independent Counsel, either the Company or Indemnitee may petition the Court for
a determination that the objection is without a reasonable basis and/or for the
appointment of Independent Counsel selected by the Court.

      SECTION 7. Determination of Entitlement; Change of Control. If there has
been a Change of Control at the time the request for indemnification is
submitted, Indemnitee's entitlement to indemnification shall be determined in a
written opinion by Independent Counsel selected by Indemnitee. Indemnitee shall
give the Company written notice advising of the identity and address of the
Independent Counsel so selected. The Company may, within seven days after
receipt of such written notice of selection, deliver to the Indemnitee a written
objection to such selection. Indemnitee may, within five days after the receipt
of such objection from the Company, submit the name of another Independent
Counsel and the Company may, within seven days after receipt of such written
notice of selection, deliver to the Indemnitee a written objection to such
selection. Any objections referred to in this Section 7 may be asserted only on
the ground that the Independent Counsel so selected does not meet the
requirements of independent Counsel and such objection shall set forth with
particularity the factual basis for such assertion. Indemnitee may petition the
Court for a determination that the Company's objection to the first and/or
second selection of independent Counsel is without a reasonable basis and/or for
the appointment as Independent Counsel of a person selected by the Court.

      SECTION 8. Procedures of Independent Counsel. If a Change of Control shall
have occurred before the request for indemnification is sent by Indemnitee,
Indemnitee shall be presumed (except as otherwise expressly provided in this
Article V) to be entitled to indemnification upon submission of a request for
indemnification in accordance with Article V, Section 5 (Request for
Indemnification), and thereafter the Company shall have the burden of proof to
overcome the presumption in reaching a contrary determination. The presumption
shall be used by Independent Counsel as a basis for a determination of
entitlement to indemnification unless the Company provides information
sufficient to overcome such presumption by clear and convincing evidence or the
investigation, review and analysis of Independent Counsel convinces him by clear
and convincing evidence that the presumption should not apply.

      Except in the event that the determination of entitlement to
indemnification is to be made by Independent Counsel, if the person or persons
empowered under Article V, Section 6 (Determination of Entitlement; No Change of
Control) or Section 7 (Determination of Entitlement; Change of Control) to
determine entitlement to

                                      -17-


indemnification shall not have made and furnished to Indemnitee in writing a
determination within 60 days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall be
deemed to have been made and Indemnitee shall be entitled to such
indemnification unless Indemnitee knowingly misrepresented a material fact in
connection with the request for indemnification or such indemnification is
prohibited by applicable law. The termination of any Proceeding or of any Matter
therein, by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not (except as otherwise expressly provided
in this Article V) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the Company, or with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his conduct was unlawful. A
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
of the Company shall be deemed to have acted in a manner not opposed to the best
interests of the Company.

      For purposes of any determination hereunder, a person shall be deemed to
have acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, or, with respect to any criminal
action or Proceeding, to have had no reasonable cause to believe his conduct was
unlawful, if his action is based on the records or books of account of the
Company or another enterprise or on information supplied to him by the officers
of the Company or another enterprise in the course of their duties or on the
advice of legal counsel for the Company or another enterprise or on information
or records given or reports made to the Company or another enterprise by an
independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the Company or another enterprise. The term
"another enterprise" as used in this Section shall mean any other company or any
partnership, limited liability company, association, joint venture, trust,
employee benefit plan or other enterprise of which such person is or was serving
at the request of the Company as a director, officer, employee or agent. The
provisions of this paragraph shall not be deemed to be exclusive or to limit in
any way the circumstances in which an Indemnitee may be deemed to have met the
applicable standards of conduct for determining entitlement to rights under this
Article V.

      SECTION 9. Independent Counsel Expenses. The Company shall pay any and all
reasonable fees and expenses of Independent Counsel incurred acting pursuant to
this Article V and in any proceeding to which it is a party or witness in
respect of its investigation and written report and shall pay all reasonable
fees and expenses incident to the procedures in which such Independent Counsel
was selected or appointed. No Independent Counsel may serve if a timely
objection has been made to his selection until a Court has determined that such
objection is without a reasonable basis.

                                      -18-


      SECTION 10. Adjudication. In the event that (i) a determination is made
pursuant to Article V, Section 6 (Determination of Entitlement; No Change of
Control) or Section 7 (Determination of Entitlement; Change of Control) that
Indemnitee is not entitled to indemnification under this Article V; (ii)
advancement of Expenses is not timely made pursuant to Article V, Section 3
(Advances); (iii) Independent Counsel has not made and delivered a written
opinion determining the request for indemnification (a) within ninety days after
being appointed by the Court, (b) within ninety days after objections to his
selection have been overruled by the Court or (c) within ninety days after the
time for the Company or Indemnitee to object to his selection; or (iv) payment
of indemnification is not made within five days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Article V, Section 6 (Determination of Entitlement; No Change of
Control), Section 7 (Determination of Entitlement; Change of Control) or Section
8 (Procedures of Independent Counsel), Indemnitee shall be entitled to an
adjudication in an appropriate court of the State of Delaware, or in any other
court of competent jurisdiction, of his entitlement to such indemnification or
advancement of Expenses. In the event that a determination shall have been made
that Indemnitee is not entitled to indemnification, any judicial proceeding or
arbitration commenced pursuant to this Section 10 shall be conducted in all
respects as a de novo trial on the merits and Indemnitee shall not be prejudiced
by reason of that adverse determination. If a Change of Control shall have
occurred, in any judicial proceeding commenced pursuant to this Section 10, the
Company shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be. If a
determination shall have been made or deemed to have been made that Indemnitee
is entitled to indemnification, the Company shall be bound by such determination
in any judicial proceeding commenced pursuant to this Section 10, or otherwise,
unless Indemnitee knowingly misrepresented a material fact in connection with
the request for indemnification, or such indemnification is prohibited by law.

      The Company shall be precluded from asserting in any judicial proceeding
commenced pursuant to this Section 10 that the procedures and presumptions of
this Article V are not valid, binding and enforceable and shall stipulate in any
such proceeding that the Company is bound by all provisions of this Article V.
In the event that Indemnitee, pursuant to this Section 10, seeks a judicial
adjudication to enforce his rights under, or to recover damages for breach of,
this Article V, Indemnitee shall be entitled to recover from the Company, and
shall be indemnified by the Company against, any and all Expenses actually and
reasonably incurred by him in such judicial adjudication, but only if he
prevails therein. If it shall be determined in such judicial adjudication that
Indemnitee is entitled to receive part but not all of the indemnification or
advancement of Expenses sought, the Expenses incurred by Indemnitee in
connection with such judicial adjudication or arbitration shall be appropriately
prorated.

      SECTION 11. Participation by the Company. With respect to any such claim,
action, suit, proceeding or investigation as to which Indemnitee notifies the
Company of

                                      -19-


the commencement thereof: (a) the Company will be entitled to participate
therein at its own expense; (b) except as otherwise provided below, to the
extent that it may wish, the Company (jointly with any other indemnifying party
similarly notified) will be entitled to assume the defense thereof, with counsel
reasonably satisfactory to Indemnitee. After receipt of notice from the Company
to Indemnitee of the Company's election so to assume the defense thereof, the
Company will not be liable to Indemnitee under this Article V for any legal or
other expenses subsequently incurred by Indemnitee in connection with the
defense thereof other than reasonable costs of investigation or as otherwise
provided below. Indemnitee shall have the right to employ his own counsel in
such action, suit, proceeding or investigation but the fees and expenses of such
counsel incurred after notice from the Company of its assumption of the defense
thereof shall be at the expense of Indemnitee unless (i) the employment of
counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall
have reasonably concluded that there is a conflict of interest between the
Company and Indemnitee in the conduct of the defense of such action or (iii) the
Company shall not in fact have employed counsel to assume the defense of such
action, in each of which cases the fees and expenses of counsel employed by
Indemnitee shall be subject to indemnification pursuant to the terms of this
Article V. The Company shall not be entitled to assume the defense of any
action, suit, proceeding or investigation brought in the name of or on behalf of
the Company or as to which Indemnitee shall have made the conclusion provided
for in (ii) above; and (c) the Company shall not be liable to indemnify
Indemnitee under this Article V for any amounts paid in settlement of any action
or claim effected without its written consent, which consent shall not be
unreasonably withheld. The Company shall not settle any action or claim in any
manner that would impose any limitation or unindemnified penalty on Indemnitee
without Indemnitee's written consent, which consent shall not be unreasonably
withheld.

      SECTION 12. Nonexclusivity of Rights. The rights of indemnification and
advancement of Expenses as provided by this Article V shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled to
under applicable law, the Restated Certificate of Incorporation of the Company,
these Bylaws, any agreement, a vote of stockholders or a resolution of
directors, or otherwise. No amendment, alteration or repeal of this Article V or
any provision hereof shall be effective as to any Indemnitee for acts, events
and circumstances that occurred, in whole or in part, before such amendment,
alteration or repeal. The provisions of this Article V shall continue as to an
Indemnitee whose Corporate Status has ceased for any reason and shall inure to
the benefit of his heirs, executors and administrators. Neither the provisions
of this Article V nor those of any agreement to which the Company is a party
shall be deemed to preclude the indemnification of any person who is not
specified in this Article V as having the right to receive indemnification or is
not a party to any such agreement, but whom the Company has the power or
obligation to indemnify under the provisions of the DGCL.

                                      -20-


      SECTION 13. Insurance and Subrogation. The Company may maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the Company or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not the
Company would have the power to indemnify such person against such expense,
liability or loss under applicable law.

      The Company shall not be liable under this Article V to make any payment
of amounts otherwise indemnifiable hereunder if, but only to the extent that,
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

      In the event of any payment hereunder, the Company shall be subrogated to
the extent of such payment to all the rights of recovery of Indemnitee, who
shall execute all papers required and take all action reasonably requested by
the Company to secure such rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce such rights.

      SECTION 14. Severability. If any provision or provisions of this Article V
shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby; and, to the fullest extent possible,
the provisions of this Article V shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.

      SECTION 15. Certain Actions for Which Indemnification Is Not Provided.
Notwithstanding any other provision of this Article V, no person shall be
entitled to indemnification or advancement of Expenses under this Article V with
respect to any Proceeding, or any Matter therein, brought or made by such person
against the Company.

      SECTION 16. Definitions. For purposes of this Article V:

      "Change of Control" means a change in control of the Company after later
of (a) June 30, 2003 or (b) the date Indemnitee acquired his Corporate Status,
which shall be deemed to have occurred in any one of the following circumstances
occurring after such date: (i) there shall have occurred an event required to be
reported with respect to the Company in response to Item 6(e) of Schedule 14A of
Regulation 14A (or in response to any similar item on any similar schedule or
form) promulgated under the Exchange Act, whether or not the Company is then
subject to such reporting requirement; (ii) any "person" (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) shall have become the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding voting securities

                                      -21-


without prior approval of at least two-thirds of the members of the Board of
Directors in office immediately prior to such person attaining such percentage
interest; (iii) the Company is a party to a merger, consolidation, sale of
assets or other reorganization, or a proxy contest, as a consequence of which
members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
thereafter; or (iv) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board of Directors (including,
for this purpose, any new director whose election or nomination for election by
the Company's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board of
Directors.

      "Corporate Status" describes the status of Indemnitee as a director,
officer, employee, agent or fiduciary of the Company or of any other
corporation, partnership, limited liability company, association, joint venture,
trust, employee benefit plan or other enterprise that Indemnitee is or was
serving at the request of the Company.

      "Court" means the Court of Chancery of the State of Delaware or any other
court of competent jurisdiction.

      "Designated Professional Capacity" shall include, but not be limited to, a
physician, nurse, psychologist or therapist, registered surveyor, registered
engineer, registered architect, attorney, certified public accountant or other
person who renders such professional services within the course and scope of his
employment, who is licensed by appropriate regulatory authorities to practice
such profession and who, while acting in the course of such employment,
committed or is alleged to have committed any negligent acts, errors or
omissions in rendering such professional services at the request of the Company
or pursuant to his employment (including, without limitation, rendering written
or oral opinions to third parties).

      "Expenses" shall include all reasonable attorneys' fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a
Proceeding.

      "Indemnitee" includes any officer or director of the Company who is, or is
threatened to be made, a witness in or a party to any Proceeding as described in
Article V, Section 1 (General) or Section 2 (Expenses) by reason of his
Corporate Status.

      "Independent Counsel" means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither presently is, nor in the
five years previous to his selection or appointment has been, retained to
represent: (i) the

                                      -22-


Company or Indemnitee in any matter material to either such party or (ii) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder.

      "Matter" is a claim, a material issue or a substantial request for relief.

      "Proceeding" includes any action, suit, arbitration, alternate dispute
resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative, except one
initiated by an Indemnitee pursuant to Article V, Section 10 (Adjudication) to
enforce his rights under this Article V.

      SECTION 17. Notices. Promptly after receipt by Indemnitee of notice of the
commencement of any action, suit or proceeding, Indemnitee shall, if he
anticipates or contemplates making a claim for expenses or an advance pursuant
to the terms of this Article V, notify the Company of the commencement of such
action, suit or proceeding; provided, however, that any delay in so notifying
the Company shall not constitute a waiver or release by Indemnitee of rights
hereunder and that any omission by Indemnitee to so notify the Company shall not
relieve the Company from any liability that it may have to Indemnitee otherwise
than under this Article V. Any communication required or permitted to the
Company shall be addressed to the Secretary of the Company and any such
communication to Indemnitee shall be addressed to Indemnitee's address as shown
on the Company's records unless he specifies otherwise and shall be personally
delivered or delivered by overnight mail delivery. Any such notice shall be
effective upon receipt.

      SECTION 18. Contractual Rights. The right to be indemnified or to the
advancement or reimbursement of Expenses (i) is a contract right based upon good
and valuable consideration, pursuant to which Indemnitee may sue as if these
provisions were set forth in a separate written contract between Indemnitee and
the Company, (ii) is and is intended to be retroactive and shall be available as
to events occurring prior to the adoption of these provisions and (iii) shall
continue after any rescission or restrictive modification of such provisions as
to events occurring prior thereto.

      SECTION 19. Indemnification of Employees, Agents and Fiduciaries. The
Company, by adoption of a resolution of the Board of Directors, may indemnify
and advance expenses to a person who is an employee (including an employee
acting in his Designated Professional Capacity), agent or fiduciary of the
Company including any such person who is or was serving at the request of the
Company as a director, officer, employee, agent or fiduciary of any other
corporation, partnership, joint venture, limited liability company, trust,
employee benefit plan or other enterprise to the same extent and subject to the
same conditions (or to such lesser extent and/or with such other conditions as
the Board of Directors may determine) under which it may indemnify and advance
expenses to an Indemnitee under this Article V.

                                      -23-


                                   ARTICLE VI.
                            MISCELLANEOUS PROVISIONS

      SECTION 1. Offices. The address of the registered office of the Company in
the State of Delaware is Corporation Service Company, 2711 Centerville Road,
Suite 400, City of Wilmington, County of New Castle, Delaware 19808, and the
name of the registered agent of the Company at such address is The Corporation
Trust Company. The principal office of the Company shall be located in Phoenix,
Arizona, unless and until changed by resolution of the Board of Directors. The
Company may also have offices at such other places as the Board of Directors may
designate from time to time, or as the business of the Company may require. The
principal office and registered office may be, but need not be, the same.

      SECTION 2. Resignations. Any director or officer may resign at any time.
Such resignations shall be made in writing and shall take effect at the time
specified therein, or, if no time is specified, at the time of its receipt by
the Chairman of the Board, if there is one, the Chief Executive Officer, if
there is one, the President or the Secretary. The acceptance of a resignation
shall not be necessary to make it effective, unless expressly so provided in the
resignation.

      SECTION 3. Seal. The Corporate Seal shall be circular in form, shall have
inscribed thereon the name of the Company and may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.

      SECTION 4. Separability. If one or more of the provisions of these Bylaws
shall be held to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other provision hereof and
these Bylaws shall be construed as if such invalid, illegal or unenforceable
provision or provisions had never been contained herein.

                                  ARTICLE VII.
                               AMENDMENT OF BYLAWS

      SECTION 1. Vote Requirements. The Board of Directors is expressly
empowered to adopt, amend or repeal these Bylaws. Any adoption, amendment or
repeal of these Bylaws by the Board of Directors shall require the affirmative
vote of at least 80% of all directors then in office at any regular or special
meeting of the Board of Directors called for that purpose.

                                      -24-