GLOBALSCAPE INC
AMENDED AND RESTATED BYLAWS OF GLOBALSCAPE, INC.
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDED AND RESTATED BYLAWS OF GLOBALSCAPE, INC.
<TEXT>

<PAGE>

                                                                    Exhibit 10.1

                             AMENDED and RESTATED

                                    BYLAWS

                                      OF

                               GLOBALSCAPE, INC.
                       (Effective as of October 6, 2000)
<PAGE>

                               TABLE OF CONTENTS


ARTICLE I

         OFFICES
         Section 1.  Registered Office                               1
         Section 2.  Other Offices                                   1

ARTICLE II

         STOCKHOLDERS
         Section 1.  Place of Meetings                               1
         Section 2.  Annual Meeting                                  1
         Section 3.  List of Stockholders                            1
         Section 4.  Special Meetings                                2
         Section 5.  Stockholder's Request for
                      Special Meeting                                2
         Section 6.  Notice                                          2
         Section 7.  Quorum                                          2
         Section 8.  Voting                                          2
         Section 9.  Method of Voting                                3
         Section 10. Record Date                                     3
         Section 11. Action by Consent                               3

ARTICLE III

         BOARD OF DIRECTORS
         Section 1.  Management                                      4
         Section 2.  Qualification; Election; Term                   4
         Section 3.  Number; Election; Term; Qualification           4
         Section 4.  Changes in Number                               4
         Section 5.  Removal                                         5
         Section 6.  Vacancies                                       5
         Section 7.  Place of Meetings                               5
         Section 8.  Annual Meeting                                  5
         Section 9.  Regular Meetings                                5
         Section 10. Special Meetings                                5
         Section 11. Quorum                                          6
         Section 12. Interested Directors                            6
         Section 13. Committees                                      6
         Section 14. Action by Consent                               6
         Section 15. Compensation of Directors                       7

                                       i
<PAGE>

ARTICLE IV

         NOTICE
         Section 1.  Form of Notice                                  7
         Section 2.  Waiver                                          7

ARTICLE V

         OFFICERS AND AGENTS
         Section 1.  In General                                      7
         Section 2.  Election                                        7
         Section 3.  Other Officers and Agents                       7
         Section 4.  Compensation                                    8
         Section 5.  Term of Office and Removal                      8
         Section 6.  Employment and Other Contracts                  8
         Section 7.  Chairman of the Board of Directors              8
         Section 8.  President                                       8
         Section 9.  Vice Presidents                                 8
         Section 10. Secretary                                       9
         Section 11. Assistant Secretaries                           9
         Section 12. Treasurer                                       9
         Section 13. Assistant Treasurers                            9
         Section 14. Bonding                                         9

ARTICLE VI

         CERTIFICATES REPRESENTING SHARES
         Section 1.  Form of Certificates                           10
         Section 2.  Lost Certificates                              10
         Section 3.  Transfer of Shares                             10
         Section 4.  Registered Stockholders                        11

ARTICLE VII

         TRANSFER RESTRICTIONS
         Section 1.  Stock Transfer Restrictions                    11
         Section 2.  Legend                                         12

ARTICLE VIII

GENERAL PROVISIONS
         Section 1.  Dividends                                      12
         Section 2.  Reserves                                       12

                                      ii
<PAGE>

         Section 3.  Telephone and Similar Meetings                 13
         Section 4.  Books and Records                              13
         Section 5.  Fiscal Year                                    13
         Section 6.  Seal                                           13
         Section 7.  Advances of Expenses                           13
         Section 8.  Indemnification                                13
         Section 9.  Insurance                                      14
         Section 10. Resignation                                    14
         Section 11. Amendment of Bylaws                            14
         Section 12. Invalid Provisions                             14
         Section 13. Relation to the Certificate of Incorporation   14

                                      iii
<PAGE>

                                    BYLAWS

                                      OF

                               GLOBALSCAPE, INC.


                                   ARTICLE I

                                    OFFICES
                                    -------

     Section 1. Registered Office. The registered office and registered agent of
     ---------  -----------------
GlobalSCAPE, Inc. (the "Corporation") will be as from time to time set forth in
the Corporation's Certificate of Incorporation or in any certificate filed with
the Secretary of State of the State of Delaware, and the appropriate county
Recorder or Recorders, as the case may be, to amend such information.

     Section 2. Other Offices. The Corporation may also have offices at
     ---------  -------------
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                  ARTICLE II

                                 STOCKHOLDERS
                                 ------------

     Section 1. Place of Meetings. All meetings of the stockholders for the
     ---------  -----------------
election of Directors will be held at such place, within or without the State of
Delaware, as may be fixed from time to time by the Board of Directors. Meetings
of stockholders for any other purpose may be held at such time and place, within
or without the State of Delaware, as may be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2. Annual Meeting. An annual meeting of the stockholders will be
     ---------  --------------
held at such time as may be determined by the Board of Directors, at which
meeting the stockholders will elect a Board of Directors, and transact such
other business as may properly be brought before the meeting.

     Section 3. List of Stockholders. At least ten days before each meeting of
     ---------  --------------------
stockholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order, with the address of and the number of
voting shares registered in the name of each, will be prepared by the officer or
agent having charge of the stock transfer books. Such list will be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
will be specified in the notice of the meeting, or if not so specified at the
place where the meeting is to be held. Such list will be produced and kept open
at the

                                       1
<PAGE>

time and place of the meeting during the whole time thereof, and will be subject
to the inspection of any stockholder who may be present.

     Section 4. Special Meetings. Special meetings of the stockholders, for any
     ---------  ----------------
purpose or purposes, unless otherwise prescribed by law, the Certificate of
Incorporation or these Bylaws, may be called by (i) the Chairman of the Board,
(ii) the President, (iii) the Board of Directors, or (iv) the Secretary at the
request of holders of not less than ten percent (10%) of all the shares of stock
issued, outstanding and entitled to vote at the special meeting. Business
transacted at all special meetings will be confined to the purposes stated in
the notice of the meeting unless all stockholders entitled to vote are present
and consent.

     Section 5. Stockholder's Request for Special Meeting. A stockholders'
     ---------  -----------------------------------------
request for a special meeting must be in writing and must state the names of the
stockholders requesting the meeting, the number of shares held by each of them,
the purpose or purposes of the special meeting, and the time and place of the
meeting. The request must be signed by each of the stockholders requesting the
meeting and be delivered to the Corporation's registered office addressed to the
Secretary at least sixty (60) days prior to the time of the special meeting.

     Section 6. Notice. Written or printed notice stating the place, day and
     ---------  ------
hour of any meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, will be delivered not less
than ten nor more than sixty days before the date of the meeting, either
personally or by mail, to each stockholder of record entitled to vote at the
meeting. If mailed, such notice will be deemed to be delivered when deposited in
the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid.

     Section 7. Quorum. At all meetings of the stockholders, the presence in
     ---------  ------
person or by proxy of the holders of a majority of the shares issued and
outstanding and entitled to vote will be necessary and sufficient to constitute
a quorum for the transaction of business except as otherwise provided by law,
the Certificate of Incorporation or these Bylaws. If, however, such quorum is
not present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, will have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting will
be given to each stockholder of record entitled to vote at the meeting. At such
adjourned meeting at which a quorum is present or represented, any business may
be transacted that might have been transacted at the meeting as originally
notified.

     Section 8. Voting. When a quorum is present at any meeting of the
     ---------  ------
Corporation's stockholders, the vote of the holders of a majority of the shares
present entitled to vote on, and voted for or against, any matter will decide
any questions brought

                                       2
<PAGE>

before such meeting, unless the question is one upon which, by express provision
of law, the Certificate of Incorporation or these Bylaws, a different vote is
required, in which case such express provision will govern and control the
decision of such question. The stockholders present in person or by proxy at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

     Section 9.  Method of Voting. Each outstanding share of the Corporation's
     ---------   ----------------
capital stock, regardless of class, will be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders, except to the extent that the
voting rights of the shares of any class or classes are limited or denied by the
Certificate of Incorporation, as amended from time to time. At any meeting of
the stockholders, every stockholder having the right to vote will be entitled to
vote in person, or by proxy appointed by an instrument in writing subscribed by
such stockholder and bearing a date not more than three years prior to such
meeting, unless such instrument provides for a longer period. Each proxy will be
revocable unless expressly provided therein to be irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally. Such proxy will be filed with the
Secretary of the Corporation prior to or at the time of the meeting. Voting on
any question or in any election, other than for directors, may be by voice vote
or show of hands unless the presiding officer orders, or any stockholder
demands, that voting be by written ballot.

     Section 10. Record Date. The Board of Directors may fix in advance a
     ----------  -----------
record date for the purpose of determining stockholders entitled to notice of or
to vote at a meeting of stockholders, which record date will not precede the
date upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date will not be less than ten nor more than sixty
days prior to such meeting. In the absence of any action by the Board of
Directors, the close of business on the date next preceding the day on which the
notice is given will be the record date, or, if notice is waived, the close of
business on the day next preceding the day on which the meeting is held will be
the record date.

     Section 11. Action by Consent. Any action required or permitted by law,
     ----------  -----------------
the Certificate of Incorporation or these Bylaws to be taken at a meeting of the
stockholders of the Corporation may be taken without a meeting if a consent or
consents in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and will be delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business or an officer or agent of the Corporation having custody of
the minute book.

                                       3
<PAGE>

                                  ARTICLE III

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

     Section 1. Management. The business and affairs of the Corporation will
     ---------  ----------
be managed by or under the direction of its Board of Directors who may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law, by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

     Section 2. Qualification; Election; Term. None of the Directors need be a
     ---------  -----------------------------
stockholder of the Corporation or a resident of the State of Delaware. The
Directors will be elected by written ballot, by plurality vote at the annual
meeting of the stockholders, except as hereinafter provided, and each Director
elected will hold office until whichever of the following occurs first: his
successor is elected and qualified, his resignation, his removal from office by
the stockholders or his death.

     Section 3. Number; Election; Term; Qualification. The number of Directors
     ---------  -------------------------------------
which shall constitute the Board of Directors shall be not less than one. The
first Board of Directors shall consist of the number of Directors named in the
Certificate of Incorporation. Thereafter, the number of Directors which shall
constitute the entire Board of Directors shall be determined by resolution of
the Board of Directors at any meeting thereof, but shall never be less than one.
The Board of Directors of the Corporation shall be divided into three classes
which shall be as nearly equal in number as is possible. At the first election
of Directors to such classified Board of Directors, each Class I Director shall
be elected to serve until the next ensuing annual meeting of stockholders, each
Class II Director shall be elected to serve until the second ensuing annual
meeting of stockholders, each Class III Director shall be elected to serve until
the third ensuing annual meeting of stockholders. At each annual meeting of
stockholders following the meeting at which the Board of Directors is initially
classified, the number of Directors equal to the number of the class whose term
expires at the time of such meeting shall be elected to serve until the third
ensuing annual meeting of stockholders. At each annual meeting of stockholders,
Directors shall be elected to hold office until their successors are elected and
qualified or until their earlier resignation, removal from office or death. No
Director need be a stockholder, a resident of the State of Delaware, or a
citizen of the United States.

     Section 4. Changes in Number. In the event of any change in the authorized
     ---------  -----------------
number of Directors, the number of Directors in each class shall be adjusted so
that thereafter each of the three classes shall be composed, as nearly as may be
possible, of one-third of the authorized number of Directors; provided that any
change in the authorized number of Directors shall not increase or shorten the
term of any Director, and any decrease shall become effective only as and when
the term or terms of office of the class or classes of Directors affected
thereby shall expire, or a vacancy or vacancies in such class or classes shall
occur. Any directorship to be filled by reason of an increase in the number of
Directors may be filled by (i) the stockholders at any annual or special

                                       4
<PAGE>

meeting of stockholders called for that purpose or (ii) the Board of Directors
for a term of office continuing only until the next election of one or more
Directors by the stockholders. Notwithstanding the foregoing, whenever the
holders of any class or series of shares are entitled to elect one or more
Directors by the provisions of the Certificate of Incorporation, any newly
created directorship(s) of such class or series to be filled by reason of an
increase in the number of such Directors may be filled by the affirmative vote
of a majority of the Directors elected by such class or series then in office or
by a sole remaining Director so elected or by the vote of the holders of the
outstanding shares of such class or series, and such directorship(s) shall not
in any case be filled by the vote of the remaining Directors or by the holders
of the outstanding shares of the Corporation as a whole unless otherwise
provided in the Certificate of Incorporation.

     Section 5. Removal. Any Director may be removed either for or without
     ---------  -------
cause, at any special meeting of stockholders by the affirmative vote of a
majority in number of shares of the stockholders present in person or
represented by proxy at such meeting and entitled to vote for the election of
such Director; provided that notice of the intention to act upon such matter has
been given in the notice calling such meeting.

     Section 6. Vacancies. Vacancies occurring in the Board of Directors caused
     ---------  ---------
by death, resignation, retirement, disqualification or removal from office of
any Directors or otherwise, may be filled by the vote of a majority of the
Directors then in office, though less than a quorum, or a successor or
successors may be chosen at a special meeting of the stockholders called for
that purpose, and each successor Director so chosen will hold office until the
next election of the class for which such Director has been chosen or until
whichever of the following occurs first: his successor is elected and qualified,
his resignation, his removal from office by the stockholders or his death.

     Section 7. Place of Meetings. Meetings of the Board of Directors, regular
     ---------  -----------------
or special, may be held at such place within or without the State of Delaware as
may be fixed from time to time by the Board of Directors.

     Section 8. Annual Meeting. The first meeting of each newly elected Board
     ---------  --------------
of Directors will be held without further notice immediately following the
annual meeting of stockholders and at the same place, unless by unanimous
consent, the Directors then elected and serving change such time or place.

     Section 9. Regular Meetings. Regular meetings of the Board of Directors may
     ---------  ----------------
be held without notice at such time and place as is from time to time determined
by resolution of the Board of Directors.

     Section 10. Special Meetings. Special meetings of the Board of Directors
     ---------   ----------------
may be called by the Chairman of the Board or the President on oral or written
notice to each Director, given either personally, by telephone, by facsimile or
by mail, delivered not less than twenty four hours in advance of the meeting;
special meetings will be called by the Chairman of the Board, President or
Secretary in like manner and on like notice on the

                                       5
<PAGE>

written request of at least two Directors. The purpose or purposes of any
special meeting will be specified in the notice relating thereto.

     Section 11. Quorum. At all meetings of the Board of Directors the presence
     ----------  ------
of a majority of the number of Directors fixed by these Bylaws will be necessary
and sufficient to constitute a quorum for the transaction of business, and the
affirmative vote of at least a majority of the Directors present at any meeting
at which there is a quorum will be the act of the Board of Directors, except as
may be otherwise specifically provided by law, the Certificate of Incorporation
or these Bylaws. If a quorum is not 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 is
present.

     Section 12. Interested Directors. No contract or transaction between the
     ----------  --------------------
Corporation and one or more of its Directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of the Corporation's Directors or officers are
directors or officers or have a financial interest, will be void or voidable
solely for this reason, 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 or their votes are
counted for such purpose, if: (i) the material facts as to his relationship or
interest and as to the contract or 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 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 that authorizes the contract or transaction.

     Section 13. Committees. The Board of Directors may, by resolution passed by
     ----------  ----------
a majority of the entire Board, designate committees, each committee to consist
of two or more Directors of the Corporation, which committees will have such
power and authority and will perform such functions as may be provided in such
resolution. Such committee or committees will have such name or names as may be
designated by the Board and will keep regular minutes of their proceedings and
report the same to the Board of Directors when required.

     Section 14. Action by Consent. Any action required or permitted to be
     ----------  -----------------
taken at any meeting of the Board of Directors or any committee of the Board of
Directors may be taken without such a meeting if a consent or consents in
writing, setting forth the action so taken, is signed by all the members of the
Board of Directors or such committee, as the case may be.

                                       6
<PAGE>

     Section 15. Compensation of Directors. Directors will receive such
     ----------  -------------------------
compensation for their services and reimbursement for their expenses as the
Board of Directors, by resolution, may establish; provided that nothing herein
contained will be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.


                                  ARTICLE IV

                                    NOTICE
                                    ------

     Section 1. Form of Notice. Whenever by law, the Certificate of
     ---------  --------------
Incorporation or of these Bylaws, notice is to be given to any Director or
stockholder, and no provision is made as to how such notice will be given, such
notice may be given in writing, by mail, postage prepaid, addressed to such
Director or stockholder at such address as appears on the books of the
Corporation. Any notice required or permitted to be given by mail will be deemed
to be given at the time the same is deposited in the United States mails.

     Section 2. Waiver. Whenever any notice is required to be given to any
     ---------  ------
stockholder or Director of the Corporation as required by law, the Certificate
of Incorporation or these Bylaws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated in such notice, will be equivalent to the giving of such notice.
Attendance of a stockholder or Director at a meeting will constitute a waiver of
notice of such meeting, except where such stockholder or Director attends for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting has not been lawfully
called or convened.


                                   ARTICLE V

                              OFFICERS AND AGENTS
                              -------------------

     Section 1. In General. The officers of the Corporation will be elected
     ---------  ----------
by the Board of Directors and will be a President, a Vice President, a Secretary
and a Treasurer. The Board of Directors may also elect a Chairman of the Board,
additional Vice Presidents, Assistant Vice Presidents and one or more Assistant
Secretaries and Assistant Treasurers. Any two or more offices may be held by the
same person.

     Section 2. Election. The Board of Directors, at its first meeting after
     ---------  --------
each annual meeting of stockholders, will elect the officers, none of whom need
be a member of the Board of Directors.

     Section 3. Other Officers and Agents. The Board of Directors may also
     ---------  -------------------------
elect and appoint such other officers and agents as it deems necessary, who will
be elected and appointed for such terms and will exercise such powers and
perform such duties as may be determined from time to time by the Board.

                                       7
<PAGE>

         Section 4. Compensation. The compensation of all officers and agents of
         ---------  ------------
the Corporation will be fixed by the Board of Directors or any committee of the
Board, if so authorized by the Board.

         Section 5. Term of Office and Removal. Each officer of the Corporation
         ---------  --------------------------
will hold office until his death, his resignation or removal from office, or the
election and qualification of his successor, whichever occurs first. Any officer
or agent elected or appointed by the Board of Directors may be removed at any
time, for or without cause, by the affirmative vote of a majority of the entire
Board of Directors, but such removal will not prejudice the contract rights, if
any, of the person so removed. If the office of any officer becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.

         Section 6. Employment and Other Contracts. The Board of Directors may
         ---------  ------------------------------
authorize any officer or officers or agent or agents to enter into any contract
or execute and deliver any instrument in the name or on behalf of the
Corporation, and such authority may be general or confined to specific
instances. The Board of Directors may, when it believes the interest of the
Corporation will best be served thereby, authorize executive employment
contracts that will have terms no longer than ten years and contain such other
terms and conditions as the Board of Directors deems appropriate. Nothing herein
will limit the authority of the Board of Directors to authorize employment
contracts for shorter terms.

         Section 7. Chairman of the Board of Directors. If the Board of
         ---------  ----------------------------------
Directors has elected a Chairman of the Board, he will preside at all meetings
of the stockholders and the Board of Directors. Except where by law the
signature of the President is required, the Chairman will have the same power as
the President to sign all certificates, contracts and other instruments of the
Corporation. During the absence or disability of the President, the Chairman
will exercise the powers and perform the duties of the President.

         Section 8. President. The President will be the chief executive officer
         ---------  ---------
of the Corporation and, subject to the control of the Board of Directors, will
supervise and control all of the business and affairs of the Corporation. He
will, in the absence of the Chairman of the Board, preside at all meetings of
the stockholders and the Board of Directors. The President will have all powers
and perform all duties incident to the office of President and will have such
other powers and perform such other duties as the Board of Directors may from
time to time prescribe.

         Section 9. Vice Presidents. Each Vice President will have the usual and
         ---------  ---------------
customary powers and perform the usual and customary duties incident to the
office of Vice President, and will have such other powers and perform such other
duties as the Board of Directors or any committee thereof may from time to time
prescribe or as the President may from time to time delegate to him. In the
absence or disability of the President and the Chairman of the Board, a Vice
President designated by the Board of

                                       8
<PAGE>

Directors, or in the absence of such designation the Vice Presidents in the
order of their seniority in office, will exercise the powers and perform the
duties of the President.

         Section 10. Secretary. The Secretary will attend all meetings of the
         ----------  ---------
stockholders and record all votes and the minutes of all proceedings in a book
to be kept for that purpose. The Secretary will perform like duties for the
Board of Directors and committees thereof when required. The Secretary will
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors. The Secretary will keep in safe
custody the seal of the Corporation. The Secretary will be under the supervision
of the President. The Secretary will have such other powers and perform such
other duties as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate to him.

         Section 11. Assistant Secretaries. The Assistant Secretaries in the
         ----------  ---------------------
order of their seniority in office, unless otherwise determined by the Board of
Directors, will, in the absence or disability of the Secretary, exercise the
powers and perform the duties of the Secretary. They will have such other powers
and perform such other duties as the Board of Directors may from time to time
prescribe or as the President may from time to time delegate to them.

         Section 12. Treasurer. The Treasurer will have responsibility for the
         ----------  ---------
receipt and disbursement of all corporate funds and securities, will keep full
and accurate accounts of such receipts and disbursements, and will deposit or
cause to be deposited all moneys and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the
Board of Directors. The Treasurer will render to the Directors whenever they may
require it an account of the operating results and financial condition of the
Corporation, and will have such other powers and perform such other duties as
the Board of Directors may from time to time prescribe or as the President may
from time to time delegate to him.

         Section 13. Assistant Treasurers. The Assistant Treasurers in the order
         ----------  --------------------
of their seniority in office, unless otherwise determined by the Board of
Directors, will, in the absence or disability of the Treasurer, exercise the
powers and perform the duties of the Treasurer. They will have such other powers
and perform such other duties as the Board of Directors may from time to time
prescribe or as the President may from time to time delegate to them.

         Section 14. Bonding. The Corporation may secure a bond to protect the
         ----------  -------
Corporation from loss in the event of defalcation by any of the officers, which
bond may be in such form and amount and with such surety as the Board of
Directors may deem appropriate.

                                       9
<PAGE>

                                  ARTICLE VI

                       CERTIFICATES REPRESENTING SHARES
                       --------------------------------

         Section 1. Form of Certificates. Certificates, in such form as may be
         ---------  --------------------
determined by the Board of Directors, representing shares to which stockholders
are entitled will be delivered to each stockholder. Such certificates will be
consecutively numbered and will be entered in the stock book of the Corporation
as they are issued. Each certificate will state on the face thereof the holder's
name, the number, class of shares, and the par value of such shares or a
statement that such shares are without par value. They will be signed by the
President or a Vice President and the Secretary or an Assistant Secretary, and
may be sealed with the seal of the Corporation or a facsimile thereof. If any
certificate is countersigned by a transfer agent, or an assistant transfer agent
or registered by a registrar, either of which is other than the Corporation or
an employee of the Corporation, the signatures of the Corporation's officers may
be facsimiles. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on such certificate or
certificates, ceases to be such officer or officers of the Corporation, whether
because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the Corporation or its agents, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

         Section 2. Lost Certificates. The Board of Directors may direct that a
         ---------  -----------------
new certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing such issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it may require
and/or to give the Corporation a bond, in such form, in such sum, and with such
surety or sureties as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost or destroyed. When a certificate has been lost, apparently destroyed
or wrongfully taken, and the holder of record fails to notify the Corporation
within a reasonable time after such holder has notice of it, and the Corporation
registers a transfer of the shares represented by the certificate before
receiving such notification, the holder of record is precluded from making any
claim against the Corporation for the transfer of a new certificate.

         Section 3. Transfer of Shares. Shares of stock will be transferable
         ---------  ------------------
only on the books of the Corporation by the holder thereof in person or by such
holder's duly authorized attorney. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it will be the duty of the Corporation or the transfer
agent of the Corporation to issue a new certificate to the

                                       10
<PAGE>

person entitled thereto, cancel the old certificate and record the transaction
upon its books.

         Section 4. Registered Stockholders. The Corporation will be entitled to
         ---------  -----------------------
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, will not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it has express or other notice thereof, except as otherwise
provided by law.

                                  ARTICLE VII

                             TRANSFER RESTRICTIONS
                             ---------------------

         Section 1. Stock Transfer Restrictions. No shares of the Corporation's
                    ---------------------------
common stock may be sold or transferred until the period ending on the earlier
of January 1, 2002 or 180 days after such time as the Corporation: (i) closes an
initial public offering of its stock and (ii) the Corporation's shares of common
stock are listed and registered on a national securities exchange or the
Corporation causes its shares of common stock to be quoted on the automatic
quotation system of a national securities association; except transfers of such
shares are permitted in the following instances:

         a.    transfers to the Corporation;

         b.    transfers to existing Corporation stockholders;

         c.    transfers by gift, bequest or operation of the laws of descent;

         d.    transfers to another entity pursuant to the merger,
               consolidation, stock-for-stock exchange or similar transaction
               involving the Corporation;

         e.    transfers by the stockholder to members of his or her immediate
               family, trusts for the benefit of such immediate family members
               and partnerships in which such immediate family members are the
               only partners;

         f.    transfers by a partnership to its partners, provided that the
               common stock in the hands of the transferee remains subject to
               the same restrictions on transfer as they were when held by the
               transferor;

         g.    transfers which would be exempt from the registration
               requirements of Section 5 of the Securities Act by virtue of
               the exemption provided by Section 4(2) of the Securities Act
               if the transferor were the issuer of common stock, provided
                                                                  --------
               that the transferee is an "accredited investor" within the
               ----
               meaning of Rule 501(a) under the Securities Act and the common
               stock in the hands of such transferee remains subject to the
               same restrictions on transfer as they were when held by the
               transferor; or

                                       11
<PAGE>

         h.    other transfers upon the prior written consent of the
               Corporation, in its sole discretion.

         Any attempt to transfer any interest in any shares in violation of
these provisions shall be ineffective and the Corporation shall refuse to
register such shares in the name of the transferee. The Corporation may request
an opinion of counsel to the transferor, in form and substance reasonably
satisfactory to the Corporation, that the transfer is permitted by these
provisions.

         Section 2. Legend. So long as the aforementioned restrictions are in
                    ------
effect, each certificate representing shares of common stock of the Corporation
shall contain the following legend referring to these bylaw transfer
restrictions:

THE TRANSFER AND RIGHTS OF SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
RESTRICTED BY THE TERMS AND CONDITIONS AS SET FORTH IN THE BYLAWS OF THE
CORPORATION, DATED AS OF MAY 8, 2000. A COPY OF THE BYLAWS WILL BE FURNISHED
WITHOUT CHARGE TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST BY SUCH HOLDER
TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

                                 ARTICLE VIII

                              GENERAL PROVISIONS
                              ------------------

         Section 1. Dividends. Dividends upon the outstanding shares of the
         ---------  ---------
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting. Dividends may be declared and paid in cash, in property, or in shares
of the Corporation, subject to the provisions of the General Corporation Law of
the State of Delaware, as it may be amended from time to time, and the
Certificate of Incorporation. The Board of Directors may fix in advance a record
date for the purpose of determining stockholders entitled to receive payment of
any dividend, such record date will not precede the date upon which the
resolution fixing the record date is adopted, and such record date will not be
more than sixty days prior to the payment date of such dividend. In the absence
of any action by the Board of Directors, the close of business on the date upon
which the Board of Directors adopts the resolution declaring such dividend will
be the record date.

         Section 2. Reserves. There may be created by resolution of the Board
         ---------  --------
of Directors out of the surplus of the Corporation such reserve or reserves as
the Directors from time to time, in their discretion, deem proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the Directors may deem
beneficial to the Corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created. Surplus of the Corporation to the
extent so reserved will not be available for the payment of dividends or other
distributions by the Corporation.

                                       12
<PAGE>

         Section 3. Telephone and Similar Meetings. Stockholders, directors and
         ---------  ------------------------------
committee members may participate in and hold meetings by means of conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear each other. Participation in such a meeting will
constitute presence in person at the meeting, except where a person participates
in the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting has
not been lawfully called or convened.

         Section 4. Books and Records. The Corporation will keep correct and
         ---------  -----------------
complete books and records of account and minutes of the proceedings of its
stockholders and Board of Directors, and will keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.

         Section 5. Fiscal Year. The fiscal year of the Corporation will be
         ---------  ----------
fixed by resolution of the Board of Directors.

         Section 6. Seal. The Corporation may have a seal, and the seal may be
         ---------  ----
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. Any officer of the Corporation will have authority to
affix the seal to any document requiring it.

         Section 7. Advances of Expenses. Except as restricted by the General
         ---------  --------------------
Corporation Law of the State of Delaware, as it may be amended from time to
time, the Corporation will advance to its directors and officers, and may by
resolution of its Board of Directors advance to other persons, expenses incurred
by them for which indemnification is required as described in Article VIII,
Section 8 "Indemnification" of these Bylaws or the Certificate of Incorporation
of the Corporation, provided that the officer, director or other person
undertakes in writing to repay all amounts advanced if it shall ultimately be
determined that such person is not entitled to be indemnified under these Bylaws
or the Certificate of Incorporation of the Corporation.

         Section 8. Indemnification. The Corporation shall indemnify each
         ---------  ---------------
director and officer of the Corporation to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as it may be amended from time
to time, and may, if and to the extent authorized by the Board of Directors, so
indemnify any other person whom it has the power to indemnify against any
liability, reasonable expense or other matter whatsoever. Notwithstanding the
foregoing, the Corporation shall submit the issue of indemnification with regard
to liabilities arising under the Securities Act of 1933 to a court of
appropriate jurisdiction to determine whether such indemnification by the
Corporation is against public policy as expressed in the Securities Act of 1933,
unless in the opinion of the Corporation's counsel the matter has been settled
by controlling precedent, and the Corporation shall be governed by the final
adjudication of such issue.

                                       13
<PAGE>

         Section 9. Insurance. The Corporation may at the discretion of the
         ---------  ---------
Board of Directors purchase and maintain insurance on behalf of the Corporation
and any person whom it has the power to indemnify pursuant to law, the
Certificate of Incorporation, these Bylaws or otherwise.

         Section 10. Resignation. Any director, officer or agent may resign by
         ----------  -----------
giving written notice to the President or the Secretary. Such resignation will
take effect at the time specified therein or immediately if no time is specified
therein. Unless otherwise specified therein, the acceptance of such resignation
will not be necessary to make it effective.

         Section 11. Amendment of Bylaws. These Bylaws may be altered, amended,
         ----------  -------------------
or repealed at any meeting of the Board of Directors at which a quorum is
present, by the affirmative vote of a majority of the Directors present at such
meeting.

         Section 12. Invalid Provisions. If any part of these Bylaws is held
         ----------  ------------------
invalid or inoperative for any reason, the remaining parts, so far as possible
and reasonable, will be valid and operative.

         Section 13. Relation to the Certificate of Incorporation. These Bylaws
         ----------  --------------------------------------------
are subject to, and governed by, the Certificate of Incorporation of the
Corporation.

                                       14
</TEXT>
</DOCUMENT>
