AMENDED AND RESTATED
                                 BYLAWS OF
                                AMTEC, INC.
                          (a Delaware corporation)

     The following are the Bylaws of AMTEC, INC., a Delaware corporation
(the "Corporation"), effective as of December 8, 1997, except with respect
to those provisions which will require a stockholder approved amendment to
the Certificate of Incorporation to become effective, and which, in the
time preceding such amendment, will be construed in accordance with Article
VII hereto:


                                 ARTICLE I

                                  Offices

     Section 1.01. PRINCIPAL EXECUTIVE OFFICE. The principal executive
office of the Corporation shall be located at 599 Lexington Avenue, 44th
Floor, New York, New York 10022. The Board of Directors of the Corporation
(the "Board of Directors") may change the location of said principal
executive office.

     Section 1.02. OTHER OFFICES. The Corporation may also have an office
or offices at such other place or places, either within or without the
State of Delaware, as the Board of Directors may from time to time
determine or as the business of the Corporation may require.


                                 ARTICLE II

                          Meetings of Stockholders

     Section 2.01. ANNUAL MEETINGS. The annual meeting of stockholders of
the Corporation shall be held at a date and at such time as the Board of
Directors shall determine. At each annual meeting of stockholders,
directors shall be elected in accordance with the provisions of Section
3.03 hereof and any other proper business may be transacted.

     Section 2.02. SPECIAL MEETINGS. Special meetings of stockholders for
any purpose or purposes may be called at any time by a majority of the
Board of Directors, by the Chairman of the Board or, by the President.
Special meetings may not be called by any other person or persons. Each
special meeting shall be held at such date and time as is requested by the
person or persons calling the meeting, within the limits fixed by law.

     Section 2.03. PLACE OF MEETINGS. Each annual or special meeting of
stockholders shall be held at such location as may be determined by the
Board of Directors or, if no such determination is made, at such place as
may be determined by the Chairman of the Board. If no location is so
determined, any annual or special meeting shall be held at the principal
executive office of the Corporation.

     Section 2.04. NOTICE OF STOCKHOLDER MEETINGS. Written notice of each
annual or special meeting of stockholders stating the date and time when,
and the place where, it is to be held shall be delivered either personally
or by mail to stockholders entitled to vote at such meeting not less than
ten (10) nor more than sixty (60) days before the date of the meeting. The
purpose or purposes for which the meeting is called may, in the case of an
annual meeting, and shall, in the case of a special meeting, also be
stated. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it
shall appear on the stock books of the Corporation, unless he shall have
filed with the Secretary of the Corporation a written request that notices
intended for him be mailed to some other address, in which case such notice
shall be mailed to the address designated in such request.

     Section 2.05. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

     (a) Nomination of Directors. Only persons who are nominated in
accordance with the procedures set forth in these By-Laws shall be eligible
to serve as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of stockholders (a)
by or at the direction of the Board of Directors or (b) by any stockholder
of the Corporation who is a stockholder of record at the time of giving of
notice for the election of directors at the meeting and who complies with
the notice procedures set forth in this Section 2.5(a). Such nominations,
other than those made by or at the direction of the Board of Directors,
shall be made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation
not less than 5 days prior to that date which shall be set by the Board of
Directors as the date by which information is required to be received for
inclusion in the proxy statement; provided, however, that in the event that
less than 55 days' notice or prior public disclosure of the date of the
meeting or, of the date the proxy materials are due, is given or made to
stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the seventh day following the day
on which such notice of the date of the meeting or such public disclosure
was made. Such stockholder's notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected), and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the Corporation's books,
of such stockholder and (ii) the class and number of shares of the
Corporation which are beneficially owned by such stockholder. At the
request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee. No person shall be
eligible to serve as a director of the Corporation unless nominated in
accordance with the procedures set forth in this Section 2.5(a). 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 the By-Laws, and if he should so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded. Notwithstanding the foregoing provisions of this Section
2.5(a), a stockholder shall also comply with all applicable requirements of
the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this
Section 2.5(a).

     (b) Notice of Business. At any meeting of the stockholders, only such
business shall be conducted as shall have been brought before the meeting
(a) by or at the direction of the Board of Directors or (b) by any
stockholder of the Corporation who is a stockholder of record at the time
of giving of the notice provided for in this Section 2.5(b), who shall be
entitled to vote at such meeting and who complies with the notice
procedures set forth in this Section 2.5(b). For business to be properly
brought before a stockholder meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation
not less than 5 days prior to that date which shall be set by the Board of
Directors as the date by which information is required to be received for
inclusion in the proxy statement; provided, however, that in the event that
less than 55 days' notice or prior public disclosure of the date of the
meeting or, of the date the proxy materials are due, is given or made to
stockholders, notice by the stockholder to be timely must be received no
later than the close of business on the seventh day following the day on
which such notice of the date of the meeting was mailed or such public
disclosure was made. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the
meeting (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 Corporation's
books, of the stockholder proposing such business, (c) the class and number
of shares of the Corporation which are beneficially owned by the
stockholder, and (d) any material interest of the stockholder in such
business. Notwithstanding anything in the By-Laws to the contrary, no
business shall be conducted at a stockholder meeting except (i) in
accordance with the procedures set forth in this Section 2.5(b) or (ii)
with respect to nominations of persons for election as directors of the
Corporation, in accordance with the provisions of Section 2.5(a) hereof.
The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the
meeting and in accordance with the provisions of the By-Laws, and if he
should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Section 2.5(b), a
stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Section.

     Section 2.06. CONDUCT OF MEETINGS. All actual and special meetings of
stockholders shall be conducted in accordance with such rules and
procedures as the Board of Directors may determine subject to the
requirements of applicable law and, as to matters not governed by such
rules and procedures, as the chairman of such meeting shall determine. The
chairman of any annual or special meeting of stockholders shall be the
Chairman of the Board. The Secretary, or in the absence of the Secretary, a
person designated by the Chairman of the Board, shall act as secretary of
the meeting.

     Section 2.07. QUORUM. At any meeting of stockholders of the
Corporation, the presence, in person or by proxy, of the holders of record
of a majority of the shares then issued and outstanding and entitled to
vote at the meeting shall constitute a quorum for the transaction of
business; provided, however, that this Section 2.07 shall not affect any
different requirement which may exist under statute, pursuant to the rights
of any authorized class or series of stock, or under the Certificate of
Incorporation of the Corporation, as amended or restated from time to time
(the "Certificate"), for the vote necessary for the adoption of any measure
governed thereby. The stockholders present at a duly called or held meeting
at which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.

     In the absence of a quorum, the stockholders present in person or by
proxy, by majority vote and without further notice, may adjourn the meeting
from time to time until a quorum is attained, but in the absence of a
quorum, no other business may be transacted at that meeting, except as
provided in this section. At any reconvened meeting following such
adjournment at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 2.08. VOTES REQUIRED. The affirmative vote of a majority of
the shares present in person or represented by proxy at a duly called
meeting of stockholders of the Corporation, at which a quorum is present
and entitled to vote on the subject matter, shall be sufficient to take or
authorize action upon any matter which may properly come before the
meeting, except that the election of directors shall be by plurality vote,
unless the vote of a greater or different number thereof is required by
statute, by the rights of any authorized class of stock or by the
Certificate.

     Unless the Certificate or a resolution of the Board of Directors
adopted in connection with the issuance of shares of any class or series of
stock provides for a greater or lesser number of votes per share, or limits
or denies voting rights, each outstanding share of stock, regardless of
class or series, shall be entitled to one (1) vote on each matter submitted
to a vote at a meeting of stockholders.

     Section 2.09. PROXIES. Every person entitled to vote for directors or
on any other matter shall have the right to do so either in person or by
one or more agents authorized by a written proxy signed by the person and
filed with the Secretary of the corporation. A proxy shall be deemed signed
if the stockholder's name is placed on the proxy (whether by manual
signature, typewriting, telegraphic transmission, or otherwise) by the
stockholder or the stockholder's attorney in fact. A validly executed proxy
which does not state that it is irrevocable shall continue in full force
and effect unless (i) revoked by the person executing it, before the vote
pursuant to that proxy, by a writing delivered to the corporation stating
that the proxy is revoked, or by a subsequent proxy executed by, or as to
any meeting by attendance at such meeting and voting in person by, the
person executing the proxy; or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the corporation before
the vote pursuant to that proxy is counted; provided, however, that no
proxy shall be valid after the expiration of three (3) years from the date
of the proxy, unless otherwise provided in the proxy.

     A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A 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.

     Section 2.10. NO STOCKHOLDER ACTION BY WRITTEN CONSENT. Unless
otherwise provided in the Certificate of Incorporation, and subject to the
rights, if any, of the holders, if any, of Preferred Stock to take action
by written consent, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special
meeting of stockholders of the Corporation and may not be effected by any
consent in writing by such stockholders.

     Section 2.11. RECORD DATE FOR STOCKHOLDER NOTICE AND VOTING. For
purposes of determining the stockholders entitled to notice of any meeting
or to vote or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than sixty (60) days nor
fewer than ten (10) days before the date of any such meeting nor more than
sixty (60) days before any such other action, and in this event only
stockholders at the close of business on the record date are entitled to
notice or to vote, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date, except as
otherwise provided in the General Corporation Law of the State of Delaware.

          If the board of directors does not so fix a record date:

          (a) The record date for determining the stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the business day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the business
day next preceding the day on which the meeting is held.

          (b) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

          (c) A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors may fix a
new record date for the adjourned meeting.

     Section 2.12. LIST OF STOCKHOLDERS. The Secretary of the Corporation
shall prepare and make (or cause to be prepared and made), at least ten
(10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical
order and showing the address of, and the number of shares registered in
the name of, each stockholder. Such list shall be open to the examination
of any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the
duration thereof, and may be inspected by any stockholder who is present.

     Section 2.13. VOTING. The stockholders entitled to vote at any meeting
of stockholders shall be determined in accordance with the provisions of
Section 2.12. The stockholders' vote may be by voice vote or by ballot. Any
stockholder may vote part of the shares in favor of the proposal and
refrain from voting the remaining shares or vote them against the proposal,
but, if the stockholder fails to specify the number of shares which the
stockholder is voting affirmatively, it will be conclusively presumed that
the stockholder's approving vote is with respect to all shares that the
stockholder is entitled to vote.

     Section 2.14. WAIVER OF NOTICE OR CONSENT BY ABSENT STOCKHOLDERS. The
transactions of any meeting of stockholders, either annual or special,
however called and noticed, and wherever held, shall be as valid as though
had at a meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or after the
meeting, each person entitled to vote, who was not present in person or by
proxy, signs a written waiver of notice or a consent to a holding of the
meeting, or an approval of the minutes. The waiver of notice, consent or
approval need not specify either the business to be transacted or the
purpose of any annual or special meeting of stockholders. All such waivers,
consents or approvals shall be filed with the corporate records or made a
part of the minutes of the meeting. Attendance by a person at a meeting
shall also constitute a waiver of notice of that meeting, except when the
person attends the meeting for the express purpose of objecting and
objects, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened, and except
that attendance at a meeting is not a waiver of any right to object to the
consideration of matters required by law to be included in the notice of
the meeting but not so included if that objection is expressly made at the
meeting.

     Section 2.15. INSPECTORS OF ELECTION. In advance of any meeting of
stockholders, the Board of Directors shall appoint Inspectors of Election
to act at such meeting or at any adjournment or adjournments thereof. If
such Inspectors are not so appointed or fail or refuse to act, the chairman
of any such meeting may (and, upon the demand of any stockholder or
stockholder's proxy, shall) make such an appointment.

     The number of Inspectors of Election shall be one (1) or three (3). If
there are three (3) Inspectors of Election, the decision, act or
certificate of a majority shall be effective and shall represent the
decision, act or certificate of all. No such Inspector need be a
stockholder of the Corporation.

     Subject to any provisions of the Certificate of Incorporation, the
Inspectors of Election shall determine the number of shares outstanding,
the voting power of each, the shares represented at the meeting, the
existence of a quorum and the authenticity, validity and effect of proxies;
they shall receive votes, ballots or consents, hear and determine all
challenges and questions in any way arising in connection with the right to
vote, count and tabulate all votes or consents, determine when the polls
shall close and determine the result; and finally, they shall do such acts
as may be proper to conduct the election or vote with fairness to all
stockholders. On request, the Inspectors shall make a report in writing to
the secretary of the meeting concerning any challenge, question or other
matter as may have been determined by them and shall execute and deliver to
such secretary a certificate of any fact found by them.


                                ARTICLE III

                                 Directors

     Section 3.01. POWERS. The business and affairs of the Corporation
shall be managed by and be under the direction of the Board of Directors.
The Board of Directors shall exercise all the powers of the Corporation,
except those that are conferred upon or reserved to the stockholders by
statute, the Certificate or these Bylaws.

     Section 3.02. NUMBER. The number of directors shall be fixed from time
to time by resolution of the Board of Directors but shall not be less than
three (3) nor more than nine (9).

     Section 3.03. ELECTION AND TERM OF OFFICE. Effective as of the date of
the amendment to the Certificate of Incorporation which amendment shall
reflect an article consistent with the terms of this Section 3.03 (the
"Effective Date"), the Board of Directors shall consist of three classes of
directors, such classes to be as nearly equal in number of directors as
possible, having staggered three-year terms of office, the term of office
of the directors of the first such class to expire at the first annual
meeting of the Corporation's stockholders following the Effective Date,
those of the second class to expire at the second annual meeting of the
Corporation's stockholders following the Effective Date, and those of the
third class at the third annual meeting of the Corporation's stockholders
following the Effective Date, such that at each such annual meeting of
stockholders, nominees will stand for election for three-year terms to
succeed those directors whose terms are to expire at such meeting.
Likewise, at each other annual meeting of stockholders held from and after
the Effective Date, those nominees elected at such meeting to succeed those
directors whose terms expire at such meeting, shall serve for a term
expiring at the third annual meeting of stockholders following their
election. Members of the Board of Directors shall hold office until the
annual meeting of stockholders for the year in which their term is
scheduled to expire as set forth above in this Section 3.03 and their
respective successors are duly elected and qualified or until their earlier
death, incapacity, resignation, or removal. No decrease in the authorized
number of directors shall shorten the term of any incumbent director, and
additional directors elected in connection with rights to elect such
additional directors under specified circumstances which may be granted to
the holders of any series of Preferred Stock shall not be included in any
class, but shall serve for such term or terms and pursuant to such other
provisions as are specified in the resolution of the Board of Directors
establishing such series.

     Section 3.04. ELECTION OF CHAIRMAN OF THE BOARD. At the organizational
meeting immediately following the annual meeting of stockholders, the
directors shall elect a Chairman of the Board from among the directors who
shall hold office until the corresponding meeting of the Board of Directors
in the next year and until his successor shall have been elected or until
his earlier resignation or removal. Any vacancy in such office may be
filled for the unexpired portion of the term in the same manner by the
Board of Directors at any regular or special meeting.

     Section 3.05. REMOVAL. Any director may be removed from office only as
provided in the Certificate of Incorporation.

     Section 3.06. VACANCIES AND ADDITIONAL DIRECTORSHIPS. Except as the
Delaware General Corporate Laws may otherwise require, and subject to the
rights of the holders of any series of Preferred Stock with respect to the
filling of vacancies or new directorships in the Board of Directors, newly
created directorships resulting from death, resignation, disqualification,
removal or other cause shall be filled solely 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 such director's successor shall have been
elected and qualified. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.

     Section 3.07. REGULAR AND SPECIAL MEETINGS. Regular meetings of the
Board of Directors shall be held immediately following the annual meeting
of the stockholders; without call at such time as shall from time to time
be fixed by the Board of Directors; and as called by the Chairman of the
Board in accordance with applicable law. Special meetings of the Board of
Directors shall be held upon call by or at the direction of the Chairman of
the Board, the President or any two (2) directors, except that when the
Board of Directors consists of one (1) director, then the one director may
call a special meeting. Except as otherwise required by law, notice of each
special meeting shall be mailed to each director, addressed to him at his
residence or usual place of business, at least three days before the day on
which the meeting is to be held, or shall be sent to him at such place by
telex, telegram, cable, facsimile transmission or telephoned or delivered
to him personally, not later than the day before the day on which the
meeting is to be held. Such notice shall state the time and place of such
meeting, but need not state the purpose or purposes thereof, unless
otherwise required by law, the Certificate of Incorporation or these Bylaws
("Bylaws").

     Notice of any meeting need not be given to any director who shall
attend such meeting in person (except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened) or who shall waive notice thereof, before or after such meeting,
in a signed writing.

     Section 3.08. QUORUM. At all meetings of the Board of Directors, a
majority of the fixed number of directors shall constitute a quorum for the
transaction of business, except that when the Board of Directors consists
of one (1) director, then the one director shall constitute a quorum. In
the absence of a quorum, the directors present, by majority vote and
without notice other than by announcement, may adjourn the meeting from
time to time until a quorum shall be present. At any reconvened meeting
following such an adjournment at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting
as originally notified.

     Section 3.09. VOTES REQUIRED. Except as otherwise provided by
applicable law or by the Certificate of Incorporation, the vote of a
majority of the directors present at a meeting duly held at which a quorum
is present shall be sufficient to pass any measure.

     Section 3.10. PLACE AND CONDUCT OF MEETINGS. Each regular meeting and
special meeting of the Board of Directors shall be held at a location
determined as follows: The Board of Directors may designate any place,
within or without the State of Delaware, for the holding of any meeting. If
no such designation is made: (a) any meeting called by a majority of the
directors shall be held at such location, within the county of the
Corporation's principal executive office, as the directors calling the
meeting shall designate; and (b) any other meeting shall be held at such
location, within the county of the Corporation's principal executive
office, as the Chairman of the Board may designate or, in the absence of
such designation, at the Corporation's principal executive office. Subject
to the requirements of applicable law, all regular and special meetings of
the Board of Directors shall be conducted in accordance with such rules and
procedures as the Board of Directors may approve and, as to matters not
governed by such rules and procedures, as the chairman of such meeting
shall determine. The chairman of any regular or special meeting shall be
the Chairman of the Board, or, in his absence, a person designated by the
Board of Directors. The Secretary, or, in the absence of the Secretary, a
person designated by the chairman of the meeting shall act as secretary of
the meeting. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, so long as all directors
participating in the meeting can hear one another, and all such directors
shall be deemed to be present in person at the meeting.

     Section 3.11. FEES AND COMPENSATION. Directors shall be paid such
compensation as may be fixed from time to time by resolution of the Board
of Directors: (a) for their usual and contemplated services as directors;
(b) for their services as members of committees appointed by the Board of
Directors, including attendance at committee meetings as well as services
which may be required when committee members must consult with management
staff; and (c) for extraordinary services as directors or as members of
committees appointed by the Board of Directors, over and above those
services for which compensation is fixed pursuant to items (a) and (b) in
this Section 3.11. Compensation may be in the form of an annual retainer
fee or a fee for attendance at meetings, or both, or in such other form or
on such basis as the resolutions of the Board of Directors shall fix.
Directors shall be reimbursed for all reasonable expenses incurred by them
in attending meetings of the Board of Directors and committees appointed by
the Board of Directors and in performing compensable extraordinary
services. Nothing contained herein shall be construed to preclude any
director from serving the Corporation in any other capacity, such as an
officer, agent, employee, consultant or otherwise, and receiving
compensation therefor.

     Section 3.12. COMMITTEES OF THE BOARD OF DIRECTORS. To the full extent
permitted by applicable law, the Board of Directors may from time to time
establish committees, including, but not limited to, standing or special
committees and an executive committee with authority and responsibility for
bookkeeping, with authority to act as signatories on Corporation bank or
similar accounts and with authority to choose attorneys for the Corporation
and direct litigation strategy, which shall have such duties and powers as
are authorized by these Bylaws or by the Board of Directors. Committee
members, and the chairman of each committee, shall be appointed by the
Board of Directors. The Chairman of the Board, in conjunction with the
several committee chairmen, shall make recommendations to the Board of
Directors for its final action concerning members to be appointed to the
several committees of the Board of Directors. Any member of any committee
may be removed at any time with or without cause by the Board of Directors.
Vacancies which occur on any committee shall be filled by a resolution of
the Board of the Directors. If any vacancy shall occur in any committee by
reason of death, resignation, disqualification, removal or otherwise, the
remaining members of such committee, so long as a quorum is present, may
continue to act until such vacancy is filled by the Board of Directors. The
Board of Directors may, by resolution, at any time deemed desirable,
discontinue any standing or special committee. Members of standing
committees, and their chairmen, shall be elected yearly at the regular
meeting of the Board of Directors which is held immediately following the
annual meeting of stockholders. The provisions of Sections 3.07, 3.08, 3.09
and 3.10 of these Bylaws shall apply, mutatis mutandis, to any such
Committee of the Board of Directors.

     Section 3.13. WAIVER OF NOTICE. The transactions of any meeting of the
board of directors, however called and noticed or wherever held, shall be
as valid as though had at a meeting duly held after regular call and notice
if a quorum is present and if, either before or after the meeting, each of
the directors not present signs a written waiver of notice, a consent to
holding the meeting or an approval of the minutes. The waiver of notice or
consent need not specify the purpose of the meeting. All such waivers,
consents, and approvals shall be filed with the corporate records or made a
part of the minutes of the meeting. Notice of a meeting shall also be
deemed given to any director who attends the meeting without protesting,
before or at its commencement, the lack of notice to that director.

     Section 3.14. ADJOURNMENT. A majority of the directors present,
whether or not constituting a quorum, may adjourn any meeting to another
time and place.

     Section 3.15. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given to absent directors if the
time and place are fixed at the meeting adjourned.

     Section 3.16. ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the board of directors or any committee thereof may be taken
without a meeting, if all members of the board shall individually or
collectively consent in writing to that action. Such action by written
consent shall have the same force and effect as a unanimous vote of the
board of directors. Such written consent or consents shall be filed with
the minutes of the proceedings of the board.


                                 ARTICLE IV

                                  Officers

     Section 4.01. DESIGNATION, ELECTION AND TERM OF OFFICE. The
Corporation shall have a Chairman of the Board, a President, a Treasurer,
such senior vice presidents and vice presidents as the Board of Directors
deems appropriate, a Secretary and such other officers as the Board of
Directors may deem appropriate. These officers shall be elected annually by
the Board of Directors at the organizational meeting immediately following
the annual meeting of stockholders, and each such officer shall hold office
until the corresponding meeting of the Board of Directors in the next year
and until his successor shall have been elected and qualified or until his
earlier resignation, death or removal. Any vacancy in any of the above
offices may be filled for the unexpired portion of the term by the Board of
Directors at any regular or special meeting. Any number of offices may be
held by the same person in accordance with section 4.08 herein.

     Section 4.02. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors shall preside at all meetings of the directors and shall have
such other powers and duties as may from time to time be assigned to him by
the Board of Directors.

     Section 4.03. PRESIDENT. The President shall be the chief executive
officer of the Corporation and shall, subject to the power of the Board of
Directors, have general supervision, direction and control of the business
and affairs of the Corporation. He shall preside at all meetings of the
stockholders and, in the absence of the Chairman of the Board, at all
meetings of the directors. He shall have the general powers and duties of
management usually vested in the office of president of a corporation, and
shall have such other duties as may be assigned to him from time to time by
the Board of Directors.

     Section 4.04. TREASURER. The Treasurer shall keep and maintain, or
cause to be kept and maintained, adequate and correct books and records of
account of the properties and business transactions of the Corporation,
including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital, retained earnings and shares. The books of account
shall at all reasonable times be open to inspection by the directors. The
Treasurer shall deposit all moneys and other valuables in the name and to
the credit of the Corporation with such depositories as may be designated
by the Board of Directors. He shall disburse the funds of the Corporation
as may be ordered by the Board of Directors, shall render to the President
and directors, whenever they request it, an account of all of his
transactions as the Treasurer and of the financial condition of the
Corporation, and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or the Bylaws.

     Section 4.05. SECRETARY. The Secretary shall keep the minutes of the
meetings of the stockholders, the Board of Directors and all committees. He
shall be the custodian of the corporate seal and shall affix it to all
documents which he is authorized by law or the Board of Directors to sign
and seal. He also shall perform such other duties as may be assigned to him
from time to time by the Board of Directors or the Chairman of the Board or
President.

     Section 4.06. ASSISTANT OFFICERS. The President may appoint one or
more assistant secretaries and such other assistant officers as the
business of the Corporation may require, each of whom shall hold office for
such period, have such authority and perform such duties as may be
specified from time to time by the President.

     Section 4.07. WHEN DUTIES OF AN OFFICER MAY BE DELEGATED. In the case
of absence or disability of an officer of the Corporation or for any other
reason that may seem sufficient to the Board of Directors, the Board of
Directors or any officer designated by it, or the President, may, for the
time of the absence or disability, delegate such officer's duties and
powers to any other officer of the Corporation.

     Section 4.08. OFFICERS HOLDING TWO OR MORE OFFICES. The same person
may hold any two (2) or more of the above-mentioned offices.

     Section 4.09. COMPENSATION. The Board of Directors shall have the
power to fix the compensation of all officers and employees of the
Corporation.

     Section 4.10. RESIGNATIONS. Any officer may resign at any time by
giving written notice to the Board of Directors, to the President, or to
the Secretary of the Corporation. Any such resignation shall take effect at
the time specified therein unless otherwise determined by the Board of
Directors. The acceptance of a resignation by the Corporation shall not be
necessary to make it effective.

     Section 4.11. REMOVAL. Any officer of the Corporation may be removed,
with or without cause, by the affirmative vote of a majority of the entire
Board of Directors. Any assistant officer of the Corporation may be
removed, with or without cause, by the President or by the Board of
Directors.


                                 ARTICLE V

                   Indemnification of Directors, Officers
                    Employees and other Corporate Agents

     Section 5.01. ACTION, ETC., OTHER THAN BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee, trustee or
agent of another corporation, partnership, joint venture, trust or other
enterprise (all such persons being referred to hereinafter as an "Agent"),
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, and with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, that he had reasonable cause to
believe that his conduct was unlawful.

     Section 5.02. ACTION, ETC., BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he is or was an Agent against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
Corporation by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which such court shall deem proper.

     Section 5.03. DETERMINATION OF RIGHT OF INDEMNIFICATION. Any
indemnification under Sections 5.01 or 5.02 (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the Agent is proper in the
circumstances because the Agent has met the applicable standard of conduct
set forth in Sections 5.01 and 5.02 hereof, which determination is made (a)
by the Board of Directors, by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (b)
if such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (c) by the stockholders.

     Section 5.04. INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY.
Notwithstanding the other provisions of this Article V, to the extent that
an Agent has been successful on the merits or otherwise, including the
dismissal of an action without prejudice or the settlement of an action
without admission of liability, in defense of any action, suit or
proceeding referred to in Sections 5.01 or 5.02 hereof, or in defense of
any claim, issue or matter therein, such Agent shall be indemnified against
expenses, including attorneys' fees actually and reasonably incurred by
such Agent in connection therewith.

     Section 5.05. ADVANCES OF EXPENSES. Except as limited by Section 5.06
of this Article V, expenses incurred by an Agent in defending any civil or
criminal action, suit, or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding, if the
Agent shall undertake to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified as authorized
in this Article V. Notwithstanding the foregoing, no advance shall be made
by the Corporation if a determination is reasonably and promptly made by
the Board of Directors by a majority vote of a quorum of disinterested
directors, or (if such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs) by independent legal counsel
in a written opinion, that, based upon the facts known to the Board of
Directors or counsel at the time such determination is made, such person
acted in bad faith and in a manner that such person did not believe to be
in or not opposed to the best interest of the Corporation, or, with respect
to any criminal proceeding, that such person believed or had reasonable
cause to believe his conduct was unlawful.

     Section 5.06. RIGHT OF AGENT TO INDEMNIFICATION UPON APPLICATION;
PROCEDURE UPON APPLICATION. Any indemnification or advance under this
Article V shall be made promptly, and in any event within ninety days, upon
the written request of the Agent, unless a determination shall be made in
the manner set forth in the second sentence of Subsection 5.05 hereof that
such Agent acted in a manner set forth therein so as to justify the
Corporation's not indemnifying or making an advance to the Agent. The right
to indemnification or advances as granted by this Article V shall be
enforceable by the Agent in any court of competent jurisdiction, if the
Board of Directors or independent legal counsel denies the claim, in whole
or in part, or if no disposition of such claim is made within ninety (90)
days. The Agent's expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
proceeding shall also be indemnified by the Corporation.

     Section 5.07. OTHER RIGHTS AND REMEDIES. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article V
shall not be deemed exclusive of any other rights to which an Agent seeking
indemnification or advancement of expenses may be entitled under any Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another
capacity while holding such office, and shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be
an Agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. All rights to indemnification under this
Article V shall be deemed to be provided by a contract between the
Corporation and the Agent who serves in such capacity at any time while
these Bylaws and other relevant provisions of the Delaware General
Corporation Law and other applicable law, if any, are in effect. Any repeal
or modification thereof shall not affect any rights or obligations then
existing.

     Section 5.08. INSURANCE. Upon resolution passed by the Board of
Directors, the Corporation may purchase and maintain insurance on behalf of
any person who is or was an Agent against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status
as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article V.

     Section 5.09. CONSTITUENT CORPORATIONS. For the purposes of this
Article V, references to "the Corporation" shall include, in addition to
the resulting corporation, all constituent corporations (including all
constituents of constituents) absorbed in a consolidation or merger as well
as the resulting or surviving corporation, which, if the separate existence
of such constituent corporation had continued, would have had power and
authority to indemnify its Agents, so that any Agent of such constituent
corporation shall stand in the same position under the provisions of the
Article V with respect to the resulting or surviving corporation as that
Agent would have with respect to such constituent corporation if its
separate existence had continued.

     Section 5.10. OTHER ENTERPRISES, FINES, AND SERVING AT CORPORATION'S
REQUEST. For purposes of this Article V, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the Corporation" shall
include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to any employee benefit
plan, its participants or beneficiaries; and 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 shall be deemed
to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article V.

     Section 5.11. SAVINGS CLAUSE. If this Article V or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify each Agent as to expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or. investigative, and whether internal or
external, including a grand jury proceeding and an action or suit brought
by or in the right of the Corporation, to the full extent permitted by any
applicable portion of this Article V that shall not have been invalidated,
or by any other applicable law.


                                 ARTICLE VI

                                   Stock

     Section 6.01. CERTIFICATES. Except as otherwise provided by law, each
stockholder shall be entitled to a certificate or certificates which shall
represent and certify the number and class (and series, if appropriate) of
shares of stock owned by him in the Corporation. Each certificate shall be
signed in the name of the Corporation by the Chairman of the Board or a
Vice-Chairman of the Board or the President or a Vice President, together
with the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary. Any or all of the signatures on any certificate may be
a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or
registrar at the date of issue.

     Section 6.02. TRANSFER OF SHARES. Shares of stock shall be
transferable on the books of the Corporation only by the holder thereof, in
person or by his duly authorized attorney, upon the surrender of the
certificate representing the shares to be transferred, properly endorsed,
to the Corporation's transfer agent, if the Corporation has a transfer
agent, or to the Corporation's registrar, if the Corporation has a
registrar, or to the Secretary, if the Corporation has neither a transfer
agent nor a registrar. The Board of Directors shall have power and
authority to make such other rules and regulations concerning the issue,
transfer and registration of certificates of the Corporation's stock as it
may deem expedient.

     Section 6.03. TRANSFER AGENTS AND REGISTRARS. The Corporation may have
one or more transfer agents and one or more registrars of its stock whose
respective duties the Board of Directors or the Secretary may, from time to
time, define. No certificate of stock shall be valid until countersigned by
a transfer agent, if the Corporation has a transfer agent, or until
registered by a registrar, if the Corporation has a registrar. The duties
of transfer agent and registrar may be combined.

     Section 6.04. STOCK LEDGERS. Original or duplicate stock ledgers,
containing the names and addresses of the stockholders of the Corporation
and the number of shares of each class of stock held by them, shall be kept
at the principal executive office of the Corporation or at the office of
its transfer agent or registrar.


                                ARTICLE VII

                               Miscellaneous

     Section 7.01. RELATIONSHIP BETWEEN BYLAWS, CERTIFICATE OF
INCORPORATION, AND DELAWARE GENERAL CORPORATE LAW. To the extent that the
Certificate of Incorporation or the Delaware General Corporate Laws grant
to any Person any rights which are restricted under these Bylaws and which
are not permitted to be so restricted by the Certificate of Incorporation
or the Delaware General Corporate Laws, than the extent of such right shall
be as stated in the Certificate of Incorporation or the Delaware General
Corporate Laws, as the case may be, and these Bylaws shall be so
interpreted.