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                                                                     EXHIBIT 3.3

                                     BY-LAWS

                                       of
                           NATIONAL DENTEX CORPORATION
                    (F/K/A  H & M LABORATORY SERVICES, INC.)

                                 ARTICLE FIRST

      The fiscal year of the corporation shall be the year ending with the 31st
day of December in each year.

                                 ARTICLE SECOND

                                  Stockholders

      Section 1. Annual Meeting. The annual meeting of stockholders shall be
held on the second Thursday of April in each year commencing with the year
1982 (or if that be a legal holiday in the place where the meeting is to be
held, on the next succeeding full business day) at the hour fixed by the
Directors or the President and stated in the notice of the meeting. The purposes
for which the annual meeting is to be held, in addition to those prescribed by
law, by the Articles of Organization or by these By-Laws, may be specified by
the Directors or the President. If no annual meeting is held in accordance with
the foregoing provisions, a special meeting may be held in lieu thereof, and any
action taken at such meeting shall have the same effect as if taken at the
annual meeting.

      Section 2. Special Meetings. Special meetings of the stockholders may be
called by the President, or by a majority of the Directors acting by vote or by
written instrument or instruments signed by such a majority of them. Special
meetings of the

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 stockholders shall be called by the Clerk, or in case of the death, absence,
incapacity or refusal of the Clerk, by any other officer, upon written
application of one or more stockholders who are entitled to vote at the meeting
and who hold at least one-tenth part in interest of the capital stock entitled
to vote at the meeting, stating the time, place and purposes of the meeting;
provided, however, that at such time as the corporation shall have a class of
voting stock registered under the Securities Exchange Act of 1934, as amended,
the percentage of stockholders required to apply for a special meeting of
stockholders shall be increased from one-tenth to two-fifths (or forty percent).
No call of a special meeting of the stockholders shall be required if such
notice of the meeting shall have been waived either in writing or by a telegram
by every stockholder entitled to notice thereof, or by his attorney thereunto
authorized.

      Section 3. Place of Meetings. All meetings of stockholders shall be held
at the principal office of the corporation unless a different place (within the
United States) is fixed by the Directors or the President and stated in the
notice of the meeting.

      Section 4. Notices. Notice of all meetings of stockholders shall be given
as follows, to wit:- A written notice, stating the place, day and hour thereof,
shall be given by the Clerk or an Assistant Clerk or the person or persons
calling the meeting, at least seven days before the meeting, to each stockholder
entitled to vote thereat and to each stockholder who, by law, the Articles of
Organization, or these By-laws, is entitled to such notice, by leaving such
notice with him or at his residence or usual place of business, or by mailing
it, postage prepaid, and addressed to such stockholder at his address as it
appears upon the books of the corporation. Notices of all meetings

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of stockholders shall state the purposes for which the meetings are called. No
notice need be given to any stockholder if a waiver of notice in writing or by
telegram, executed before or after the meeting by the stockholder or his
attorney thereunto authorized is filed with the records of the meeting.

      Section 5. Quorum. At any meeting of stockholders a quorum for the
transaction of business shall consist of one or more individuals appearing in
person and/or as proxies and owning and/or representing a majority of the shares
of the corporation then outstanding and entitled to vote. Any meeting may be
adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.

      Section 6. Voting and Proxies. Each stockholder shall have one vote for
each share of stock entitled to vote, and a proportionate vote for any
fractional share entitled to vote, held by him of record according to the
records of the corporation, unless otherwise provided by the Articles of
Organization. Stockholders may vote either in person or by written proxy dated
not more than six months before the meeting named therein. Proxies shall be
filed with the Clerk or other person responsible for recording the proceedings
before being voted at any meeting or any adjournment thereof. Except as
otherwise limited therein, proxies shall entitle the persons named therein to
vote at the meeting specified therein and at any adjourned session of such
meeting but shall not be valid after final adjournment of the

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meeting. A proxy with respect to stock held in the name of two or more persons
shall be valid if executed by one of them unless at or prior to exercise of the
proxy the corporation receives a specific written notice to the contrary from
any one of them. A proxy purporting to be executed by or on behalf of a
stockholder shall be deemed valid unless challenged at or prior to its exercise
and the burden of proving invalidity shall rest on the challenger.

      Section 7. Action at Meeting. When a quorum is present, the action of the
stockholders on any matter properly brought before such meeting shall be decided
by the stockholders of a majority of the stock present or represented and
entitled to vote and voting on such matter, except where a different vote is
required by law, the Articles of Organization or these By-laws. Any election by
stockholders shall be determined by a plurality of the votes cast by the
stockholders entitled to vote at the election. No ballot shall be required for
such election unless requested by a stockholder present or represented at the
meeting and entitled to vote in the election.

      Section 8. Special Action. Any action to be taken by stockholders may be
taken without a meeting if all stockholders entitled to vote on the matter
consent to the action by a writing filed with the records of the meetings of
stockholders. Such consent shall be treated for all purposes as a vote at a
meeting.

      Section 9. Record Date. The Directors may fix in advance a time which
shall be not more than sixty days prior to (a) the date of any meeting of
stockholders, (b) the date for the

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payment of any dividend or the making of any distribution to stockholders, or
(c) the last day on which the consent or dissent of stockholders may be
effectively expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such meeting and any
adjournment thereof, the right to receive such dividend or distribution, or the
right to give such consent or dissent. In such case only stockholders of record
on such record date shall have such right, notwithstanding any transfer of stock
on the books of the corporation after the record date. Without fixing such
record date the Directors may for any of such purposes close the transfer books
for all or any part of such period.

                                 ARTICLE THIRD

                                   Directors

      Section 1. Powers. The business of the corporation shall be managed by a
Board of Directors who shall have and may exercise all the powers of the
corporation except as otherwise reserved to the stockholders by law, by the
Articles of Organization or by these By-laws.

      Section 2. Election. A Board of Directors of such number, not less than
three (except that whenever there shall be only two stockholders the number of
directors shall be not less than two and whenever there shall be only one
stockholder or prior to the issuance of any stock the number of directors shall
be not less than one), nor more than fifteen, as shall be fixed by the
stockholders, shall be elected by the stockholders at the annual meeting.

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      Section 3. Vacancies. Any vacancy at any time existing in the Board may be
filled by the Board at any meeting. The stockholders having voting power may, at
a special meeting called at least in part for the purpose, choose a successor to
a Director whose office is vacant, and the person so chosen shall displace any
successor chosen by the Directors. In the event of a vacancy in the Board of
Directors, the remaining Directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled.

      Section 4. Enlargement of the Board. The number of the Board of Directors
may be increased and one or more additional Directors elected at any special
meeting of the stockholders, called at least in part for the purpose, or by the
Directors by vote of a majority of the Directors then in office.

      Section 5. Tenure. Except as otherwise provided by law, by the Articles of
Organization or by these By-laws, a Director shall hold office until the next
annual meeting of stockholders and thereafter until his successor is chosen and
qualified or until he sooner dies, resigns or is removed. Any Director may
resign by delivering his written resignation to the corporation at its principal
office or to the President or Clerk. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.

      Section 6. Removal. A Director may be removed from office (a) with or
without cause by vote of a majority of the

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stockholders entitled to vote in the election of Directors or (b) for cause by
vote of a majority of the Directors then in office. A Director may be removed
for cause only after reasonable notice and opportunity to be heard before the
body proposing to remove him.

      Section 7. Annual Meeting. Immediately after each annual meeting of
stockholders, or the special meeting held in lieu thereof, and at the place
thereof, if a quorum of the Directors elected at such meeting were present
thereat, there shall be a meeting of the Directors without notice; but if such a
quorum of the Directors elected thereat were not present at such meeting, or if
present do not proceed immediately thereafter to hold a meeting of the
Directors, the annual meeting of the Directors shall be called in the manner
hereinafter provided with respect to the call of special meetings of Directors.

      Section 8. Regular Meetings. Regular meetings of the Directors may be held
at such times and places as shall from time to time be fixed by resolution of
the Board and no notice need be given of regular meetings held at times and
places so fixed, PROVIDED, HOWEVER, that any resolution relating to the holding
of regular meetings shall remain in force only until the next annual meeting of
stockholders, or the special meeting held in lieu thereof, and that if at any
meeting of Directors at which a resolution is adopted fixing the times or place
or places for any regular meetings any Director is absent, no meeting shall be
held pursuant to such resolution until either each such absent Director

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has in writing or by telegram approved the resolution or seven days have elapsed
after a copy of the resolution certified by the Clerk has been mailed, postage
prepaid, addressed to each such absent Director at his last known home or
business address.

      Section 9. Special Meetings. Special meetings of the Directors may be
called by the President or by the Treasurer or by any two Directors and shall be
held at the place designated in the call thereof.

      Section 10. Notices. Notices of any special meeting of the Directors shall
be given by the Clerk or any Assistant Clerk to each Director, by mailing to
him, postage prepaid, and addressed to him at his address as registered on the
books of the corporation, or if not so registered at his last known home or
business address, a written notice of such meeting at least four days before the
meeting or by delivering such notice to him at least forty-eight hours before
the meeting or by sending to him at least forty-eight hours before the meeting,
by prepaid telegram addressed to him at such address, notice of such meeting.
If the Clerk refuses or neglects for more than twenty-four hours after receipt
of the call to give notice of such special meeting, or if the office of Clerk is
vacant or the clerk is absent from the Commonwealth of Massachusetts, or
incapacitated, such notice may be given by the officer or one of the Directors
calling the meeting. Notice need not be given to any Director if a waiver of
notice in writing or by telegram, executed by him before or after the meeting,
is filed with the records of the meeting, or to any

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director who is present in person at the meeting without protesting prior
thereto or at its commencement the lack of notice to him. A notice or waiver of
notice of a Directors' meeting need not specify the purposes of the meeting.

      Section 11. Quorum. At any meeting of the Directors a majority of the
number of Directors required to constitute a full Board, as fixed in or
determined pursuant to these By-laws as then in effect, shall constitute a
quorum for the transaction of business. Whether or not a quorum is present, any
meeting may be adjourned from time to time by a majority of the votes properly
cast upon the question and the meeting may be held as adjourned without further
notice.

      Section 12. Action at Meeting. At any meeting of the Directors at which a
quorum is present, the action of the Directors on any matter brought before the
meeting shall be decided by the vote of a majority of those present and voting,
unless a different vote is required by law, the Articles of Organization, or
these By-laws.

      Section 13. Participation by Telephone at a Meeting. Any Director or
member of any committee designated by the Directors may participate in a meeting
of the Directors or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time, and participation by such means
shall constitute presence in person at a meeting for all purposes, including,
without limitation, for purposes of Sections 10, 11, 12 and 15 of this Article.

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      Section 14. Special Action. Any action by the Directors may be taken
without a meeting if a written consent thereto is signed by all the Directors
and filed with the records of the Directors' meetings. Such consent shall be
treated as a vote of the Directors for all purposes.

      Section 15. Committees. The Directors may, by vote of a majority of the
number of Directors required to constitute a full Board as fixed in or
determined pursuant to these By-laws as then in effect, elect from their number
an executive or other committees and may by like vote delegate thereto some or
all of their powers except those which by law, the Articles of Organization or
these By-laws they are prohibited from delegating. Except as the Directors may
otherwise determine, any such committee may make rules for the conduct of its
business, but unless otherwise provided by the Directors or in such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these By-laws for the Directors.

                                 ARTICLE FOURTH

                                    Officers

      Section 1. Enumeration. The officers of the corporation shall be a
President, a Treasurer, a Clerk, and such Vice Presidents, Assistant Treasurers,
Assistant Clerks, and other officers as may from time to time be determined by
the Directors.

      Section 2. Election. The President, Treasurer and Clerk shall be elected
by the incorporator(s) at their initial meeting and thereafter shall be elected
annually by the Directors

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at their first meeting following the annual meeting of stockholders, or the
special meeting held in lieu thereof. Other officers may be chosen by the
incorporator(s) at their initial meeting and by the Directors.

      Section 3. Qualification. Any officer may, but need not be, a Director or
a stockholder. Any two or more offices may be held by the same person. The Clerk
shall be a resident of Massachusetts unless the corporation has a resident agent
appointed for the purpose of service of process. Any officer may be required by
the Directors to give bond for the faithful performance of his duties to the
corporation in such amount and with such sureties as the Directors may
determine.

      Section 4. Tenure. Except as otherwise provided by law, by the Articles of
Organization or by these By-laws, the President, Treasurer and Clerk shall hold
office until the first meeting of the Directors following the annual meeting of
stockholders, or the special meeting held in lieu thereof, and thereafter until
his successor is chosen and qualified. Other officers shall hold office until
the first meeting of the Directors following the annual meeting of stockholders,
or the special meeting held in lieu thereof, unless a shorter term is specified
in the vote choosing or appointing them. Any officer may resign by delivering
his written resignation to the corporation at its principal office or to the
President or Clerk, and such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

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      Section 5. Removal. The Directors may remove any officer with or without
cause by a vote of a majority of the entire number of Directors then in office,
provided, that an officer may be removed for cause only after reasonable notice
and opportunity to be heard by the Board of Directors prior to action thereon.

      Section 6. President. The President when present shall preside at all
meetings of the stockholders and of the Directors. It shall be his duty and he
shall have the power to see that all orders and resolutions of the Directors are
carried into effect. The President, as soon as reasonably possible after the
close of each fiscal year, shall submit to the Directors a report of the
operations of the corporation for such year and a statement of its affairs and
shall from time to time report to the Directors all matters within his knowledge
which the interests of the corporation may require to be brought to its notice.
The President shall perform such duties and have such powers additional to the
foregoing as the Directors shall designate.

      Section 7. Vice Presidents. In the absence or disability of the President
or a vacancy in such office, his powers and duties shall be performed by the
Vice President, if only one, or, if more than one, by the one designated for the
purpose by the Directors. Each Vice President shall have such other powers and
perform such other duties as the Directors shall from time to time designate.

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      Section 8. Treasurer. The Treasurer shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositaries as shall be designated by the Directors or
in the absence of such designation in such depositaries as he shall from time to
time deem proper. He shall disburse the funds of the corporation as shall be
ordered by the Directors, taking proper vouchers for such disbursements. He
shall promptly render to the President and to the Directors such statements of
his transactions and accounts as the President and Directors respectively may
from time to time require. The Treasurer shall perform such duties and have such
powers additional to the foregoing as the Directors may designate.

      Section 9. Assistant Treasurers. In the absence or disability of the
Treasurer, his powers and duties shall be performed by the Assistant Treasurer,
if only one, or, if more than one, by the one designated for the purpose by the
Directors. Each Assistant Treasurer shall have such other powers and perform
such other duties as the Directors shall from time to time designate.

      Section 10. Clerk (Clerk/Secretary). The Clerk shall record in books kept
for the purpose all votes and proceedings of the stockholders and, if there be
no Secretary or Assistant Secretary, the Clerk may be referred to as Secretary
and shall record as aforesaid all votes and proceedings of the Directors at
their meetings. Unless the Directors shall appoint a transfer

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agent and/or registrar or other officer or officers for the purpose, the Clerk
shall be charged with the duty of keeping, or causing to be kept, accurate
records of all stock outstanding, stock certificates issued and stock transfers;
and, subject to such other or different rules as shall be adopted from time to
time by the Directors, such records may be kept solely in the stock certificate
books. The Clerk shall perform such duties and have such powers additional to
the foregoing as the Directors shall designate.

      Section 11. Assistant Clerks. In the absence or disability of the Clerk or
in the event of a vacancy in such office, the Assistant Clerk, if one be
elected, or, if there be more than one, the one designated for the purpose by
the Directors, shall perform the duties of the Clerk. Each Assistant Clerk shall
have such other powers and perform such other duties as these By-laws may
provide or as the Directors may from time to time designate. A Temporary Clerk
designated by the person presiding shall perform the duties of the Clerk in the
absence of the Clerk and Assistant Clerks from any meeting of stockholders or
Directors.

      Section 12. Secretary and Assistant Secretaries. If a Secretary is
elected, he shall keep a record of the meetings of the Directors and in his
absence, an Assistant Secretary, if one be elected, or, if there be more than
one, the one designated for the purpose by the Directors, otherwise the
Clerk/Secretary, or, in his absence, a Temporary Clerk/Secretary designated by
the person presiding at the meeting, shall perform the duties of the

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Secretary. Each Assistant Secretary shall have such other powers and perform
such other duties as the Directors may from time to time designate.

                                  ARTICLE FIFTH

                      Provisions Relating to Capital Stock

      Section 1. Unissued Stock. The Board of Directors shall have the authority
to issue from time to time the whole or any part of any unissued balance of the
authorized stock of the corporation to such persons, for such consideration,
whether cash, property, services or expenses, and on such terms as the Directors
may from time to time determine without first offering the same for subscription
to stockholders of the corporation.

      Section 2. Certificates of Stock. Each stockholder shall be entitled to a
certificate or certificates representing in the aggregate the shares owned by
him and certifying the number and class thereof, which shall be in such form as
the Directors shall adopt. Each certificate of stock shall be signed by the
President or a Vice President and by the Treasurer or an Assistant Treasurer,
but when a certificate is countersigned by a transfer agent or a registrar,
other than a Director, officer or employee of the corporation, such signatures
may be facsimiles. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer at the time of its issue. Every
certificate for shares of stock

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which are subject to any restriction on transfer pursuant to the Articles of
Organization, the By-laws or any agreement to which the corporation is a party,
shall have the restriction noted conspicuously on the certificate and shall also
set forth on the face or back either the full text of the restriction or a
statement of the existence of such restriction and a statement that the
corporation will furnish a copy to the holder of such certificate upon written
request and without charge. Every certificate issued when the corporation is
authorized to issue more than one class or series of stock shall set forth on
its face or back either the full text of the preferences, voting powers,
qualifications and special and relative rights of the shares of each class and
series authorized to be issued or a statement of the existence of such
preferences, powers, qualifications and rights, and a statement that the
corporation will furnish a copy thereof to the holder of such certificate upon
written request and without charge.

      Section 3. Transfer of stock. The stock of the corporation shall be
transferable, so as to affect the rights of the corporation, only by transfer
recorded on the books of the corporation, in person or by duly authorized
attorney, and upon the surrender of the certificate or certificates properly
endorsed or assigned.

      Section 4. Equitable Interests Not Recognized. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact hereof and

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shall 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 except as may be otherwise
expressly provided by law.

      Section 5. Lost or Destroyed Certificates. The Directors of the
corporation may, subject to Massachusetts General Laws, Chapter 156B, Section
29, as amended from time to time, determine the conditions upon which a new
certificate of stock may be issued in place of any certificate alleged to have
been lost, destroyed, or mutilated.

                                  ARTICLE SIXTH

                           Stock in Other Corporations

      Except as the Directors may otherwise designate, the President or
Treasurer may waive notice of, and appoint any person or persons to act as proxy
or attorney in fact for this corporation (with or without power of substitution)
at, any meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this corporation.

                                 ARTICLE SEVENTH

                             Inspection of Records

      Books, accounts, documents and records of the corporation shall be open to
inspection by any Director at all times during the usual hours of business. The
original, or attested copies, of the Articles of Organization, By-laws and
records of all meetings of the incorporators and stockholders, and the stock and
transfer records, which shall contain the names of all stock-

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holders and the record address and the amount of stock held by each, shall be
kept in Massachusetts at the principal office of the corporation, or at an
office of its transfer agent or of the Clerk or of its registered agent. Said
copies and records need not all be kept in the same office. They shall be
available at all reasonable times to the inspection of any stockholder for any
proper purpose but not to secure a list of stockholders for the purpose of
selling said list or copies thereof or of using the same for a purpose other
than in the interest of the applicant, as a stockholder, relative to the affairs
of the corporation.

                                 ARTICLE EIGHTH

                   Checks, Notes, Drafts and Other Instruments

      Checks, notes, drafts and other instruments for the payment of money drawn
or endorsed in the name of the corporation may be signed by any officer or
officers or person or persons authorized by the Directors to sign the same. No
officer or person shall sign any such instrument as aforesaid unless authorized
by the Directors to do so.

                                  ARTICLE NINTH

                                      Seal

      The seal of the corporation shall be circular in form, bearing its name,
the word "Massachusetts", and the year of its incorporation. The Clerk or any
Assistant Clerk may affix the seal (as may any other officer if authorized by
the Directors) to any instrument requiring the corporate seal.

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                                  ARTICLE TENTH

                                   Amendments

      These By-laws may at any time be amended by vote of the stockholders,
provided that notice of the substance of the proposed amendment is stated in the
notice of the meeting. If authorized by the Articles of Organization, the
Directors may also make, amend, or repeal these By-laws in whole or in part,
except with respect to any provision thereof which by law, the Articles of
Organization, or these By-laws requires action by the stockholders. Not later
than the time of giving notice of the meeting of stockholders next following the
making, amending or repealing by the Directors of any by-law, notice thereof
stating the substance of such change shall be given to all stockholders entitled
to vote on amending the By-laws. Any By-law adopted by the Directors may be
amended or repealed by the stockholders.

                                ARTICLE ELEVENTH

                       Transactions With Related Parties

      The corporation may enter into contracts or transact business with one or
more of its Directors, officers, or stock-holders or with any corporation,
association, trust company, organization or other concern in which any one or
more of its Directors, officers or stockholders are Directors, officers,
trustees, shareholders, beneficiaries or stockholders or otherwise interested
and other contracts or transactions in which any one or more of its Directors,
officers or stockholders is in any way interested; and in the absence of fraud,
no such contract or

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transaction shall be invalidated or in any way affected by the fact that such
Directors, officers or stockholders of the corporation have or may have
interests which are or might be adverse to the interest of the corporation even
though the vote or action of Directors, officers or stockholders having such
adverse interests may have been necessary to obligate the corporation upon such
contract or transaction. At any meeting of the Board of Directors of the
corporation (or any duly authorized committee thereof) which shall authorize or
ratify any such contract or transaction, any such Director or Directors, may
vote or act thereat with like force and effect as if he had not such interest,
provided, in such case the nature of such interest (though not necessarily the
extent or details thereof) shall be disclosed or shall have been known to the
Directors or a majority thereof. A general notice that a Director or officer is
interested in any corporation or other concern of any kind above referred to
shall be a sufficient disclosure as to such Director or officer with respect to
all contracts and transactions with such corporation or other concern. No
Director shall be disqualified from holding office as Director or officer of the
corporation by reason of any such adverse interests. In the absence of fraud, no
Director, officer or stockholder having such adverse interest shall be liable to
the corporation or to any stockholder or creditor thereof or to any other person
for any loss incurred by it under or by reason of such contract or transaction,
nor shall any such Director, officer or stockholder be accountable for any gains
or profits realized thereon.

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                                 ARTICLE TWELFTH

               Indemnification of Directors, Officers and Others

      The corporation shall, to the extent legally permissible, indemnify any
person serving or who has served as a Director or officer of the corporation, or
at its request as a Director, trustee, officer, employee or other agent of any
organization in which the corporation owns shares or of which it is a creditor
against all liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel fees reasonably
incurred by him in connection with the defense or disposition of any action,
suit or other proceeding, whether civil, criminal or administrative, in which he
may be involved or with which he may be threatened, while serving or thereafter,
by reason of his being or having been such a Director, officer, trustee,
employee or agent, except with respect to any matter as to which he shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interests of the corporation
(or, to the extent that such matter relates to service with respect to an
employee benefit plan, in the best interest of the participants or beneficiaries
of such employee benefit plan); provided, however, that as to any matter
disposed of by a compromise payment by such Director, officer, trustee, employee
or agent, pursuant to a consent decree or otherwise, no indemnification either
for said payment or for any other expenses shall be provided unless:

            (a) such compromise shall be approved as in the best interests of
      the corporation, after notice that it involves such indemnification;

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                  (i) by a disinterested majority of the directors then in
            office; or

                  (ii) by the holders of a majority of the outstanding stock at
            the time entitled to vote for Directors, voting as a single class,
            exclusive of any stock owned by any interested Director or officer;
            or

            (b) in the absence of action by disinterested Directors or
      stockholders, there has been obtained at the request of a majority of the
      Directors then in office an opinion in writing of independent legal
      counsel to the effect that such Director or officer appears to have acted
      in good faith in the reasonable belief that this action was in the best
      interests of the corporation.

Expenses including counsel fees, reasonably incurred by any such Director,
officer, trustee, employee or agent in connection with the defense or
disposition of any such action, suit or other proceeding may be paid from time
to time by the corporation in advance of the final disposition thereof upon
receipt of an undertaking by such individual to repay the amounts so paid to the
corporation if it is ultimately determined that indemnification for such
expenses is not authorized under this section. The right of indemnification
hereby provided shall not be exclusive of or affect any other rights to which
any such Director, officer, trustee, employee or agent may be entitled. Nothing
contained in this Article shall affect any rights to indemnification to which
corporate personnel other than such Directors, officers, trustees,

                                      -22-
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employees or agents may be entitled by contract or otherwise under law. As used
in this Article the terms 'Director,' 'officer,' 'trustee,' employee,' and
'agent' include their respective heirs, executors and administrators, and an
'interested' Director, officer, trustee, employee or agent is one against whom
in such capacity the proceedings in question or other proceeding on the same or
similar grounds is then pending.

                                      -23-