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                                                                   EXHIBIT 3.4

                                       BYLAWS
                                          
                                         OF
                                          
                         ARDIS TELECOM & TECHNOLOGIES, INC.
                                          
                              (A DELAWARE CORPORATION)
                                          
                                          
                                          
                                     ARTICLE I
                                          
                                      OFFICES
                                          
     SECTION 1.1.    The registered office of the Corporation shall be in the
City of Wilmington, County of New Castle, State of Delaware.

     SECTION 1.2.    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

                               MEETINGS OF STOCKHOLDERS

     SECTION 2.1.    ANNUAL MEETINGS.  The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may properly come before the meeting shall be held at such place within or
without the State of Delaware, and at such hour of the day as the Board of
Directors shall determine, on the third Tuesday in January in each year (or if
such date shall be a legal holiday the Board of Directors may, in its
discretion, fix the date for such meeting on the next succeeding day).

     SECTION 2.2.    SPECIAL MEETINGS.  Special meetings of the stockholders
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by order of the President, and shall
be called by the President or Secretary at the request in writing of a majority
of the Board of Directors, the whole Executive Committee or stockholders holding
together at least one-fifth of all shares of the Corporation entitled to vote at
the meeting.  Special meetings of the stockholders shall be held at such place
within or without the State of Delaware, on such date, and at such time as may
be designated by the person or persons calling the meeting.

     SECTION 2.3.    NOTICE OF MEETINGS.  Written notice of every meeting of
stockholders, stating the time, place and purposes thereof, shall be given
personally or by mail at least ten (10), but not more than sixty (60), days
(except as otherwise provided by law) before the 

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date of such meeting to each person who appears on the stock transfer books 
of the Corporation as a stockholder and who is entitled to vote at such 
meeting.  If such notice is mailed, it shall be directed to such stockholder 
at his address as it appears on the stock transfer books of the Corporation.

     SECTION 2.4.    QUORUM.  At any meeting of the stockholders the holders of
a majority of the shares of the Corporation entitled to vote at such meeting,
present in person or represented by proxy, shall constitute a quorum for all
purposes, except where otherwise provided by law or in the Certificate of
Incorporation.  A quorum, once established, shall not be broken by the
withdrawal of enough votes to leave less than a quorum and the votes present may
continue to transact business until adjournment, provided that any action (other
than adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

     SECTION 2.5.    ADJOURNMENTS.  If at any meeting of stockholders a quorum
shall fail to attend in person or by proxy, the holders of a majority of the
shares present in person or by proxy and entitled to vote at such meeting may
adjourn the meeting from time to time until a quorum shall attend, and thereupon
any business may be transacted which might have been transacted at the meeting
as originally called.  Notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken, provided, however, that if the adjournment is for more than thirty (30)
days or if after the adjournment a new record date is fixed, notice of the
adjourned date shall be given.

     SECTION 2.6.    ORGANIZATION.  The Chairman of the Board, if one is
elected, and in his absence the President, and in their absence the Vice
President, shall call meetings of the stockholders to order and shall act as
chairman thereof.  The Secretary or an Assistant Secretary of the Corporation
shall act as secretary at all meetings of the stockholders when present, and, in
the absence of both, the presiding officer may appoint any person to act as
secretary.  The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of discussion as he may deem appropriate in
his discretion.

     SECTION 2.7.    VOTING.  At each meeting of the stockholders, each holder
of the shares of Common Stock shall be entitled to one vote on such matter for
each such share and may exercise such voting right either in person or by proxy
appointed by an instrument in writing subscribed by such stockholder or his duly
authorized attorney.  No such proxy shall be voted or acted upon after three (3)
years from its date unless the proxy provides for a longer period.  Voting need
not be by ballot.  All elections of  directors shall be decided by a plurality
vote and all questions decided and actions authorized by a majority vote, except
as otherwise required by law.

     SECTION 2.8.    INSPECTORS.  At any meeting of stockholders, inspectors of
election may be appointed by the presiding officer of the meeting for the
purpose of opening and closing the polls, receiving and taking charge of the
proxies, and receiving and counting the ballots or the vote of stockholders
otherwise given.  The inspectors shall be appointed by the presiding officer of
the meeting, shall be sworn to faithfully perform their duties, and shall in
writing certify to the returns.  No candidate for election as director shall be
appointed or act as inspector.


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     SECTION 2.9.    STOCKHOLDER LIST.  At least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of such stockholder,
shall be prepared and held open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours for said ten (10)
days 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 meeting during the whole time thereof, and may be inspected by
any stockholder who is present.

     SECTION 2.10.   INFORMAL ACTION.  Any action that may be taken at any
annual or special meeting of the stockholders of the Corporation, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be 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, provided that a consent must
bear the date of each stockholder's signature and no consent will be effective
unless written consents received by a sufficient number of stockholders to take
the contemplated action are delivered to the Corporation within sixty days of
the date that the earliest consent is delivered to the Corporation.  Prompt
notice of the taking of corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.  In the event that the action which is consented to is
such as would have required the filing of a certificate under any section of
Delaware law, if such action had been voted on by stockholders at a meeting
thereof, the certificate filed under such other section shall state, in lieu of
any statement required by such section concerning any vote of stockholders, that
written consent and that written notice have been given in accordance with
Section 228 of the General Corporation Law of the State of Delaware.
 
                                     ARTICLE III

                                      DIRECTORS

     SECTION 3.1.    FUNCTIONS AND NUMBER.  The property, business and affairs
of the Corporation shall be managed and controlled by a board of directors, who
need not be stockholders, citizens of the United States or residents of the
State of Delaware.  The number of members which shall constitute the Board of
Directors shall be determined by resolution of the Board of Directors or by the
stockholders at an annual or special meeting held for that purpose, but no
decrease in the Board of Directors shall have the effect of shortening the term
of an incumbent director.  The first Board of Directors shall consist of one (1)
member, such number to constitute the first whole Board of Directors.  The use
of the phrase "whole Board" herein refers to the total number of directors which
the Corporation would have if there were no vacancies.  Except as otherwise
provided by law or in these Bylaws or in the Certificate of Incorporation, the
directors shall be elected by the stockholders entitled to vote at the annual
meeting of stockholders of the Corporation, and shall be elected to serve until
the next annual meeting of stockholders and until their successors shall be
elected and shall qualify.


                                     -3-
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     SECTION 3.2.    REMOVAL.  Any director may be removed, with or without
cause, by the affirmative vote of the holders of a majority of the then
outstanding shares of Common Stock.

     SECTION 3.3.    VACANCIES.  Unless otherwise provided in the Certificate
of Incorporation or in these Bylaws, vacancies among the directors, whether
caused by resignation, death, disqualification, removal, an increase in the
authorized number of directors or otherwise, may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director.

     SECTION 3.4.    PLACE OF MEETING.  The directors may hold their meetings
and may have one or more offices and keep the books of the Corporation (except
as otherwise may at any time be provided by law) at such place or places within
or without the State of Delaware as the Board may from time to time determine.

     SECTION 3.5.    ANNUAL MEETING.  The newly elected Board may meet for the
purpose of organization, the election of officers and the transaction of other
business, at such time and place within or without the State of Delaware as
shall be fixed as provided in Section 3.7 of this Article for special meetings
of the Board of Directors.

     SECTION 3.6.    REGULAR MEETINGS.  Regular meetings of the Board of
Directors shall be held at such time and place within or without the State of
Delaware as the Board of Directors shall from  time to time by resolution
determine and no notice of such regular meetings shall be required.

     SECTION 3.7.    SPECIAL MEETINGS.  Special meetings of the Board of
Directors shall be held whenever called by the direction of the President or of
one-third of the directors then in office.  The Secretary or some other officer
or director of the Corporation shall give notice to each director of the time
and place of each special meeting by mailing the same at least five (5) days
before the meeting or by telexing, telegraphing or telephoning the same not
later than the day before the meeting, at the residence address of each director
or at his usual place of business. Special meetings of the Board shall be held
at such place within or without the State of Delaware as shall be specified in
the call for the meeting.  Unless expressly required by statute, by the
Certificate of Incorporation or by the Bylaws, neither the business to be
transacted at, nor the purpose of, any special meeting of the Board of Directors
need be specified in the notice of a meeting.

     SECTION 3.8.    QUORUM.  Except as otherwise provided by law or in the
Certificate of Incorporation, a majority of the directors in office shall
constitute a quorum for the transaction of business.  A majority of those
present at the time and place of any regular or special meeting, if less than a
quorum be present, may adjourn from time to time without notice, until a quorum
be had.  The act of a majority of directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors, except as may be
otherwise provided by law or in the Certificate of Incorporation.


                                     -4-
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     SECTION 3.9.    COMPENSATION.  The Board of Directors shall have the
authority to fix by resolution the compensation of directors.

     SECTION 3.10.   ORGANIZATION.  At all meetings of the Board of Directors,
the President, or in his absence the Vice President if he is a member of the
Board, or in their absence, a chairman chosen by the directors shall preside.
The Secretary or an Assistant Secretary of the Corporation shall act as
secretary at all meetings of the Board of Directors when present, and, in the
absence of both, the presiding officer may appoint any person to act as 
secretary.

     SECTION 3.11.   TELEPHONE MEETINGS.  Any member of the Board of Directors
may participate in any meeting of such Board by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in any meeting pursuant to
this provision shall constitute presence in person at such meeting.

     SECTION 3.12.   INFORMAL ACTION.  Any action required or permitted to be
taken at any meeting of the Board of Directors, or  any committee thereof,  may
be taken without a meeting if all the members of the Board consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board.

                                      ARTICLE IV

                                      COMMITTEES

     SECTION 4.1.    EXECUTIVE COMMITTEE.  The Board of Directors, by a
resolution passed by a vote of a majority of the whole Board, may appoint an
Executive Committee of one or more directors, which to the extent permitted by
law and in said resolution shall, during the intervals between the meetings of
the Board of Directors, in all cases where special directions shall not have
been given by the Board, have and exercise the powers of the Board of Directors,
including those powers enumerated in these Bylaws which are not specifically
reserved to the Board of Directors, in the management of the property, business
and affairs of the Corporation; provided, however, that the Executive Committee
shall not have any power or authority to amend the Certificate of Incorporation,
to adopt any agreement of merger or consolidation, to recommend to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, to recommend to the stockholders a
dissolution of the Corporation or a revocation of dissolution, to amend the
Bylaws of the Corporation, to declare a dividend, to authorize the issuance of
stock or to adopt a certificate of ownership and merger.  The Executive
Committee shall have power to authorize the seal of the Corporation to be
affixed to all papers which may require it.  The Board of Directors shall
appoint the Chairman of the Executive Committee.  The members of the Executive
Committee shall receive such compensation and fees as from time to time may be
fixed by the Board of Directors.

     SECTION 4.2.    ALTERNATES AND VACANCIES.  The Board of Directors may
designate one or more directors as alternate members of the Executive Committee
who may replace any absent or disqualified member at any meeting of the
Executive Committee.  In the absence or disqualification of a member of the
Executive Committee, the member or members thereof present 


                                     -5-
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at any meeting and not disqualified from voting, whether or not he or they 
constitute a quorum, may unanimously appoint another member of the Board of 
Directors to act at the meeting in the place of any such absent or 
disqualified member.  All other vacancies in the Executive Committee shall be 
filled by the Board of Directors in the same manner as original appointments 
to such Committee.

     SECTION 4.3.    COMMITTEES TO REPORT TO BOARD.  The Executive Committee
shall keep regular minutes of its proceedings and all action by the Executive
Committee shall be reported to the Board of Directors at its meeting next
succeeding such action.

     SECTION 4.4.    PROCEDURE.  The Executive Committee shall fix its own
rules of procedure, and shall meet where and as provided by such rules or by
resolution of the Board of Directors.  The presence of a majority of the then
appointed number of each committee created pursuant to this Article IV shall
constitute a quorum and in every case an affirmative vote by a majority of the
members of the committee present and not disqualified from voting shall be the
act of the committee.

     SECTION 4.5.    OTHER COMMITTEES.  From time to time the Board of
Directors by a resolution adopted by a majority of the whole Board may appoint
any other committee or committees for any purpose or purposes, to the extent
lawful, which shall have such powers as shall be determined and specified by the
Board of Directors in the resolution of appointment.

     SECTION 4.6.    TERMINATION OF COMMITTEE MEMBERSHIP.  In the event any
person shall cease to be a director of the Corporation, such person shall
simultaneously therewith cease to be a member of any committee appointed by the
Board of Directors, or any subcommittee thereof.

                                      ARTICLE V

                                       OFFICERS

     SECTION 5.1.    EXECUTIVE OFFICERS.  The executive officers of the
Corporation may consist of a Chairman of the Board, a President and Chief
Executive Officer, one or more Vice Presidents, a Treasurer and a Secretary, all
of whom shall be elected annually by the Board of Directors. Unless otherwise
provided in the resolution of election, each officer shall hold office until the
next annual election of directors and until his successor shall have been
qualified.  Any two of such offices may be held by the same person.

     SECTION 5.2.    SUBORDINATE OFFICERS.  The Board of Directors may appoint
one or more Assistant Secretaries, one or more Assistant Treasurers and such
other subordinate officers and agents as it may deem necessary or advisable, for
such term as the Board of Directors shall fix in such appointment, who shall
have such authority and perform such duties as may from time to time be
prescribed by the Board.

     SECTION 5.3.    COMPENSATION.  The Board of Directors shall have the power
to fix the compensation of all officers, agents and employees of the
Corporation, which power, as to other than elected officers, may be delegated as
the Board of Directors shall determine.


                                     -6-
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     SECTION 5.4.    REMOVAL.  All officers, agents and employees of the
Corporation shall be subject to removal, with or without cause, at any time by
affirmative vote of the majority of the whole Board of Directors whenever, in
the judgment of the Board of Directors, the best interests of the Corporation
will be served thereby.  The power to remove agents and employees, other than
officers or agents elected or appointed by the Board of Directors, may be
delegated as the Board of Directors shall determine.

     SECTION 5.5.    CHAIRMAN OF THE BOARD.  If a Chairman of the Board is
elected, he shall be chosen from among the members of the Board of Directors and
shall preside at all meetings of the directors and the stockholders of the
Corporation.  The Chairman of the Board shall, in general, have supervisory
power over the President and all other officers of the Corporation.

     SECTION 5.6.    THE PRESIDENT.  The President shall be the chief operating
officer of the Corporation and shall have the general powers and duties of
supervision and management of the Corporation.  The President shall also be the
chief executive officer of the Corporation and, in the absence of the Chairman
of the Board, shall preside at all meetings of the stockholders and directors at
which he is present.  The President shall also perform such other duties as may
from time to time be assigned to him by the Board of Directors.

     SECTION 5.7.    VICE PRESIDENTS.  Each Vice President shall perform such
duties and shall have such authority as from time to time may be assigned to him
by the Board of Directors or the President.

     SECTION 5.8.    THE TREASURER.  The Treasurer shall have the general care
and custody of all the funds and securities of the Corporation which may come
into his hands and shall deposit the same to the credit of the Corporation in
such bank or banks or depositaries as from time to time may be designated by the
Board of Directors or by an officer or officers authorized by the Board of
Directors to make such designation, and the Treasurer shall pay out and dispose
of the same under the direction of the Board of Directors.  He shall have
general charge of all securities of the Corporation and shall in general perform
all duties incident to the position of Treasurer.

     SECTION 5.9.    THE SECRETARY.  The Secretary shall keep the minutes of
all proceedings of the Board of Directors and the minutes of all meetings of the
stockholders and also, unless otherwise directed by such committee, the minutes
of each standing committee, in books provided for that purpose, of which he
shall be the custodian; he shall attend to the giving and serving of all notices
for the Corporation; he shall have charge of the seal of the Corporation, of the
stock certificate books and such other  books and papers as the Board of
Directors may direct; and he shall in general perform all the duties incident to
the office of Secretary and such other duties as may be assigned to him by the
Board of Directors.

     SECTION 5.10.   VACANCIES.  All vacancies among the officers for any cause
shall be filled only by the Board of Directors.


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     SECTION 5.11.   BONDING.  The Board of Directors shall have power to
require any officer or employee of the Corporation to give bond for the faithful
discharge of his duties in such form and with such surety or sureties as the
Board of Directors may deem advisable.

                                      ARTICLE VI

                                        STOCK

     SECTION 6.1.    FORM AND EXECUTION OF CERTIFICATES.  The shares of stock
of the Corporation shall be represented by certificates in such form as shall be
approved by the Board of Directors; provided that the Board of Directors of the
Corporation may provide by resolution that some or all of any or all classes or
series of its stock shall be uncertificated shares.  Any such resolution shall
not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation; and, notwithstanding the adoption of such a
resolution by the Board of Directors, every holder of stock represented by
certificates and every holder of uncertificated shares shall be entitled to a
certificate or certificates representing his shares upon delivery of a written
request therefor to the Secretary of the Corporation.   The certificates shall
be signed by the President or the Vice President and the Treasurer or the
Secretary or an Assistant Treasurer or Assistant Secretary, except that where
any such certificates shall be countersigned by a transfer agent and by a
registrar, the signatures of any of the officers above specified, and the seal
of the Corporation upon such certificates, may be facsimiles, engraved or
printed.  In case any officer, transfer agent or registrar  who has signed or
whose facsimile signature has been placed upon such 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 he
were such officer, transfer agent or registrar at the date of its issue.

     SECTION 6.2.    REGULATIONS.  The Board of Directors may make such rules
and regulations consistent with any governing statute as it may deem expedient
concerning the issue, transfer and registration of certificates of stock and
concerning certificates of stock issued, transferred or registered in lieu or
replacement of any lost, stolen, destroyed or mutilated certificates of stock.

     SECTION 6.3.    FIXING OF RECORD DATE.  For the purpose of determining the
stockholders entitled to notice of, and to vote at, any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or 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 date as the record date for any such
determination of stockholders, and all persons who are stockholders of record on
the date so fixed, and no others, shall be entitled to notice of, and to vote
at, such meeting or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to receive payment of any dividend or
other distribution or allotment of any rights, or to exercise any rights in
respect of any change, conversion or exchange of stock or to take any other
lawful action, as the case may be.  Such record date shall not be more than
sixty (60) days nor less than ten (10) days before the date of any such meeting,
nor more than sixty (60) days prior to any other action, provided that any
record date established by the Board of Directors may not 



                                     -8-
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precede the date of the resolution establishing the record date.  The record 
date for determining stockholders entitled to consent to corporate actions in 
writing shall not be more than ten (10) days after the date upon which the 
resolution fixing the record date was adopted.  If no record date is 
established prior to an action undertaken by consent, the record date shall 
be, if no action of the Board of Directors is required, the first date on 
which a signed written consent setting forth the action taken is delivered to 
the corporation.  If action by the Board of Directors is required, the record 
date shall be the close of business on the day the board adopts the 
resolution taking the prior action.

     SECTION 6.4.    TRANSFER AGENT AND REGISTRAR.  The Board of Directors may
appoint a transfer agent or transfer agents and a registrar or registrars for
any or all classes of the capital stock of the Corporation, and may require
stock certificates of any or all classes to bear the signature of either or
both.

                                     ARTICLE VII

                                         SEAL

     SECTION 7.1.    SEAL.  The seal of the Corporation shall be circular in
form and contain the name of the Corporation, the year of its organization, and
the words "CORPORATE SEAL, DELAWARE", which seal shall be in charge of the
Secretary to be used as directed by the Board of Directors.

                                     ARTICLE VIII

                                     FISCAL YEAR

     SECTION 8.1.    FISCAL YEAR.  The fiscal year of the Corporation shall be
the calendar year unless otherwise fixed by resolution of the Board of
Directors.

                                      ARTICLE IX

                                   WAIVER OF NOTICE

     SECTION 9.1.    WAIVER OF NOTICE.  Any person may waive any notice
required to be given by law, in the Certificate of Incorporation or under these
Bylaws by attendance in person, or by proxy if a stockholder, at any meeting,
except when such 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 by a writing signed by the person
or persons entitled to said notice, whether before or after the time stated in
said notice, which waiver shall be deemed equivalent to such notice.  Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders, directors, or members of a committee appointed by
the Board of Directors need be specified in any written waiver of notice.

                                      ARTICLE X


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             CHECKS, NOTES, DRAFTS, CONTRACTS, VOTING OF SECURITIES, ETC.

     SECTION 10.1.   CHECKS, NOTES, DRAFTS, ETC.  All checks, notes, drafts or
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer, officers,
person or persons as from time to time may be designated by the Board of
Directors or by an officer or officers authorized by the Board of Directors to
make such designation.

     SECTION 10.2.   EXECUTION OF CONTRACTS, DEEDS, ETC.  The Board of
Directors may authorize any officer or officers, agent or agents, in the name
and on behalf of the Corporation, to enter into or execute and deliver any and
all deeds, bonds, mortgages, contracts and other obligations or instruments, and
such authority may be general or confined to specific instances.

     SECTION 10.3.   PROVISION REGARDING CONFLICTS OF INTERESTS.  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 its directors or
officers are directors or  officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if:

          (a)  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 or committee in good faith
     authorizes the contract or transaction by the affirmative votes of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum; or

          (b)  The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the shareholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the shareholders; or

          (c)  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 shareholders.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     SECTION 10.4.   VOTING OF SECURITIES OWNED BY THE CORPORATION.  Subject
always to the specific directions of the Board of Directors, any share or shares
of stock or other securities issued by any other corporation and owned or
controlled by the Corporation may be voted, whether by written consent as set
forth hereinbelow or  at any meeting of such other corporation, by the President
of the Corporation, or in the absence of the President, by any Vice President of
the Corporation who may be present at such meeting or available to sign such
written consent.  Whenever in the judgment of the  President, or in his absence,
of any Vice President, it shall be desirable for the Corporation to execute a
proxy or give a consent with respect to any share or 


                                    -10-
<PAGE>

shares of stock or other securities issued by any other corporation and owned 
by the Corporation, such proxy or consent shall be executed in the name of 
the Corporation by the President or one of the Vice Presidents of the 
Corporation without necessity of any authorization by the Board of Directors. 
Any person or persons so designated as the proxy or proxies of the 
Corporation shall have full right, power and authority to vote the share or 
shares of stock or other securities issued by such other corporation and 
owned by the Corporation.

                                      ARTICLE XI

                                   INDEMNIFICATION

     SECTION 11.1.   INDEMNIFICATION.  Each person who was or is made a party
or is threatened to be made a party to or is involved in any threatened, pending
or completed action suit or proceeding, whether civil, criminal or investigative
(a "proceeding"), by reason of the fact that he or a person for whom he is the
legal representative 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 or of a
partnership, joint venture, trust or other enterprise (including service with
respect to employee benefit plans) whether the basis of such proceeding is
alleged action in his official capacity as a director, officer, employee or
agent, or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to the
fullest extent permitted by the Delaware General Corporation Law against all
expenses, liability and loss (including attorneys' fees, judgments, fines,
special excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith.  Such
right shall be a contract right and shall include the right to require
advancement by the Corporation of attorneys' fees and other expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that the payment of such expenses incurred by a director or officer of
the Corporation in his capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of such proceeding, shall be made by the
Corporation only upon delivery to the corporation of an undertaking, by or on
behalf of such director or officer, to repay all amount so advanced if it should
be determined ultimately that such director or officer is not entitled to be
indemnified under this section or otherwise.

     SECTION 11.2.   INDEMNIFICATION NOT EXCLUSIVE.  The indemnification and
advancement of expenses provided by this Article XI shall not be deemed
exclusive of any other rights to which a person seeking indemnification may be
entitled under the Certificate of Incorporation, any 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 continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.


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<PAGE>

     SECTION 11.3.   INSURANCE.  The Corporation shall have power to purchase
and maintain insurance on behalf of any person who 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
(including service with respect to employee benefit plans) against any liability
assessed 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 XI.


















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