GRIDLINE COMMUNICATIONS HOLDINGS INC.

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                                     BY-LAWS

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                          Effective as of July 14, 2005

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

                  SECTION 1. PLACE OF MEETINGS. Meetings of the stockholders for
the election of directors  or for any other  purpose  shall be held at such time
and place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors or the  President  and stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

                  SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Stockholders
shall be held on such date and at such time as shall be designated  from time to
time by the Board of Directors and stated in the notice of the meeting, at which
meeting the  stockholders  shall elect by a plurality vote a Board of Directors,
and transact such other  business as may properly be brought before the meeting.
Written notice of the Annual Meeting of Stockholders stating the place, date and
hour of the meeting shall be given to each stockholder  entitled to vote at such
meeting  not less  than ten nor more  than  sixty  days  before  the date of the
meeting.

                  SECTION 3. SPECIAL  MEETINGS.  Unless otherwise  prescribed by
law or by the Certificate of  Incorporation,  Special  Meetings of Stockholders,
for  any  purpose  or  purposes,  may be  called  at any  time by the  Board  of
Directors.  Written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less  than ten nor more  than  sixty  days  before  the date of the
meeting to each stockholder entitled to vote at such meeting.

                  SECTION 4. QUORUM.  Except as otherwise  provided by law or by
the Certificate of Incorporation, the holders of a majority of the capital stock
issued  and  outstanding  and  entitled  to vote  thereat,  present in person or
represented  by  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
stockholders for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the  stockholders,  the stockholders
entitled to vote thereat,  present in person or represented by proxy, shall have
power to  adjourn  the  meeting  from time to time,  without  notice  other than
announcement at the meeting, until a quorum shall be present or represented.  At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally noticed. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned meeting shall be given to each stockholder  entitled to vote at
the meeting.

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                  SECTION 5.  VOTING.  Unless  otherwise  required  by law,  the
Certificate of Incorporation  or these By-Laws,  any question brought before any
meeting  of  stockholders  shall  be  decided  by the vote of the  holders  of a
majority of the stock represented and entitled to vote thereat. Each stockholder
represented at a meeting of stockholders  shall be entitled to cast one vote for
each  share  of the  capital  stock  entitled  to  vote  thereat  held  by  such
stockholder.  Such votes may be cast in person or by proxy but no proxy shall be
voted on or after three years from its date,  unless such proxy  provides  for a
longer period. The Board of Directors, in its discretion,  or the officer of the
Corporation  presiding  at a meeting of  stockholders,  in his  discretion,  may
require that any votes cast at such meeting shall be cast by written ballot.

                  SECTION 6. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.  Unless
otherwise  provided in the Certificate of Incorporation,  any action required or
permitted to be taken at any Annual or Special  Meeting of  Stockholders  of the
Corporation,  may be taken without a meeting, without prior notice and without a
vote, in a consent in writing,  setting forth the action so taken, 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. Prompt notice of the
taking of the 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 the General  Corporation Law, if such
action had been voted on by stockholders at a meeting  thereof,  the Certificate
filed shall state, in lieu of any statement concerning any vote of stockholders,
that  written  consent  and  written  notice has been given as  provided in this
Section 6.

                  SECTION 7. LIST OF STOCKHOLDERS  ENTITLED TO VOTE. The officer
of the Corporation  who has charge of the stock ledger of the Corporation  shall
prepare and make,  at least ten 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 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 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 whole time
thereof,  and may be  inspected by any  stockholder  of the  Corporation  who is
present.

                  SECTION 8. STOCK LEDGER.  The stock ledger of the  Corporation
shall be the only  evidence as to who are the  stockholders  entitled to examine
the stock ledger,  the list required by Section 7 of this Article I or the books
of the  Corporation,  or to  vote  in  person  or by  proxy  at any  meeting  of
stockholders.

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                                   ARTICLE II

                                    DIRECTORS

                  SECTION  1.  NUMBER,  ELECTION,  RESIGNATION  AND  REMOVAL  OF
DIRECTORS.  The Board of Directors  shall  consist of not less than one nor more
than fifteen members, the exact number of which shall be fixed from time to time
by the Board of  Directors.  Except as  provided  in Section 2 of this  Article,
directors  shall be elected by a plurality of the votes cast at Annual  Meetings
of  Stockholders,  and each director so elected shall hold office until the next
Annual Meeting and until his successor is duly elected and  qualified,  or until
his earlier  resignation  or removal.  Any  director may resign at any time upon
notice to the Corporation.  Any director may be removed at any time for cause or
without  cause  by the vote of the  holders  of a  majority  of the  stock  then
entitled  to vote at an  election  of  directors.  The  vacancy  on the Board of
Directors  caused by any such removal may be filled by the  stockholders at such
meeting or as provided in Section 2 of this Article II.

                  SECTION   2.   VACANCIES.   Vacancies,   and   newly   created
directorships resulting from any increase in the authorized number of directors,
may be filled by vote of a majority  of the  directors  then in office  (even if
such remaining directors constitute less than a quorum) or of the sole remaining
director,  and the  directors  so chosen shall hold office until the next annual
election and until their  successors  are duly elected and  qualified,  or until
their earlier resignation or removal.

                  SECTION 3. DUTIES AND POWERS.  The business of the Corporation
shall be managed by or under the  direction of the Board of Directors  which may
exercise  all such  powers of the  Corporation  and do all such  lawful acts and
things as are not by statute or by the Certificate of  Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

                  SECTION 4. MEETINGS. The Board of Directors of the Corporation
may hold meetings,  both regular and special, either within or without the State
of  Delaware.  Regular  meetings of the Board of  Directors  may be held without
notice at such time and at such place as may from time to time be  determined by
the Board of Directors. Special meetings of the Board of Directors may be called
by the President or any of the directors. Notice thereof stating the place, date
and hour of the meeting  and the  purpose or  purposes  for which the meeting is
called shall be given to each director either by mail not less than  forty-eight
(48) hours before the date of the meeting,  by  telephone  on  twenty-four  (24)
hours' notice,  or on such shorter notice as the person or persons  calling such
meeting may deem necessary or appropriate in the circumstances.

                  SECTION 5.  QUORUM.  Except as may be  otherwise  specifically
provided by law, the  Certificate  of  Incorporation  or these  By-Laws,  at all
meetings of the Board of Directors,  two-thirds of the entire Board of Directors
shall  constitute  a quorum for the  transaction  of  business  and the act of a
majority  of the  directors  present at any  meeting at which  there is a quorum
shall be the act of the Board of Directors.  If a quorum shall not be present at
any meeting of the Board

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of Directors, the directors present thereat may adjourn the meeting from time to
time,  without  notice other than  announcement  at the meeting,  until a quorum
shall be present.

                  SECTION 6. ACTIONS OF BOARD.  Unless otherwise provided by the
Certificate of Incorporation or these By-Laws,  any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting,  if all the members of the Board of Directors or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of  proceedings of the Board of Directors or
committee.

                  SECTION 7. MEETING BY MEANS OF  CONFERENCE  TELEPHONE.  Unless
otherwise provided by the Certificate of Incorporation or these By-Laws, members
of the  Board  of  Directors,  or any  committee  designated  by  the  Board  of
Directors,  may  participate  in a  meeting  of the Board of  Directors  or such
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,
and  participation  in a meeting  pursuant  to this  Section 7 shall  constitute
presence in person at such meeting.

                  SECTION  8.  COMMITTEES.   The  Board  of  Directors  may,  by
resolution passed by a majority of the entire Board of Directors,  designate one
or more committees, each committee to consist of one or more of the directors of
the  Corporation.  The Board of Directors may designate one or more directors as
alternate  members of any committee,  who may replace any absent or disqualified
member at any meeting of any such committee.  In the absence or disqualification
of a member of a committee,  and in the absence of a designation by the Board of
Directors of an alternate  member to replace the absent or disqualified  member,
the member or members thereof present 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 absent or disqualified  member. Any committee,  to the extent allowed by law
and provided in the resolutions establishing such committee,  shall have and may
exercise  all  the  powers  and  authority  of the  Board  of  Directors  in the
management of the business and affairs of the Corporation, and may authorize the
seal of the  Corporation  to be fixed  to all  papers  which  require  it.  Each
committee  shall keep regular  minutes and report to the Board of Directors when
required.

                                   ARTICLE III

                                    OFFICERS

                  SECTION 1. GENERAL.  The officers of the Corporation  shall be
chosen  by the Board of  Directors  and shall be a  President,  Treasurer  and a
Secretary.  The Board of Directors,  in its discretion,  may also choose a Chief
Executive Officer,  Chief Financial Officer, Chief Operations Officer and one or
more Vice  Presidents,  Assistant  Secretaries,  Assistant  Treasurers and other
officers. Any number of offices may be held by the same person, unless otherwise
prohibited  by law, the  Certificate  of  Incorporation  or these  By-Laws.  The
officers of the Corporation need not be stockholders of the Corporation nor need
such officers be directors of the Corporation.

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                  SECTION  2.  ELECTION.  The  Board of  Directors  at its first
meeting held after each Annual Meeting of Stockholders  shall elect the officers
of the  Corporation  who  shall  hold  their  offices  for such  terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors;  and all officers of the Corporation  shall hold
office until their  successors are chosen and qualified,  or until their earlier
resignation  or removal.  Any officer  elected by the Board of Directors  may be
removed with or without cause, at any time by the affirmative vote of a majority
of  the  Board  of  Directors.  Any  vacancy  occurring  in  any  office  of the
Corporation  shall be filled  by the Board of  Directors.  The  salaries  of all
officers of the Corporation shall be fixed by the Board of Directors.

                  SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION.  Powers
of  attorney,  proxies,  waivers  of  notice  of  meeting,  consents  and  other
instruments  relating to securities  owned by the Corporation may be executed in
the name of and on behalf of the  Corporation by any officer of the  Corporation
and any such officer may, in the name of and on behalf of the Corporation,  take
all such action as any such  officer may deem  advisable to vote in person or by
proxy at any  meeting  of  security  holders  of any  corporation  in which  the
Corporation  may own  securities  and at any such meeting  shall possess and may
exercise  any and  all  rights  and  power  incident  to the  ownership  of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present.  The Board of Directors may, by resolution,  from time
to time confer like powers upon any other person or persons.

                  SECTION 4.  PRESIDENT.  The  President  shall,  subject to the
control of the Board of Directors,  have general  supervision of the business of
the  Corporation  and shall see that all orders and  resolutions of the Board of
Directors  are  carried  into  effect.  The  President  shall have the power and
authority to execute all bonds,  mortgages,  contracts and other  instruments of
the  Corporation  requiring a seal,  under the seal of the  Corporation,  except
where required or permitted by law to be otherwise  signed and executed  without
seal and except in such cases in which the other officers of the Corporation may
sign and execute  documents  when so authorized by these  By-Laws,  the Board of
Directors or the President.  The President  shall preside at all meetings of the
stockholders  and the Board of Directors.  The President shall also perform such
other  duties and may  exercise  such  other  powers as from time to time may be
assigned to him by these By-Laws or by the Board of Directors.

                  SECTION 5. SECRETARY.  The Secretary shall attend all meetings
of the Board of Directors  and all meetings of  stockholders  and record all the
proceedings  thereat  in a book  or  books  to be kept  for  that  purpose;  the
Secretary  shall also  perform  like  duties for the  standing  committees  when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders  and special  meetings of the Board of Directors,  and shall
perform such other duties as may be  prescribed by the Board of Directors or the
President, under whose supervision he shall be. If the Secretary shall be unable
or shall refuse to cause to be given notice of all meetings of the  stockholders
and  special  meetings  of the  Board of  Directors,  then  either  the Board of
Directors or the President may choose another officer to cause such notice to be
given.  The Secretary  shall have custody of the seal of the Corporation and the
Secretary shall have authority to affix the same to any instrument  requiring it
and when so affixed,  it may be attested

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by the  signature  of the  Secretary.  The  Secretary  shall  have the power and
authority to execute all bonds,  mortgages,  contracts and other  instruments of
the  Corporation  requiring a seal,  under the seal of the  Corporation,  except
where required or permitted by law to be otherwise  signed and executed  without
seal. The Board of Directors may give general  authority to any other officer to
affix the seal of the  Corporation  and to attest the affixing by his signature.
The Secretary shall see that all books,  reports,  statements,  certificates and
other  documents  and records  required by law to be kept or filed are  properly
kept or filed, as the case may be.

                  SECTION 6. OTHER OFFICERS. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time  may be  assigned  to them by the  Board  of  Directors.  The  Board  of
Directors  may  delegate to any other  officer of the  Corporation  the power to
choose such other officers and to prescribe their respective duties and powers.

                                   ARTICLE IV

                                      STOCK

                  SECTION 1. FORM OF CERTIFICATES.  Every holder of stock in the
Corporation  shall be entitled to have a certificate  signed, in the name of the
Corporation  (i) by the  President and (ii) by the Secretary or the Treasurer of
the  Corporation,   certifying  the  number  of  shares  owned  by  him  in  the
Corporation.

                  SECTION 2. SIGNATURES. Where a certificate is countersigned by
(i) a transfer  agent  other than the  Corporation  or its  employee,  or (ii) a
registrar other than the Corporation or its employee, any other signature on the
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 he were such officer, transfer agent or registrar at the date of issue.

                  SECTION  3.  LOST  CERTIFICATES.  The Board of  Directors  may
direct a new  certificate to be issued in place of any  certificate  theretofore
issued by the Corporation  alleged to have been lost, stolen or destroyed,  upon
the making of an affidavit of that fact by the person  claiming the  certificate
of stock to be lost,  stolen or destroyed.  When authorizing such issue of a new
certificate,  the Board of Directors  may, in its  discretion and as a condition
precedent to the  issuance  thereof,  require the owner of such lost,  stolen or
destroyed  certificate,  or his legal  representative,  to advertise the same in
such  manner  as the  Board  of  Directors  shall  require  and/or  to give  the
Corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

                  SECTION  4.  TRANSFERS.  Stock  of the  Corporation  shall  be
transferable in the manner prescribed by law and in these By-Laws.  Transfers of
stock shall be made on the books of the Corporation  only by the person named in
the certificate or by his attorney lawfully  constituted in

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writing  and upon the  surrender  of the  certificate  therefor,  which shall be
canceled before a new certificate shall be issued.

                  SECTION 5.  RECORD  DATE.  In order that the  Corporation  may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders  or any  adjournment  thereof,  or entitled  to express  consent to
corporate action in writing without a meeting, 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 days nor less than
ten days before the date of such meeting,  nor more than ten days after the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors  in the case of  consent  to  corporate  action in  writing  without a
meeting nor more than sixty days prior to any other action.  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  6.  BENEFICIAL   OWNERS.  The  Corporation  shall  be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and 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,  whether or
not it shall have express or other notice thereof,  except as otherwise provided
by law.

                                    ARTICLE V

                                     NOTICES

                  SECTION 1.  NOTICES.  Whenever  written  notice is required by
law, the  Certificate  of  Incorporation  or these  By-Laws,  to be given to any
director,  member of a  committee  or  stockholder,  such notice may be given by
mail, addressed to such director,  member of a committee or stockholder,  at his
address as it appears on the records of the  Corporation,  with postage  thereon
prepaid,  and such  notice  shall be deemed to be given five days after the same
shall be deposited in the United States mail.  Written  notice may also be given
personally or by email, facsimile, telex or cable.

                  SECTION 2. WAIVERS OF NOTICE.  Whenever any notice is required
by law, the Certificate of  Incorporation  or these By-Laws,  to be given to any
director,  member of a committee or  stockholder,  a waiver  thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

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                                   ARTICLE VI

                               GENERAL PROVISIONS

                  SECTION 1. DIVIDENDS.  Dividends upon the capital stock of the
Corporation,  subject to the provisions of the Certificate of Incorporation,  if
any,  may be  declared  by the Board of  Directors  at any  regular  or  special
meeting,  and may be paid in cash,  in  property,  or in shares  of the  capital
stock.  Before payment of any dividend,  there may be set aside out of any funds
of the  Corporation  available  for  dividends  such sum or sums as the Board of
Directors  from time to time,  in its  absolute  discretion,  deems  proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  Corporation,  or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

                  SECTION 2. DISBURSEMENTS.  All checks or demands for money and
notes of the  Corporation  shall be signed by such  officer or  officers or such
other  person  or  persons  as the  Board of  Directors  may  from  time to time
designate.

                  SECTION 3. FISCAL  YEAR.  The fiscal  year of the  Corporation
shall be fixed by the resolution of the Board of Directors.

                  SECTION  4.  CORPORATE  SEAL.  The  corporate  seal shall have
inscribed thereon the name of the Corporation,  the year of its organization and
the words  "Corporate  Seal,  Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                   ARTICLE VII

                                 INDEMNIFICATION

                  SECTION 1. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS
OTHER THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION.  Subject to Section 3 of
this Article VII, the Corporation shall indemnify any officer or director of the
Corporation  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 or agent of another
corporation,  partnership,  limited  liability  company,  joint venture,  trust,
employee  benefit  plan  or  other  enterprise,   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

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believed to be in or not opposed to the best interests of the Corporation,  and,
with respect to any criminal  action or  proceeding,  have  reasonable  cause to
believe that his conduct was unlawful.

                  SECTION 2. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS
BY OR IN THE RIGHT OF THE CORPORATION. Subject to Section 3 of this Article VII,
the  Corporation  shall indemnify any officer or director of the Corporation 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 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 or agent of another
corporation,  partnership,  limited  liability  company,  joint venture,  trust,
employee benefit plan or other enterprise 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 matters as to which such person shall have been  adjudged to be
liable  to the  Corporation  unless  and only to the  extent  that the  Court of
Chancery or 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 the Court of  Chancery  or such other court
shall deem proper.

                  SECTION   3.    AUTHORIZATION    OF    INDEMNIFICATION.    Any
indemnification under this Article VII (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 director,  officer,  employee or agent is proper in
the  circumstances  because he has met the  applicable  standard  of conduct set
forth in Section 1 or Section 2 of this  Article  VII,  as the case may be. Such
determination shall be made (i) by a majority vote of the directors who were not
parties to such action,  suit or proceeding  even though less than a quorum,  or
(ii) if there  are no such  directors,  or,  if such  directors  so  direct,  by
independent legal counsel in a written opinion, or (iii) by the stockholders. To
the  extent,  however,  that a  director,  officer,  employee  or  agent  of the
Corporation  has been  successful  on the merits or  otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, he shall be indemnified  against expenses (including  attorneys'
fees) actually and reasonably incurred by him in connection  therewith,  without
the necessity of authorization in the specific case.

                  SECTION  4.  GOOD  FAITH   DEFINED.   For   purposes   of  any
determination  under  Section 3 of this Article VII, a person shall be deemed to
have acted in good faith and in a manner he reasonably  believed to be in or not
opposed  to the best  interests  of the  Corporation,  or,  with  respect to any
criminal  action or proceeding,  to have had no reasonable  cause to believe his
conduct was unlawful,  if his action is based on the records or books of account
of the Corporation or another enterprise,  or on information  supplied to him by
the officers of the  Corporation  or another  enterprise  in the course of their
duties,  or on the  advice  of legal  counsel  for the  Corporation  or  another
enterprise or on information or records given or reports made to the Corporation
or another  enterprise by an independent  certified  public  accountant or by an
appraiser or other expert  selected with  reasonable  care by the Corporation or
another  enterprise.

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<PAGE>

The term  "another  enterprise"  as used in this  Section 4 shall mean any other
corporation or any partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise of which such person is or was serving
at the request of the Corporation as a director, officer, employee or agent. The
provisions  of this Section 4 shall not be deemed to be exclusive or to limit in
any way the  circumstances  in  which a  person  may be  deemed  to have met the
applicable  standard of conduct set forth in Section 1 or 2 of this Article VII,
as the case may be.

                  SECTION 5.  INDEMNIFICATION  BY A COURT.  Notwithstanding  any
contrary determination in the specific case under Section 3 of this Article VII,
and notwithstanding the absence of any determination thereunder,  any officer or
director  may  apply to any  court of  competent  jurisdiction  in the  State of
Delaware for indemnification to the extent otherwise  permissible under Sections
1 and 2 of this Article VII. The basis of such  indemnification by a court shall
be a determination by such court that indemnification of the officer or director
is proper in the  circumstances  because he has met the applicable  standards of
conduct  set forth in Sections 1 or 2 of this  Article  VII, as the case may be.
Neither a contrary  determination  in the specific  case under Section 3 of this
Article VII nor the absence of any  determination  thereunder shall be a defense
to such application or create a presumption that the officer or director seeking
indemnification  has not met any applicable  standard of conduct.  Notice of any
application for indemnification pursuant to this Section 5 shall be given to the
Corporation  promptly upon the filing of such  application.  If  successful,  in
whole or in part, the officer or director seeking  indemnification shall also be
entitled to be paid the expense of prosecuting such application.

                  SECTION 6. EXPENSES PAYABLE IN ADVANCE.  Expenses  incurred in
defending or  investigating a threatened or pending  action,  suit or proceeding
shall be paid by the  Corporation  in advance of the final  disposition  of such
action,  suit or proceeding  upon receipt of an  undertaking  by or on behalf of
such  officer  or  director  to repay  such  amount  if it shall  ultimately  be
determined  that he is not  entitled to be  indemnified  by the  Corporation  as
authorized in this Article VII.

                  SECTION 7.  NONEXCLUSIVITY OF INDEMNIFICATION  AND ADVANCEMENT
OF EXPENSES.  The  indemnification  and  advancement of expenses  provided by or
granted  pursuant to this Article VII shall not be deemed exclusive of any other
rights to which those seeking  indemnification or advancement of expenses may be
entitled  under  any  bylaw,  agreement,   contract,  vote  of  stockholders  or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise,  both as to action in his official
capacity and as to action in another  capacity  while  holding  such office,  it
being  the  policy  of the  Corporation  that  indemnification  of  the  persons
specified  in Sections 1 and 2 of this  Article VII shall be made to the fullest
extent  permitted by law. The provisions of this Article VII shall not be deemed
to preclude the  indemnification of any person who is not specified in Section 1
or 2 of this Article VII but whom the Corporation has the power or obligation to
indemnify  under the provisions of the General  Corporation  Law of the State of
Delaware, or otherwise.

                  SECTION  8.  INSURANCE.   The  Corporation  may  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 or agent of

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<PAGE>

another  corporation,  partnership,  limited liability  company,  joint venture,
trust,  employee benefit plan or other enterprise 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 or the
obligation to indemnify him against such liability  under the provisions of this
Article VII.

                  SECTION 9. CERTAIN  DEFINITIONS.  For purposes of this Article
VII, references to "the Corporation" shall include, in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
officers  or  directors,  so that  any  such  person  who is or was a  director,
officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director,  officer, employee
or agent of another corporation,  partnership,  limited liability company, joint
venture,  trust,  employee benefit plan or other enterprise,  shall stand in the
same  position  under the  provisions  of this  Article VII with  respect to the
resulting  or  surviving  corporation  as he would  have  with  respect  to such
constituent corporation if its separate existence had continued. For purposes of
this Article VII,  references to "fines" shall include any excise taxes assessed
on a person with respect to an 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
an 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 VII.

                  SECTION 10.  SURVIVAL OF  INDEMNIFICATION  AND  ADVANCEMENT OF
EXPENSES.  The  indemnification  and  advancement  of expenses  provided  by, or
granted  pursuant to, this Article VII shall,  unless  otherwise  provided  when
authorized or ratified,  or by contract,  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 person.

                  SECTION 11.  LIMITATION  OF  INDEMNIFICATION.  Notwithstanding
anything  contained in this Article VII to the contrary,  except for proceedings
to enforce  rights to  indemnification  (which shall be governed by Section 5 of
this Article  VII),  the  Corporation  shall not be  obligated to indemnify  any
officer or director in connection with a proceeding (or part thereof)  initiated
by such person  unless such  proceeding  (or part  thereof)  was  authorized  or
consented to by the Board of Directors of the Corporation.

                                  ARTICLE VIII

                                   AMENDMENTS

                  SECTION 1. These By-Laws may be altered,  amended or repealed,
in whole or in part, or new by-laws may be adopted by the stockholders or by the
Board  of  Directors,   PROVIDED,  HOWEVER,  that  notice  of  such  alteration,
amendment,  repeal or adoption of new by-laws be contained in the notice of such
meeting  of  stockholders  or Board of  Directors,  as the case may

                                      -11-
<PAGE>

be. All such  amendments must be approved be either of the holders of a majority
of the  outstanding  capital stock  entitled to vote thereon or by a majority of
the entire Board of Directors then in office.

                  SECTION 2. ENTIRE BOARD OF DIRECTORS.  As used in this Article
VIII and in these By-Laws generally,  the term "entire Board of Directors" means
the total number of directors which the Corporation  would have if there were no
vacancies.

                                [END OF DOCUMENT]

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