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                                     BY-LAWS

                                       OF

                           HARVARD MERGER CORPORATION

                            (a Delaware corporation)


                                   ARTICLE I.

                                  Stockholders

                  SECTION 1. Fixing Date for Determination of Stockholders of
Record. 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 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 a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors and which record date: (1) in the case of determination
of stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall unless otherwise required by law, not be more than 60 nor less
than 10 days before the date of such meeting; (2) in the case of determination
of stockholders entitled to express consent to corporate action inciting without
a meeting, shall not be more than 10 days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors; and (3)
in the case of any other action, shall not be more than 60 days prior to such
other action. If no record date is fixed: (1) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (2) the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any

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adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                  SECTION 2. Annual Meetings. The annual meeting of stockholders
for the election of directors and for the transaction of such other business as
may properly come before the meeting shall be held each year at such date and
time, and at such place within or without the State of Delaware, as shall be
designated by the Board of Directors and set forth in the notice or in a duly
executed waiver of notice thereof.

                  SECTION 3. Special Meetings. Special meetings of stockholders
for the transaction of such business as may properly come before the meeting may
be called by order of the Board of Directors or by stockholders holding together
at least 30% in voting power of all the shares of the Corporation entitled to
vote at the meeting, and shall be held at such date and time, and at such place
within or without the State of Delaware, as may be specified in the notice or in
the duly executed waiver of notice of such meeting. Whenever the directors shall
fail to fix such place, the meeting shall be held at the principal executive
office of the Corporation. Only such business as is stated in the written notice
of special meeting may be acted upon thereat.

                  SECTION 4. Notice of Meetings. Except as otherwise provided by
law, written notice of all meetings of the stockholders, stating the place, date
and hour of the meeting and the place within the city or other municipality or
community at which the list of stockholders may be examined, shall be mailed or
delivered to each stockholder not less than 10 nor more than 6O days prior to
the meeting. Notice of any special meeting shall state in general terms the
purpose or purposes for which the meeting is to be held. If mailed, such notice
shall be deemed to be given when deposited in the United States mail, postage
prepaid, directed to the stockholder at such stockholder's address as it appears
on the records of the Corporation. If, prior to the time of mailing, the
Secretary shall have received from any stockholder entitled to vote a written
request that notices intended for such stockholder are to be mailed to an
address other than the address that appears on the records of the Corporation,
notices intended for such stockholder shall be mailed to the address designated
in such request.

                  Notice of a special meeting may be given by the person or
persons calling the meeting, or, upon the written request of such person or
persons, by the Secretary of the Corporation on behalf of such person or
persons. If the person or persons calling a special meeting of stockholders give
notice thereof, such person or persons shall forward a copy thereof to the
Secretary. Every request to the Secretary for the giving of notice of a special
meeting of stockholders shall state the purpose or purposes of such meeting.

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                  SECTION 5. Waiver of Notice. Notice of any annual or special
meeting of stockholders need not be given to any stockholder entitled to vote at
such meeting who files a written waiver of notice with the Secretary, duly
executed by the person entitled to notice, whether before or after the meeting.
Neither the business to be transacted at, nor the purpose of, any meeting of
stockholders need be specified in any written waiver of notice. Attendance of a
stockholder at a meeting, in person or by proxy, shall constitute a waiver of
notice of such meeting, except as provided by law.

                  SECTION 6. Adjournments. When a meeting is adjourned to
another date, hour or place, notice need not be given of the adjourned meeting
if the date, hour and place thereof are announced at the meeting at which the
adjournment is taken. If the adjournment is for more than 30 calendar 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 of record
entitled to vote at the adjourned meeting. At the adjourned meeting any business
may be transacted which might have been transacted at the original meeting.

                  When any meeting is convened, the presiding officer may
adjourn the meeting if (a) no quorum is present for the transaction of business,
or (b) the Board of Directors determines that adjournment is necessary or
appropriate to enable the stockholders (i) to consider fully information which
the Board of Directors determines has not been made sufficiently or timely
available to stockholders or (ii) otherwise to exercise effectively their voting
rights.

                  SECTION 7. Stockholder Lists. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least 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
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane 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 who is
present.

                  The stock ledger shall be the only evidence as to who the
stockholders entitled to examine the stock ledger are, the list required by this
section or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.

                  SECTION 8. Quorum. Except as otherwise provided by law or the
Corporation's Certificate of Incorporation, a quorum for the transaction of
business at any meeting or stockholders

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shall consist of the holders of record of a majority in voting power of the
issued and outstanding shares of the capital stock of the Corporation entitled
to vote at the meeting, present in person or by proxy. If there be no such
quorum, the holders of a majority in voting power of such shares so present or
represented may adjourn the meeting from time to time, without further notice,
until a quorum shall have been obtained. When a quorum. is once present it is
not broken by the subsequent withdrawal of any stockholder.

                  SECTION 9. Organization. Meetings of stockholders shall be
presided over by the Chairman, if any, or if none or in the Chairman's absence
the Vice-Chairman, if any, or if none or in the Vice-Chairman's absence the
President, if any, or if none or in the President's absence a Vice-President or,
if none of the foregoing is present by a chairman to be chosen by the
stockholders entitled to vote who are present in person or by proxy at the
meeting. The Secretary of the Corporation, or in the Secretary's absence an
Assistant Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present the presiding officer of the
meeting shall appoint any person present to act as secretary of the meeting.

                  SECTION 10. Voting, Proxies; Required Vote. (a) At each
meeting of stockholders, every stockholder shall be entitled to vote in person
or by proxy (but no such proxy shall be voted or acted upon after three years
from its date, unless the proxy provides for a longer period), and, unless the
Certificate of Incorporation provides otherwise, shall have one vote for each
share of stock entitled to vote registered in the name of such stockholder on
the books of the Corporation on the applicable record date fixed pursuant to
these By-laws. At all elections of directors the voting may but need not be by
ballot. Except as otherwise required by law or the Certificate of Incorporation,
any action other than the election of directors shall be authorized by a
majority in voting power of shares of such class or classes present in person or
represented by proxy at the meeting.

                  (b) Any action required or permitted to be taken at any
meeting of stockholders may, except as otherwise required by law or the
Certificate of Incorporation, 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 record of the issued and outstanding capital
stock of the Corporation having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, and the writing or
writings are filed with the permanent records of 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.

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                  (c) Where a separate vote by a class or classes, present in
person or represented by proxy, is required by law or the Certificate of
Incorporation, the affirmative vote of the majority in voting power of shares of
such class or classes present in person or represented by proxy at the meeting
shall be the act of such class, unless otherwise provided in the Corporation's
Certificate of Incorporation.

                  SECTION 11. Inspectors. The Board of Directors, in advance of
any meeting, may, but need not unless required by law, appoint one or more
inspectors of election to act at the meeting or any adjournment thereof. If an
inspector or inspectors are not so appointed, the person presiding at the
meeting may, but need not unless required by law, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his or her duties,
shall take and sip an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, and the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result and do such acts as are proper
to conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question or matter determined by such
inspector or inspectors and execute a certificate of any fact found by such
inspector or inspectors.


                                   ARTICLE II.

                               Board of Directors

                  SECTION 1. General Powers. The business, property and affairs
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 law or by the Certificate of Incorporation
directed or required to be exercised or done by the shareholders.

                  SECTION 2. Qualification, Number; Term; Remuneration. (a) Each
director shall be at least 18 years of age. A director need not be a
stockholder, a citizen of the United States or a resident of the State of
Delaware. The number of directors constituting the entire Board shall initially
consist of 6 members and hence forward shall consist of not less than 3 nor more
than 13 members, the exact number of which shall be fixed

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from time to time by action of the Board of Directors, one of whom may be
selected by the Board of Directors to be its Chairman. The use of the phrase
"entire Board" herein refers to the total number of directors which the
Corporation would have if there were no vacancies or unfilled newly created
directorships. Except as provided in Section 11 of this Article II, directors
shall be elected by a plurality of the votes cast at annual meetings of
stockholders, and each director so elected shall hold office as provided by the
Certificate of Incorporation. None of the directors need be stockholders of the
Corporation.

                  (b) Directors who are elected at an annual meeting of
stockholders, and directors who are elected in the interim to fill vacancies and
newly created directorships, shall hold office until the next annual meeting of
stockholders and until their successors are elected and qualified or until their
earlier resignation or removal.

                  (c) Directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                  SECTION 3. Quorum and Manner of Voting. Except as otherwise
provided by law, a majority of the entire Board shall constitute a quorum. A
majority of the directors present, whether or not a quorum is present, may
adjourn a meeting from time to time to another time and place without notice.
The vote of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.

                  SECTION 4. Place of Meetings. Meetings of the Board of
Directors may be held at any place within or without the State of Delaware, as
may from time to time be fixed by resolution of the Board of Directors, or as
may be specified in the notice of meeting.

                  SECTION 5. Annual Meeting. Following the annual meeting of
stockholders, the newly elected Board of Directors shall meet for the purpose of
the election of officers and the transaction of such other business as may
properly come before the meeting. Such meeting may be held without notice
immediately after the annual meeting of stockholders at the same place at which
such stockholders' meeting is held.

                  SECTION 6. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times and places as the Board of Directors shall
from time to time by resolution determine. Notice need not be given of regular
meetings of the

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Board of Directors held at times and places fixed by resolution of the Board of
Directors.

                  SECTION 7. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, President,
Vice-Chairman or a majority of the directors then in office.

                  SECTION 8. Notice Of Special Meetings. A notice of the place,
date and time and the purpose or purposes of each special meeting of the Board
of Directors shall be given to each director by mailing the same at least two
days before the special meeting, or by telegraphing or telephoning the same or
by delivering the same personally not later than the day before the day of the
meeting.

                  SECTION 9. Organization. At all meetings of the Board of
Directors, the Chairman, if any, or if none or in the Chairman's absence or
inability to act the President or in the President' s absence or inability to
act any Vice-President who is a member of the Board of Directors, or in such
Vice-President's absence or inability to act a chairman chosen by the directors,
shall preside. The Secretary of the Corporation shall act as secretary at all
meetings of the Board of Directors when present, and, in the Secretary's
absence, the presiding officer may appoint any person to act as secretary.

                  SECTION 10. Resignation. Any director may resign at any time
upon written notice to the Corporation and such resignation shall take effect
upon receipt thereof by the President or Secretary, unless otherwise specified
in the resignation. Any or all of the directors may be removed, with or without
cause, by the holders of a majority in voting power of the shares of stock
outstanding and entitled to vote for the election of directors.

                  SECTION 11. Vacancies. Unless otherwise provided in these
By-laws, vacancies on the Board of Directors, whether caused by resignation,
death, disqualification, removal, an increase in the authorized number of
directors or otherwise, may be filled by the affirmative vote of a majority of
the remaining directors, although less than a quorum, or by a sole remaining
director, or at a special meeting of the stockholders, by the holders of shares
entitled to vote for the election of directors.

                  SECTION 12. Action by Written Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all the directors consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors.

                  SECTION 13. Meetings by Conference Telephone, etc. Any one or
more members of the Board of Directors, or of any committee thereof, may
participate in a meeting of the Board of

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Directors, or of such committee, 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 a meeting by such means shall
constitute presence in person at such meeting.


                                  ARTICLE III.

                                   Committees

                  SECTION 1. Appointment. From time to time the Board of
Directors by resolution may appoint any committee or committees for any purpose
or purposes, to the extent lawful, which shall have powers as shall be
determined and specified by the Board of Directors in the resolution of
appointment. In the absence or disqualification of a member of a committee, the
member or members present at any meeting and not disqualified from voting,
whether or not such member or members 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.

                  SECTION 2. Procedures, Quorum and Manner of Acting. Each
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. Except as
otherwise provided by law, the presence of a majority of the then appointed
members of a committee shall constitute a quorum for the transaction of business
by that committee and in every case where a quorum is present the affirmative
vote of a majority of the members of the committee present shall be the act of
the committee. Each committee shall keep minutes of its proceedings, and actions
taken by a committee shall be reported to the Board of Directors.

                  SECTION 3. Action by Written Consent. Any action required or
permitted to be taken at any meeting of any committee of the Board of Directors
may be taken without a meeting if all the members of the committee consent
thereto in writing and the writing or writings are filed with the minutes of
proceedings of the committee.

                  SECTION 4. Term; Termination. 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.


                                   ARTICLE IV.

                                    Officers

                  SECTION 1. Election and Qualifications. The Board of Directors
shall elect the officers of the Corporation, which shall include a President and
a Secretary, and may include, by

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election or appointment, one or more Executive Vice Presidents, Senior Vice
Presidents or Vice-Presidents (any one or more of whom may be given an
additional designation of rank or function), a Treasurer and such Assistant
Secretaries, such Assistant Treasurers and such other officers as the Board of
Directors may from time to time deem proper. Each officer shall have such powers
and duties as may be prescribed by these By-laws and as may be assigned by the
Board of Directors or the President. Any two or more offices may be held by the
same person except the offices of President and Secretary.

                  SECTION 2. Term of Office and Remuneration. The term of office
of all officers shall be one year and until their respective successors have
been elected and qualified, but any officer may be removed from office, either
with or without cause, at any time by the Board of Directors. Any vacancy in any
office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors. The remuneration of all officers of the
Corporation may be fixed by the Board of Directors or in such manner as the
Board of Directors shall provide.

                  SECTION 3. Resignation; Removal. Any officer may resign at any
time upon written notice to the Corporation and such resignation shall take
effect upon receipt thereof by the President or Secretary, unless otherwise
specified in the resignation. Any officer shall be subject to removal, with or
without cause, at any time by vote of a majority of the entire Board of
Directors.

                  SECTION 4. Chairman of the Board. The Chairman of the Board of
Directors, if there be one, shall preside at all meetings of the Board of
Directors and shall have such other powers and duties as may from time to time
be assigned by the Board of Directors.

                  SECTION 5. President. The President shall have general
management and supervision of the property, business and affairs of the
Corporation and over its other officers; may appoint and remove assistant
officers and other agents and employees, other than any Vice-President, the
Secretary, the Treasurer, any Assistant Secretaries or Assistant Treasurers or
any officers which the Board of Directors may from time to time appoint; and may
execute and deliver in the name of the Corporation powers of attorney,
contracts, bonds and other obligations and instruments.

                  SECTION 6. Vice-Presidents. A Vice-President may execute and
deliver in the name of the Corporation contracts and other obligations and
instruments pertaining to the regular course of the duties of said office, and
shall have such other authority as from time to time may be assigned by the
Board of Directors or the President.

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                  SECTION 7. Treasurer. The Treasurer shall in general have all
duties incident to the position of Treasurer and such other duties as may be
assigned by the Board of Directors or the President.

                  SECTION 8. Secretary, The Secretary shall in general have all
the duties incident to the office of Secretary and such other duties as may be
assigned by the Board of Directors or the President.

                  SECTION 9. Assistant Officers. Any assistant officer shall
have such powers and duties of the officer such assistant officer assists as
such officer or the Board of Directors shall from time to time prescribe.


                                   ARTICLE V.

                                Books and Records

                  SECTION 1. Location. The books and records of the Corporation
may be kept at such place or places within or outside the State of Delaware as
the Board of Directors or the respective officers in charge thereof may from
time to time determine. The record books containing the names and addresses of
all stockholders, the number and class of shares of stock held by each and the
dates when they respectively became the owners of record thereof shall be kept
by the Secretary as prescribed in the By-laws and by such officer or agent as
shall be designated by the Board of Directors.

                  SECTION 2. Addresses of Stockholders. Notices of meetings and
all other corporate notices may be delivered personally or mailed to each
stockholder at the stockholder's address as it appears on the records of the
Corporation.


                                   ARTICLE VI.

                         Certificates Representing Stock

                  SECTION 1. Certificates; Signatures. The shares of the
Corporation shall be represented by certificates, provided that the Board of
Directors of the Corporation may provide by resolution or resolutions 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.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates and upon request every holder
of uncertificated shares shall be entitled to have a certificate, signed by or
in the name of the Corporation by the Chairman or Vice-Chairman of the Board of
Directors, or the President or Vice-President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an

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Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form. Any and all signatures on any such certificate
may be facsimiles. 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.
The name of the holder of record of the shares represented thereby, with the
number of such shares and the date of issue, shall be entered on the books of
the Corporation.

                  SECTION 2. Transfers of Stock. Upon compliance with
contractual or other provisions, if any, restricting the transfer or
registration of transfer of shares of stock, shares of capital stock shall be
transferable on the books of the Corporation only by the holder of the record
thereof in person, or by duly authorized attorney, upon surrender and
cancellation of certificates for a like number of shares, properly endorsed, and
the payment of all taxes due thereon.

                  SECTION 3. Fractional Shares. The Corporation may, but shall
not be required to, issue certificates for fractions of a share where necessary
to effect authorized transactions, or the Corporation may pay in cash the fair
value of fractions of a share as of the time when those entitled to receive such
fractions are determined, or it may issue scrip in registered or bearer form
over the manual or facsimile signature of an officer of the Corporation or of
its agent exchangeable as therein provided for full shares, but such scrip shall
not entitle the holder to any rights of a stockholder except as therein
provided.

                  The Board of Directors shall have power and authority to make
all such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates representing shares of the
Corporation.

                  SECTION 4. Lost, Stolen or Destroyed Certificates. The
Corporation may issue a new certificate of stock in place of any certificate
theretofore issued by it alleged to have been lost, stolen or destroyed, and the
Board of Directors may require the owner of any lost, stolen or destroyed
certificates, or his legal representative, to give the Corporation a bond
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of any such new certificate.

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                                  ARTICLE VII.

                               General Provisions

                  SECTION 1. Dividends. Subject to the provisions of statute and
the Corporation's Certificate of Incorporation, dividends upon the shares of
capital stock of the Corporation may be declared by the Board of Directors at
any regular or special meeting. Dividends may be paid in cash, in property or in
shares of stock of the Corporation, unless otherwise provided by statute or the
Corporation's Certificate of Incorporation.

                  SECTION 2. Reserves. 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 may, from time to time, in its absolute
discretion, think 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 such other purpose as the Board of Directors may think
conducive to the interests of the Corporation. The Board of Directors may modify
or abolish any such reserves in the manner in which it was created.

                  SECTION 3. Seal. The seal of the Corporation shall be in such
form as shall be approved by the Board of Directors.

                  SECTION 4. Fiscal Year. The fiscal year of the Corporation
shall be fixed, and once fixed, may thereafter be changed, by resolution of the
Board of Directors.


                                  ARTICLE VIII.

                    Indemnification of Directors and Officers

                  SECTION 1. Nature of Indemnity. (a) To the fullest extent
permitted by applicable law, including the provisions of the General Corporation
Law of the State of Delaware, the Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to, or testifies in, any
threatened, pending or completed action, suit or proceeding, whether civil
criminal, administrative or investigative (hereinafter, a "Proceeding"), other
than an action by or in the right of the Corporation, by reason of the fact that
such person 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, joint venture, employee
benefit plan, trust or other enterprise (hereinafter, an "Indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as
such a director, officer, employee or agent. The Indemnitee shall be indemnified
and held harmless by the Corporation to the full extent authorized by the

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General Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), or by other applicable law as then in effect, against all expense,
liability and loss (including attorneys' fees, judgments, fines, excise taxes
under the Employee Retirement Income Security Act of 1974, as amended from time
to time ("ERISA"), penalties and amounts to be paid in settlement) actually and
reasonably incurred or suffered by such Indemnitee in connection therewith. The
Corporation may adopt by-laws or enter into agreements with any such person for
the purpose of providing for such indemnification.

                  (b) The Corporation shall indemnify any person who was or
is a party, or is threatened to be made a party to, or testifies in, any
proceeding by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that such person 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, joint venture, employee benefit plan, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Corporation,
provided that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery of the
State of Delaware 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 2. Procedure. Any indemnification under this Article
VIII (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
present or former director, officer, employee or agent is proper in the
circumstances because he/she has met the applicable standard of conduct set
forth in the General Corporation Law of Delaware, as the same exists or
hereafter may be amended (but, in the case of any such amendment only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment). Such determination shall be made with respect to a person
who is a director or officer at the time of such determination (A) by a majority
vote of the directors who were not parties to such action, suit or proceeding
(the

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<PAGE>

"Disinterested Directors"), even though less than a quorum, or (B) by a
committee of Disinterested Directors designated by a majority vote of such
directors, even though less than a quorum, or (C) if there are no Disinterested
Directors or if the Disinterested Directors so direct, by independent legal
counsel in a written opinion, or (D) by the stockholders.

                  SECTION 3. Advances for Expenses. Costs, charges and expenses
(including attorneys' fees) incurred by a director, officer, employee or agent
of the Corporation in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay all amounts so advanced in the
event that it shall ultimately be determined that such director, officer,
employee or agent is not entitled to be indemnified by the Corporation as
authorized in this Article VIII. The majority of the Disinterested Directors
may, in the manner set forth above, and upon approval of such director, officer,
employee or agent of the Corporation, authorize the Corporation's counsel to
represent such person, in any action, suit or proceeding, whether or not the
Corporation is a party to such action, suit or proceeding.

                  SECTION 4. Procedure for Indemnification. Any indemnification
or advance of costs, charges and expenses under this Article VIII shall be made
promptly, and in any event within 60 days upon the written request of the
director, officer, employee or agent. The right to indemnification or advances
as granted by this Article VIII shall be enforceable by the director, officer,
employee or agent, as the case may be, in any court of competent jurisdiction,
if the Corporation denies such request, in whole or in part, or if no
disposition thereof is made within 60 days. Such person's costs and expenses
incurred in connection with successfully establishing his/her right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action (other
than an action brought to enforce a claim for the advance of costs, charges and
expenses under this Article VIII where the required undertaking, if any, has
been received by the Corporation) that the claimant has not met the standard of
conduct set forth in the General Corporation Law of the State of Delaware, as
the same

                                      -14-

<PAGE>

exists or hereafter may be amended (but, in the case of any such amendment only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel and its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he/she has met the
applicable standard of conduct set forth in the General Corporation Law of
Delaware, as the same exists or hereafter may be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), nor the fact that there has
been an actual determination by the Corporation (including its Board of
Directors, its independent legal counsel and its stockholders) that the claimant
has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct.

                  SECTION 5. Other Rights; Continuation of Right to
Indemnification. The indemnification and advancement of expenses provided by
this Article VIII shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
any law (common or statutory), by-law, agreement vote of stockholders or
disinterested directors or otherwise, both as to action in his/her official
capacity and as to action in another capacity while holding office or while
employed by or acting as agent for the Corporation, 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 estate, heirs, executors and administers of such
person. All rights to indemnification under this Article VIII shall be deemed to
be a contract between the Corporation and each director, officer, employee or
agent of the Corporation who serves or served in such capacity at any time while
this Article VIII is in effect. Any repeal or modification of this Article VIII
shall not in any way diminish any rights to indemnification of such director,
officer, employee or agent or the obligations of the Corporation arising
hereunder with respect to any action, suit or proceeding arising out of, or
relating to, any actions, transactions or facts occurring prior to the final
adoption of such modification or repeal. For purposes of this Article VIII,
references to the "Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation, so
that any person who is or was a director, officer, employee or agent of such a
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, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article VIII, with respect to the
resulting or surviving corporation, as he or she would if he or she had served
the resulting or surviving corporation in the same capacity.

                  SECTION 6. Insurance. The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was or has
agreed to become 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, joint venture, trust or
other enterprise against any liability asserted against

                                      -15-

<PAGE>

him/her and incurred by him/her or on his/her behalf in any such capacity, or
arising out of his/her status as such, whether or not the Corporation would have
the power to indemnify him/her against such liability under the provisions of
this Article VIII, provided, however, that such insurance is available on
acceptable terms, which determination shall be made by a vote of a majority of
the Board of Directors.

                  SECTION 7. Savings Clause. If this Article VIII or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each person
entitled to indemnification under the first paragraph of this Article VIII as to
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes, penalties and amounts to be paid in settlement) actually and
reasonably incurred or suffered by such person and for which indemnification is
available to such person pursuant to this Article VIII to the full extent
permitted by any applicable portion of this Article VIII that shall not have
been invalidated and to the full extent permitted by applicable law.


                                   ARTICLE IX.

                                Waiver of Notice

                  Whenever notice is required to be given by these By-laws or by
the Certificate of Incorporation or by law, a written waiver thereof, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.


                                   ARTICLE X.

               Bank Accounts, Drafts, Contracts, Activities, Etc.

                  SECTION 1. Bank Accounts and Drafts. In addition to such bank
accounts as may be authorized by the Board of Directors, the primary financial
officer or any person designated by said primary financial officer, whether or
not an employee of the Corporation, may authorize such bank accounts to be
opened or maintained in the name and on behalf of the Corporation as he or she
may deem necessary or appropriate, payments from such bank accounts to be made
upon and according to the check of the Corporation in accordance with the
written instructions of said primary financial officer, or other person so
designated by the Treasurer.

                  SECTION 2. Contracts. The Board of Directors may authorize any
person or persons, 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.

                                      -16-

<PAGE>

                  SECTION 3. Proxies, Powers of Attorney, Other Instruments. The
Chairman, the President or any other person designated by either of them shall
have the power and authority to execute and deliver proxies, powers of attorney
and other instruments on behalf of the Corporation in connection with the rights
and powers incident to the ownership of stock by the Corporation. The Chairman,
the President or any other person authorized by proxy or power of attorney
executed and delivered by either of them on behalf of the Corporation may attend
and vote at any meeting of stockholders of any company in which the Corporation
may hold stock, and may exercise on behalf of the Corporation any and all of the
rights and powers incident to the ownership of such stock at any such meeting,
or otherwise as specified in the proxy or power of attorney so authorizing any
such person. The Board of Directors, from time to time, may confer like powers
upon any other person.

                  SECTION 4. Financial Reports. The Board of Directors may
appoint the primary financial officer or other fiscal officer and/or the
Secretary or any other officer to cause to be prepared and furnished to
stockholders entitled thereto any special financial notice and/or financial
statement, as the case may be, which may be required by any provision of law.


                                   ARTICLE XI.

                                   Amendments

                  These By-Laws may be amended or repealed or new by-laws
adopted (a) by action of the stockholders entitled to vote thereon at any annual
or special meeting of stockholders or (b) if the Certificate of Incorporation of
the Corporation so provides, by action of the Board of Directors at a regular or
special meeting thereof. Any by-law made by the Board of Directors may be
amended or repealed by action of the stockholders at any annual or special
meeting of stockholders.

                                      -17-