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                                     BYLAWS

                                       OF

                          HELIX TECHNOLOGY CORPORATION

                             AS AMENDED MAY 16, 1967
                                 JUNE 23, 1967,
                                OCTOBER 7, 1968,
                                 APRIL 9, 1969,
                                 MARCH 9, 1977,
                               DECEMBER 16, 1977,
                                DECEMBER 10, 1986
                              AND DECEMBER 9, 1987

                                   ARTICLE I.

                                    OFFICES

         SECTION 1. PRINCIPAL OFFICE. The principal office of the corporation
shall be established and maintained in the City of Wilmington, County of New
Castle, State of Delaware.

         SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other places within or without the State of Delaware as the Board of Directors
may from time to time select or the business of the corporation may require.

                                  ARTICLE II.

                             MEETING OF STOCKHOLDERS

         SECTION 1. PLACE. All meetings of the stockholders may be held at such
time and place, within or without the State of Delaware, as shall be 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 for the
election of directors and the transaction of other business, commencing with the
year 1978, shall be held on such date and at such time as the Board of Directors
or the President shall by notice designate,


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but each such annual meeting shall be held on a date within thirteen months
after the date of the preceding annual meeting.

         SECTION 3. NOTICE OF ANNUAL MEETING. Written notice stating the time
and place of the meeting shall be given by the Secretary to each stockholder
entitled to vote thereat, at his last known post office address at least ten
days before the meeting by mailing the same in a postage prepaid envelope
addressed to such stockholder.

         SECTION 4. LIST OF STOCKHOLDERS. The Officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days before
every election of directors, a complete list of the stockholders entitled to
vote at said election, arranged in alphabetical order, showing the address of
and the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, during ordinary business
hours, for a period of at least ten days prior to the election, either at a
place within the city, town or village where the election is to be held and
which place shall be specified in the notice of the meeting, or, if not
specified, at the place where said meeting is to be held, and the list shall be
produced and kept at the time and place of election during the whole time
thereof, and subject to the inspection of any stockholder who may be present.

         SECTION 5. 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 at any time by the President or by
the Board of Directors and shall be so called on written request of the
registered holders of twenty percent or more of the stock of the corporation
then outstanding and entitled to vote which request shall state the object of
such meeting.

         SECTION 6. NOTICE OF SPECIAL MEETINGS. Written notice stating the time,
place and purpose of the meeting shall be given by the Secretary or any other
Officer of the corporation to



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each stockholder at his last known post office address, at least ten days before
the meeting by mailing the same in a postage prepaid envelope addressed to each
stockholder entitled to vote at such meeting.

         SECTION 7. WAIVER OF NOTICE. Notice of any annual or special meeting of
stockholders need not be given to any stockholder who shall attend such meeting
in person or by proxy, or who shall waive notice thereof in writing or by
telegraph either in person or by attorney thereunto duly authorized. Notice of
any adjourned meeting need not be given.

         SECTION 8. QUORUM. At all meetings of the stockholders of the
corporation, except as otherwise provided by statute, the holders of a majority
of the outstanding stock entitled to vote and present in person or by proxy
shall constitute a quorum for the transaction of business. In the absence of a
quorum, a majority in interest of the stockholders so present in person or by
proxy and entitled to vote may adjourn the meeting from time to time until a
quorum is obtained without any other notice than by announcement at the meeting.
At such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called.

         SECTION 9. VOTING. At all meetings of stockholders, all questions,
except those on which the voting is specially regulated by statute or by the
Certificate of Incorporation or by these Bylaws, shall be determined by a
majority vote of the stockholders present in person or by proxy and entitled to
vote.

         SECTION 10. ACTION WITHOUT A MEETING. Whenever the vote of stockholders
at a meeting thereof is required or permitted to be taken in connection with any
corporate action, the meeting and vote of stockholders may be dispensed with if
all of the stockholders who would have been entitled to vote, upon the action if
such meeting were held shall consent in writing to such



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corporate action being taken, which consent in writing shall have the same force
and effect as a vote taken at a meeting of stockholders duly called and held.


                                  ARTICLE III.

                                    DIRECTORS

         SECTION 1. NUMBER, ELECTION AND TERM OF OFFICE. The number of directors
which shall constitute the whole Board shall not be less than 3 nor more than 15
persons as shall be determined by the Board of Directors. At such meeting of the
stockholders for the election of Directors, the Directors shall be chosen by a
plurality of the votes given at each election. Each Director shall continue in
office until the annual meeting of the stockholders held next after his election
and until his successor shall have been elected and qualified. If at any such
annual meeting or any adjournment thereof an election of Directors shall not be
held, or if the stockholders shall fail to hold an annual meeting, the Directors
shall be elected at a special meeting, called for that purpose, as provided in
Article II, or Section 5 of these Bylaws.

         SECTION 2. PLACE OF MEETING. The Board of Directors may hold its
meetings, both regular and special, either within or the State of Delaware.

         SECTION 3. MEETING OF NEWLY ELECTED BOARD OF DIRECTORS. Each newly
elected Board of Directors shall hold its first meeting at such time and
place, within or without the State of Delaware, as shall be fixed by vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum is present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly
elected Board of Directors, or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may by held at such
time and place, within or without the State of Delaware, as shall be
specified in a notice

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given as hereinafter provided for special meetings of the Board of Directors,
or as shall be specified in a written waiver signed by all the Directors.

         SECTION 4. REGULAR MEETINGS. Regular meetings of the Board may be held
without notice at such times and places as shall be determined from to time to
time by resolution of the Board.

         SECTION 5. SPECIAL MEETINGS -- NOTICE. Special meetings of the Board
may be called by the President or the Secretary or on the written request of any
two Directors. Notice of the time, place and purpose of such meeting shall be
given by the Secretary or any other Officer of the corporation at least three
days before the meeting either personally or by mail or telegraph, addressed to
each Director at his last known post office address.

         SECTION 6. WAIVER OF NOTICE. Notice of any special meeting need not be
given to any Director who shall be present thereat or who shall waive such
notice in writing or by telegraph.

         SECTION 7. QUORUM AND VOTE REQUIREMENTS. A majority of the whole Board
of Directors shall constitute a quorum for the transaction of business, and any
act of a majority of the whole Board at a meeting shall be the act of the Board
of Directors, except as may be otherwise specifically provided. If a quorum
shall not be present at any meeting of the Board of Directors, the Directors
present thereat may adjourn the meeting from time to time without notice thereof
other than announcement at the meeting, until a quorum is obtained.

         SECTION 8. ACTION WITHOUT A MEETING. 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 prior to such action a written
consent thereto is signed by all the members of the Board, or of such committee,
as the case may be, and such written consent is filed with the minutes of
proceeding of the Board or the committee.



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         SECTION 9. POWERS OF DIRECTORS. In addition to the powers and authority
by the Certificate of Incorporation and these Bylaws conferred upon them, the
Board of Directors shall manage the property and business of the corporation and
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
Bylaws required to be exercised or done by the stockholders.

         SECTION 10. COMPENSATION OF DIRECTORS. The Directors as such shall not
receive any stated salary for their services but by resolution of the Board a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the Board, but nothing herein contained shall
be construed to 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 11. VACANCIES. If any vacancy occurs in the Board of Directors
caused by death, resignation, retirement, disqualification or removal from
office of any Director or otherwise, or any new directorship is created by any
increase in the authorized number of Directors, Directors to fill the vacancy or
vacancies or to fill any newly created directorship or directorships may be
elected (a) by the stockholders at any meeting of stockholders, (b) by the Board
of Directors at any meeting of the Board at which a quorum is present, or (c) by
a majority of the Directors then in office though less than a quorum, or by a
sole remaining Director, and the Directors so chosen shall hold office until the
next annual election of Directors and until their successors, if any, are
elected and duly qualified for such office, unless sooner displaced as provided
by or in these Bylaws. Directors elected by the stockholders to fill any such
vacancy or vacancies or any newly created directorship or directorships shall
displace Directors elected in any other manner to fill any such vacancy or
vacancies or any such newly created directorship or directorships.



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         SECTION 12. REMOVAL OF DIRECTORS. Any Director may be removed, either
for or without cause, at any time, by action of the holders of record of a
majority of the outstanding shares of stock entitled to vote thereon at a
meeting of the holders of such shares, and the vacancy in the Board of Directors
caused by any such removal may be filled by action of such stockholders at such
meeting or at any subsequent meeting. SECTION 13. PRESIDING OFFICER. The
Directors shall each year at the time of election of Officers, elect from among
their members a Chairman who shall preside at all meetings of the Board of
Directors. In, his absence, the Directors present may select a Chairman to
preside at the meeting. ARTICLE IV.

                             COMMITTEES OF DIRECTORS

         SECTION 1. DESIGNATION. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board, designate and appoint one
or more committees consisting of at least two Directors of the corporation. Any
vacancy occurring in the membership of any such committee shall be filled by the
Board of Directors by the affirmative vote of at least a majority of the whole
Board.

         SECTION 2. POWERS AND DUTIES. Each committee of Directors shall possess
and may exercise such and all of the powers and shall perform all of the duties
of the Board of Directors while said Board is not in session (including the
power to authorize the execution and delivery on behalf of the corporation of
any and all documents and instruments and to cause the seal of the corporation
to be affixed to any and all papers that may require it), except the power to
amend these Bylaws and except as the exercise of such powers and the performance
of such duties by such committee may be limited or restricted by resolution of
the Board of Directors passed by a majority of the whole Board.



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         SECTION 3. QUORUM AND VOTING. At all meetings of any committee of
Directors, the presence of a majority of all members of the committee shall be
necessary to constitute a quorum for the transaction of business, and the
affirmative vote of a majority of all members shall be necessary to any action
taken by such committee. SECTION 4. RULES. Each committee of Directors may adopt
such rules and regulations, not inconsistent with law nor with the provisions of
the Certificate of Incorporation or of these Bylaws or of any applicable
resolution of the Board of Directors, for the calling and holding of meetings of
the committee and for the transaction of business at such meetings, as the
committee may deem necessary or desirable. Each such committee shall keep
regular minutes of its proceedings and shall report the same to the next meeting
of the Board of Directors.


                                   ARTICLE V.

                                    OFFICERS

         SECTION 1. NUMBER. The Officers of the corporation shall be chosen by
the Board of Directors and shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer, and such additional Officers as the Board of
Directors may from time to time appoint, such as, but not limited to, a Chief
Executive Officer, a Chief Financial Officer, a Chairman of the Board, one or
more Assistant Secretaries and one or more Assistant Treasurers. Any two or more
of such offices may be occupied by the same person. All Officers shall hold
office for a term of one year or until their successors are chosen.

         SECTION 2. PRESIDENT. The President shall have power to call special
meetings of the Board of Directors and of stockholders for any purpose. He shall
exercise general supervision over the business affairs of the corporation, and
shall have such powers and perform such duties as are incidental to his office.
He may sign, in the name of the corporation, all authorized



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contracts, documents, checks, and bonds or other obligations. He shall also do
and perform such acts as he may be authorized to perform from time to time by
the Board of Directors.

         SECTION 3. VICE PRESIDENT. During the absence or disability of the
President, any of the Vice Presidents shall exercise the same powers and duties
as are herein provided to be exercised by the President. Any Vice President
shall perform such other duties and may exercise such other powers as from time
to time may be assigned to him by the Board of Directors or the President. He
may sign, in the name of the corporation, all authorized contracts, documents,
checks, bonds or other obligations.

         SECTION 4. TREASURER. The Treasurer shall have the custody of all the
funds, securities, evidence of indebtedness and other valuable documents of the
corporation. He shall receive and give or cause to be given receipts and
acquittances for monies paid in for the account of the corporation; he shall
enter or cause to be entered in the books of account of the corporation to be
kept for that purpose, full and accurate records of all monies received and paid
out for the account of the corporation, and whenever required by the President
or the Board of Directors he shall render a statement of his cash and other
accounts. He shall keep or cause to be kept such other books as will show a true
record of the expenses, losses, gains, assets and liabilities of the
corporation. He shall perform such other duties as may be assigned to him by the
Board of Directors or the President.

         SECTION 5. ASSISTANT TREASURERS. The Assistant Treasurers shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer, and shall perform such further duties as may be
prescribed by the Board of Directors, the President or the Treasurer.



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         SECTION 6. SECRETARY. The Secretary shall give or cause to be given
notice of all meetings of the Board of Directors and of the stockholders and all
such other notices as are required by law or by these Bylaws and, in the case of
his absence, the same may be given by the President, or by any person thereunto
by him directed. He shall, when present, act as Secretary of all meetings of the
stockholders and of the Board of Directors. He shall record all proceedings of
said meetings in a book to be kept for that purpose. He shall have the custody
of the seal of the corporation and shall affix the same to all instruments
requiring it when authorized by the Board of Directors or by the President and
shall attest the same. He shall perform such other duties as may be assigned to
him by the President or the Board of Directors.

         SECTION 7. ASSISTANT SECRETARIES. The Assistant Secretaries shall, in
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such further duties as may be
prescribed by the Board of Directors, the President or the Secretary.

         SECTION 8. VACANCIES. If any of the above offices shall become vacant
by death, resignation or otherwise, such vacancy shall be filled by the Board of
Directors. In such case the Officer so elected shall hold office only until the
next meeting of the Board of Directors at which the office would be filled.

         SECTION 9. DUTIES OF OFFICERS MAY BE DELEGATED. In the case of the
absence of any Officer of the corporation, or for any other reason the Board may
deem sufficient, the Board may delegate, for the time being, the powers and
duties or any of them of such Officer to any other Officer, or to any Director.



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                                  ARTICLE VI.

            EXECUTION OF INSTRUMENTS AND DEPOSITS OF CORPORATE FUNDS

         SECTION 1. EXECUTIVE OF INSTRUMENTS GENERALLY. The President, any Vice
President, the Treasurer, the Secretary and the Assistant Secretary, subject to
the approval of the Board of Directors, may enter into any contract or execute
and deliver any instrument in the name and on behalf of the corporation. The
Board of Directors may authorize any Officer or Officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name and on
behalf of the corporation, and such authorization may be general or confined to
specific instances. Unless otherwise provided by the Board, any Officer shall
have authority to sign tax returns on behalf of the corporation.

         SECTION 1(A). Officers and employees, regardless of the foregoing
provisions of Section 1 hereof, are not authorized to dispose of capital assets,
including but not limited to patents and other intellectual property or rights
thereto, without specific approval of the Board of Directors.

         SECTION 2. LOANS. No loan or advances shall be contracted on behalf of
the corporation and no negotiable paper shall be issued in its name, unless and
except as authorized by the Board of Directors. Such authorization may be
general or confined to specific instances. Any Officer or agent of the
corporation thereunto so authorized may effect loans and advances for the
corporation, and for such loans and advances may make, execute and deliver
promissory notes, bonds, or other evidences of indebtedness of the corporation.
Any Officer or agent of the corporation thereunto so authorized may pledge,
hypothecate or transfer as security for the payment of any and all loans,
advances, indebtedness and liabilities of the corporation, any and all stocks,
bonds, other securities and other personal property at any time held by the
corporation, and to that end may endorse, assign and deliver the same and do
every act and thing necessary or proper in connection therewith.



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         SECTION 3. DEPOSITS. All funds of the corporation ,not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositaries as the Board of
Directors may select, or as may be selected by any Officer or Officers or agent
or agents authorized so to do by the Board of Directors. Endorsements for
deposit to the credit of the corporation in any of its duly authorized
depositaries shall be made in such manner as the Board of Directors from time to
time may determine.

         SECTION 4. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, and all notes or other evidences of indebtedness issued in
the name of the corporation, shall be signed by such Officer or Officers or
agent or agents of the corporation, and in such manner, as from time to time
shall be determined by the Board of Directors.

         SECTION 5. PROXIES. Proxies to vote with respect to shares of stock of
other corporations owned by or standing in the name of the corporation may be
executed and delivered from time to time on behalf of the corporation by the
President or a Vice President or by any other person or persons thereunto
authorized by the Board of Directors.


                                  ARTICLE VII.

                                     SHARES

         SECTION 1. CERTIFICATES OF STOCK. Certificates for the shares of the
capital stock of the corporation shall be in such form as shall be approved by
the Board of Directors. They shall be numbered in the order of their issue and
shall be signed by the President or any Vice President and by the Secretary or
,an Assistant Secretary or Treasurer or an Assistant Treasurer, and the seal of
the corporation shall be affixed thereto. These Officers shall sign in person,
or, when so determined by the Board of Directors their lithographed signatures
may be submitted for their personal signatures upon all certificates of stock
issued by the corporation and shall be considered to have the same force and
effect as if signed in person.



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         SECTION 2. TRANSFER OF STOCK. Transfers of shares of the capital stock
of the corporation shall be made only on the books of the corporation by the
holder thereof or by his attorney-in-fact thereunto duly authorized by a Power
of Attorney executed and filed with the Secretary of the corporation and on
surrender of the certificate or certificates for such shares. Every certificate
surrendered to the corporation shall be marked "cancelled" with the date of
cancellation, and no new certificates shall be issued in exchange therefor until
the old certificate has been surrendered and cancelled, or pursuant to Section 4
of this Article VII. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the absolute owner thereof for all
purposes, and accordingly shall not be bound to recognize any legal, equitable
or other claim to or interest in such share or shares on the part of any other
person whether or not it or they shall have express or other notice thereof,
except as otherwise provided by the statutes of the State of Delaware; provided,
however, that whenever any transfer of shares shall be made for collateral
security and not absolutely, and written notice thereof shall be given to the
Secretary of the corporation, such fact shall be expressed in the entry of the
transfer. The transfer of certain shares of capital stock shall be restricted as
provided in the Certificate of Incorporation and as stated on the shares
involved.

         SECTION 3. CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD DATES. The
Board of Directors shall have the power to close the stock transfer books of the
corporation for a period not exceeding fifty days preceding the date of any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect or for a period not exceeding
fifty days in connection with obtaining the consent of stockholders for any
purpose. In lieu of closing the stock transfer books as aforesaid, the Board of
Directors may fix in advance a date, not



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exceeding fifty days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice of and to vote
at any such meeting and any adjournment thereof, or entitled to receive payment
of any such dividend, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of capital stock,
or to give such consent, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of and to vote at such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment or
rights, or to exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any such stock on the books of the corporation
after any such record date fixed as aforesaid.

         SECTION 4. LOST OR DESTROYED CERTIFICATES. The holder of any shares of
stock of the corporation shall immediately notify the corporation of any loss or
destruction of the certificates representing the same. The corporation may issue
a new certificate in the place of any certificate theretofore issued by it,
alleged to have been lost or destroyed, and the Board of Directors may require
the owner of the lost or destroyed certificate or his legal representatives to
give the corporation a bond in such sum and in such form as the Board of
Directors may direct or approve, and with such surety or sureties as may be
satisfactory to the Board of Directors, to indemnify the corporation against any
claim or liability that may be asserted against or incurred by it on account of
the alleged loss or destruction of any such certificate or the issuance of such



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new certificate. A new certificate may be issued without requiring any bond
when, in the judgment of the Board of Directors, it is proper to do so.


                                 ARTICLE VIII.

                               GENERAL PROVISIONS

         SECTION 1. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation of the corporation, the Board of Directors may declare dividends
on the common stock from the surplus or net profits arising from the business of
the corporation whenever and in such amount as in their opinion the condition of
the affairs of the corporation shall render advisable. The Board of Directors
may in their discretion use and apply any of such surplus or net profits in a
reserve fund to meet contingencies or for the purpose of maintaining or
increasing the property or business of the corporation or for any other purpose
which they may think is conducive to the best interests of the corporation.

         SECTION 2. FISCAL YEAR. The fiscal year of the corporation shall be
determined by the Board of Directors of the corporation.

         SECTION 3. SEAL. The seal of the corporation shall be circular in form
and shall bear the name of the corporation and the words and figures showing
that it was incorporated in the State of Delaware in the year 1967.

         SECTION 4. INSPECTION OF BOOKS. The Board of Directors may determine
from time to time whether and to what extent and at what times and under what
conditions and requirements the accounts and books of the corporation or any of
them, except the stock ledger, shall be open to the inspection of the
stockholders, and no stockholder shall have any right to inspect any book or
document of the corporation except as such right may be conferred by the
statutes of the State of Delaware or by resolution of the Board of Directors or
of the stockholders.



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                                  ARTICLE IX.

                                   AMENDMENTS

         SECTION 1. POWERS OF BOARD OF DIRECTORS TO AMEND, ETC. The Board of
Directors shall have the power to make, alter, amend and repeal the Bylaws of
the corporation at any regular meeting of the Board or at any special meeting
thereof if notice of such proposed alteration, amendment or repeal is included
in the notice of such special meeting, except as otherwise provided in the
Certificate of Incorporation.

         SECTION 2. STOCKHOLDERS' POWER TO AMEND. The stockholders may make,
alter, amend and repeal the Bylaws of the corporation at any annual meeting of
the stockholders or at any special meeting thereof if notice of such proposed
alteration, amendment or repeal is included in the notice of such special
meeting, and all Bylaws made by the Board of Directors may be amended, altered
or repealed by the stockholders.


                                   ARTICLE X.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         SECTION 1. INDEMNIFICATION IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN
THOSE BY OR IN THE RIGHT OF THE CORPORATION. Subject to Section 3 of this
Article X, the corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a Director or Officer of the corporation,
or is or was serving at the request of the corporation as a Director or Officer
of another corporation, partnership, joint venture, trust 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



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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 provided, however, that the corporation shall indemnify any such
person seeking indemnification in connection with an action, suit, counterclaim
or proceeding (or part thereof) brought by such person (excluding an action
brought to enforce indemnification under Section 6 hereof) only if such
indemnification for such action, suit, counterclaim or proceeding (or part
thereof) was authorized by the Board of Directors of the corporation. The
termination of any action, suit, counterclaim or proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption (i) that the person did not act in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and (ii) with respect to any criminal
action or proceeding, that the person had reasonable cause to believe that his
conduct was unlawful

         SECTION 2. INDEMNIFICATION IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN
THE RIGHT OF THE CORPORATION. Subject to Section 3 of this Article X, the
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a Director or Officer of the corporation, or is or was
serving at the request of the corporation as a Director or Officer of another
corporation, partnership, joint venture, trust 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 matter as to which such person shall have been
adjudged to be liable to the corporation



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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. DETERMINATION OF RIGHT OF INDEMNIFICATION. Any
indemnification under this Article X (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 or Officer 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 X, as the case may be. Such determination shall be
made promptly and in any event within forty-five (45) days following application
of the, person seeking indemnification by independent legal counsel in a written
opinion, unless the Board of Directors by a majority vote of a quorum consisting
of Directors who are not parties to such action, suit or proceeding has approved
such indemnification. Such independent legal counsel shall be selected by the
Board of Directors and approved by the person seeking indemnification (which
approval shall not be unreasonably withheld) and the expenses of such legal
counsel shall be paid by the corporation.

         SECTION 4. INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY.
Notwithstanding the other provisions of this Article X, to the extent that any
person seeking indemnification hereunder has been successful on the merits or
otherwise, including the dismissal of an action without prejudice or the
settlement of an action without admission of liability, in defense of any
action, suit or proceeding, or in defense of any claim, issue or matter therein,
such person shall be indemnified against all expenses (including attorneys'
fees) incurred in connection therewith, without the necessity of authorization
in the specified case.



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<PAGE>

         SECTION 5. GOOD FAITH DEFINED. For purposes of any determination under
Section 3 of this Article X, 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. .The term "another enterprise" as used in this Section 5 shall mean
any other corporation or any partnership, joint venture, trust, or other
enterprise of which such person is or was serving at the request of the
corporation as a Director or Officer. The provisions of this Section 5 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
Sections 1 or 2 of this Article, as the case may be.

         SECTION 6. INDEMNIFICATION BY A COURT. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article X, and
notwithstanding the absence of any determination thereunder, any Director or
Officer may apply to any court of competent jurisdiction for indemnification to
the extent otherwise permissible under this Article X. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the Director or Officer is proper in the circumstances
because he has met the applicable standards of conduct set forth in Sections 1
or 2 of this Article X, as the case may be.



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<PAGE>

Notice of any application for indemnification pursuant to this Section 6 shall
be given to the corporation promptly upon the filing of such application.

         SECTION 7. EXPENSES PAYABLE IN ADVANCE. Expenses incurred in defending
or investigating the defense of a threatened or pending action, suit, or
proceeding or in bringing a suit under Section 6 hereof, 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 or
Officer to repay such expenses if it shall be ultimately determined that he is
not entitled to be indemnified by the corporation as authorized in this Article
X.

         SECTION 8. NON-EXCLUSIVITY AND SURVIVAL OF INDEMNIFICATION. The
indemnification and advancement of expenses provided by or granted pursuant to
this Article X shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
statute, provision of the corporation's Certificate of Incorporation, 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 X shall be made to the fullest extent permitted by this Article X
or by such statute, provision, bylaw, agreement, contract, vote, or direction.
The provisions of this Article X shall not be deemed to preclude or to provide
for the indemnification of any person who is not specified in Sections 1 or 2 of
this Article X 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. By action of its Board of Directors, the corporation may provide
indemnification to employees and agents of the corporation, or, if serving at
the request of the



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<PAGE>

corporation, employees and agents of another corporation, partnership, joint
venture, trust, or other enterprise, with the same scope and effect (of such
lesser or greater scope and effect as such Board may approve) as the
indemnification of Directors and Officers provided in this Article X. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article X shall continue as to a person who has ceased to be a Director or
Officer and shall inure to the benefit of the heirs, executors, and
administrators of such person. All rights to indemnification under this Article
X shall be deemed to be provided by a contract between the corporation and the
Director or Officer who serves in such capacity at any time while this Article X
and other relevant provisions of the General corporation Law of the State of
Delaware and other applicable law, if any, are in effect. Any repeal or
modification of this Article X shall not affect any rights or obligations then
existing.

         SECTION 9. 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 another corporation,
partnership, joint venture, trust, 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 X or under the provisions of the General corporation Law of the State of
Delaware, or otherwise.

         SECTION 10. OTHER ENTERPRISES, FINES, AND SERVING AT CORPORATION'S
REQUEST. For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include



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<PAGE>

any service as a Director or Officer of the corporation which imposes duties on,
or involves services by, such Director or Officer 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 interests 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.

         SECTION 11. SAVINGS CLAUSE. If this Article or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each Director or Officer of the
corporation as to expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement with respect to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, including a grand jury
proceeding and an action by the corporation, to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated or by
any other applicable vote, agreement or law.