<PAGE>   1
                                                                      EXHIBIT 3b

                                     BYLAWS

                                       OF

                               NORAM ENERGY CORP.

     (formerly known as HI Merger, Inc., hereinafter called the "Company")

                                   ARTICLE I

                                 CAPITAL STOCK

         Section 1.1. Certificates Representing Shares.  The shares of stock of
the Company shall be represented by certificates of stock, signed in the name
of the Company (a) by the Chairman of the Board, the President or a Vice
President and (b) by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary, of the Company, certifying the number of shares of
stock in the Company owned by the holder named in the certificate.  Any or all
of the signatures of such officers on the certificate may be facsimiles.  In
case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the Company with the same effect as if he were
such officer at the date of its issuance.

         Section 1.2. Lost, Stolen or Destroyed Certificates.  The Board of
Directors of the Company (the "Board of Directors") may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Company alleged to have been lost, stolen or destroyed, upon the receipt of an
affidavit of the fact by the person claiming the certificate of stock to be
lost, stolen or destroyed.  When authorizing such issuance of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to give the Company a bond
sufficient to indemnify it against any claim that may be made against the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

         Section 1.3. Transfers of Stock.  Stock of the Company shall be
transferable in the manner prescribed by law and in these Bylaws.  Transfers of
stock shall be made on the books of the Company only by the person named in the
certificate or by his attorney lawfully constituted in writing and upon the
surrender of the certificate therefor, which shall be cancelled before a new
certificate shall be issued.

         Section 1.4. Beneficial Owners.  The Company shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote
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as such owner, and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.

         Section 1.5. Dividends.  Dividends upon the capital stock of the
Company, subject to the provisions of the Certificate of Incorporation of the
Company, as amended from time to time (the "Certificate of Incorporation"), if
any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property or in shares of capital stock of
the Company.  Before payment of any dividend, there may be set aside out of any
funds of the Company available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Company, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

                                   ARTICLE II

                                  STOCKHOLDERS

         Section 2.1. Place of Meetings.  Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

         Section 2.2. Annual Meetings.  The annual meetings of the stockholders
shall be held on such date and at such time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, at
which meetings the stockholders shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before
the meeting.

         Section 2.3. Special Meetings.  Unless otherwise prescribed by law or
by the Certificate of Incorporation, special meetings of the stockholders, for
any purpose or purposes, may be called at any time by the Board of Directors,
the Chairman of the Board, the President or the Secretary of the Company and
shall be called by any such officer at the request in writing of a majority of
the Board of Directors or at the request in writing of stockholders owning a
majority of the capital stock of the Company issued and outstanding and
entitled to vote.  Such request shall state the purpose or purposes of the
proposed meeting.

         Section 2.4. Notice of Meetings.  Whenever stockholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for





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which the meeting is called.  Unless otherwise provided by law, the Certificate
of Incorporation or these Bylaws, the written notice of any meeting shall be
given not less than ten nor more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting.  If mailed, such notice
shall be deemed to be given when deposited in the mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Company.

         Section 2.5. Record Date.  The Board of Directors may fix a date, not
less than ten nor more than sixty days preceding the date of any meeting of the
stockholders, as a record date for determination of stockholders entitled to
notice of, or to vote at, such meeting.  The Board of Directors shall not close
the books of the Company against transfers of shares during the whole or any
part of such period.

         Section 2.6. Quorum.  Except as otherwise provided by law, by the
Certificate of Incorporation, or by these Bylaws, the presence in person or by
proxy of the holders of a majority of the outstanding shares of stock of the
Company entitled to vote thereat, shall be necessary and sufficient to
constitute a quorum at all meetings of the stockholders for the transaction of
business.  In the absence of a quorum, the stockholders so present may, by
majority vote, adjourn the meeting from time to time in the manner provided in
Section 2.9 of this Article II until a quorum shall attend.  Shares of its own
stock belonging to the Company or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held, directly or indirectly, by the Company, shall neither be entitled to
vote nor be counted for quorum purposes; provided, however, that the foregoing
shall not limit the right of the Company or any such other corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.

         Section 2.7. Organization.  Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his absence by the President,
or in the absence of the foregoing persons by a chairman designated by the
Board of Directors, or in the absence of such designation by a chairman chosen
at the meeting.  The Secretary shall keep the records of the meeting, but in
his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.

         Section 2.8. Voting; Proxies.  Except as otherwise provided by the
Certificate of Incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him which has voting power upon the matter in question.  Each stockholder
entitled to vote at a meeting of stockholders may authorize another person or
persons to act for him 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.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power.  A stockholder may revoke any proxy which is
not irrevocable by attending the meeting and voting in person or by filing an





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instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary.  Voting at meetings of stockholders need not
be by written ballot and need not be conducted by inspectors of election unless
so determined by the holders of shares of stock having a majority of the votes
which could be cast by the holders of all outstanding shares of stock entitled
to vote thereon which are present in person or by proxy at such meeting.  At
all meetings of stockholders for the election of directors, a plurality of the
votes cast shall be sufficient to elect.  All other elections and questions
shall, unless otherwise provided by law, the Certificate of Incorporation or
these Bylaws, be decided by the vote of the holders of shares of stock having a
majority of the votes which could be cast by the holders of all shares of stock
entitled to vote thereon which are present in person or represented by proxy at
the meeting.

         Section 2.9. Adjournments.  Any meetings of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting the Company may transact any business which
might have been transacted at the original meeting.  If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         Section 2.10. List of Stockholders Entitled to Vote.  The officer of
the Company who has charge of the stock ledger of the Company shall prepare and
make, at least ten days before every meeting of stockholders, a complete list
of the stockholders entitled to vote at the meeting, arranged in alphabetical
order and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held.  The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Company who is present.

         Section 2.11. Stock Ledger.  The stock ledger of the Company shall be
the only evidence as to which stockholders are entitled (a) to vote in person
or by proxy at any meeting of stockholders, or (b) to examine either the stock
ledger, the list required by Section 2.10 of this Article II or the books of
the Company.

         Section 2.12. Action by Consent of Stockholders in Lieu of Meeting.
Unless otherwise restricted by the Certificate of Incorporation, any action
required or permitted to be taken at any annual or special meeting of the
stockholders of the Company may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken,





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shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.  Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                  ARTICLE III

                                   DIRECTORS

         Section 3.1. Number and Tenure.  The business and affairs of the
Company shall be managed by the Board of Directors.  The number of directors
constituting the whole Board of Directors shall be fixed by the affirmative
vote of a majority of the members at any time constituting the Board of
Directors, and such number may be increased or decreased from time to time by
resolution by the Board of Directors; provided, however, that no such decrease
shall have the effect of shortening the term of any incumbent director.  Except
as provided in Section 3.2 of this Article III, directors shall be elected by a
plurality of the votes cast at annual meetings of the stockholders, and each
director so elected shall hold office for the full term to which he shall have
been elected and until his successor is duly elected and qualified, or until
his earlier death, resignation or removal.  Any director may resign at any time
upon notice to the Company.  A director need not be a stockholder of the
Company or a resident of the State of Delaware.

         Section 3.2. Vacancies.  Any newly created directorship or any vacancy
occurring in the Board of Directors for any cause may be filled by an
affirmative vote of a majority of the remaining directors then in office,
though less than a quorum, or by a plurality of votes cast at a meeting of
stockholders, and each director so elected shall hold office for the remainder
of the full term in which the new directorship was created or the vacancy
occurred and until such director's successor is duly elected and qualified, or
until his earlier death, resignation or removal.

         Section 3.3. Regular Meetings.  Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware
and at such times as the Board of Directors may from time to time determine,
and if so determined, notices thereof need not be given.

         Section 3.4. Special Meetings.  Special meetings of the Board of
Directors may be held at any time, whenever called by the Chairman of the
Board, the President or a majority of directors then in office, at such place
or places within or without the State of Delaware as may be stated in the
notice of the meeting.  Notice of the time and place of a special meeting must
be given by the person or persons calling such meeting at least twenty-four
hours before the special meeting.





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         Section 3.5. Meetings by Conference Telephone.  Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors of the Company, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors or such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 3.5 shall constitute
presence in person at such meeting.

         Section 3.6. Quorum; Vote Required for Action.  Except as may be
otherwise specifically provided by law, the Certificate of Incorporation or
these Bylaws, at all meetings of the Board of Directors a majority of the whole
Board of Directors shall constitute a quorum for the transaction of business.
The vote of a majority of the directors present at any meeting of the Board of
Directors at which there is a quorum present shall be the act of the Board of
Directors.  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 other than announcement at the meeting, until a quorum
shall be present.

         Section 3.7. Organization.  Meetings of the Board of Directors shall
be presided over by the Chairman of the Board, if any, or in his absence by the
President, or in their absences by a chairman chosen at the meeting.  The
Secretary shall act as secretary of the meeting, but in his absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

         Section 3.8. Actions of the Board by Consent in Lieu of Meeting.
Unless otherwise restricted by the Certificate of Incorporation or these
Bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if all the members of the Board of Directors or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

         Section 3.9. Committees.  The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Company.  The Board of Directors may designate one or more of the directors of
the Company.  The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.  In the absence or disqualification of
a member of the committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of any
absent or disqualified member.  Any committee, to the extent permitted by law
and to the extent provided in the resolution of the Board of Directors
establishing such committee, shall have





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and may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Company, and may authorize the
seal of the Company to be affixed to all papers which may require it.  Each
committee shall keep regular minutes and report to the Board of Directors when
required.

         The designation of any such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed upon it or him by law, nor shall such
committee function where action of the Board of Directors is required under
applicable law.  The Board of Directors shall have the power at any time to
change the membership of any such committee and to fill vacancies in it.  A
majority of the members of any such committee shall constitute a quorum.  Each
such committee may elect a chairman and appoint such subcommittees and
assistants as it may deem necessary.  Except as otherwise provided by the Board
of Directors, meetings of any committee shall be conducted in the same manner
as the Board of Directors conducts its business pursuant to this Article III as
the same shall from time to time be amended.  Any member of any such committee
elected or appointed by the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests of the Company will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.  Election or appointment of a member
of a committee shall not of itself create contract rights.

         Section 3.10. Compensation and Reimbursement of Expenses.  The
directors shall receive such compensation for their services as shall be
determined by the Board of Directors and may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors.  No such reimbursement
shall preclude any director from serving the Company in any other capacity and
receiving compensation therefor.  Members of special or standing committees may
be allowed like reimbursement for attending committee meetings.

                                   ARTICLE IV

                                    OFFICERS

         Section 4.1. General.  The offices of the Company shall consist of a
Chairman of the Board, a President, a Secretary and a Treasurer, each of whom
shall be elected by the Board of Directors.  Such other officers or agents,
including one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers, as may be deemed necessary, may be elected or appointed by the
Board of Directors.  Any number of offices may be held by the same person,
unless otherwise prohibited by law, the Certificate of Incorporation or these
Bylaws.  The officers of the Company need not be stockholders of the Company
nor, except in the case of the Chairman of the Board, need such officers be
directors of the Company.  Each officer shall hold office until the first
meeting of the Board of Directors after the annual meeting of stockholders next
succeeding his election, and until his successor is elected and qualified or
until his earlier death, resignation





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or removal.  Any officer may resign at any time upon written notice to the
Company.  The Board of Directors may remove any officer with or without
prejudice to the contractual rights of such officer, if any, with the Company.
Election or appointment of an officer or an agent shall not of itself create
contractual rights.  Any vacancy occurring in any office of the Company by
death, resignation, removal or otherwise may be filled for the unexpired
portion of the term by the Board of Directors at any regular or special
meeting.

         Section 4.2. Powers and Duties.  The officers of the Company shall
have such powers and duties as generally pertain to their offices, except as
modified herein or by the Board of Directors, as well as such powers and duties
as from time to time may be conferred by the Board of Directors.  The Chairman
of the Board shall be the Chief Executive Officer and shall preside at meetings
of the Board of Directors and at meetings of the stockholders.  The President
shall have the general supervision over the business, affairs and property of
the Company.  The Secretary shall record all proceedings at meetings and
actions in writing of stockholders, directors and committees of directors, and
shall exercise such additional authority and perform such additional duties as
the Board of Directors may assign.

         Section 4.3. Voting Securities Owned by the Company.  Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Company may be executed in the name and on
behalf of the Company by the Chairman of the Board, the President or any Vice
President and any such officer may, in the name of and on behalf of the
Company, take all such action as any such officer may deem advisable to vote in
person or by proxy at any meeting of security holders of any corporation in
which the Company may own securities and at any such meeting shall possess and
may exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Company might have exercised
and possessed if present.  The Board of Directors may, by resolution, from time
to time, confer like powers upon any other person or persons.

                                   ARTICLE V

                                INDEMNIFICATION

         Section 5.1. Right to Indemnification.  The Company shall indemnify
and hold harmless each Indemnitee (as this and all other capitalized words are
defined in Section 5.13 of this Article) to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended.  The rights
of an Indemnitee provided under the preceding sentence shall include, but not
be limited to, the right to be indemnified to the fullest extent permitted by
Section 145(b) of the DGCL in Proceedings by or in the right of the Company and
to the fullest extent permitted by Section 145(a) of the DGCL in all other
Proceedings.





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         Section 5.2. Expenses.  If an Indemnitee is, by reason of his
Corporate Status, a witness in or is a party to any Proceeding, and is
successful on the merits or otherwise, he shall be indemnified against all
Expenses actually and reasonably incurred by him or on his behalf in connection
therewith.  If the Indemnitee is a party to and is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to any Matter
in such Proceeding, the Company shall indemnify the Indemnitee against all
Expenses actually and reasonably incurred by him or on his behalf relating to
each such Matter.  The termination of any Matter in such a Proceeding by
dismissal, with or without prejudice, shall be deemed to be a successful result
as to such Matter.

         Section 5.3. Request for Indemnification.  To obtain indemnification,
an Indemnitee shall submit to the Secretary a written request with such
information as is reasonably available to the Indemnitee regarding the basis
for such claim for indemnification.  The Secretary shall promptly advise the
Board of Directors of such request.  An Indemnitee shall be advanced Expenses,
within ten days after requesting them, to the fullest extent permitted by
Section 145(e) of the DGCL.

         Section 5.4. Determination of Indemnification.  The Indemnitee's
entitlement to indemnification shall be determined in accordance with Section
145(d) of the DGCL.  If entitlement to indemnification is to be determined by
Independent Counsel, the Company shall furnish notice to the Indemnitee within
ten days after receipt of the request for indemnification, specifying the
identity and address of the Independent Counsel.  The Indemnitee may, within
fourteen days after receipt of such written notice of selection, deliver to the
Company a written objection to such selection.  Such objection may be asserted
only on the ground that the Independent Counsel so selected does not meet the
requirements of Independent Counsel and the objection shall set forth with
particularity the factual basis of such assertion.  If there is an objection to
the selection of Independent Counsel, either the Company or the Indemnitee may
petition the Court of Chancery of the State of Delaware or any other court of
competent jurisdiction for a determination that the objection is without a
reasonable basis and/or for the appointment of Independent Counsel selected by
such court.

         Except in the event that the determination of entitlement to
indemnification is to be made by Independent Counsel, if the person or persons
authorized under this Section 5.4 to determine entitlement to indemnification
shall not have made and furnished to the Indemnitee in writing a determination
of whether the Indemnitee is entitled to indemnification within thirty days
after receipt by the Company of the Indemnitee's request therefor, a
determination of entitlement to indemnification shall be deemed to have been
made, and the Indemnitee shall be entitled to such indemnification unless the
Indemnitee knowingly misrepresented a material fact in connection with the
request for indemnification or such indemnification is prohibited by law.  The
termination of any Proceeding or of any Matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Article) of itself
adversely affect the right of Indemnitee to indemnification or create a





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presumption that Indemnitee 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
Company, or with respect to any criminal Proceeding, that Indemnitee had
reasonable cause to believe that his conduct was unlawful.

         Section 5.5. Payments to Independent Counsel.  The Company shall pay
any and all reasonable fees and expenses of Independent Counsel incurred acting
pursuant to this Article and in any proceeding to which it is a party or
witness in respect of its investigation and written report and shall pay all
reasonable fees and expenses incident to the procedures in which such
Independent Counsel was selected or appointed.  No Independent Counsel may
serve if a timely objection has been made to his selection until a court has
determined that such objection is without a reasonable basis.

         Section 5.6. Right to Bring Suit.  In the event that (a) a
determination is made pursuant to Section 5.4 of this Article V that the
Indemnitee is not entitled to indemnification under this Article, (b)
advancement of Expenses is not timely made pursuant to Section 5.3 of this
Article V, (c) Independent Counsel has not made and delivered a written opinion
determining the request for indemnification (i) within ninety days after being
appointed by the court, or (ii) within ninety days after objections to his
selection have been overruled by the court, or (iii) within ninety days after
the time for the Company or the Indemnitee to object to his selection, or (d)
payment of indemnification is not made within five days after a determination
of entitlement to indemnification, the Indemnitee shall be entitled to an
adjudication in an appropriate court of the State of Delaware, or in any other
court of competent jurisdiction, of his entitlement to such indemnification or
advancement of Expenses.  In the event that a determination shall have been
made that the Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 5.6 shall be
conducted in all respects as a de novo trial on the merits and Indemnitee shall
not be prejudiced by reason of that adverse determination.  If a determination
shall have been made or deemed to have been made that the Indemnitee is
entitled to indemnification, the Company shall be bound by such determination
in any judicial proceeding commenced pursuant to this Section 5.6, or
otherwise, unless the Indemnitee knowingly misrepresented a material fact in
connection with the request for indemnification, or such indemnification is
prohibited by law.

         The Company shall be precluded from asserting in any judicial
proceeding commenced pursuant to this Section 5.6 that the procedures and
presumptions of this Article are not valid, binding and enforceable and shall
stipulate in any such court that the Company is bound by all provisions of this
Article.  In the event that the Indemnitee, pursuant to this Section 5.6, seeks
a judicial adjudication to enforce his rights under, or to recover damages for
breach of, this Article, the Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company against, any and all Expenses
actually and reasonably incurred by him in such judicial adjudication, but only
if he prevails therein.  If it shall be determined in such judicial
adjudication





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that the Indemnitee is entitled to receive part but not all of the
indemnification or advancement of Expenses sought, the Expenses incurred by the
Indemnitee in connection with such judicial adjudication or arbitration shall
be appropriately prorated.

         Section 5.7. Non-Exclusivity of Rights.  The rights to receive
indemnification and advancement of Expenses as provided by this Article shall
not be deemed exclusive of any other rights to which an Indemnitee may at any
time be entitled under applicable law, the Certificate of Incorporation, the
Bylaws, any agreement, a vote of stockholders or disinterested directors, or
otherwise.

         Section 5.8. Other Indemnification.  The Company's obligation, if any,
to indemnify any Indemnitee who was or is serving at its request as a director,
officer, employee, agent or fiduciary of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise or nonprofit
entity shall be reduced by any amount such Indemnitee may collect as
indemnification from such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise or nonprofit entity.

         Section 5.9. Amendment or Repeal.  No amendment, alteration or repeal
of this Article or any provision thereof shall be effective as to any
Indemnitee for acts, omissions, events and circumstances that occurred, in
whole or in part, before such amendment, alteration or repeal.

         Section 5.10. Survival of Rights.  The provisions of this Article
shall continue as to an Indemnitee whose Corporate Status has ceased and shall
inure to the benefit of his heirs, executors and administrators.

         Section 5.11. Insurance.  The Company may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Company or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Company would have the power to indemnify such person against such expense,
liability or loss under applicable law.

         Section 5.12. Indemnity Agreements.  The Company may enter into
indemnity agreements with the persons who are members of its Board of Directors
from time to time, and with such officers, employees and agents as the Board of
Directors may designate, such indemnity agreements to provide in substance that
the Company will indemnify such persons to the full extent contemplated by this
Article.


         Section 5.13. Definitions.  For purposes of this Article:





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                 "Corporate Status" describes the status of a person who is or
         was a director, officer, employee, agent or fiduciary of the Company
         or of any other corporation, partnership, joint venture, trust,
         employee benefit plan or other enterprise or nonprofit entity which
         such person is or was serving at the request of the Company.

                 "DGCL" means the General Corporation Law of the State of
         Delaware as set forth in Title 8 of the Delaware Code.

                 "Expenses" shall include all reasonable attorneys' fees,
         retainers, court costs, transcript costs, fees of experts, witness
         fees, travel expenses, duplicating costs, printing and binding costs,
         telephone charges, postage, delivery service fees and all other
         disbursements or expenses of the types customarily incurred in
         connection with prosecuting, defending, preparing to prosecute or
         defend, investigating, or being or preparing to be a witness in a
         Proceeding.

                 "Indemnitee" includes any person who was or is made, or is
         threatened to be made a party or is otherwise involved in any
         Proceeding by reason of his Corporate Status.

                 " Independent Counsel" means a law firm, or member of a law
         firm, that is experienced in matters of corporation law and neither
         presently is, nor in the five years previous to his selection or
         appointment has been, retained to represent: (a) the Company or
         Indemnitee in any matter material to either such party; or (b) any
         other party to the Proceeding giving rise to a claim for
         indemnification hereunder.

                 "Matter" is a claim, a material issue or a substantial request
         for relief.

                 "Proceeding" includes any action, suit, arbitration, alternate
         dispute resolution proceeding, investigation, administrative hearing
         or any other proceeding, whether civil, criminal, administrative, or
         investigative, except one initiated by an Indemnitee pursuant to
         Section 5.6 of this Article to enforce his rights under this Article.

         Section 5.14. Communications.  Any communication required or permitted
to be made to the Company shall be addressed to the Secretary and any such
communication to an Indemnitee shall be addressed to his home address unless he
specifies otherwise.

         Section 5.15. Legality.  If any provision or provisions of this
Article shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby; and, to the
fullest extent possible, the provisions of this Article shall be construed so
as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.





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<PAGE>   13
                                   ARTICLE VI

                                 MISCELLANEOUS

         Section 6.1 Disbursements.  All checks or demands for money and notes
of the Company shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

         Section 6.2. Fiscal Year.  The fiscal year of the Company shall be
fixed by resolution of the Board of Directors.

         Section 6.3. Corporate Seal.  The Corporate Seal shall have inscribed
thereon the name of the Company, the year of its organization and the words
"Corporate Seal, Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced.

         Section 6.4. Interested Directors.  No contract or transaction between
the Company and one or more of its directors or officers, or between the
Company and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof
which authorized the contract or transaction, or solely because his or their
votes are counted for such purpose, if: (a) the material facts as to his or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the
Board of Directors or committee in good faith authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or
(b) the material facts as to his or their relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (c) the contract or
transaction is fair as to the Company as of the time it is authorized, approved
or ratified, by the Board of Directors, a committee thereof or the
stockholders.  Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.  Any director of the Company may
vote upon any contract or other transaction between the Company and any
subsidiary or affiliated corporation without regard to the fact that he is also
a director of such subsidiary or affiliated corporation.

         Section 6.5. Amendments.  These Bylaws may be altered, amended or
repealed, in whole or in part, or new Bylaws may be adopted, by the
stockholders or by the Board of Directors; provided, however, that notice of
such alteration, amendment, repeal or adoption of new Bylaws be contained in
the notice of such meeting of stockholders or Board of Directors, as the case
may





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<PAGE>   14
be.  All such alterations, amendments, repeals or adoptions must be approved by
either the holders of a majority of the outstanding capital stock entitled to
vote thereon or by a majority of the Board of Directors then in office.





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