<PAGE>

                                OCTOBER 9, 1997

                                 RESTATED BYLAWS

                                       OF

                       ADVANCED COMMUNICATIONS GROUP, INC.

                            (which include Amendments
                        adopted by the Board of Directors
                              on November 9, 1998)










<PAGE>


                                TABLE OF CONTENTS


<TABLE>

<S>                                                                                                  <C>
ARTICLE 1................................................................................................1
Offices..................................................................................................1
   Section 1.1   Registered Office.......................................................................1
   Section 1.2   Other Offices...........................................................................1

ARTICLE 2................................................................................................1
Stockholders.............................................................................................1
   Section 2.1   Reference to Charter Documents..........................................................1
   Section 2.2   Record Date.............................................................................1
   Section 2.3   Stockholder List........................................................................2
   Section 2.4   Proxies.................................................................................2
   Section 2.5   Treasury Stock..........................................................................2

ARTICLE 3................................................................................................2
Board of Directors.......................................................................................2
   Section 3.1   Reference to Charter Document...........................................................2
   Section 3.2   Quorum, Voting, Other...................................................................3
   Section 3.3   Place of Meetings, Order of Business....................................................3
   Section 3.4   First Meeting...........................................................................3
   Section 3.5   Regular Meetings........................................................................3
   Section 3.6   Special Meetings........................................................................3
   Section 3.7   Compensation............................................................................3
   Section 3.8   Action Without a Meeting, Telephone Conference Meeting..................................4
   Section 3.9   Chairman of the Board of Directors......................................................4

ARTICLE 4................................................................................................4
Committees...............................................................................................4
   Section 4.1   Designation, Powers.....................................................................4
   Section 4.2   Procedure; Meetings; Quorum.............................................................5
   Section 4.3   Removal of Members; Vacancies...........................................................5

ARTICLE 5................................................................................................5
Officers.................................................................................................5
   Section 5.1   Number, Titles and Term of Office.......................................................5
   Section 5.2   Powers and Duties of the Chief Executive Officer........................................5
   Section 5.3   Powers and Duties of the President......................................................5
   Section 5.4   Vice Presidents.........................................................................6
   Section 5.5   Secretary...............................................................................6
   Section 5.6   Assistant Secretaries...................................................................6
   Section 5.7   Treasurer...............................................................................6
   Section 5.8   Assistant Treasurers....................................................................7
   Section 5.9   Action With Respect to Securities of Other Corporations.................................7
   Section 5.10  Delegation..............................................................................7
</TABLE>

                                       12
<PAGE>

<TABLE>

<S>                                                                                                  <C>
ARTICLE 6................................................................................................7
Capital Stock............................................................................................7
   Section 6.1   Certificates of Stock...................................................................7
   Section 6.2   Transferf of Shares.....................................................................8
   Section 6.3   Ownership of Shares.....................................................................8
   Section 6.4   Regulations Regarding Certificates......................................................8
   Section 6.5   Lost or Destroyed Certificates..........................................................8

ARTICLE 7................................................................................................8
Miscellaneous Provisions.................................................................................8
   Section 7.1   Fiscal Year.............................................................................8
   Section 7.2   Corporate Seal..........................................................................8
   Section 7.3   Notice and Waiver of Notice.............................................................9
   Section 7.4   Facsimile Signatures....................................................................9
   Section 7.5   Reliance Upon Books, Reports and Records................................................9
   Section 7.6   Application of Bylaws...................................................................9

ARTICLE 8................................................................................................9
Indemnification of Officers and Directors................................................................9

ARTICLE 9...............................................................................................10
Amendments..............................................................................................10
</TABLE>


                                       ii

<PAGE>








                                     BYLAWS

                                       OF

                       ADVANCED COMMUNICATIONS GROUP, INC.


                               ARTICLE 1 OFFICES

         SECTION 1.1. REGISTERED OFFICE. The registered office of the
Corporation required by the State of Delaware to be maintained in the State of
Delaware shall be the registered office named in the Corporation's Restated
Certificate of Incorporation dated October 7, 1997, as amended if amended
("Charter Document"), or such other office as may be designated from time to
time by the Board of Directors in the manner provided by law.

         SECTION 1.2. OTHER OFFICES. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                             ARTICLE 2 STOCKHOLDERS

         SECTION 2.1. REFERENCE TO CHARTER DOCUMENTS. Article V of the Charter
Document sets forth certain provisions relating to the calling and holding of
annual and special meetings of stockholders, the presiding officer at meetings
of stockholders, the votes required for the election of directors and the taking
of other action at meetings of stockholders, procedures for stockholder
initiatives, stockholder rights to inspect corporate records, the prohibition on
the use of stockholder consents following the consummation of the Corporation's
initial underwritten public offering and certain other matters, which provisions
are incorporated herein by reference.

         SECTION 2.2. RECORD DATE. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, 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 of the Corporation may fix a date as
the record date for any such determination of stockholders, which record date
shall not precede the date on which the resolutions fixing the record date are
adopted and which record date shall not be more than 60 days nor less than ten
days before the date of such meeting of stockholders, nor more than 60 days
prior to any other action to which such record date relates.

          If the Board of Directors does not fix a record date for any meeting
of the stockholders, the record date for determining stockholders entitled to
notice of or to vote at such meeting shall be at the close of business on the
day next preceding the day on which notice is given, or, if in accordance with
Article 7, Section 7.3 of these Bylaws notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. 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 




<PAGE>

record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

         SECTION 2.3. STOCKHOLDER LIST. A complete list of stockholders entitled
to vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in the name of such stockholder, 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 stockholder 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.

         SECTION 2.4. PROXIES. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him, her or it
by proxy. Proxies for use at any meeting of stockholders shall be filed with the
Secretary, or such other officer as the Board of Directors may from time to time
determine by resolution, before or at the time of the meeting. All proxies shall
be received and taken charge of and all ballots shall be received and canvassed
by the secretary of the meeting, who shall decide all questions touching upon
the qualification of voters, the validity of the proxies, and the acceptance or
rejection of votes, unless an inspector or inspectors shall have been appointed,
in which event such inspector or inspectors shall decide all such questions.

          No proxy shall be valid after three years from its date, unless the
proxy provides for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power.

          Should a proxy designate two or more persons to act as proxies, unless
such instrument shall provide the contrary, a majority of such persons present
at any meeting at which their powers thereunder are to be exercised shall have
and may exercise all the powers of voting or giving consents thereby conferred,
or if only one be present, then such powers may be exercised by that one; or, if
an even number attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in respect of such
portion of the shares as is equal to the reciprocal of the fraction equal to the
number of proxies representing such shares divided by the total number of shares
represented by such proxies.

         SECTION 2.5. TREASURY STOCK. The Corporation shall not vote, directly
or indirectly, shares of its own stock owned by it and such shares shall not be
counted for quorum purposes. Nothing in this Section 2.5 shall be construed as
limiting the right of the Corporation to vote stock, including but not limited
to its own stock, held by it in a fiduciary capacity.

                          ARTICLE 3 BOARD OF DIRECTORS

         SECTION 3.1. REFERENCE TO CHARTER DOCUMENT. Article VI of the Charter
Document sets forth certain provisions relating to the Board of Directors of the
Corporation, 



                                       2
<PAGE>

including the power, number, qualifications, tenure and removal of directors,
the filling of vacancies on the Board of Directors, the creation of committees
of directors and certain other matters, which provisions are incorporated herein
by reference.

         SECTION 3.2. QUORUM; VOTING; OTHER. A majority of the number of
directors fixed in accordance with the Charter Document shall constitute a
quorum for the transaction of business of the Board of Directors, and the vote
of a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. Directors need not be stockholders
nor residents of the State of Delaware.

         SECTION 3.3. PLACE OF MEETINGS; ORDER OF BUSINESS. The directors may
hold their meetings and may have an office and keep the books of the
Corporation, except as otherwise provided by law, in such place or places,
within or without the State of Delaware, as the Board of Directors may from time
to time determine. At all meetings of the Board of Directors business shall be
transacted in such order as shall from time to time be determined by the
Chairman of the Board, or in the Chairman of the Board's absence by the
President or by the Board of Directors.

         SECTION 3.4. FIRST MEETING. Each newly elected Board of Directors may
hold its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as the
annual meeting of the stockholders. Notice of such meeting shall not be
required. At the first meeting of the Board of Directors in each year at which a
quorum shall be present, held after the annual meeting of stockholders, the
Board of Directors shall elect the officers of the Corporation.

         SECTION 3.5. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such times and places as shall be designated from
time to time by the Chairman of the Board, or in the Chairman of the Board's
absence, by the President, or in the President's absence, by another officer of
the Corporation. Notice of such regular meetings shall not be required.

         SECTION 3.6. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board, or in the Chairman of the
Board's absence by the President, or, on the written request of any director, by
the Secretary, in each case on at least twenty-four (24) hours' personal,
written, telegraphic, cable or wireless notice to each director. Such notice, or
any waiver thereof pursuant to Article 7, Section 7.3 hereof, need not state the
purpose or purposes of such meeting, except as may otherwise be required by law
or provided for in the Charter Document or these Bylaws. Meetings may be held at
any time without notice if all the directors are present (except where a
director is present for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because such meeting is not lawfully
called or convened) or if those not present waive notice of the meeting in
writing.

         SECTION 3.7. COMPENSATION. Directors and members of standing committees
may receive such compensation as the Board of Directors from time to time shall
determine to be appropriate, and shall be reimbursed for all reasonable expenses
incurred in attending and returning from meetings of the Board of Directors.

                                       3
<PAGE>

         SECTION 3.8. ACTION WITHOUT A MEETING; TELEPHONE CONFERENCE MEETING.
Any action required or permitted to be taken at any meeting of the Board of
Directors or any committee designated by the Board of Directors may be taken
without a meeting if all members of the Board of Directors or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or committee. Such
consent shall have the same force and effect as a unanimous vote at a meeting,
and may be stated as such in any document or instrument filed with the Secretary
of State of the State of Delaware.

         Subject to the requirement for notice of meetings, members of the 
Board of Directors, or members of any committee designated by the Board of 
Directors, may participate in a meeting of such Board of Directors or 
committee, as the case may be, by means of a conference telephone connection 
or similar communications equipment by means of which all persons 
participating in the meeting can hear each other, and participation in such a 
meeting shall constitute presence in person at such meeting, except where a 
person participates in the meeting for the express purpose of objecting to 
the transaction of any business on the ground that the meeting is not 
lawfully called or convened.

         SECTION 3.9. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors shall be chosen from the members of the Board of Directors
and shall preside at all meetings of the stockholders and the Board of
Directors. The Chairman of the Board may sign only those instruments for and on
behalf of the Company which the Board of Directors has specifically authorized
the Chairman to sign, and in general, the Chairman shall have only such other
powers and duties as may be required of that position under the laws of
Delaware, or as may be specifically assigned to the Chairman by these Bylaws or
by the Board of Directors from time to time.

                              ARTICLE 4 COMMITTEES

         SECTION 4.1. DESIGNATION; POWERS. The Board of Directors may designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board of Directors may designate one or more
Directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. 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. Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the General Corporation Law of the State of Delaware to be submitted
to stockholders for approval or (ii) adopting, amending or repealing any
provision of these Bylaws.

                                       4
<PAGE>

         SECTION 4.2. PROCEDURE; MEETINGS; QUORUM. Any committee designated
pursuant to this Article 4 shall keep regular minutes of its actions and
proceedings in a book provided for that purpose and report the same to the Board
of Directors at its meeting next succeeding such action, shall fix its own rules
or procedures, and shall meet at such times and at such place or places as may
be provided by such rules, or by such committee or the Board of Directors.
Should a committee fail to fix its own rules, the provisions of these Bylaws,
pertaining to the calling of meetings and conduct of business by the Board of
Directors, shall apply as nearly as may be practicable. At every meeting of any
such committee, the presence of a majority of all the members thereof shall
constitute a quorum, and the affirmative vote of a majority of the members
present shall be necessary for the adoption by it of any resolution.

         SECTION 4.3. REMOVAL OF MEMBERS; VACANCIES. The Board of Directors
shall have the power at any time to remove any member(s) of a committee and to
appoint other directors in lieu of the person(s) so removed and shall also have
the power to fill vacancies in a committee.

                               ARTICLE 5 OFFICERS

         SECTION 5.1. NUMBER, TITLES AND TERM OF OFFICE. The officers of the
Corporation shall be a Chief Executive Officer, President, one or more Vice
Presidents (any one or more of whom may be designated Executive Vice President
or Senior Vice President), a Treasurer, a Secretary, and such officers as the
Board of Directors may from time to time elect or appoint (including, but not
limited to, one or more Assistant Secretaries, and one or more Assistant
Treasurers). Each officer shall hold office until such officer's successor shall
be duly elected and shall qualify or until such officer's death or until such
officer shall resign or shall have been removed. Any number of offices may be
held by the same person, unless the Charter Documents provide otherwise. No
officer need be a director.

         SECTION 5.2. POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER. Subject
to the control of the Board of Directors, the Chief Executive Officer shall have
the general executive charge, management and control of the properties, business
and operations of the Corporation with all such powers as may be reasonably
incident to such responsibilities. Without in any manner limiting the foregoing,
the Chief Executive Officer shall see that all orders and resolutions of the
Board of Directors are carried into effect, shall report official acts to the
Board of Directors for approval and shall have such powers and perform all other
duties that may be required of him under the laws of Delaware, the Bylaws of the
Corporation or by the Board of Directors from time to time, and may agree upon
and execute all leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation. The Chief Executive Officer shall
designate who shall perform the duties of the Chief Executive Officer in his
absence.

         SECTION 5.3. POWERS AND DUTIES OF THE PRESIDENT. Unless the Board of
Directors or the Chief Executive Officer otherwise determines, the President
shall be the Chief Operating Officer of the Company and may, upon (and to the
extent of) direction by the Chief Executive Officer, act as general manager of
the Corporation's business affairs, subject to the 



                                       5
<PAGE>

control of the Chief Executive Officer. The President shall have primary
responsibility for the Corporation's operations and sales of the Corporation's
services and products. He shall have general supervision and active management
of the business of the Corporation, and see that all orders and resolutions of
the Board of Directors are carried into effect; subject, however to the right of
the Board of Directors to delegate any specific powers to any other officer or
officers of the Corporation, except such as may be by statute exclusively
conferred upon the President. He shall report his official acts to the Chief
Executive Officer for approval and shall have such powers, and perform all other
duties that may be required of him, under the laws of Delaware, the Bylaws of
the Corporation, the Board of Directors or the Chief Executive Officer. Unless
circumscribed by the Board of Directors or the Chief Executive Officer, the
President may agree upon and execute all leases, contracts, evidences of 
indebtedness and other obligations in the name of the Corporation and execute 
all certificates for shares of capital stock of the Corporation.

         SECTION 5.4. VICE PRESIDENTS. Each Vice President shall at all times
possess power to sign all certificates, contracts and other instruments of the
Corporation, except as otherwise limited in writing by the Chief Executive
Officer or the President of the Corporation. Each Vice President shall have such
other powers and duties as from time to time may be assigned to such Vice
President by the Board of Directors, the Chairman of the Board or the President.

         SECTION 5.5. SECRETARY. The Secretary shall keep the minutes of all
meetings of the Board of Directors, committees of the Board of Directors and the
stockholders, in books provided for that purpose; shall attend to the giving and
serving of all notices; may in the name of the Corporation affix the seal of the
Corporation to all contracts and attest the affixation of the seal of the
Corporation thereto; may sign with the other appointed officers all certificates
for shares of capital stock of the Corporation; shall have charge of the
certificate books, transfer books and stock ledgers, and such other books and
papers as the Board of Directors may direct, all of which shall at all
reasonable times be open to inspection of any director upon application at the
office of the Corporation during business hours; shall have such other powers
and duties as designated in these Bylaws and as from time to time may be
assigned to the Secretary by the Board of Directors, the Chairman of the Board
or the President; and shall in general perform all acts incident to the office
of Secretary, subject to the control of the Board of Directors, the Chairman of
the Board or the President.

         SECTION 5.6. ASSISTANT SECRETARIES. Each Assistant Secretary shall have
the usual powers and duties pertaining to such office, together with such other
powers and duties as designated in these Bylaws and as from time to time may be
assigned to an Assistant Secretary by the Board of Directors, the Chairman of
the Board, the President or the Secretary. The Assistant Secretaries shall
exercise the powers of the Secretary during that officer's absence or inability
or refusal to act.

         SECTION 5.7. TREASURER. The Treasurer shall have responsibility for the
custody and control of all the funds and securities of the Corporation, and
shall have such other powers and duties as designated in these Bylaws and as
from time to time may be assigned to the Treasurer by the Board of Directors,
the Chief Executive Officer or the President. The Treasurer 



                                       6
<PAGE>

shall perform all acts incident to the position of Treasurer, subject to the
control of the Board of Directors, the Chief Executive Officer or the President;
and the Treasurer shall, if required by the Board of Directors, give such bond
for the faithful discharge of the Treasurer's duties in such form as the Board
of Directors may require.

         SECTION 5.8. ASSISTANT TREASURERS. Each Assistant Treasurer shall have
the usual powers and duties pertaining to such office, together with such other
powers and duties as designated in these Bylaws and as from time to time may be
assigned to each Assistant Treasurer by the Board of Directors, the Chief
Executive Officer, the President, or the Treasurer. The Assistant Treasurers
shall exercise the powers of the Treasurer during that officer's absence or
inability or refusal to act.

         SECTION 5.9. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.
Unless otherwise directed by the Board of Directors, the Chief Executive Officer
or the President, together with the Secretary or any Assistant Secretary shall
have power to vote and otherwise act on behalf of the Corporation, in person or
by proxy, at any meeting of security holders of or with respect to any action of
security holders of any other corporation in which this Corporation may hold
securities and otherwise to exercise any and all rights and powers which this
Corporation may possess by reason of its ownership of securities in such other
corporation.

         SECTION 5.10. DELEGATION. For any reason that the Board of Directors
may deem sufficient, the Board of Directors may, except where otherwise provided
by statute, delegate the powers or duties of any officer to any other person,
and may authorize any officer to delegate specified duties of such office to any
other person. Any such delegation or authorization by the Board of Directors
shall be effected from time to time by resolution of the Board of Directors.

                            ARTICLE 6 CAPITAL STOCK

         SECTION 6.1. CERTIFICATES OF STOCK. The certificates for shares of
capital stock of the Corporation shall be in such form, not inconsistent with
that required by law and the Charter Document, as shall be approved by the Board
of Directors. Every holder of stock represented by certificates shall be
entitled to have a certificate signed by or in the name of the Corporation by
the Chairman of the Board, President or a Vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation representing the number of shares (and, if the stock of the
Corporation shall be divided into classes or series, certifying the class and
series of such shares) owned by such stockholder which are registered in
certified form; provided, however, that any of or all the signatures on the
certificate may be facsimile. The stock record books and the blank stock
certificate books shall be kept by the Secretary or at the office of such
transfer agent or transfer agents as the Board of Directors may from time to
time determine. In case any officer, transfer agent or registrar who shall have
signed or whose facsimile signature or signatures shall have been placed upon
any such certificate or certificates shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued by the
Corporation, such certificate may nevertheless be issued by the Corporation with
the same effect as if such person were such officer, transfer agent or registrar
at the date of issue.



                                       7
<PAGE>

The stock certificates shall be consecutively numbered and shall be entered in
the books of the Corporation as they are issued and shall exhibit the holder's
name and number of shares.

         SECTION 6.2. TRANSFER OF SHARES. The shares of stock of the Corporation
shall be transferable only on the books of the Corporation by the holders
thereof in person or by their duly authorized attorneys or legal representatives
upon surrender and cancellation of certificates for a like number of shares.
Upon surrender to the Corporation or a transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

         SECTION 6.3. OWNERSHIP OF SHARES. The Corporation shall be entitled to
treat the holder of record of any share or shares of capital stock of the
Corporation as the holder in fact thereof and, accordingly, 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 the laws of the State of
Delaware.

         SECTION 6.4. REGULATIONS REGARDING CERTIFICATES. The Board of Directors
shall have the power and authority to make all such rules and regulations as
they may deem expedient concerning the issue, transfer and registration or the
replacement of certificates for shares of capital stock of the Corporation.

         SECTION 6.5. LOST OR DESTROYED CERTIFICATES. The Board of Directors may
determine the conditions upon which the Corporation may issue a new certificate
of stock in place of a certificate theretofore issued by it which is alleged to
have been lost, stolen or destroyed and may require the owner of such
certificate or such owner's legal representative to give bond, with surety
sufficient to indemnify the Corporation and each transfer agent and registrar
against any and all losses or claims which may arise by reason of the alleged
loss, theft or destruction of any such certificate or the issuance of such new
certificate in the place of the one so lost, stolen or destroyed.

                       ARTICLE 7 MISCELLANEOUS PROVISIONS

         SECTION 7.1. FISCAL YEAR. The fiscal year of the Corporation shall
begin on the first day of January of each year.

         SECTION 7.2. CORPORATE SEAL. The corporate seal shall be circular in
form and shall have inscribed thereon the name of the Corporation and the state
of its incorporation, which seal shall be in the charge of the Secretary and
shall be affixed to certificates of stock, debentures, bonds, and other
documents, in accordance with the direction of the Board of Directors or a
committee thereof, and as may be required by law; however, the Secretary may, if
the Secretary deems it expedient, have a facsimile of the corporate seal
inscribed on any such certificates of stock, debentures, bonds, contract or
other documents. Duplicates of the seal may be kept for use by any Assistant
Secretary.

                                       8
<PAGE>

         SECTION 7.3. NOTICE AND WAIVER OF NOTICE. Whenever any notice is
required to be given by law, the Charter Document or under the provisions of
these Bylaws, said notice shall be deemed to be sufficient if given (i) by
telegraphic, cable or wireless transmission (including by telecopy or facsimile
transmission) or (ii) by deposit of the same in a post office box or by delivery
to an overnight courier service company in a sealed prepaid wrapper addressed to
the person entitled thereto at such person's post office address, as it appears
on the records of the Corporation, and such notice shall be deemed to have been
given on the day of such transmission or mailing or delivery to courier, as the
case may be.

         Whenever notice is required to be given by law, the Charter Document 
or under any of the provisions of these Bylaws, a written waiver thereof, 
signed by the person entitled to notice, whether before or after the time 
stated therein, shall be deemed equivalent to notice. Attendance of a person, 
including without limitation a director, at a meeting shall constitute a 
waiver of notice of such meeting, except when the person attends a meeting 
for the express purpose of objecting, at the beginning of the meeting, to the 
transaction of any business because the meeting is not lawfully called or 
convened. Neither the business to be transacted at, nor the purpose of, any 
regular or special meeting of the stockholders, directors, or members of a 
committee of directors need be specified in any written waiver of notice 
unless so required by the Charter Document or these Bylaws.

         SECTION 7.4. FACSIMILE SIGNATURES. In addition to the provisions for
the use of facsimile signatures elsewhere specifically authorized in these
Bylaws, facsimile signatures of any officer or officers of the Corporation may
be used whenever and as authorized by the Board of Directors.

         SECTION 7.5. RELIANCE UPON BOOKS, REPORTS AND RECORDS. A member of the
Board of Directors, or a member of any committee designated by the Board of
Directors, shall, in the performance of such person's duties, be protected to
the fullest extent permitted by law in relying upon the records of the
Corporation and upon information, opinion, reports or statements presented to
the Corporation.

         SECTION 7.6. APPLICATION OF BYLAWS. In the event that any provisions
of these Bylaws is or may be in conflict with any law of the United States, of
the State of Delaware or of any other governmental body or power having
jurisdiction over this Corporation, or over the subject matter to which such
provision of these Bylaws applies, or may apply, such provision of these Bylaws
shall be inoperative to the extent only that the operation thereof unavoidably
conflicts with such law, and shall in all other respects be in full force and
effect.

              ARTICLE 8 INDEMNIFICATION OF OFFICERS AND DIRECTORS

          The Corporation shall provide indemnification and the advancement of
expenses to its officers and directors to the extent and upon the terms set
forth in Section 2 of Article VIII of the Charter Document.

                                       9
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                              ARTICLE 9 AMENDMENTS

          The Board of Directors and the stockholders of the Corporation shall
have the power to make, alter, amend and repeal any or all of the provisions of
these Bylaws to the extent and upon the terms set forth in Article VII of the
Charter Document.