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                                                                     EXHIBIT 3.3


                                    FORM OF


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                                  LASON, INC.

                             A Delaware Corporation


                                   ARTICLE I

                                    OFFICES

         Section 1.  Registered Office.  The registered office of the
Corporation in the State of Delaware shall be located at 32 Loockerman Square,
Suite L-100, Dover, Delaware, County of Kent.  The name of its registered agent
at such address is Corporation Service Company.  The registered office and/or
registered agent of the Corporation may be changed from time to time by action
of the board of directors.

         Section 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 II

                            MEETINGS OF STOCKHOLDERS

         Section 1.   Place and Time of Meetings.  An annual meeting of the
stockholders shall be held each year for the purpose of electing directors and
conducting such other proper business as may come before the meeting.  Unless
otherwise directed by the board of directors, annual meetings of stockholders
shall be held on the fourth Tuesday in April beginning in 1997, if not a legal
holiday and, if a legal holiday, then on the first preceding regular business
day.  At the annual meeting, stockholders shall elect directors and transact
such other business as properly may be brought before the meeting pursuant to
Article II, Section 11 hereof.

         Section 2.  Special Meetings.  Special meetings of stockholders may be
called for any purpose and may be held at such time and place, within or
without the State of Delaware, as shall be stated in a notice of meeting or in
a duly executed waiver of notice thereof.  Such meetings may be called at any
time by the chairman of the board, the chief executive officer, the president,
or pursuant to a resolution adopted by the affirmative vote of at least two
members then in office.  The only matters that may be considered at any special
meeting of the stockholders are the matters specified in the notice of the
meeting.
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         Section 3.  Place of Meetings.  The board of directors may designate
any place, either within or without the State of Delaware, as the place of
meeting for any annual meeting or for any special meeting called by the board
of directors.  If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal executive office of the
Corporation.

         Section 4.  Notice.  Whenever stockholders are required or permitted
to take action at a meeting, written or printed notice stating the place, date,
time, and, in the case of special meetings, the purpose or purposes, of such
meeting, shall be given to each stockholder entitled to vote at such meeting
not less than ten (10) nor more than sixty (60) days before the date of the
meeting.  All such notices shall be delivered, either personally or by mail, by
or at the direction of the board of directors, the chairman of the board, the
president or the secretary, and if mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, postage prepaid, addressed
to the stockholder at his, her or its address as the same appears on the
records of the Corporation.  Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends
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.

         Section 5.  Stockholders List.  The officer having charge of the stock
ledger of the Corporation shall make, at least 10 days before every meeting of
the stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, 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 10 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 who is present.

         Section 6.  Quorum.  The holders of a majority of the outstanding
shares of capital stock entitled to vote, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders, except as
otherwise provided by statute or by the certificate of incorporation.
Abstention and broker non-votes are counted as present and entitled to vote for
purposes of determining a quorum.  If a quorum is not present, the holders of a
majority of the shares present in person or represented by proxy at the
meeting, and entitled to vote at the meeting, may adjourn the meeting to
another time and/or place.  When a specified item of business requires a vote
by a class or series (if the Corporation shall then have outstanding shares of
more than one class or series) voting as a class, the holders of a majority of
the shares of such class or series shall constitute a quorum (as to such class
or series) for the transaction of such item of business.

         Section 7.  Adjourned Meetings.  When a meeting is adjourned to
another time and place, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the
adjournment is taken.  At the adjourned meeting the Corporation 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





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meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting.

         Section 8.  Vote Required.  When a quorum is present, the affirmative
vote of the majority of shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless (i) by express provisions of an applicable law or of the
certificate of incorporation a different vote is required, in which case such
express provision shall govern and control the decision of such question, or
(ii) the subject matter is the election of directors, in which case Section 2
of Article III hereof shall govern and control the approval of such subject
matter, or the amendment of any provision listed in Article VIII, in which case
Article VIII hereof shall govern and control the approval of such subject
matter.

         Section 9.  Voting Rights.  Except as otherwise provided by the
General Corporation Law of the State of Delaware or by the certificate of
incorporation of the Corporation or any amendments thereto and subject to
Section 3 of Article VI hereof, every stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
common stock held by such stockholder.

         Section 10.  Proxies.  Each stockholder entitled to vote at a meeting
of stockholders may authorize another person or persons to act for him or her
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 proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.  Any proxy is suspended when the person
executing the proxy is present at a meeting of stockholders and elects to vote,
except that when such proxy is coupled with an interest and the fact of the
interest appears on the face of the proxy, the agent named in the proxy shall
have all voting and other rights referred to in the proxy, notwithstanding the
presence of the person executing the proxy.  At each meeting of the
stockholders, and before any voting commences, all proxies filed at or before
the meeting shall be submitted to and examined by the secretary or a person
designated by the secretary, and no shares may be represented or voted under a
proxy that has been found to be invalid or irregular.

         Section 11.  Business Brought Before a Meeting.  At an annual meeting
of the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting.  To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of directors, (b)
brought before the meeting by or at the direction of the board of directors, or
(c) otherwise properly brought before the meeting by a stockholder.  For
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the secretary
of the Corporation.  To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the Corporation,
not less than one hundred and twenty (120) days nor more than  one hundred and
fifty (150) days prior to the first anniversary of the annual meeting for the
preceding year; for purposes of the first annual meeting, the first anniversary
is the date of the first annual meeting. A stockholder's notice to the
secretary shall set forth as to each matter the





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stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting, (b) the name
and address, as they appear on the Corporation's books, of the stockholder
proposing such business, (c) the class and number of shares of the Corporation
which are beneficially owned by the stockholder, and (d) any material interest
of the stockholder in such business.  Notwithstanding anything in these by-laws
to the contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 11 of Article II.  The
presiding officer of an annual meeting shall, if the facts warrant, determine
that the business was not properly brought before the meeting and in accordance
with the provisions of this Section 11 of Article II; and if he should so
determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.

         Section 12.  Abstentions and Broker Non-Votes.  With respect to the
election of directors, abstentions and broker non-votes shall not be counted.
With respect to any other matter, except as otherwise required by law, an
abstention shall be counted as a vote against and a broker non-vote shall not
be counted.

                                  ARTICLE III

                                   DIRECTORS

         Section 1.  General Powers.  The business and affairs of the
Corporation shall be managed by or under the direction of the board of
directors.  In addition to such powers as are herein and in the certificate of
incorporation expressly conferred upon it, the board of directors shall have
and may exercise all the powers of the Corporation, subject to the provisions
of the laws of Delaware, the certificate of incorporation and these by-laws.

         Section 2.  Number, Election and Term of Office.  The number of
directors which shall constitute the board shall be seven (7), but the number
of directors may be changed and established from time to time by resolution of
the board.  The directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote in the election of directors; provided that, whenever the holders of any
class or series of capital stock of the Corporation are entitled to elect one
or more directors pursuant to the provisions of the certificate of
incorporation of the Corporation (including, but not limited to, for purposes
of these by-laws, pursuant to any duly authorized certificate of designation),
such directors shall be elected by a plurality of the votes of such class or
series present in person or represented by proxy at the meeting and entitled to
vote in the election of such directors.  The directors shall be elected in this
manner at the annual meeting of the stockholders, except as provided in Section
4 of this Article III.  Each director elected shall hold office until a
successor is duly elected and qualified or until his or her earlier death,
resignation or removal as hereinafter provided.

         Section 3.  Removal and Resignation.  No director may be removed at
any time without cause; provided, however, that if the holders of any class or
series of capital stock are entitled by the provisions of the Corporation's
certificate of incorporation to elect one or more directors, such





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director or directors so elected may be removed without cause only by the vote
of the holders of a majority of the outstanding shares of that class or series
entitled to vote.  Any director may resign at any time upon written notice to
the Corporation.

         Section 4.  Vacancies.  Vacancies and newly created directorships
resulting from any increase in the total number of directors established by the
board pursuant to Section 2 of this Article III may be filled only by the
affirmative vote of the majority of the total number of directors then in
office, though less than a quorum, or by a sole remaining director.  Any
director elected to fill a vacancy resulting from an increase in the number of
directors shall hold office for a term that shall coincide with the remaining
term of the class of directors to which he is elected.  A director elected to
fill a vacancy not resulting from an increase in the number of directors shall
have the same remaining term as that of his predecessor.  Each director so
chosen shall hold office until a successor is duly elected and qualified or
until his or her earlier death, resignation or removal as herein provided.
Whenever holders of any class or classes of stock or series thereof are
entitled by the provisions of the certificate of incorporation to elect one or
more directors, vacancies of directorships pertaining to such class or classes
or series may only be filled by the affirmative vote of the majority of the
total number of directors elected by such class or classes or series thereof
then in office, or by a sole remaining director so elected.  If no such
directors or director remains, then the vacancy or vacancies of directorships
pertaining to such class or classes or series shall be filled by the
affirmative vote of the majority of the total number of directors then in
office, or by any sole remaining director.

         Section 5.  Nominations.

                 (a)      Only persons who are nominated in accordance with the
procedures set forth in these by-laws shall be eligible to serve as directors.
Nominations of persons for election to the board of directors of the
Corporation may be made at a meeting of stockholders (i) by or at the direction
of the board of directors  or (ii) by any stockholder of the Corporation who
was a stockholder of record at the time of giving of notice provided for in
this by-law, who is entitled to vote for the election of directors at the
meeting and who shall have complied with the notice procedures set forth below
in Section 5(b) of this Article III.

                 (b)      In order for a stockholder to nominate a person for
election to the board of directors of the Corporation at a meeting of
stockholders, such stockholder shall have delivered timely notice of such
stockholder's intent to make such nomination in writing to the secretary of the
Corporation.  To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation (i)
in the case of an annual meeting, not less than one hundred and twenty (120)
nor more than one hundred and fifty (150) days prior to the first anniversary
of the annual meeting for the preceding year; for purposes of the first annual
meeting, the first anniversary is the date of the first annual meeting, and
(ii) in the case of a special meeting at which directors are to be elected, not
later than the close of business on the tenth (10) day following the earlier of
the day on which notice of the date of the meeting was mailed or public
disclosure of the meeting was made.  Such stockholder's notice shall set forth
(i) as to each person whom the stockholder proposes to nominate for election as
a director at such meeting all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities





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Exchange Act of 1934, as amended (including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); (ii) as to the stockholder giving the notice (A) the name and
address, as they appear on the Corporation's books, of such stockholder and (B)
the class and number of shares of the Corporation which are beneficially owned
by such stockholder and also which are owned of record by such stockholder; and
(iii) as to the beneficial owner, if any, on whose behalf the nomination is
made, (A) the name and address of such person and (B) the class and number of
shares of the Corporation which are beneficially owned by such person.  At the
request of the board of directors, any person nominated by the board of
directors for election as a director shall furnish to the secretary of the
Corporation that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee.

                 (c)      No person shall be eligible to serve as a director of
the Corporation unless nominated in accordance with the procedures set forth in
this Section 5 of Article III.   The chairman of the meeting shall, if the
facts warrant, determine that a nomination was not made in accordance with the
procedures prescribed by this Section 5 of Article III, and if he should so
determine, he shall so declare to the meeting and the defective nomination
shall be disregarded.  A stockholder seeking to nominate a person to serve as a
director must also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Section 5 of Article III.

         Section 6.  Annual Meetings.  An annual meeting of the board of
directors may be held without other notice at such time and at such place as
shall, from time to time, be determined by resolution of the board.

         Section 7.  Other Meetings and Notice.  Regular meetings of the board
of directors may be held without notice at such time and at such place as shall
from time to time be determined by resolution of the board.  Special meetings
of the board of directors may be called by the chairman of the board or, upon
the written request of at least a majority of the directors then in office, by
the secretary of the Corporation on at least 24 hours notice to each director,
either personally, by telephone, by mail, or by telecopy.

         Section 8.  Chairman of the Board, Quorum, Required Vote and
Adjournment.  The board of directors shall elect, by the affirmative vote of
the majority of the total number of directors then in office, a chairman of the
board, who shall preside at all meetings of the stockholders and board of
directors at which he or she is present.  If the chairman of the board is not
present at a meeting of the stockholders or the board of directors, the chief
executive officer (if the chief executive officer is a director and is not also
the chairman of the board) shall preside at such meeting, and, if the chief
executive officer is not present at such meeting, a majority of the directors
present at such meeting shall elect one of their members to so preside.  A
majority of the total number of directors then in office shall constitute a
quorum for the transaction of business.  Unless by express provision of an
applicable law, the Corporation's certificate of incorporation or these by-
laws a different vote is required, the vote of a majority of directors present
at a meeting at which a quorum is 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.





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         Section 9.  Committees.  The board of directors may, by resolution
passed by a majority of the total number of directors then in office, designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation, which to the extent provided in such resolution
or these by-laws shall have, and may exercise, the powers of the board of
directors in the management and affairs of the Corporation, except as otherwise
limited by law.  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.  Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the board of directors.  Each committee shall keep regular minutes
of its meetings and report the same to the board of directors when required.

         Section 10.  Committee Rules.  Each committee of the board of
directors may fix its own rules of procedure and shall hold its meetings as
provided by such rules, except as may otherwise be provided by a resolution of
the board of directors designating such committee.  Unless otherwise provided
in such a resolution, the presence of at least a majority of the members of the
committee shall be necessary to constitute a quorum.  Unless otherwise provided
in such a resolution, in the event that a member and that member's alternate,
if alternates are designated by the board of directors as provided in Section 9
of this Article III, of such committee is or are absent or disqualified, the
member or members thereof 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 place of any such absent or disqualified member.

         Section 11.  Communications Equipment.  Members of the board of
directors or any committee thereof may participate in and act at any meeting of
such board or committee through the use of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear and speak with each other, and participation in the meeting
pursuant to this Section 11 shall constitute presence in person at the meeting.

         Section 12.  Waiver of Notice and Presumption of Assent.  Any member
of the board of directors or any committee thereof who is present at a meeting
shall be conclusively presumed to have waived notice of such meeting except
when such member attends 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.  Such member shall be conclusively presumed to
have assented to any action taken unless his or her dissent shall be entered in
the minutes of the meeting or unless his or her written dissent to such action
shall be filed with the person acting as the secretary of the meeting before
the adjournment thereof or shall be forwarded by registered mail to the
secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to any member who voted in favor of such
action.

         Section 13.  Action by Written Consent.  Unless otherwise restricted
by the certificate of incorporation, 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 members of the board 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 or committee.





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                                   ARTICLE IV

                                    OFFICERS

         Section 1.  Number.  The officers of the Corporation shall be elected
by the board of directors and shall consist of a chairman of the board, chief
executive officer, president, one or more executive vice presidents or
vice-presidents, a chief operating officer, a chief financial officer, a
secretary, a treasurer and such other officers and assistant officers as may be
deemed necessary or desirable by the board of directors.  Any number of offices
may be held by the same person.  In its discretion, the board of directors may
choose not to fill any office for any period as it may deem advisable, except
that the offices of president and secretary shall be filled as expeditiously as
possible.

         Section 2.  Election and Term of Office.  The officers of the
Corporation shall be elected annually by the board of directors at its first
meeting held after each annual meeting of stockholders or as soon thereafter as
convenient.  Vacancies may be filled or new offices created and filled at any
meeting of the board of directors.  Each officer shall hold office until a
successor is duly elected and qualified or until his or her earlier death,
resignation or removal as hereinafter provided.

         Section 3.  Removal.  Any officer or agent elected by the board of
directors may be removed by the board of directors at its discretion, but such
removal shall be without prejudice to the contract rights, if any, of the
person so removed.

         Section 4.  Vacancies.  Any vacancy occurring in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by
the board of directors.

         Section 5.  Compensation.  Compensation of all officers shall be fixed
by the board of directors, and no officer shall be prevented from receiving
such compensation by virtue of his or her also being a director of the
Corporation.

         Section 6.  Chairman of the Board.  The chairman of the board  shall
preside at all meetings of the board of directors and stockholders and shall
have such other powers and perform such other duties as may be prescribed by
the board of directors or provided in these by-laws.  The chairman of the board
is authorized to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the board of directors to some other
officer or agent of the Corporation.

         Section 7.  Chief Executive Officer.  The chief executive officer
shall have the powers and perform the duties incident to that position.
Subject to the powers of the board of directors, he or she shall be in the
general and active charge of the entire business and affairs of the
Corporation, and shall be its chief policy-making officer.   The chief
executive officer is authorized to execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the Corporation.  The chief
executive officer shall, in the absence or disability of the chairman of





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the board, act with all of the powers, perform all duties and be subject to all
the restrictions of the chairman of the board.  The chief executive officer
shall have such other powers and perform such other duties as may be prescribed
by the chairman of the board or the board of directors or as may be provided in
these by-laws.

         Section 8.  The President.  The president of the Corporation shall,
subject to the powers of the board of directors, the chairman of the board and
the chief executive officer, shall have general charge of the business, affairs
and property of the Corporation, and control over its officers, agents and
employees; and shall see that all orders and resolutions of the board of
directors and the chief executive officer are carried into effect.  The
president shall, in the absence or disability of the chief executive officer,
act with all of the powers and be subject to all the restrictions of the chief
executive officer.  The president is authorized to execute bonds, mortgages and
other contracts requiring a seal, under the seal of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the board of directors to some other officer or agent of the Corporation.  The
president shall have such other powers and perform such other duties as may be
prescribed by the chairman of the board, the chief executive officer or the
board of directors or as may be provided in these by-laws.

         Section 9.  Chief Operating Officer.  The chief operating officer of
the Corporation, subject to the powers of the board of directors, the chairman
of the board and the chief executive officer, shall have general and active
management of the business of the Corporation; and shall see that all orders
and resolutions of the board of directors are carried into effect. The chief
operating officer shall have such other powers and perform such other duties as
may be prescribed by the chairman of the board, the chief executive officer or
the board of directors or as may be provided in these by-laws.

         Section 10.  Chief Financial Officer. The chief financial officer of
the Corporation shall, under the direction of the chairman of the board, the
chief executive officer and the president, be responsible for all financial and
accounting matters and for the direction of the offices of treasurer and
controller. The chief financial officer shall have such other powers and
perform such other duties as may be prescribed by the chairman of the board,
the chief executive officer or the board of directors or as may be provided in
these by-laws.

         Section 11.  Vice-presidents.  The vice-president, or if there shall
be more than one, the vice-presidents in the order determined by the board of
directors or the chairman of the board, shall, in the absence or disability of
the president, act with all of the powers and be subject to all the
restrictions of the president.  The vice-presidents shall also perform such
other duties and have such other powers as the board of directors, the chairman
of the board, the chief executive officer, the president or these by-laws may,
from time to time, prescribe.  The vice-presidents may also be designated as
executive vice-presidents or senior vice-presidents, as the board of directors
may from time to time prescribe.

         Section 12.  The Secretary and Assistant Secretaries.  The secretary
shall attend all meetings of the board of directors, all meetings of the
committees thereof and all meetings of the stockholders





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and record all the proceedings of the meetings in a book or books to be kept
for that purpose or shall ensure that his or her designee attends each such
meeting to act in such capacity.  Under the chairman of the board's
supervision, the secretary shall give, or cause to be given, all notices
required to be given by these by-laws or by law; shall have such powers and
perform such duties as the board of directors, the chairman of the board, the
chief executive officer, the president or these by-laws may, from time to time,
prescribe; and shall have custody of the corporate seal of the Corporation.
The secretary, or an assistant secretary, shall have authority to affix the
corporate seal to any instrument requiring it and when so affixed, it may be
attested by his or her signature or by the signature of such assistant
secretary.  The board of directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
or her signature.  The assistant secretary, or if there be more than one, any
of the assistant secretaries in the order determined by the board of directors,
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors, the chairman of the board,
the chief executive officer, the president, or secretary may, from time to
time, prescribe.

         Section 13.  The Treasurer and Assistant Treasurer.  The treasurer
shall have the custody of the corporate funds and securities; shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation;  shall deposit all monies and other valuable effects in the name
and to the credit of the Corporation as may be ordered by the chairman of the
board, the chief executive officer, the chief financial officer or the board of
directors; shall cause the funds of the Corporation to be disbursed when such
disbursements have been duly authorized, taking proper vouchers for such
disbursements; and shall render to the chairman of the board, the chief
financial officer and the board of directors, at its regular meeting or when
the board of directors so requires, an account of the Corporation; shall have
such powers and perform such duties as the board of directors, the chairman of
the board, the chief executive officer, the president, the chief financial
officer or these by-laws may, from time to time, prescribe.  If required by the
board of directors, the treasurer shall give the Corporation a bond (which
shall be rendered every six years) in such sums and with such surety or
sureties as shall be satisfactory to the board of directors for the faithful
performance of the duties of the office of treasurer and for the restoration to
the Corporation, in case of death, resignation, retirement, or removal from
office, of all books, papers, vouchers, money, and other property of whatever
kind in the possession or under the control of the treasurer belonging to the
Corporation.  The assistant treasurer, or if there are more than one, the
assistant treasurers in the order determined by the board of directors shall,
in the absence or disability of the treasurer, perform the duties and exercise
the powers of the treasurer.  The assistant treasurers shall perform such other
duties and have such other powers as the board of directors, the chairman of
the board, the chief executive officer, the president, the chief financial
officer, treasurer or these by-laws may, from time to time, prescribe.

         Section 14.  Other Officers, Assistant Officers and Agents.  Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these by-laws, shall have such authority and perform such
duties as may from time to time be prescribed by resolution of the board of
directors.





                                       10
<PAGE>   11

         Section 15.  Absence or Disability of Officers.  In the case of the
absence or disability of any officer of the Corporation and of any person
hereby authorized to act in such officer's place during such officer's absence
or disability, the board of directors may by resolution delegate the powers and
duties of such officer to any other officer or to any director, or to any other
person selected by it.


                                   ARTICLE V

               INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

         Section 1.  Right to Indemnification.  Each person who was or is made
a party or is threatened to be made a party to or is otherwise involved
(including involvement as a witness) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a director or officer of the
Corporation or, while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter, an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only  to the extent that such amendment
permits the Corporation to provide broader indemnification rights than
permitted prior thereto), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA exercise taxes or penalties and
amounts paid in settlement) reasonably incurred or suffered by such indemnitee
in connection therewith and such indemnification shall continue as to an
indemnitee who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that, except as provided in Section 2 of
Article V with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the board of directors of the Corporation.  The
right to indemnification conferred in this Section 1 of Article V shall be a
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advance of expenses"); provided, however, that, if
and to the extent that the Delaware General Corporation Law requires, an
advance of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of
an undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section 1 of Article V
or otherwise.  The Corporation may, by action of its board of directors,
provide indemnification to employees and agents of the Corporation with the
same scope and effect as the foregoing indemnification of directors and
officers.





                                       11
<PAGE>   12

         Section 2. Procedure for Indemnification.  Any indemnification of a
director or officer of the Corporation or advance of expenses under Section 1
of this Article V shall be made promptly, and in any event within forty-five
(45) days (or, in the case of an advance of expenses, twenty (20) days), upon
the written request of the director or officer.  If a determination by the
Corporation that the director or officer is entitled to indemnification
pursuant to this Article V is required, and the Corporation fails to respond
within sixty (60) days to a written request for indemnity, the Corporation
shall be deemed to have approved the request.  If the Corporation denies a
written request for indemnification or advance of expenses, in whole or in
part, or if payment in full pursuant to such request is not made within
forty-five (45) days (or, in the case of an advance of expenses, twenty (20)
days), the right to indemnification or advances as granted by this Article V
shall be enforceable by the director or officer in any court of competent
jurisdiction.  Such person's costs and expenses incurred in connection with
successfully establishing his or her right to indemnification, in whole or in
part, in any such action shall also be indemnified by the Corporation.  It
shall be a defense to any such action (other than an action brought to enforce
a claim for the advance of expenses where the undertaking required pursuant to
Section 1 of this Article V, if any, has been tendered to the Corporation) that
the claimant has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of such defense shall be on the
Corporation.  Neither the failure of the Corporation (including its board of
directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its board of
directors, independent legal counsel, or its stockholders) that the claimant
has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct.  The procedure for indemnification of other employees and
agents for whom indemnification is provided pursuant to Section 1 of this
Article V shall be the same procedure set forth in this Section 2 for directors
or officers, unless otherwise set forth in the action of the board of directors
providing indemnification for such employee or agent.

         Section 3.  Service for Subsidiaries.  Any person serving as a
director, officer, employee or agent of a Subsidiary shall be conclusively
presumed to be serving in such capacity at the request of the Corporation.

         Section 4.  Reliance.  Persons who after the date of the adoption of
this provision become or remain directors or officers of the Corporation or
who, while a director or officer of the Corporation, become or remain a
director, officer, employee or agent of a Subsidiary, shall be conclusively
presumed to have relied on the rights to indemnity, advance of expenses and
other rights contained in this Article V in entering into or continuing such
service.  The rights to indemnification and to the advance of expenses
conferred in this Article V shall apply to claims made against an indemnitee
arising out of acts or omissions which occurred or occur both prior and
subsequent to the adoption hereof.

         Section 5.  Non-Exclusivity of Rights.  The rights to indemnification
and to the advance of expenses conferred in this Article V shall not be
exclusive of any other right which any person may





                                       12
<PAGE>   13

have or hereafter acquire under this Certificate of Incorporation or under any
statute, by-law, agreement, vote of stockholders or disinterested directors or
otherwise.

         Section 6.  Insurance.  The Corporation may purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
director, officer, employee or agent of the Corporation 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
expense, liability or loss asserted against him or her and incurred by him or
her in any such capacity, whether or not the Corporation would have the power
to indemnify such person against such expenses, liability or loss under the
Delaware General Corporation Law.


                                   ARTICLE VI

                             CERTIFICATES OF STOCK

         Section 1.  Form.  Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation by
the chairman of the board, the president or a vice-president and the secretary
or an assistant secretary of the Corporation, certifying the number of shares
owned by such holder in the Corporation.  If such a certificate is
countersigned (1) by a transfer agent or an assistant transfer agent other than
the Corporation or its employee or (2) by a registrar, other than the
Corporation or its employee, the signature of any such chairman of the board,
president, vice-president, secretary, or assistant secretary may be facsimiles.
In case any officer or officers who have signed, or whose facsimile signature
or signatures have been used on, any such certificate or certificates shall
cease to be such officer or officers of the Corporation whether because of
death, resignation or otherwise before such certificate or certificates have
been delivered by the Corporation, such certificate or certificates may
nevertheless be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or signatures
have been used thereon had not ceased to be such officer or officers of the
Corporation.  All certificates for shares shall be consecutively numbered or
otherwise identified.  The name of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the books of the Corporation.  Shares of stock of the Corporation
shall only be transferred on the books of the Corporation by the holder of
record thereof or by such holder's attorney duly authorized in writing, upon
surrender to the Corporation of the certificate or certificates for such shares
endorsed by the appropriate person or persons, with such evidence of the
authenticity of such endorsement, transfer, authorization, and other matters as
the Corporation may reasonably require, and accompanied by all necessary stock
transfer stamps.  In that event, it shall be the duty of the Corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate or certificates, and record the transaction on its books.  The
board of directors may appoint a bank or trust company organized under the laws
of the United States or any state thereof to act as its transfer agent or
registrar, or both in connection with the transfer of any class or series of
securities of the Corporation.

         Section 2.  Lost Certificates.  The board of directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates previously issued by the Corporation





                                       13
<PAGE>   14

alleged to have been lost, stolen, or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed.  When authorizing such issue of a new certificate
or certificates, the Corporation may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate or certificates, or his or her legal representative, to
give the Corporation a bond sufficient to indemnify the Corporation against any
claim that may be made against the Corporation on account of the loss, theft or
destruction of any such certificate or the issuance of such new certificate.

         Section 3.  Fixing a Record Date for Stockholder Meetings.  In order
that the Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, the board of
directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors, and which record date shall not be more than sixty (60)  nor less
than ten (10) days before the date of such meeting.  If no record date is fixed
by the board of directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be the
close of business on the next day preceding the day on which notice is first
given.  A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.

         Section 4.  Fixing a Record Date for Other Purposes.  In order that
the Corporation may determine the stockholders entitled to receive payment of
any dividend or other distribution or allotment or any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purposes of any other lawful
action, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty (60) days prior to
such action.  If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the board of directors adopts the resolution relating thereto.

         Section 5.  Registered Stockholders.  Prior to the surrender to the
Corporation of the certificate or certificates for a share or shares of stock
with a request to record the transfer of such share or shares, the Corporation
may treat the registered owner as the person entitled to receive dividends, to
vote, to receive notifications, and otherwise to exercise all the rights and
powers of an owner.  The Corporation 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.

         Section 6.  Subscriptions for Stock.  Unless otherwise provided for in
the subscription agreement, subscriptions for shares shall be paid in full at
such time, or in such installments and at such times, as shall be determined by
the board of directors.  Any call made by the board of directors for payment on
subscriptions shall be uniform as to all shares of the same class or as to all
shares of the same series.  In case of default in the payment of any
installment or call when such payment is due, the Corporation may proceed to
collect the amount due in the same manner as any debt due the Corporation.





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<PAGE>   15



                                  ARTICLE VII

                               GENERAL PROVISIONS

         Section 1.  Dividends.  Dividends upon the capital stock of the
Corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, in accordance with applicable law.  Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the
certificate of incorporation.  Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
any other purpose and the directors may modify or abolish any such reserve in
the manner in which it was created.

         Section 2.  Checks, Drafts or Orders.  All checks, drafts, or other
orders for the payment of money by or to the Corporation and all notes and
other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the Corporation, and in
such manner, as shall be determined by resolution of the board of directors or
a duly authorized committee thereof.

         Section 3.  Contracts.  In addition to the powers otherwise granted to
officers pursuant to Article IV hereof, the board of directors may authorize
any officer or officers, or any agent or agents, of the Corporation to enter
into any contract or to execute and deliver any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances.

         Section 4.  Loans.  The Corporation may lend money to, or guarantee
any obligation of, or otherwise assist any officer or other employee of the
Corporation or of its subsidiaries, including any officer or employee who is a
director of the Corporation or its subsidiaries, whenever, in the judgment of
the directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation.  The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the board
of directors shall approve, including, without limitation, a pledge of shares
of stock of the Corporation.  Nothing in this section contained shall be deemed
to deny, limit or restrict the powers of guaranty or warranty of the
Corporation at common law or under any statute.

         Section 5.  Fiscal Year.  The fiscal year of the Corporation shall be
fixed by resolution of the board of directors.

         Section 6.  Corporate Seal.  The board of directors shall provide a
corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the Corporation and the words "Corporate Seal, Delaware."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.





                                       15
<PAGE>   16

         Section 7.  Voting Securities Owned By Corporation.  Voting securities
in any other corporation held by the Corporation shall be voted by the chairman
of the board, the chief executive officer, the president or a vice-president,
unless the board of directors specifically confers authority to vote with
respect thereto, which authority may be general or confined to specific
instances, upon some other person or officer.  Any person authorized to vote
securities shall have the power to appoint proxies, with general power of
substitution.

         Section 8.  Inspection of Books and Records.  Any stockholder of
record, in person or by attorney or other agent, shall, upon written demand
under oath stating the purpose thereof, have the right during the usual hours
for business to inspect for any proper purpose the Corporation's stock ledger,
a list of its stockholders, and its other books and records, and to make copies
or extracts therefrom.  A proper purpose shall mean any purpose reasonably
related to such person's interest as a stockholder.  In every instance where an
attorney or other agent shall be the person who seeks the right to inspection,
the demand under oath shall be accompanied by a power of attorney or such other
writing which authorizes the attorney or other agent to so act on behalf of the
stockholder.  The demand under oath shall be directed to the Corporation at its
registered office in the State of Delaware or at its principal place of
business.  The Corporation shall have a reasonable amount of time to respond to
any such request.

         Section 9.  Section Headings.  Section headings in these by-laws are
for convenience of reference only and shall not be given any substantive effect
in limiting or otherwise construing any provision herein.

         Section 10.  Inconsistent Provisions.  In the event that any provision
of these by-laws is or becomes inconsistent with any provision of the
certificate of incorporation, the General Corporation Law of the State of
Delaware or any other applicable law, the provision of these by-laws shall not
be given any effect to the extent of such inconsistency but shall otherwise be
given full force and effect.


                                  ARTICLE VIII

                                   AMENDMENTS

         These by-laws may be amended, altered, or repealed and new by-laws
adopted at any meeting of the board of directors by the affirmative vote of the
majority of the total number of directors then in office.  The fact that the
power to adopt, amend, alter, or repeal the by-laws has been conferred upon the
board of directors shall not divest the stockholders of such powers as set
forth in the certificate of incorporation; provided, that Sections 2 and 11 of
Article II, Sections 2, 3, 4 and 5 of Article III and Article V of these
By-laws of the Corporation shall not be altered, amended or





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<PAGE>   17

repealed by, and no provision inconsistent therewith shall be adopted by, the
stockholders without the affirmative vote of the holders of at least 80% of the
Common Stock, voting together as a single class.


January 27, 1997





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