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                                        BYLAWS 
                                          OF
                             TURBODYNE TECHNOLOGIES INC.

                               (A DELAWARE CORPORATION)

                                      ARTICLE I

                                       OFFICES

     SECTION 1.  REGISTERED OFFICE. The registered office of the corporation 
in the State of Delaware shall be in the City of Dover, County of Kent.

     SECTION 2.  OTHER OFFICES.  The corporation shall also have and maintain 
an office or principal place of business at such place as may be fixed by the 
Board of Directors, and 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

                                    CORPORATE SEAL

     SECTION 3.  CORPORATE SEAL.  The corporate seal shall consist of a die 
bearing the name of the corporation and the inscription, "Corporate 
Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to 
be impressed or affixed or reproduced or otherwise.

                                     ARTICLE III

                                STOCKHOLDERS' MEETINGS

     SECTION 4.  PLACE OF MEETINGS.  Meetings of the stockholders of the 
corporation shall be held at such place, either within or without the State 
of Delaware, as may be designated from time to time by the Board of 
Directors, or, if not so designated, then at the office of the corporation 
required to be maintained pursuant to Section 2 hereof.

     SECTION 5.  ANNUAL MEETING.

     (a)  The annual meeting of the stockholders of the corporation, for the 
purpose of election of directors and for such other business as may lawfully 
come before it, shall be held on such date and at such time as may be 
designated from time to time by the Board of Directors.

     (b)  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) otherwise properly brought before 
the 

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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 
later than the close of business on the sixtieth (60th) day nor earlier than 
the close of business on the ninetieth (90th) day prior to the first 
anniversary of the preceding year's annual meeting; provided, however, that 
in the event that no annual meeting was held in the previous year or the date 
of the annual meeting has been changed by more than thirty (30) days from the 
date contemplated at the time of the previous year's proxy statement, notice 
by the stockholder to be timely must be so received not earlier than the 
close of business on the ninetieth (90th) day prior to such annual meeting 
and not later than the close of business on the later of the sixtieth (60th) 
day prior to such annual meeting or, in the event public announcement of the 
date of such annual meeting is first made by the corporation fewer than 
seventy (70) days prior to the date of such annual meeting, the close of 
business on the tenth (10th) day following the day on which public 
announcement of the date of such meeting is first made by the corporation.  A 
stockholder's notice to the Secretary shall set forth as to each matter the 
stockholder proposes to bring before the annual meeting: (i) a brief 
description of the business desired to be brought before the annual meeting 
and the reasons for conducting such business at the annual meeting, (ii) the 
name and address, as they appear on the corporation's books, of the 
stockholder proposing such business, (iii) the class and number of shares of 
the corporation which are beneficially owned by the stockholder, (iv) any 
material interest of the stockholder in such business and (v) any other 
information that is required to be provided by the stockholder pursuant to 
Regulation 14A under the Securities Exchange Act of 1934, as amended (the 
"1934 Act"), in his capacity as a proponent to a stockholder proposal.  
Notwithstanding the foregoing, in order to include information with respect 
to a stockholder proposal in the proxy statement and form of proxy for a 
stockholder's meeting, stockholders must provide notice as required by the 
regulations promulgated under the 1934 Act. Notwithstanding anything in these 
Bylaws to the contrary, no business shall be conducted at any annual meeting 
except in accordance with the procedures set forth in this paragraph (b).  
The chairman of the annual meeting shall, if the facts warrant, determine and 
declare at the meeting that business was not properly brought before the 
meeting and in accordance with the provisions of this paragraph (b), and, if 
he should so determine, he shall so declare at the meeting that any such 
business not properly brought before the meeting shall not be transacted.

     (c)  Only persons who are confirmed in accordance with the procedures 
set forth in this paragraph (c) shall be eligible for election as directors. 
Nominations of persons for election to the Board of Directors of the 
corporation may be made at a meeting of stockholders by or at the direction 
of the Board of Directors or by any stockholder of the corporation entitled 
to vote in the election of directors at the meeting who complies with the 
notice procedures set forth in this paragraph (c).  Such nominations, other 
than those made by or at the direction of the Board of Directors, shall be 
made pursuant to timely notice in writing to the Secretary of the corporation 
in accordance with the provisions of paragraph (b) of this Section 5.  Such 
stockholder's notice shall set forth (i) as to each person, if any, whom the 
stockholder proposes to nominate for election or re-election as a director: 
(A) the name, age, business address and residence address of such person, (B) 
the principal occupation or employment of such person, (c) the class and 
number 

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of shares of the corporation which are beneficially owned by such person, (D) 
a description of all arrangements or understandings between the stockholder 
and each nominee and any other person or persons (naming such person or 
persons) pursuant to which the nominations are to be made by the stockholder, 
and (E) any other 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 1934 
Act (including without limitation such person's written consent to being 
named in the proxy statement, if any, as a nominee and to serving as a 
director if elected); and (ii) as to such stockholder giving notice, the 
information required to be provided pursuant to paragraph (b) of this Section 
5. At the request of the Board of Directors, any person nominated by a 
stockholder for election as a director shall furnish to the Secretary of the 
corporation that information required to be set forth in the stockholder's 
notice of nomination which pertains to the nominee.  No person shall be 
eligible for election as a director of the corporation unless nominated in 
accordance with the procedures set forth in this paragraph (c).  The chairman 
of the meeting shall, if the facts warrant, determine and declare at the 
meeting that a nomination was not made in accordance with the procedures 
prescribed by these Bylaws, and if he should so determine, he shall so 
declare at the meeting, and the defective nomination shall be disregarded.

     (d)  For purposes of this Section 5, "public announcement" shall mean 
disclosure in a press release reported by the Dow Jones News Service, 
Associated Press or comparable national news service or in a document 
publicly filed by the corporation with the Securities and Exchange Commission 
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     SECTION 6.  SPECIAL MEETINGS.

     (a)  Special meetings of the stockholders of the corporation may be 
called, for any purpose or purposes, by (i) the Chairman of the Board of 
Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors 
pursuant to a resolution adopted by a majority of the total number of 
authorized directors (whether or not there exist any vacancies in previously 
authorized directorships at the time any such resolution is presented to the 
Board of Directors for adoption), and shall be held at such place, on such 
date, and at such time as the Board of Directors, shall determine.

     (b)  If a special meeting is called by any person or persons other than 
the Board of Directors, the request shall be in writing, specifying the 
general nature of the business proposed to be transacted, and shall be 
delivered personally or sent by registered mail or by telegraphic or other 
facsimile transmission to the Chairman of the Board of Directors, the Chief 
Executive Officer, or the Secretary of the corporation.  No business may be 
transacted at such special meeting otherwise than specified in such notice.  
The Board of Directors shall determine the time and place of such special 
meeting, which shall be held not less than thirty-five (35) nor more than one 
hundred twenty (120) days after the date of the receipt of the request.  Upon 
determination of the time and place of the meeting, the officer receiving the 
request shall cause notice to be given to the stockholders entitled to vote, 
in accordance with the provisions of Section 7 of these Bylaws.  If the 
notice is not given within sixty (60) days after the receipt of the request, 
the person or persons requesting the meeting may set the time and place of 
the meeting and give the notice.  

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Nothing contained in this paragraph (b) shall be construed as limiting, 
fixing, or affecting the time when a meeting of stockholders called by action 
of the Board of Directors may be held.

     SECTION 7.  NOTICE OF MEETINGS.  Except as otherwise provided by law or 
the Certificate of Incorporation, written notice of each meeting of 
stockholders shall be given not less than ten (10) nor more than sixty (60) 
days before the date of the meeting to each stockholder entitled to vote at 
such meeting, such notice to specify the place, date and hour and purpose or 
purposes of the meeting.  Notice of the time, place and purpose of any 
meeting of stockholders may be waived in writing, signed by the person 
entitled to notice thereof, either before or after such meeting, and will be 
waived by any stockholder by his attendance thereat in person or by proxy, 
except when the stockholder 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.  Any 
stockholder so waiving notice of such meeting shall be bound by the 
proceedings of any such meeting in all respects as if due notice thereof had 
been given.

     SECTION 8.  QUORUM.  At all meetings of stockholders, except where 
otherwise provided by statute or by the Certificate of Incorporation, or by 
these Bylaws, the presence, in person or by proxy duly authorized, of the 
holders of not less than one-third of the outstanding shares of stock 
entitled to vote shall constitute a quorum for the transaction of business.  
In the absence of a quorum, any meeting of stockholders may be adjourned, 
from time to time, either by the chairman of the meeting or by vote of the 
holders of a majority of the shares represented thereat, but no other 
business shall be transacted at such meeting.  The stockholders present at a 
duly called or convened meeting, at which a quorum is present, may continue 
to transact business until adjournment, notwithstanding the withdrawal of 
enough stockholders to leave less than a quorum.  Except as otherwise 
provided by law, the Certificate of Incorporation or these Bylaws, all action 
taken by the holders of a majority of the votes cast, excluding abstentions, 
at any meeting at which a quorum is present shall be valid and binding upon 
the corporation; provided, however, that 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 on the election of directors.  
Where a separate vote by a class or classes or series is required, except 
where otherwise provided by the statute or by the Certificate of 
Incorporation or these Bylaws, a majority of the outstanding shares of such 
class or classes or series, present in person or represented by proxy, shall 
constitute a quorum entitled to take action with respect to that vote on that 
matter and, except where otherwise provided by the statute or by the 
Certificate of Incorporation or these Bylaws, the affirmative vote of the 
majority (plurality, in the case of the election of directors) of the votes 
cast, including abstentions, by the holders of shares of such class or 
classes or series shall be the act of such class or classes or series.

     SECTION 9.  ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS.  Any meeting 
of stockholders, whether annual or special, may be adjourned from time to 
time either by the chairman of the meeting or by the vote of a majority of 
the shares casting votes, excluding abstentions.  When a meeting is adjourned 
to another time or 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 (30) days or if after the adjournment 
a new record date is fixed for the adjourned meeting, a notice of 

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

     SECTION 10.  VOTING RIGHTS.  For the purpose of determining those 
stockholders entitled to vote at any meeting of the stockholders, except as 
otherwise provided by law, only persons in whose names shares stand on the 
stock records of the corporation on the record date, as provided in Section 
12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. 
 Every person entitled to vote shall have the right to do so either in person 
or by an agent or agents authorized by a proxy granted in accordance with 
Delaware law. An agent so appointed need not be a stockholder.  No proxy 
shall be voted after three (3) years from its date of creation unless the 
proxy provides for a longer period.

     SECTION 11.  JOINT OWNERS OF STOCK.  If shares or other securities 
having voting power stand of record in the names of two (2) or more persons, 
whether fiduciaries, members of a partnership, joint tenants, tenants in 
common, tenants by the entirety, or otherwise, or if two (2) or more persons 
have the same fiduciary relationship respecting the same shares, unless the 
Secretary is given written notice to the contrary and is furnished with a 
copy of the instrument or order appointing them or creating the relationship 
wherein it is so provided, their acts with respect to voting shall have the 
following effect: (a) if only one (1) votes, his act binds all; (b) if more 
than one (1) votes, the act of the majority so voting binds all; (c) if more 
than one (1) votes, but the vote is evenly split on any particular matter, 
each faction may vote the securities in question proportionally, or may apply 
to the Delaware Court of Chancery for relief as provided in the General 
Corporation Law of Delaware, Section 217(b).  If the instrument filed with 
the Secretary shows that any such tenancy is held in unequal interests, a 
majority or even-split for the purpose of subsection (c) shall be a majority 
or even-split in interest.

     SECTION 12.  LIST OF STOCKHOLDERS.  The Secretary shall prepare and 
make, at least ten (10) days before every meeting of stockholders, a complete 
list of the stockholders entitled to vote at said 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 ten (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 specified, at the place where the meeting is to be held.  
The list shall be produced and kept at the time and place of meeting during 
the whole time thereof and may be inspected by any stockholder who is present.

     SECTION 13.  ACTION WITHOUT MEETING.  No action shall be taken by the 
stockholders except at an annual or special meeting of stockholders called in 
accordance with these Bylaws, and no action shall be taken by the 
stockholders by written consent.

     SECTION 14.  ORGANIZATION.

     (a)  At every meeting of stockholders, the Chairman of the Board of 
Directors, or, if a Chairman has not been appointed or is absent, the 
President, or, if the President is absent, a 

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chairman of the meeting chosen by a majority in interest of the stockholders 
entitled to vote, present in person or by proxy, shall act as chairman.  The 
Secretary, or, in his absence, an Assistant Secretary directed to do so by 
the President, shall act as secretary of the meeting.

     (b)  The Board of Directors of the corporation shall be entitled to make 
such rules or regulations for the conduct of meetings of stockholders as it 
shall deem necessary, appropriate or convenient.  Subject to such rules and 
regulations of the Board of Directors, if any, the chairman of the meeting 
shall have the right and authority to prescribe such rules, regulations and 
procedures and to do all such acts as, in the judgment of such chairman, are 
necessary, appropriate or convenient for the proper conduct of the meeting, 
including, without limitation, establishing an agenda or order of business 
for the meeting, rules and procedures for maintaining order at the meeting 
and the safety of those present, limitations on participation in such meeting 
to stockholders of record of the corporation and their duly authorized and 
constituted proxies and such other persons as the chairman shall permit, 
restrictions on entry to the meeting after the time fixed for the 
commencement thereof, limitations on the time allotted to questions or 
comments by participants and regulation of the opening and closing of the 
polls for balloting on matters which are to be voted on by ballot.  Unless 
and to the extent determined by the Board of Directors or the chairman of the 
meeting, meetings of stockholders shall not be required to be held in 
accordance with rules of parliamentary procedure.

                                      ARTICLE IV

                                      DIRECTORS

     SECTION 15.  NUMBER AND QUALIFICATION.  The authorized number of 
directors of the corporation shall be not less than two (2) nor more than 
twelve (12) as fixed from time to time by resolution of the Board of 
Directors; PROVIDED that no decrease in the number of directors shall shorten 
the term of any incumbent directors.  Directors need not be stockholders 
unless so required by the Certificate of Incorporation.  If for any cause, 
the directors shall not have been elected at an annual meeting, they may be 
elected as soon thereafter as convenient at a special meeting of the 
stockholders called for that purpose in the manner provided in these Bylaws.

     SECTION 16.  POWERS.  The powers of the corporation shall be exercised, 
its business conducted and its property controlled by the Board of Directors, 
except as may be otherwise provided by statute or by the Certificate of 
Incorporation.

     SECTION 17.  ELECTION AND TERM OF OFFICE OF DIRECTORS.  Members of the 
Board of Directors shall hold office for the terms specified in the 
Certificate of Incorporation, as it may be amended from time to time, and 
until their successors have been elected as provided in the Certificate of 
Incorporation.

     SECTION 18.  VACANCIES.  Unless otherwise provided in the Certificate of 
Incorporation, any vacancies on the Board of Directors resulting from death, 
resignation, disqualification, removal or other causes and any newly created 
directorships resulting from any increase in the number of directors, shall 
unless the Board of Directors determines by resolution that any such 

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vacancies or newly created directorships shall be filled by stockholder vote, 
be filled only by the affirmative vote of a majority of the directors then in 
office, even though less than a quorum of the Board of Directors.  Any 
director elected in accordance with the preceding sentence shall hold office 
for the remainder of the full term of the director for which the vacancy was 
created or occurred and until such director's successor shall have been 
elected and qualified.  A vacancy in the Board of Directors shall be deemed 
to exist under this Bylaw in the case of the death, removal or resignation of 
any director.

     SECTION 19.  RESIGNATION.  Any director may resign at any time by 
delivering his written resignation to the Secretary, such resignation to 
specify whether it will be effective at a particular time, upon receipt by 
the Secretary or at the pleasure of the Board of Directors.  If no such 
specification is made, it shall be deemed effective at the pleasure of the 
Board of Directors.  When one or more directors shall resign from the Board 
of Directors, effective at a future date, a majority of the directors then in 
office, including those who have so resigned, shall have power to fill such 
vacancy or vacancies, the vote thereon to take effect when such resignation 
or resignations shall become effective, and each director so chosen shall 
hold office for the unexpired portion of the term of the director whose place 
shall be vacated and until his successor shall have been duly elected and 
qualified.

     SECTION 20.  REMOVAL. Subject to any limitations imposed by law and the 
provisions of the Certificate of Incorporation, the Board of Directors or any 
individual director may be removed from office at any time with cause by the 
affirmative vote of the holders of a majority of the then-outstanding shares 
of voting stock of the corporation entitled to vote at an election of 
directors ("Voting Stock").

     SECTION 21.  MEETINGS.

     (a)  ANNUAL MEETINGS.  The annual meeting of the Board of Directors 
shall be held immediately before or after the annual meeting of stockholders 
and at the place where such meeting is held.  No notice of an annual meeting 
of the Board of Directors shall be necessary and such meeting shall be held 
for the purpose of electing officers and transacting such other business as 
may lawfully come before it.

     (b)  REGULAR MEETINGS.  Except as hereinafter otherwise provided, 
regular meetings of the Board of Directors shall be held in the office of the 
corporation required to be maintained pursuant to Section 2 hereof.  Unless 
otherwise restricted by the Certificate of Incorporation, regular meetings of 
the Board of Directors may also be held at any place within or without the 
state of Delaware which has been designated by resolution of the Board of 
Directors or the written consent of all directors.

     (c)  SPECIAL MEETINGS.  Unless otherwise restricted by the Certificate 
of Incorporation, special meetings of the Board of Directors may be held at 
any time and place within or without the State of Delaware whenever called by 
the Chairman of the Board, the President or any two of the directors.

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     (d)  TELEPHONE MEETINGS.  Any member of the Board of Directors, or of 
any committee thereof, may participate in a meeting by means of conference 
telephone or similar communications equipment by means of which all persons 
participating in the meeting can hear each other, and participation in a 
meeting by such means shall constitute presence in person at such meeting.

     (e)  NOTICE OF MEETINGS.  Notice of the time and place of all special 
meetings of the Board of Directors shall be orally or in writing, by 
telephone, facsimile, telegraph or telex, during normal business hours, at 
least twenty-four (24) hours before the date and time of the meeting, or sent 
in writing to each director by first class mail, charges prepaid, at least 
three (3) days before the date of the meeting.  Notice of any meeting may be 
waived in writing at any time before or after the meeting and will be waived 
by any director by attendance thereat, except when the director attends the 
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.

     (f)  WAIVER OF NOTICE.  The transaction of all business at any meeting 
of the Board of Directors, or any committee thereof, however called or 
noticed, or wherever held, shall be as valid as though had at a meeting duly 
held after regular call and notice, if a quorum be present and if, either 
before or after the meeting, each of the directors not present shall sign a 
written waiver of notice.  All such waivers shall be filed with the corporate 
records or made a part of the minutes of the meeting.

     SECTION 22.  QUORUM AND VOTING.

     (a)  Unless the Certificate of Incorporation requires a greater number 
and except with respect to indemnification questions arising under Section 43 
hereof, for which a quorum shall be one-third of the exact number of 
directors fixed from time to time in accordance with the Certificate of 
Incorporation, a quorum of the Board of Directors shall consist of a majority 
of the exact number of directors fixed from time to time by the Board of 
Directors in accordance with the Certificate of Incorporation provided, 
however, at any meeting whether a quorum be present or otherwise, a majority 
of the directors present may adjourn from time to time until the time fixed 
for the next regular meeting of the Board of Directors, without notice other 
than by announcement at the meeting.

     (b)  At each meeting of the Board of Directors at which a quorum is 
present, all questions and business shall be determined by the affirmative 
vote of a majority of the directors present, unless a different vote be 
required by law, the Certificate of Incorporation or these Bylaws.

     SECTION 23.  ACTION WITHOUT MEETING.  Unless otherwise restricted by the 
Certificate of Incorporation or these Bylaws, any action required or 
permitted to be taken at any meeting of the Board of Directors or of any 
committee thereof may be taken without a meeting, if all members of the Board 
of Directors or committee, as the case may be, consent thereto in writing, 
and such writing or writings are filed with the minutes of proceedings of the 
Board of Directors or committee.

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     SECTION 24.  FEES AND COMPENSATION.  Directors shall be entitled to such 
compensation for their services as may be approved by the Board of Directors, 
including, if so approved, by resolution of the Board of Directors, a fixed 
sum and expenses of attendance, if any, for attendance at each regular or 
special meeting of the Board of Directors and at any meeting of a committee 
of the Board of Directors.  Nothing herein contained shall be construed to 
preclude any director from serving the corporation in any other capacity as 
an officer, agent, employee, or otherwise and receiving compensation therefor.

     SECTION 25.  COMMITTEES.

     (a)  EXECUTIVE COMMITTEE.  The Board of Directors may by resolution 
passed by a majority of the whole Board of Directors appoint an Executive 
Committee to consist of one (1) or more members of the Board of Directors.  
The Executive Committee, to the extent permitted by law and 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, including without limitation the 
power or authority to declare a dividend, to authorize the issuance of stock 
and to adopt a certificate of ownership and merger, 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 amending 
the Certificate of Incorporation (except that a committee may, to the extent 
authorized in the resolution or resolutions providing for the issuance of 
shares of stock adopted by the Board of Directors fix the designations and 
any of the preferences or rights of such shares relating to dividends, 
redemption, dissolution, any distribution of assets of the corporation or the 
conversion into, or the exchange of such shares for, shares of any other 
class or classes or any other series of the same or any other class or 
classes of stock of the corporation or fix the number of shares of any series 
of stock or authorize the increase or decrease of the shares of any series), 
adopting an agreement of merger or consolidation, recommending to the 
stockholders the sale, lease or exchange of all or substantially all of the 
corporation's property and assets, recommending to the stockholders a 
dissolution of the corporation or a revocation of a dissolution, or amending 
the bylaws of the corporation.

     (b)  OTHER COMMITTEES.  The Board of Directors may, by resolution passed 
by a majority of the whole Board of Directors, from time to time appoint such 
other committees as may be permitted by law.  Such other committees appointed 
by the Board of Directors shall consist of one (1) or more members of the 
Board of Directors and shall have such powers and perform such duties as may 
be prescribed by the resolution or resolutions creating such committees, but 
in no event shall such committee have the powers denied to the Executive 
Committee in these Bylaws.

     (c)  TERM.  Each member of a committee of the Board of Directors shall 
serve a term on the committee coexistent with such member's term on the Board 
of Directors.  The Board of Directors, subject to the provisions of 
subsections (a) or (b) of this Bylaw may at any time increase or decrease the 
number of members of a committee or terminate the existence of a committee.  
The membership of a committee member shall terminate on the date of his death 
or voluntary resignation from the committee or from the Board of Directors.  
The Board of Directors may at any time for any reason remove any individual 
committee member and the Board of 

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Directors may fill any committee vacancy created by death, resignation, 
removal or increase in the number of members of the committee.  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, and, in addition, in the absence or disqualification of any 
member of a committee, the member or members thereof present at any meeting 
and not disqualified from voting, whether or not he or they constitute a 
quorum, may unanimously appoint another member of the Board of Directors to 
act at the meeting in the place of any such absent or disqualified member.

     (d)  MEETINGS.  Unless the Board of Directors shall otherwise provide, 
regular meetings of the Executive Committee or any other committee appointed 
pursuant to this Section 25 shall be held at such times and places as are 
determined by the Board of Directors, or by any such committee, and when 
notice thereof has been given to each member of such committee, no further 
notice of such regular meetings need be given thereafter.  Special meetings 
of any such committee may be held at any place which has been determined from 
time to time by such committee, and may be called by any director who is a 
member of such committee, upon written notice to the members of such 
committee of the time and place of such special meeting given in the manner 
provided for the giving of written notice to members of the Board of 
Directors of the time and place of special meetings of the Board of 
Directors.  Notice of any special meeting of any committee may be waived in 
writing at any time before or after the meeting and will be waived by any 
director by attendance thereat, except when the director attends such special 
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.  A majority of the authorized number of members 
of any such committee shall constitute a quorum for the transaction of 
business, and the act of a majority of those present at any meeting at which 
a quorum is present shall be the act of such committee.

     SECTION 26.  ORGANIZATION.  At every meeting of the directors, the 
Chairman of the Board of Directors, or, if a Chairman has not been appointed 
or is absent, the President, or if the President is absent, the most senior 
Vice President, or, in the absence of any such officer, a chairman of the 
meeting chosen by a majority of the directors present, shall preside over the 
meeting. The Secretary, or in his absence, an Assistant Secretary directed to 
do so by the President, shall act as secretary of the meeting.

                                      ARTICLE V

                                       OFFICERS

     SECTION 27.  OFFICERS DESIGNATED.  The officers of the corporation shall 
include, if and when designated by the Board of Directors, the Chairman of 
the Board of Directors, the Chief Executive Officer, the President, one or 
more Vice Presidents, the Secretary, the Chief Financial Officer, the 
Treasurer, the Controller, all of whom shall be elected at the annual 
organizational meeting of the Board of Direction.  The Board of Directors may 
also appoint one or more Assistant Secretaries, Assistant Treasurers, 
Assistant Controllers and such other officers and agents with such powers and 
duties as it shall deem necessary.  The Board of Directors may assign 

                                       10
<PAGE>

such additional titles to one or more of the officers as it shall deem 
appropriate.  Any one person may hold any number of offices of the 
corporation at any one time unless specifically prohibited therefrom by law.  
The salaries and other compensation of the officers of the corporation shall 
be fixed by or in the manner designated by the Board of Directors.

     SECTION 28.  TENURE AND DUTIES OF OFFICERS.

     (a)  GENERAL.  All officers shall hold office at the pleasure of the 
Board of Directors and until their successors shall have been duly elected 
and qualified, unless sooner removed.  Any officer elected or appointed by 
the Board of Directors may be removed at any time by the Board of Directors.  
If the office of any officer becomes vacant for any reason, the vacancy may 
be filled by the Board of Directors.

     (b)  DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS.  The Chairman of the 
Board of Directors, when present, shall preside at all meetings of the 
stockholders and the Board of Directors.  The Chairman of the Board of 
Directors shall perform other duties commonly incident to his office and 
shall also perform such other duties and have such other powers as the Board 
of Directors shall designate from time to time.  If there is no President, 
then the Chairman of the Board of Directors shall also serve as the Chief 
Executive Officer of the corporation and shall have the powers and duties 
prescribed in paragraph (c) of this Section 28.

     (c)  DUTIES OF PRESIDENT.  The President shall preside at all meetings 
of the stockholders and at all meetings of the Board of Directors, unless the 
Chairman of the Board of Directors has been appointed and is present.  Unless 
some other officer has been elected Chief Executive Officer of the 
corporation, the President shall be the chief executive officer of the 
corporation and shall, subject to the control of the Board of Directors, have 
general supervision, direction and control of the business and officers of 
the corporation.  The President shall perform other duties commonly incident 
to his office and shall also perform such other duties and have such other 
powers as the Board of Directors shall designate from time to time.

     (d)  DUTIES OF VICE PRESIDENTS.  The Vice Presidents may assume and 
perform the duties of the President in the absence or disability of the 
President or whenever the office of President is vacant.  The Vice Presidents 
shall perform other duties commonly incident to their office and shall also 
perform such other duties and have such other powers as the Board of 
Directors or the President shall designate from time to time.

     (e)  DUTIES OF SECRETARY.  The Secretary shall attend all meetings of 
the stockholders and of the Board of Directors and shall record all acts and 
proceedings thereof in the minute book of the corporation.  The Secretary 
shall give notice in conformity with these Bylaws of all meetings of the 
stockholders and of all meetings of the Board of Directors and any committee 
thereof requiring notice.  The Secretary shall perform all other duties given 
him in these Bylaws and other duties commonly incident to his office and 
shall also perform such other duties and have such other powers as the Board 
of Directors shall designate from time to time.  The President may direct any 
Assistant Secretary to assume and perform the duties of the Secretary in the 
absence or disability of the Secretary, and each Assistant Secretary shall 
perform other duties commonly 

                                       11
<PAGE>

incident to his office and shall also perform such other duties and have such 
other powers as the Board of Directors or the President shall designate from 
time to time.

     (f)  DUTIES OF CHIEF FINANCIAL OFFICER.  The Chief Financial Officer 
shall keep or cause to be kept the books of account of the corporation in a 
thorough and proper manner and shall render statements of the financial 
affairs of the corporation in such form and as often as required by the Board 
of Directors or the President.  The Chief Financial Officer, subject to the 
order of the Board of Directors, shall have the custody of all funds and 
securities of the corporation.  The Chief Financial Officer shall perform 
other duties commonly incident to his office and shall also perform such 
other duties and have such other powers as the Board of Directors or the 
President shall designate from time to time.  The President may direct the 
Treasurer or any Assistant Treasurer, or the Controller or any Assistant 
Controller to assume and perform the duties of the Chief Financial Officer in 
the absence or disability of the Chief Financial Officer, and each Treasurer 
and Assistant Treasurer and each Controller and Assistant Controller shall 
perform other duties commonly incident to his office and shall also perform 
such other duties and have such other powers as the Board of Directors or the 
President shall designate from time to time.

     SECTION 29.  DELEGATION OF AUTHORITY.  The Board of Directors may from 
time to time delegate the powers or duties of any officer to any other 
officer or agent, notwithstanding any provision hereof.

     SECTION 30.  RESIGNATIONS.  Any officer may resign at any time by giving 
written notice to the Board of Directors or to the President or to the 
Secretary.  Any such resignation shall be effective when received by the 
person or persons to whom such notice is given, unless a later time is 
specified therein, in which event the resignation shall become effective at 
such later time.  Unless otherwise specified in such notice, the acceptance 
of any such resignation shall not be necessary to make it effective.  Any 
resignation shall be without prejudice to the rights, if any, of the 
corporation under any contract with the resigning officer.

     SECTION 31.  REMOVAL.  Any officer may be removed from office at any 
time, either with or without cause, by the affirmative vote of a majority of 
the directors in office at the time, or by the unanimous written consent of 
the directors in office at the time, or by any committee or superior officers 
upon whom such power of removal may have been conferred by the Board of 
Directors.

                                      ARTICLE VI

                    EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
                        OF SECURITIES OWNED BY THE CORPORATION

     SECTION 32.  EXECUTION OF CORPORATE INSTRUMENT.  The Board of Directors 
may, in its discretion, determine the method and designate the signatory 
officer or officers, or other person or persons, to execute on behalf of the 
corporation any corporate instrument or document, or to sign on behalf of the 
corporation the corporate name without limitation, or to enter into contracts 

                                       12
<PAGE>

on behalf of the corporation, except where otherwise provided by law or these 
Bylaws, and such execution or signature shall be binding upon the corporation.

     Unless otherwise specifically determined by the Board of Directors or 
otherwise required by law, promissory notes, deeds of trust, mortgages and 
other evidences of indebtedness of the corporation, and other corporate 
instruments or documents requiring the corporate seal, and certificates of 
shares of stock owned by the corporation, shall be executed, signed or 
endorsed by the Chairman of the Board of Directors, or the President or any 
Vice President, and by the Secretary or Treasurer or any Assistant Secretary 
or Assistant Treasurer.  All other instruments and documents requiting the 
corporate signature, but not requiring the corporate seal, may be executed as 
aforesaid or in such other manner as may be directed by the Board of 
Directors.

     All checks and drafts drawn on banks or other depositaries on funds to 
the credit of the corporation or in special accounts of the corporation shall 
be signed by such person .or persons as the Board of Directors shall 
authorize so to do.

     Unless authorized or ratified by the Board of Directors or within the 
agency power of an officer, no officer, agent or employee shall have any 
power or authority to bind the corporation by any contract or engagement or 
to pledge its credit or to render it liable for any purpose or for any amount.

     SECTION 33.  VOTING OF SECURITIES OWNED BY THE CORPORATION.  All stock 
and other securities of other corporations owned or held by the corporation 
for itself, or for other parties in any capacity, shall be voted, and all 
proxies with respect thereto shall be executed, by the person authorized so 
to do by resolution of the Board of Directors, or, in the absence of such 
authorization, by the Chairman of the Board of Directors, the Chief Executive 
Officer, the President, or any Vice President.

                                     ARTICLE VII

                                   SHARES OF STOCK

     SECTION 34.  FORM AND EXECUTION OF CERTIFICATES.  Certificates for the 
shares of stock of the corporation shall be in such form as is consistent 
with the Certificate of Incorporation and applicable law.  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 of Directors, or 
the President or any Vice President and by the Treasurer or Assistant 
Treasurer or the Secretary or Assistant Secretary, certifying the number of 
shares owned by him in the corporation.  Any or all of the signatures on the 
certificate may be facsimiles.  In case any officer, transfer agent, or 
registrar who has signed or whose facsimile signature has been placed upon a 
certificate shall have ceased to be such officer, transfer agent, or 
registrar before such certificate is issued, it may be issued with the same 
effect as if he were such officer, transfer agent, or registrar at the date 
of issue.  Each certificate shall state upon the face or back thereof, in 
full or in summary, all of the powers, designations, preferences, and rights, 
and the limitations or restrictions of the shares authorized to be issued or 
shall, except as otherwise required by law, set forth on the face or back 

                                       13
<PAGE>

a statement that the corporation will furnish without charge to each 
stockholder who so requests the powers, designations, preferences and 
relative, participating, optional, or other special rights of each class of 
stock or series thereof and the qualifications, limitations or restrictions 
of such preferences and/or rights.  Within a reasonable time after the 
issuance or transfer of uncertificated stock, the corporation shall send to 
the registered owner thereof a written notice containing the information 
required to be set forth or stated on certificates pursuant to this section 
or otherwise required by law or with respect to this section a statement that 
the corporation will furnish without charge to each stockholder who so 
requests the powers, designations, preferences and relative participating, 
optional or other special rights of each class of stock or series thereof and 
the qualifications, limitations or restrictions of such preferences and/or 
rights.  Except as otherwise expressly provided by law, the rights and 
obligations of the holders of certificates representing stock of the same 
class and series shall be identical.

     SECTION 35.  LOST CERTIFICATES.  A new certificate or certificates shall 
be issued in place of any certificate or certificates theretofore issued by 
the corporation 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.  The corporation may require, as a 
condition precedent to the issuance of a new certificate or certificates, the 
owner of such lost, stolen, or destroyed certificate or certificates, or his 
legal representative, to advertise the same in such manner as it shall 
require or to give the corporation a surety bond in such form and amount as 
it may direct as indemnity against any claim that may be made against the 
corporation with respect to the certificate alleged to have been lost, 
stolen, or destroyed.

     SECTION 36.  TRANSFERS.

     (a)  Transfers of record of shares of stock of the corporation shall be 
made only upon its books by the holders thereof, in person or by attorney 
duly authorized, and upon the surrender of a properly endorsed certificate or 
certificates for a like number of shares.

     (b)  The corporation shall have power to enter into and perform any 
agreement with any number of stockholders of any one or more classes of stock 
of the corporation to restrict the transfer of shares of stock of the 
corporation of any one or more classes owned by such stockholders in any 
manner not prohibited by the General Corporation Law of Delaware.

     SECTION 37.  FIXING RECORD DATES.

     (a)  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, in advance, 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 at the close of business on the day 
next preceding the day on which notice is given, or if notice is waived, at 
the close of business on the day next preceding the day on which the meeting 
is held.  A determination of 

                                       14
<PAGE>

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.

     (b)  In order that the corporation may determine the stockholders 
entitled to receive payment of any dividend or other distribution or 
allotment of any rights or the stockholders entitled to exercise any rights 
in respect of any change, conversion or exchange of stock, or for the purpose 
of any other lawful action, the Board of Directors may fix, in advance, 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 
filed, 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 38.  REGISTERED STOCKHOLDERS.  The corporation shall be entitled 
to recognize the exclusive right of a person registered on its books as the 
owner of shares to receive dividends, and to vote as such owner, and shall 
not be bound to recognize any equitable or other claim to or interest in such 
share or shares on the part of any other person whether or not it shall have 
express or other notice thereof, except as otherwise provided by the laws of 
Delaware.

                                     ARTICLE VIII

                         OTHER SECURITIES OF THE CORPORATION

     SECTION 39.  EXECUTION OF OTHER SECURITIES.  All bonds, debentures and 
other corporate securities of the corporation, other than stock certificates 
(covered in Section 34), may be signed by the Chairman of the Board of 
Directors, the President or any Vice President, or such other person as may 
be authorized by the Board of Directors, and the corporate seal impressed 
thereon or a facsimile of such seal imprinted thereon and attested by the 
signature of the Secretary or an Assistant Secretary, or the Chief Financial 
Officer or Treasurer or an Assistant Treasurer; provided, however, that where 
any such bond, debenture or other corporate security shall be authenticated 
by the manual signature, or where permissible facsimile signature, of a 
trustee under an indenture pursuant to which such bond, debenture or other 
corporate security shall be issued, the signatures of the persons signing and 
attesting the corporate seal on such bond, debenture or other corporate 
security may be the imprinted facsimile of the signatures of such persons.  
Interest coupons appertaining to any such bond, debenture or other corporate 
security, authenticated by a trustee as aforesaid, shall be signed by the 
Treasurer or an Assistant Treasurer of the corporation or such other person 
as may be authorized by the Board of Directors, or bear imprinted thereon the 
facsimile signature of such person.  In case any officer who shall have 
signed or attested any bond, debenture or other corporate security, or whose 
facsimile signature shall appear thereon or on any such interest coupon, 
shall have ceased to be such officer before the bond, debenture or other 
corporate security so signed or attested shall have been delivered, such 
bond, debenture or other corporate security nevertheless may be adopted by 
the corporation and issued and delivered as though the person who signed the 
same or whose facsimile signature shall have been used thereon had not ceased 
to be such officer of the corporation. 

                                       15
<PAGE>

                                    ARTICLE IX

                                    DIVIDENDS

     SECTION 40.  DECLARATION OF 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 pursuant to 
law at any regular or special meeting.  Dividends may be paid in cash, in 
property, or in shares of the capital stock, subject to the provisions of the 
Certificate of Incorporation.

     SECTION 41.  DIVIDEND RESERVE.  Before payment of any dividend, there 
may be set aside out of any funds of the corporation available for dividends 
such sum or sums as the Board of Directors 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 for such other purpose as the Board of 
Directors shall think conducive to the interests of the corporation, and the 
Board of Directors may modify or abolish any such reserve in the manner in 
which it was created.

                                      ARTICLE X

                                     FISCAL YEAR

     SECTION 42.  FISCAL YEAR.  The fiscal year of the corporation shall be 
fixed by resolution of the Board of Directors.

                                      ARTICLE XI

                                   INDEMNIFICATION

     SECTION 43.  INDEMNIFICATION OF DIRECTORS, EXECUTIVE OFFICERS, OTHER 
OFFICERS, EMPLOYEES AND OTHER AGENTS.

     (a)  DIRECTORS OFFICERS.  The corporation shall indemnify its directors 
and officers to the fullest extent not prohibited by the Delaware General 
Corporation Law; provided, however, that the corporation may modify the 
extent of such indemnification by individual contracts with its directors and 
officers; and, provided, further, that the corporation shall not be required 
to indemnify any director or officer in connection with any proceeding (or 
part thereof) initiated by such person unless (i) such indemnification is 
expressly required to be made by law, (ii) the proceeding was authorized by 
the Board of Directors of the corporation, (iii) such indemnification is 
provided by the corporation, in its sole discretion, pursuant to the powers 
vested in the corporation under the Delaware General Corporation Law or (iv) 
such indemnification is required to be made under subsection (d).

     (b)  EMPLOYEES AND OTHER AGENTS.  The corporation shall have power to 
indemnify its employees and other agents as set forth in the Delaware General 
Corporation Law.

                                       16
<PAGE>

     (c)  EXPENSE.  The corporation shall advance to any person who was or is 
a party or is threatened to be made a party to any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, administrative 
or investigative, by reason of the fact that he is or was a director or 
officer, of the corporation, or is or was serving at the request of the 
corporation as a director or executive officer of another corporation, 
partnership, joint venture, trust or other enterprise, prior to the final 
disposition of the proceeding, promptly following request therefor, all 
expenses incurred by any director or officer in connection with such 
proceeding upon receipt of an undertaking by or on behalf of such person to 
repay said mounts if it should be determined ultimately that such person is 
not entitled to be indemnified under this Bylaw or otherwise.

     Notwithstanding the foregoing, unless otherwise determined pursuant to 
paragraph (e) of this Bylaw, no advance shall be made by the corporation to 
an officer of the corporation (except by reason of the fact that such officer 
is or was a director of the corporation in which event this paragraph shall 
not apply) in any action, suit or proceeding, whether civil, criminal, 
administrative or investigative, if a determination is reasonably and 
promptly made (i) by the Board of Directors by a majority vote of a quorum 
consisting of directors who were not parties to the proceeding, or (ii) if 
such quorum is not obtainable, or, even if obtainable, a quorum of 
disinterested directors so directs, by independent legal counsel in a written 
opinion, that the facts known to the decision-making party at the time such 
determination is made demonstrate clearly and convincingly that such person 
acted in bad faith or in a manner that such person did not believe to be in 
or not opposed to the best interests of the corporation.

     (d) ENFORCEMENT.  Without the necessity of entering into an express 
contract, all rights to indemnification and advances to directors and 
officers under this Bylaw shall be deemed to be contractual rights and be 
effective to the same extent and as if provided for in a contract between the 
corporation and the director or officer.  Any right to indemnification or 
advances granted by this Bylaw to a director or officer shall be enforceable 
by or on behalf of the person holding such right in any court of competent 
jurisdiction if (i) the claim for indemnification or advances is denied, in 
whole or in part, or (ii) no disposition of such claim is made within ninety 
(90) days of request therefor. The claimant in such enforcement action, if 
successful in whole or in part, shall be entitled to be paid also the expense 
of prosecuting his claim.  In connection with any claim for indemnification, 
the corporation shall be entitled to raise as a defense to any such action 
that the claimant has not met the standard of conduct that make it 
permissible under the Delaware General Corporation Law for the corporation to 
indemnify the claimant for the amount claimed.  In connection with any claim 
by an officer of the corporation (except in any action, suit or proceeding, 
whether civil, criminal, administrative or investigative, by reason of the 
fact that such officer is or was a director of the corporation) for advances, 
the corporation shall be entitled to raise a defense as to any such action 
clear and convincing evidence that such person acted in bad faith or in a 
manner that such person did not believe to be in or not opposed in the best 
interests of the corporation, or with respect to any criminal action or 
proceeding that such person acted without reasonable cause to believe that 
his conduct was lawful.  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 has 
met the applicable standard of conduct set 

                                       17
<PAGE>

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 
claimant has not met the applicable standard of conduct.  In any suit brought 
by a director or officer to enforce a right to indemnification or to an 
advancement of expenses hereunder, the burden of proving that the director or 
officer is not entitled to be indemnified, or to such advancement of 
expenses, under this Article XI or otherwise shall be on the corporation.

     (e) NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any person by 
this Bylaw shall not be exclusive of any other right which such person may 
have or hereafter acquire under any statute, provision of the Certificate of 
Incorporation, Bylaws, agreement, vote of stockholders or disinterested 
directors or otherwise, both as to action in his official capacity and as to 
action in another capacity while holding office.  The corporation is 
specifically authorized to enter into individual contracts with any or all of 
its directors, officers, employees or agents respecting indemnification and 
advances, to the fullest extent not prohibited by the Delaware General 
Corporation Law.

     (f) SURVIVAL OF RIGHTS.  The rights conferred on any person by this 
Bylaw shall continue as to a person who has ceased to be a director, officer, 
employee or other agent and shall inure to the benefit of the heirs, 
executors and administrators of such a person.

     (g) INSURANCE.  To the fullest extent permitted by the Delaware General 
Corporation Law, the corporation, upon approval by the Board of Directors, 
may purchase insurance on behalf of any person required or permitted to be 
indemnified pursuant to this Bylaw.

     (h) AMENDMENTS.  Any repeal or modification of this Bylaw shall only be 
prospective and shall not affect the rights under this Bylaw in effect at the 
time of the alleged occurrence of any action or omission to act that is the 
cause of any proceeding against any agent of the corporation.

     (i) SAVING CLAUSE.  If this Bylaw or any portion hereof shall be 
invalidated on any ground by any court of competent jurisdiction, then the 
corporation shall nevertheless indemnify each director and officer to the 
full extent not prohibited by any applicable portion of this Bylaw that shall 
not have been invalidated, or by any other applicable law.

     (j) CERTAIN DEFINITIONS.  For the purposes of this Bylaw, the following 
definitions shall apply:

          (i)    The term "proceeding" shall be broadly construed and shall 
     include, without limitation, the investigation, preparation, 
     prosecution, defense, settlement, arbitration and appeal of, and the 
     giving of testimony in, any threatened, pending or completed action, 
     suit or proceeding, whether civil, criminal, administrative or 
     investigative.

          (ii)   The term "expenses" shall be broadly construed and shall 
     include, without limitation, court costs, attorneys' fees, witness fees, 
     fines, amounts paid in settlement or 

                                       18
<PAGE>

     judgment and any other costs and expenses of any nature or kind incurred 
     in connection with any proceeding.

          (iii)  The term the "corporation" shall include, in addition to the 
     resulting corporation, any constituent corporation (including any 
     constituent of a constituent) absorbed in a consolidation or merger 
     which, if its separate existence had continued, would have had power and 
     authority to indemnify its directors, officers, and employees or agents, 
     so that any person who is or was a director, officer, employee or agent 
     of such constituent corporation, or is or was serving at the request of 
     such constituent corporation as a director, officer, employee or agent 
     or another corporation, partnership, joint venture, trust or other 
     enterprise, shall stand in the same position under the provisions of 
     this Bylaw with respect to the resulting or surviving corporation as he 
     would have with respect to such constituent corporation if its separate 
     existence had continued.

          (iv)   References to a "director," "executive officer," "officer," 
     "employee," or "agent" of the corporation shall include, without 
     limitation, situations where such person is serving at the request of 
     the corporation as, respectively, a director, executive officer, 
     officer, employee, trustee or agent of another corporation, partnership, 
     joint venture, trust or other enterprise.

          (v)    References to "other enterprises" shall include employee 
     benefit plans; references to "fines" shall include any excise taxes 
     assessed on a person with respect to an employee benefit plan; and 
     references to "serving at the request of the corporation" shall include 
     any service as a director, officer, employee or agent of the corporation 
     which imposes duties on, or involves services by, such director, 
     officer, employee, or agent with respect to an employee benefit plan, 
     its participants, or beneficiaries; and a person who acted in good faith 
     and in a manner he reasonably believed to be in the interest of the 
     participants and beneficiaries of an employee benefit plan shall be 
     deemed to have acted in a manner "not opposed to the best interests of 
     the corporation" as referred to in this Bylaw.

                                     ARTICLE XII

                                       NOTICES

     SECTION 44.  NOTICES.

     (a)  NOTICE TO STOCKHOLDERS.  Whenever, under any provisions of these 
Bylaws, notice is required to be given to any stockholder, it shall be given 
in writing, timely and duly deposited in the United States mail, postage 
prepaid, and addressed to his last known post office address as shown by the 
stock record of the corporation or its transfer agent.

     (b)  NOTICE TO DIRECTORS.  Any notice required to be given to any 
director may be given by the method stated in subsection (a), or by 
facsimile, telex or telegram, except that such notice other than one which is 
delivered personally shall be sent to such address as such director shall 

                                       19
<PAGE>

have filed in writing with the Secretary, or, in the absence of such filing, 
to the last known post office address of such director.

     (c)  AFFIDAVIT OF MAILING. An affidavit of mailing, executed by a duly 
authorized and competent employee of the corporation or its transfer agent 
appointed with respect to the class of stock affected, specifying the name 
and address or the names and addresses of the stockholder or stockholders, or 
director or directors, to whom any such notice or notices was or were given, 
and the time and method of giving the same, shall in the absence of fraud, be 
prima facie evidence of the facts therein contained.

     (d)  TIME NOTICES DEEMED GIVEN.  All notices given by mail, as above 
provided, shall be deemed to have been given as at the time of mailing, and 
all notices given by facsimile, telex or telegram shall be deemed to have 
been given as of the sending time recorded at time of transmission.

     (e)  METHODS OF NOTICE.  It shall not be necessary that the same method 
of giving notice be employed in respect of all directors, but one permissible 
method may be employed in respect of any one or more, and any other 
permissible method or methods may be employed in respect of any other or 
others.

     (f)  FAILURE TO RECEIVE NOTICE. The period or limitation of time within 
which any stockholder may exercise any option or right, or enjoy any 
privilege or benefit, or be required to act, or within which any director may 
exercise any power or right, or enjoy any privilege, pursuant to any notice 
sent him ill the manner above provided, shall not be affected or extended in 
any manner by the failure of such stockholder or such director to receive 
such notice.

     (g)  NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL.  Whenever 
notice is required to be given, under any provision of law or of the 
Certificate of Incorporation or Bylaws of the corporation, to any person with 
whom communication is unlawful, the giving of such notice to such person 
shall not be require and there shall be no duty to apply to any governmental 
authority or agency for a license or permit to give such notice to such 
person.  Any action or meeting which shall be taken or held without notice to 
any such person with whom communication is unlawful shall have the same force 
and effect as if such notice had been duly given.  In the event that the 
action taken by the corporation is such as to require the filing of a 
certificate under any provision of the Delaware General Corporation Law, the 
certificate shall state, if such is the fact and if notice is required, that 
notice was given to all persons entitled to receive notice except such 
persons with whom communication is unlawful.

     (h)  NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS.  Whenever notice is 
required to be given, under any provision of law or the Certificate of 
Incorporation or Bylaws of the corporation, to any stockholder to whom (i) 
notice of two consecutive annual meetings, and all notices of meetings or of 
the taking of action by written consent without a meeting to such person 
during the period between such two consecutive annual meetings, or (ii) all, 
and at least two, payments (if sent by first class mail) of dividends or 
interest on securities during a twelve-month period, have been mailed 
addressed to such person at his address as shown on the records of the 

                                       20
<PAGE>

corporation and have been returned undeliverable, the giving of such notice 
to such person shall not be required.  Any action or meeting which shall be 
taken or held without notice to such person shall have the same force and 
effect as if such notice had been duly given.  If any such person shall 
deliver to the corporation a written notice setting forth his then current 
address, the requirement that notice be given to such person shall be 
reinstated.  In the event that the action taken by the corporation is such as 
to require the filing of a certificate under any provision of the Delaware 
General Corporation Law, the certificate need not state that notice was not 
given to persons to whom notice was not required to be given pursuant to this 
paragraph.

                                  ARTICLE XII

                                   AMENDMENTS

     SECTION 45.  AMENDMENTS.

     Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be 
altered or amended or new Bylaws adopted by the affirmative vote of at least 
sixty-six and two-thirds percent (66-2/3 %) of the voting power of all of the 
then-outstanding shares of the Voting Stock.  The Board of Directors shall 
also have the power to adopt, amend, or repeal Bylaws.

                                 ARTICLE XIV

                              LOANS TO OFFICERS

     SECTION 46.  LOANS TO OFFICERS.  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 Board of Directors, such loan, guarantee or assistance 
may reasonably be expected to benefit the corporation.  The loan, guarantee 
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 these Bylaws shall be deemed to deny, limit or restrict the powers of 
guaranty or warranty of the corporation at common law or under any statute.



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