<PAGE>

                                                                   EXHIBIT 3.2


                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                                IMRE CORPORATION
                               ARTICLE I - OFFICES


The office of the Corporation shall be located in the place determined by the
Board of Directors.  The Corporation may also maintain offices at such other
places within or without the United States as the Board of Directors may, from
time to time, determine.

                      ARTICLE II - MEETING OF SHAREHOLDERS

SECTION 1 - ANNUAL MEETINGS:

The annual meeting of the shareholders of the Corporation shall be held within
six months after the close of the fiscal year of the Corporation for the purpose
of electing directors, and transacting such other business as may properly come
before the meeting.

SECTION 2 - SPECIAL MEETINGS:

Special meetings of the shareholders may be called at any time by the Board of
Directors or by the Chief Executive Officer, and shall be called by the Chief
Executive Officer or the Secretary at the written request of the holders of ten
percent (10%) of the shares then outstanding and entitled to vote thereat, or as
otherwise required under the provisions of the General Corporation Law of
Delaware.

SECTION 3 - PLACE OF MEETINGS:

All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.

SECTION 4 - NOTICE OF MEETINGS:

(a)  Except as otherwise provided by statute, written notice of each meeting of
shareholders, whether annual or special, stating the time when and place where
it is to be held, shall be served either personally or by mail, not less than
ten or more than fifty days before the meeting, upon each shareholder of record
entitled to vote at such meeting, and to any other shareholder to whom the
giving of notice may be required by law.  Notice of a special meeting shall also
state the purpose or purposes for which the meeting is called, and shall
indicate that it is being issued by, or at the direction of, the person or
persons calling the meeting.  If, at any meeting, action is proposed to be taken
that would, if taken, entitle shareholders to receive payment for their shares
pursuant to statute, the notice of such meeting shall include a statement of
that purpose and to that effect.  If mailed, such notice shall be directed to
each such shareholder at his address, as it appears on the


<PAGE>

By-Laws of IMRE Corporation                                         Page 2 of 12


records of the shareholders of the Corporation, unless he shall have previously
filed with the Secretary of the Corporation a written request that notices
intended for him be mailed to some other address, in which case, it shall be
mailed to the address designated in such request.

(b)  Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting.  Notice of any adjourned meeting of shareholders
need not be given, unless otherwise required by statute.

SECTION 5 - QUORUM:

(a)  Except as otherwise provided herein, or by statute, or in the Certificate
of Incorporation (such Certificate and any amendments thereof being hereinafter
collectively referred to as the "Certificate of Incorporation"), at all meetings
of shareholders of the Corporation, the presence at the commencement of such
meetings in person or by proxy of shareholders holding of record one-third of
the total number of shares of the Corporation then issued and outstanding and
entitled to vote, shall be necessary and sufficient to constitute a quorum for
the transaction of any business.  The withdrawal of any shareholder after the
commencement of a meeting shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.

(b)  Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting.  At any such
adjourned meeting at which a quorum is present, any business may be transacted
at the meeting as originally called if a quorum had been present.

SECTION 6 - VOTING:

(a)   Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors, to be
taken by vote of the shareholders, shall be authorized by a majority of votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.

(b)   Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.

(c)  Each shareholder entitled to vote or to express consent or dissent without
a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been executed in writing by the
shareholder himself, or by his attorney-in-fact thereunto duly authorized in
writing.  No proxy shall be valid after the expiration of eleven months from the
date of its execution, unless the person executing it shall have specified
therein the length of time it is to continue in force.  Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the records of
the Corporation.


<PAGE>

By-Laws of IMRE Corporation                                         Page 3 of 12


(d)  Except as otherwise provided by the Certificate of Incorporation, whenever
the vote of stockholders at a meeting is required or permitted to be taken in
connection with any corporate action, such action may be taken without a
meeting, without prior notice and without a vote, if one or more consents in
writing, setting forth the action so taken, shall be signed and dated by the
holders of the outstanding stock having not less than the minimum number of
votes that would be necessary to authorize such action at a meeting at which all
shares entitled to vote thereon were present and voted and shall be delivered to
the Secretary of the Corporation for inclusion in the minutes or filing with the
corporate records within sixty (60) days of the earliest dated consent so
delivered.  Prompt notice of the taking of such corporate action without a
meeting shall be given to those stockholders who have not consented in writing.


                        ARTICLE III - BOARD OF DIRECTORS

SECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE:

(a)  The number of the directors of the Corporation shall be not less than three
(3) nor more than nine (9) as determined from time to time by a majority of the
Board of Directors.

(b)   Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board of Directors of the Corporation, who
need not be shareholders, shall be elected by a majority of the votes cast at a
meeting of shareholders, by the holders of shares, present in person or by
proxy, entitled to vote in the election.

(c)  There shall be a classified Board of Directors composed of three classes.
The term of director(s) in each class shall be three years.  The terms of each
of the three classes shall be staggered so that the election of directors in
only one class occurs in any given year.

SECTION 2 - DUTIES AND POWERS:

The Board of Directors shall be responsible for the control and management of
the affairs, property and interests of the Corporation, and may exercise all
powers of the Corporation, except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the shareholders.

SECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE:

(a)  A regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the shareholders, at the place of
such annual meeting of shareholders.

(b)  The Board of Directors, from time to time, may provide by resolution for
the holding of other regular meetings of the Board of Directors, and may fix the
time and place thereof.

(c)  Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change the
time or place of any regular meeting, written, oral or any


<PAGE>

By-Laws of IMRE Corporation                                         Page 4 of 12


other mode of notice of such action shall be given to each director who shall
not have been present at the meeting at which such action was taken.

(d)  Attendance of any director at any regular meeting shall constitute waiver
of notice of such meeting, except when a director attends the regular meeting
with the express purpose of objecting, at the beginning of the regular meeting,
to the transaction of any business because the regular meeting is not lawfully
called or convened.

SECTION 4 - SPECIAL MEETINGS; NOTICE:

(a)  Special meetings of the Board of Directors may be called by or at the
direction of the Chief Executive Officer or by any director, at such time and
place as may be specified in the respective notices or waiver of notice thereof.

(b)  Except as otherwise required by statute, written, oral or any other mode of
notice of the time and place of special meetings shall be given in sufficient
time for the convenient assembly of the directors thereat.  A notice, or waiver
of notice, except as required by Section 8 of this Article III, need not specify
the purpose of the meeting.

(c)  Attendance of any director at any special meeting shall constitute waiver
of notice of such meeting, except when a director attends the special meeting
with the express purpose of objecting, at the beginning of the special meeting,
to the transaction of any business because the special meeting is not lawfully
called or convened.

SECTION 5 - CHAIRMAN:

At all meetings of the Board of Directors, the Chairman of the Board, if any and
if present, shall preside.  If there shall be no Chairman, or he shall be
absent, then the Chief Executive Officer shall preside, and in his absence, a
Chairman chosen by the directors shall preside.

SECTION 6 - QUORUM AND ADJOURNMENTS:

(a)  At all meetings of the Board of Directors, the presence of a majority of
the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business, except as otherwise provided by law, by the
Certificate of Incorporation, or by these By-Laws.

(b)  A majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, until a quorum shall be present.

SECTION 7 - MANNER OF ACTING:

(a)  At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.

(b)  Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these By-Laws, the action of a majority of the directors
present at any meeting at which a quorum is


<PAGE>

By-Laws of IMRE Corporation                                         Page 5 of 12


present shall be the act of the Board of Directors.  Any action authorized, in
writing, by all of the directors entitled to vote thereon and filed with the
minutes of the Corporation shall be the act of the Board of Directors with the
same force and effect as if the same had been passed by unanimous vote at a duly
called meeting of the Board.

SECTION 8 - VACANCIES:

Any vacancy in the Board of Directors, occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal (unless a vacancy created by the removal of a director by the
shareholders shall be filled by the shareholders at the meeting at which the
removal was effected) or inability to act of any director, or otherwise, shall
be filled for the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.

SECTION 9 - RESIGNATION:

Any director may resign at any time by giving written notice to the Board of
Directors, the Chief Executive Officer or the Secretary of the Corporation.
Unless otherwise specified in such written notice, such resignation shall take
effect upon receipt thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it effective.

SECTION 10 - REMOVAL:

Any director may be removed with or without cause at any time by the affirmative
vote of shareholders holding of record in the aggregate at least a majority of
the outstanding shares of the Corporation at a special meeting of the
shareholders called for that purpose, and may be removed for cause by action of
the Board.

SECTION 11 - SALARY:

No stated salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of the
Board; provided, however, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

SECTION 12 - CONTRACTS:

(a)  No contract or other transaction between this Corporation and any other
corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other corporation, provided that such facts are
disclosed or made known to the Board of Directors.


<PAGE>

By-Laws of IMRE Corporation                                         Page 6 of 12


(b)  Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the presence of any such director at the
meeting at which such action is taken.  Such director or directors may be
counted in determining the presence of a quorum at such meeting.  This Section
shall not be construed to impair or invalidate or in any way affect any contract
or other transaction which would otherwise be valid under the law (common,
statutory or otherwise) applicable thereto.

SECTION 13 - COMMITTEES:

The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members such committees, and
alternate members thereof, as they may deem desirable, each consisting of one or
more members, with such powers and authority (to the extent permitted by law) as
may be provided in such resolution.  Each such committee shall serve at the
pleasure of the Board.

                              ARTICLE IV - OFFICERS

SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:

(a)  The officers of the Corporation shall consist of a Chief Executive Officer,
a Secretary, a Treasurer, and such other officers, including a Chairman of the
Board of Directors, a President and one or more Vice Presidents, as the Board of
Directors may from time to time deem advisable.  Any officer other than the
Chairman of the Board of Directors may be, but is not required to be, a director
of the Corporation.  Any two or more offices may be held by the same person.

(b)  The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.

(c)  Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.

SECTION 2 - RESIGNATION:

Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the Chief Executive Officer or the Secretary of
the Corporation.  Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.



<PAGE>

By-Laws of IMRE Corporation                                         Page 7 of 12

SECTION 3 - REMOVAL:

Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time.

SECTION 4 - VACANCIES:

A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.

SECTION 5 - DUTIES OF OFFICERS:

Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these By-Laws, or may from time to time be specifically conferred or imposed by
the Board of Directors.

SECTION 6 - SURETIES AND BONDS:

In case the Board of Directors shall so require, any officer, employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and with
such surety or sureties as the Board of Directors may direct, conditioned upon
the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, funds or
securities of the Corporation which may come into his hands.

SECTION 7 - SHARES OF OTHER CORPORATIONS:

Whenever the Corporation is the holder of shares of any other corporation, any
right or power of the Corporation as such shareholder (including the attendance,
acting and voting at shareholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of the Corporation by
the Chief Executive Officer, any Vice President, or such other person as the
Board of Directors may authorize.

                           ARTICLE V - SHARES OF STOCK

SECTION 1 - CERTIFICATE OF STOCK:

(a)   The certificates representing shares of the Corporation shall be in such
form as shall be adopted by the Board of Directors, and shall be numbered and
registered in the order issued.  They shall bear the holder's name and the
number of shares, and shall be signed by (i) the Chairman of the Board or the
Chief Executive Officer or the President or a Vice President, and (ii) the
Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer, and
shall bear the corporate seal.

(b)   No certificate representing shares shall be issued until the full amount
of consideration therefor has been paid, except as otherwise permitted by law.



<PAGE>

By-Laws of IMRE Corporation                                         Page 8 of 12


(c)  To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share which shall entitle the holder
to exercise voting rights, receive dividends and participate in liquidating
distributions, in proportion to the fractional holdings; or it may authorize the
payment in cash of the fair value of fractions of a share as of the time when
those entitled to receive such fractions are determined; or it may authorize the
issuance, subject to such conditions as may be permitted by law, of scrip in
registered or bearer form over the signature of an officer or agent of the
Corporation, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a shareholder, except as therein
provided.

SECTION 2 - LOST OR DESTROYED CERTIFICATES:

The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same.  The corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed.  On production of such evidence of loss or destruction as the Board
of Directors in its discretion may require, the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or damage it may
suffer on account of the issuance of the new certificate.  A new certificate may
be issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper to do so.

SECTION 3 - TRANSFERS OF SHARES:

(a)  Transfers of shares of the Corporation shall be made on the share records
of the Corporation only by the holder of record thereof, in person or by his
duly authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed, with such proof of the
authenticity of the signature and of authority to transfer and of payment to
transfer taxes as the Corporation or its agents may require.

(b)  The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and, accordingly,
shall not be bound to recognize any legal, equitable or other claim to, or
interest in, such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise expressly
provided by law.

SECTION 4 - RECORD DATE:

In lieu of closing the share records of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding fifty days, nor less than ten days, as
the record date for the determination of shareholders entitled to receive notice
of, or to vote at, any meeting of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other


<PAGE>

By-Laws of IMRE Corporation                                         Page 9 of 12


action.  If no record date is fixed, the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if no notice is given, the day on which the meeting is held; the
record date for determining shareholders for any other purpose shall be at the
close of business on the day on which the resolution of the directors relating
thereto is adopted.  When a determination of shareholders of record entitled to
notice of or to vote at any meeting of shareholders has been made as provided
for herein, such determination shall apply to any adjournment thereof, unless
the directors fix a new record date for the adjourned meeting.

                             ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds
available therefor, as often, in such amounts, and at such time or times as the
Board of Directors may determine.

                            ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from
time to time, subject to applicable law.

                          ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board of Directors.

                             ARTICLE IX - AMENDMENTS

SECTION 1 - BY SHAREHOLDERS:

All by-laws of the Corporation shall be subject to alteration or repeal, and new
By-Laws may be made, by the affirmative vote of shareholders holding of record
in the aggregate at least a majority of the outstanding shares entitled to vote
in the election of directors at any annual or special meeting of shareholders,
provided that the notice or waiver of notice of such meeting shall have
summarized or set forth in full therein, the proposed amendment.

SECTION 2 - BY DIRECTORS:

The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, by-laws of the Corporation; provided, however, that the
shareholders entitled to vote with respect thereto as in this Article IX above
provided may alter, amend or repeal by-laws made by the Board of Directors,
except that the Board of Directors shall have no power to change the quorum for
meetings of shareholders or of the Board of Directors, or to change any
provisions of the by-laws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by the
shareholders.  If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in the notice of the next meeting of shareholders for the election of directors,
the by-law so adopted, amended or repealed, together with a concise statement of
the changes made.



<PAGE>

By-Laws of IMRE Corporation                                        Page 10 of 12

                              ARTICLE X - INDEMNITY

SECTION 1 - GENERAL POWERS:

(a)  The Corporation may indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended,
any person who was or is made or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
derivative, administrative or investigative (a "proceeding") by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Corporation or, being or having been such a director, officer, employee or
agent, he or she is or was serving at the request of the Corporation as a
director, officer, employee, agent, trustee, or in any other capacity of another
company or of a partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis of such
proceeding is alleged action or omission in an official capacity or in any other
capacity while serving as a director, officer, employee, agent, trustee or in
any other capacity, against all expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts to be paid in settlement) actually or reasonably incurred or
suffered by such person in connection therewith.  The Corporation may indemnify
a person in connection with a proceeding (or part thereof) initiated by such
person only if the proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.

(b)  The Corporation may, in its discretion, pay the expenses (including
attorneys' fees) incurred in defending any proceeding in advance of its final
disposition, provided, however, that the payment of expenses incurred by a
director, officer, employee or agent of the Corporation in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by such director, officer, employee or agent to repay all amounts advanced if it
should be ultimately determined that such director, officer, employee or agent
is not entitled to be indemnified under this Article X or otherwise.

(c)  The Corporation may enter into contracts with any person who is or was a
director, officer, employee or agent of the Corporation in furtherance of the
provisions of this Article X and may create a trust fund, grant a security
interest in property of the Corporation, or use other means (including, without
limitation, a letter of credit) to ensure the payment of such amounts as may be
necessary to effect indemnification as provided in this Article X.

SECTION 2 - DIRECTORS AND OFFICERS:

The Corporation shall indemnify and hold harmless any person who is or was a
director or officer of the Corporation, and pay all expenses in advance of a
final disposition of a proceeding, to the full extent the Corporation is
empowered.

SECTION 3 - EMPLOYEES AND AGENTS:

The Corporation may, by action of its Board of Directors from time to time,
indemnify and hold harmless any person who is or was an employee or agent of the
Corporation, and pay expenses in


<PAGE>

By-Laws of IMRE Corporation                                        Page 11 of 12


advance of final disposition of a proceeding, to the full extent to which the
Corporation is empowered, or to a lesser extent which the Board of Directors may
determine.

SECTION 4 - CONTRACT RIGHTS:

The rights to indemnification and payment of expenses in advance of final
disposition of a proceeding conferred by or pursuant to this Article X shall be
contract rights.

SECTION 5 - CLAIMS:

If a claim for indemnification or payment of expenses under this Article X is
not paid in full within sixty (60) days after a written claim therefor has been
received by the Corporation, except in the case of a claim for expenses incurred
in defending a proceeding in advance of its final disposition, in which case the
applicable period shall be twenty (20) days after a written claim therefor and
the undertaking described in subsection 1(b) of this Article X has been received
by the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting such
claim.  In any such action the Corporation shall have the burden of proving that
the claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

SECTION 6 - NON-EXCLUSIVITY OF RIGHTS:

The rights conferred on any person by this Article X shall not be exclusive of
any other rights which such person may have or hereafter acquire under any
statute, provision of the certificate of incorporation, these by-laws,
agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 7 - OTHER INDEMNIFICATION:

The Corporation's obligation, if any, to indemnify any person by reason of the
fact that he or she is or has been a director, officer, employee or agent of the
Corporation, he or she is or was serving at the request of the Corporation as a
director, officer, employee, agent, trustee, or in any other capacity of another
company or of a partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, shall be reduced by any amount
such person may collect as indemnification from such other company, partnership,
joint venture, trust or other enterprise.

SECTION 8 - AMENDMENT OR REPEAL:

Any repeal or modification of the foregoing provisions of this Article X shall
not adversely affect any right or protection hereunder of any person in respect
of any act or omission occurring prior to the time of such repeal or
modification.

SECTION 9 - SAVINGS CLAUSE:



<PAGE>

By-Laws of IMRE Corporation                                        Page 12 of 12


If any provision of this Article X or any application thereof shall be invalid,
unenforceable or contrary to applicable law, the remainder of this Article X, or
the application of such provision to persons or circumstances other than those
as to which it is held invalid, unenforceable or contrary to applicable law,
shall not be affected thereby and shall continue in full force and effect.

SECTION 10 - DEFINITION OF "APPLICABLE LAW":

For purposes of this Article X, "applicable law" shall at all times be construed
as the applicable law in effect at the date indemnification may be sought, or
the law in effect at the date of the action, omission or other event giving rise
to the situation for which indemnification may be sought, whichever is selected
by the person seeking indemnification.  As of the date hereof, applicable law
shall include Section 145 of the Delaware General Corporation Law, as amended.

SECTION 11 - PERSONS SERVING OTHER ENTITIES:

Any person who, while a director, officer, employee or agent of the Corporation,
is or was serving as a director or officer of another foreign or domestic
corporation of which a majority of the shares entitled to vote in the election
of its directors is held by the Corporation shall be deemed to be or have been
so serving "at the request of the Corporation" for purposes of this Article X.


Dated:   February 8, 1996
       ------------------

                                          /s/ Alex P. de Soto
                                        ---------------------------------
                                                Secretary