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                                AMENDED AND RESTATED
                                          
                                     BYLAWS OF
                                          
                           DIGITAL MICROWAVE CORPORATION
                                          
                    (Amended and Restated as of October 8, 1998)
                                          
                                          
                                      ARTICLE I
                                          
                                      OFFICES

          Section 1.      The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

          Section 2.      The corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the corporation may require.

                                     ARTICLE II        
                                          
                                    STOCKHOLDERS

          Section 1.      All meetings of the stockholders for the election of
directors shall be held in the City of San Jose, State of California, at such
place as may be fixed from time to time by the Board of Directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

          Section 2.      Annual meetings of stockholders shall be held on the
third Thursday in July, if not a legal holiday and, if a legal holiday, then on
the next succeeding business day following, at the same hour and place, or at
such other date and time as shall be designated from time to time by the Board
of Directors and stated in the 


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notice of the meeting, at which they shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be brought before
the meeting.

          Section 3.      Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each stockholder entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting.

          Section 4.      The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.


          Section 5.      Special meetings of stockholders shall be called by
the president or secretary at the request in writing of a majority of the Board
of Directors or upon written application of one or more stockholders who hold at
least forty percent (40%) of the capital stock entitled to vote at such meeting.
Such request of the Board of Directors or written application of the
stockholders shall state the purpose or purposes of the proposed special
meeting. The place, date and time of any special meeting shall be determined by
the Board of Directors. Such determination shall include the record date for
determining the stockholders having the right to notice of and to vote at such
meeting.


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          Section 6.      Written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which the meeting
is called, 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.

          Section 7.      Only such business shall be conducted at a special
meeting as shall have been stated in the written notice of the meeting as the
purpose or purposes for the meeting.

          Section 8.      The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. 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
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

          Section 9.      In all matters other than the election of directors,
the affirmative vote of a majority of shares present in person or represented by
proxy at any meeting and entitled to vote on the subject matter shall be the act
of the stockholders, unless the question is one upon which by express provision
of any statute or of the 


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certificate of incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of such question.

          Section 10.     Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

          Section 11.     Unless otherwise provided in the certificate of
incorporation, and subject to the provisions of Article II, Section 12 of these
Bylaws, any action required to be taken at any annual or special meeting of
stockholders of the corporation, or any action which may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

          Section 12.     In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting pursuant to Article II, Section 11 of these Bylaws, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of 


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Directors, and which record date shall not be more than ten (10) days after the
date upon which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
secretary, request the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within ten (10) days after the date
on which such a request is received, adopt a resolution fixing the record date.
If no record date has been fixed by the Board of Directors within such ten
(10) day period, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by applicable law, shall be the first date
on which a signed written consent setting forth the action taken or proposed to
be taken is delivered to the corporation by delivery to its registered office in
the state of Delaware, its principal place of business, or an officer or agent
of the corporation having custody of the book in which proceedings of
stockholders' meetings are recorded, to the attention of the secretary of the
corporation. Delivery shall be by hand or by certified or registered mail,
return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by applicable
law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the date on which the Board of Directors adopts the resolution taking such
prior action.

          Section 13.     At any annual meeting of the stockholders, only such
business shall be conducted as shall be properly before the meeting. To be
properly 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 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 


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properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the secretary. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal place of business of the corporation not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than seventy (70) days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be received not later than the close of business on the tenth
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made.(1) A stockholder's written notice to the
secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (a) a description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address as they appear on the
corporation's books of the stockholder proposing such business, (c) the class
and number of shares of the corporation which are beneficially owned by such
stockholder, and (d) any material interest of such stockholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting unless properly brought before such meeting in
accordance with the procedures set forth in this Section 13. The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section 13 and if it shall be so determined, the chairman of
the meeting shall so declare this to the 


--------------------
(1) It shall be necessary for the corporation to determine the date of each
annual meeting at least 70 days in advance thereof and make a public disclosure
of such date and of the provisions of Article II, Section 13 of these Bylaws.


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meeting and such business not properly brought before the meeting shall not be
transacted.

          Section 14.     Only persons who are nominated in accordance with the
procedures set forth in this Section 14 shall be eligible for election as
directors of the corporation by the stockholders. Nominations of persons for
election to the Board of Directors 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 for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 14. 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.
To be timely, a stockholder's notice shall be delivered to or mailed and
received at the principal place of business of the corporation not less than
sixty (60) nor more than ninety (90) days prior to the meeting; provided,
however, that in the event that less than seventy (70) days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not less than the
close of business on the tenth day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a director (i) the name,
age, business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of shares of
the corporation which are beneficially owned by such person and (iv) 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 Securities and Exchange Act of
1934, as 


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amended (including without limitation such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected); and (b) as to the stockholder giving the notice (i) the name and
address, as they appear on the corporation's books of such stockholder, (ii) the
class and number of shares of the corporation which are beneficially owned by
such stockholder, and (iii) any material relationship of the stockholder to the
person the stockholder proposes to nominate. At the request of the Board of
Directors any person nominated by the Board of Directors for election as a
director shall furnish to the secretary that information required to be set
forth in a 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 Section 14. The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the provisions of
this Section 14 and if it shall be so determined, the chairman shall so declare
this to the meeting and the defective nomination shall be disregarded.

                                    ARTICLE III
                                          
                                     DIRECTORS

          Section 1.      The number of directors which shall constitute the
whole board shall be nine (9). The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his or her successor is
elected and qualified. Directors need not be stockholders.

          Section 2.      Vacancies and newly created directorships resulting
from any increase in the authorized number of directors elected by all of the
stockholders having a right to vote as a single class may be filled by a
majority of the directors then in office, 


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though less than a quorum, or by a sole remaining director, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and qualified, unless sooner removed. If there are
no directors in office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board of Directors (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent (10%) of the total number of the
shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by the directors then
in office.

          Section 3.      The business of the corporation shall be managed by or
under the direction of its Board of Directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the certificate of incorporation or by these Bylaws directed or required
to be exercised or done by the stockholders.

          Section 4.      The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

          Section 5.      The first meeting of each newly elected Board of
Directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time 


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and place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

          Section 6.      Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board of Directors.

          Section 7.      Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors, the president, any
vice-president, the secretary or any two (2) directors on four (4) days' notice
to each director by mail or two (2) days' notice to each director either
personally or by telegram.

          Section 8.      At all meetings of the Board of Directors, one-third
(1/3) of the authorized number of directors, or two (2), whichever is greater,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the certificate of incorporation or by
Article III, Section 9 of these Bylaws. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time without notice other than announcement at the meeting,
until a quorum shall be present.

          Section 9.      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 thereof,
as the case may be, consent thereto in 


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writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors or committee thereof.

          Section 10.     Unless otherwise restricted by the certificate of
incorporation or these Bylaws, members of the Board of Directors or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee thereof, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

          Section 11.     The Board of Directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee who may replace any absent or disqualified member at any meeting of
the committee.

     In the absence or disqualification of a member of a committee, the member
or members 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.

     Any such committee, to the extent provided in the resolution of the Board
of Directors, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it, but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, 


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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, and, unless the resolution or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.


          Section 12.     Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

          Section 13.     Unless otherwise restricted by the certificate of
incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

          Section 14.     Unless otherwise restricted by the certificate of
incorporation or these Bylaws, any director or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.


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                                     ARTICLE IV
                                          
                                      NOTICES

          Section 1.      Whenever, under the provisions of statutes or of the
certificate of incorporation or of these Bylaws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

          Section 2.      Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
                                          
                                     ARTICLE V
                                          
                                      OFFICERS

          Section 1.      The officers of the corporation shall be chosen by the
Board of Directors and shall be a Chairman of the Board, a president, one or
more vice-presidents, a secretary and a chief financial officer. The Board of
Directors may elect from among its members a Vice Chairman of the Board and may
also choose one or more assistant secretaries and assistant treasurers. Any
number of offices may be held by the same person, unless the certificate of
incorporation or these Bylaws otherwise provide.

          Section 2.      The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose the officers of the corporation.


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          Section 3.      The Board of Directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

          Section 4.      The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.

          Section 5.      The officers of the corporation shall hold office
until their successors are duly elected and qualified. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.

          Section 6.      The Chairman of the Board shall preside at all
meetings of the Board of Directors and of the stockholders at which he shall be
present and shall have and may exercise such powers as are, from time to time,
assigned by the Board of Directors and as may be provided by law.

          Section 7.      In the absence of the Chairman of the Board, the Vice
Chairman, if any, shall preside at all meetings of the Board of Directors and of
the stockholders at which he shall be present. The Vice Chairman shall have and
may exercise such powers as are, from time to time, assigned by the Board of
Directors and as may be provided by law.

          Section 8.      The president shall be the general manager and chief
executive officer of the corporation, and in the absence of the Chairman and
Vice Chairman of the Board of Directors, shall preside at all meetings of the
stockholders and the Board of Directors. The president shall have general and
active management of the business of the 


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corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

          Section 9.      The president shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the corporation.

          Section 10.     In the absence of the president or in the event of his
inability or refusal to act, the vice president, if any, (or in the event there
be more than one vice president, the vice presidents in the order designated by
the directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

          Section 11.     The secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The secretary shall give or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors and
shall perform such other duties as may be prescribed by the Board of Directors
or president, under whose supervision he shall be. The secretary shall have
custody of the corporate seal of the corporation, and the secretary or an
assistant secretary shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of 


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such assistant secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

          Section 12.     The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the secretary or in the event of his or her inability or
refusal to act, perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

          Section 13.     The chief financial officer may also be designated by
the alternate title of "treasurer." The chief financial officer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the Board
of Directors.

          Section 14.     The chief financial officer shall disburse the funds
of the corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the president and the Board
of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as treasurer and of the financial
condition of the corporation.

          Section 15.     If required by the Board of Directors, the chief
financial officer shall give the corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all 


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books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.

          Section 16.     The assistant treasurer, or if there shall be more
than one, the assistant treasurers in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the chief financial officer or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the chief financial officer and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
                                          
                                     ARTICLE VI
                                          
                                       STOCK

          Section 1.      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 or Vice Chairman of the Board of Directors, or the president or a
vice president and the treasurer or an assistant treasurer, or the secretary or
an assistant secretary of the corporation, certifying the number of shares owned
by the shareholder in the corporation.

     Certificates may be issued for partly paid shares and in such case upon the
face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise 


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provided in Section 202 of the General Corporation Law of Delaware, in lieu of
the foregoing requirements, there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, 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.

          Section 2.      Any or all of the signatures on the certificate may be
facsimile. 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 by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

          Section 3.      The Board of Directors may direct a new certificate or
certificates to 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. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum 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.


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          Section 4.      Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

          Section 5.      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, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

          Section 6.      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 to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.


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<PAGE>
                                          
                                    ARTICLE VII
                                          
                                 GENERAL PROVISIONS

          Section 1.      Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.

          Section 2.      Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

          Section 3.      All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

          Section 4.      The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

          Section 5.      The Board of Directors may adopt a corporate seal
having inscribed thereon the name of the corporation, the year of its
organization and the words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.


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<PAGE>

          Section 6.      The corporation shall indemnify to the full extent
permitted by, and in the manner permissible under, the laws of the State of
Delaware any person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative, by reason
of the fact that he, his testator or intestate is or was a director of the
corporation or any predecessor of the corporation, or served any other
enterprise as a director or officer at the request of the corporation or any
predecessor of the corporation.

          Section 7.      Expenses incurred by a director of the corporation in
defending a civil or criminal action, suit or proceeding by reason of the fact
that he is or was a director of the corporation (or was serving at the
corporation's request as a director or officer of another enterprise or
corporation) shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized by relevant sections of the General Corporation Law of Delaware.

          Section 8.      Article VII, Sections 6 and 7 shall be deemed to be a
contract between the corporation and each director who serves in such capacity
at any time while this Bylaw is in effect, and any repeal or modification
thereof shall not affect any rights or obligations then existing with respect to
any state of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought based in whole or in part upon any
such state of facts.

          Section 9.      The Board of Directors in its discretion shall have
power on behalf of the corporation to indemnify any person, other than a
director, made a party to 


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<PAGE>

any action, suit or proceeding by reason of the fact that he, his testator or
intestate is or was an officer or employee of the corporation.

          Section 10.     The foregoing rights of indemnification shall not be
deemed exclusive of any other rights to which any director or officer may be
entitled apart from the provisions of Article VII, Sections 6, 7, 8, 9 and this
Section 10.
                                          
                                    ARTICLE VIII
                                          
                                     AMENDMENTS

          Section 1.      These Bylaws may be altered, amended or repealed or
new Bylaws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
Bylaws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.

          Section 2.      Notwithstanding any other provision in these Bylaws,
Sections 5, 12, 13, and 14 of Article II of these Bylaws and this Section 2
shall not be amended, modified or repealed, directly or indirectly except by
(i) the affirmative vote of two-thirds (2/3) or more of the Continuing Directors
("Continuing Director" shall mean any person then serving as a director of this
corporation (i) who was a member of the Board of Directors of this corporation
on October 24, 1991, or (ii) who becomes a director after October 24, 1991 and
whose election, or nomination for election by this corporation's stockholders,
was approved by a majority of the directors who at that time 


                                          22
<PAGE>

are Continuing Directors, either by a specific vote or by approval of the proxy
statement issued by this corporation on behalf of the Board of Directors in
which such person is named as nominee for director) and the approval of the
stockholders otherwise required by applicable law or these Bylaws for such
amendment; or (ii) the affirmative vote of the holders of a majority of the
capital stock entitled to vote.


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