<PAGE>
Exhibit 3.2(a)

                         Telex Communications, Inc.

                                  BY-LAWS

                As Amended and Restated on December 26, 1997

<PAGE>

                             TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                       PAGE
-------                                                                       ----
<S>                                                                           <C>
ARTICLE I                  STOCKHOLDERS.....................................     1
Section 1.01.     Annual Meetings...........................................     1
Section 1.02.     Special Meetings..........................................     1
Section 1.03.     Notice of Meetings; Waiver................................     2
Section 1.04.     Quorum....................................................     2
Section 1.05.     Voting....................................................     3
Section 1.06.     Voting by Ballot..........................................     3
Section 1.07.     Adjournment...............................................     3
Section 1.08.     Proxies...................................................     4
Section 1.09.     Organization; Procedure...................................     5
Section 1.10.     Consent of Stockholders in Lieu of Meeting................     5

ARTICLE II        BOARD OF DIRECTORS........................................     6
Section 2.01.     General Powers............................................     6
Section 2.02.     Number and Term of Office.................................     6
Section 2.03.     Election of Directors.....................................     6
Section 2.04.     Annual and Regular Meetings...............................     7
Section 2.05.     Special Meetings; Notice..................................     7
Section 2.06.     Quorum; Voting............................................     8
Section 2.07.     Adjournment...............................................     8
Section 2.08.     Action Without a Meeting..................................     8
Section 2.09.     Regulations; Manner of Acting.............................     8
Section 2.10.     Action by Telephonic Communications.......................     9
Section 2.11.     Resignations..............................................     9
Section 2.12.     Removal of Directors......................................     9
Section 2.13.     Vacancies and Newly Created Directorships.................     9
Section 2.14.     Compensation..............................................    10
Section 2.15.     Reliance on Accounts and
                                    Reports, etc............................    10

ARTICLE III       EXECUTIVE COMMITTEE AND OTHER
                           COMMITTEES.......................................    10
Section 3.01.     How Constituted...........................................    10
Section 3.02.     Powers....................................................    11
Section 3.03.     Proceedings...............................................    13
Section 3.04.     Quorum and Manner of Acting...............................    13
Section 3.05.     Action by Telephonic Communications.......................    14
Section 3.06.     Absent or Disqualified Members............................    14
Section 3.07.     Resignations..............................................    14
Section 3.08.     Removal...................................................    14
Section 3.09.     Vacancies.................................................    14

ARTICLE IV        OFFICERS..................................................    15
Section 4.01.     Number....................................................    15
Section 4.02.     Election..................................................    15
Section 4.03.     Salaries..................................................    15
Section 4.04.     Removal and Resignation; Vacancies........................    15
</TABLE>

<PAGE>

<TABLE>
<CAPTION
<S>                                                                             <C>
Section 4.05.     Authority and Duties of Officers..........................    16
Section 4.06.     The President.............................................    16
Section 4.07.     The Vice President........................................    17
Section 4.08.     The Secretary.............................................    17
Section 4.09.     Additional Officers.......................................    18
Section 4.10.     Security..................................................    19

ARTICLE V         CAPITAL STOCK.............................................    19
Section 5.01.     Certificates of Stock, Uncertificated Shares..............    19
Section 5.02.     Signatures; Facsimile.....................................    19
Section 5.03.     Lost, Stolen or Destroyed
                                    Certificates............................    20
Section 5.04.     Transfer of Stock.........................................    20
Section 5.05.     Record Date...............................................    21
Section 5.06.     Registered Stockholders...................................    22
Section 5.07.     Transfer Agent and Registrar..............................    22

ARTICLE VI        INDEMNIFICATION...........................................    23
Section 6.01.     Nature of Indemnity.......................................    23
Section 6.02.     Successful Defense........................................    24
Section 6.03.     Determination That Indemnification Is Proper..............    24
Section 6.04.     Advance Payment of Expenses...............................    25
Section 6.05.     Procedure for Indemnification of Directors and Officers...    25
Section 6.06.     Survival; Preservation of
                                    Other Rights............................    26
Section 6.07.     Insurance.................................................    27
Section 6.08.     Severability..............................................    28

ARTICLE VII                OFFICES..........................................    28
Section 7.01.     Registered Office.........................................    28
Section 7.02.     Other Offices.............................................    28

ARTICLE VIII               GENERAL PROVISIONS...............................    28
Section 8.01.     Dividends.................................................    28
Section 8.02.     Reserves..................................................    29
Section 8.03.     Execution of Instruments..................................    29
Section 8.04.     Corporate Indebtedness....................................    30
Section 8.05.     Deposits..................................................    30
Section 8.06.     Checks....................................................    30
Section 8.07.     Sale, Transfer, etc. of Securities........................    30
Section 8.08.     Voting as Stockholder.....................................    31
Section 8.09.     Fiscal Year...............................................    31
Section 8.10.     Seal......................................................    31
Section 8.11.     Books and Records; Inspection.............................    32

ARTICLE IX        AMENDMENT OF BY-LAWS......................................    32
Section 9.01.     Amendment.................................................    32

ARTICLE X         CONSTRUCTION..............................................    32
Section 10.01.    Construction..............................................    32
</TABLE>

<PAGE>

                         Telex Communications, Inc.

                                  BY-LAWS

                As Amended and Restated on December 26, 1997

                                 ARTICLE I

                                STOCKHOLDERS

            Section 1.01. Annual Meetings. The annual meeting of the
stockholders of the Corporation for the election of directors and for the
transaction of such other business as properly may come before such meeting
shall be held at such place, either within or without the State of
Delaware, during the first two weeks of May, on a day and at a time which
shall be determined by the Board, or at such other date and hour, as may be
fixed from time to time by resolution of the Board of Directors and set
forth in the notice or waiver of notice of the meeting.

            Section 1.02. Special Meetings. Special meetings of the
stockholders may be called at any time by the President (or, in the event
of his absence or disability, by the Vice President), or by the Board of
Directors. A special meeting shall be called by the President (or, in the
event of his absence or disability, by the Vice President), or by the
Secretary, immediately upon receipt of a written request therefor by
stockholders holding in the aggregate not less than a majority of the
outstanding shares of the Corporation at the time entitled to vote at any
meeting of the stockholders. If such officers or the Board of Directors
shall fail to call such meeting within twenty days after receipt of such
request, any stockholder executing such request may call such meeting. Such
special meetings of the stockholders shall be held at such places, within
or without the State of Delaware, as shall be specified in the respective
notices or waivers of notice thereof.

            Section 1.03. Notice of Meetings; Waiver. The Secretary or any
Assistant Secretary shall cause written notice of the place, date and hour
of each meeting of the stockholders, and, in the case of a special meeting,
the purpose or purposes for which such meeting is called, to be given
personally or by mail, not less than ten nor more than sixty days prior to
the meeting, to each stockholder of record entitled to vote at such
meeting. If such notice is mailed, it shall be deemed to have been given to
a stockholder when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the record of
stockholders of the Corporation, or, if he or she shall have filed with the
Secretary of the Corporation a written request that notices to him or her
be mailed to some other address, then directed to him or her at such other
address. Such further notice shall be given as may be required by law.

            No notice of any meeting of stockholders need be given to any
stockholder who submits a signed waiver of notice, whether before or after
the meeting. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the stockholders need be specified in a
written waiver of notice. The attendance of any

<PAGE>

stockholder at a meeting of stockholders shall constitute a waiver of
notice of such meeting, 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 on the ground that the meeting is not lawfully
called or convened.

            Section 1.04. Quorum. Except as otherwise required by law or by
the Certificate of Incorporation, the presence in person or by proxy of the
holders of record of a majority of the shares entitled to vote at a meeting
of stockholders shall constitute a quorum for the transaction of business
at such meeting.

            Section 1.05. Voting. If, pursuant to Section 5.05 of these
By-Laws, a record date has been fixed, every holder of record of shares
entitled to vote at a meeting of stockholders shall be entitled to one vote
for each share outstanding in his or her name on the books of the
Corporation at the close of business on such record date. If no record date
has been fixed, then every holder of record of shares entitled to vote at a
meeting of stockholders shall be entitled to one vote for each share of
stock standing in his or her name on the books of the Corporation at the
close of business on the day next preceding the day on which notice of the
meeting 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. Except as
otherwise required by law or by the Certificate of Incorporation or by
these By-Laws, the vote of a majority of the shares represented in person
or by proxy at any meeting at which a quorum is present shall be sufficient
for the transaction of any business at such meeting.

            Section 1.06. Voting by Ballot. No vote of the stockholders
need be taken by written ballot unless otherwise required by law. Any vote
which need not be taken by ballot may be conducted in any manner approved
by the meeting.

            Section 1.07. Adjournment. If a quorum is not present at any
meeting of the stockholders, the stockholders present in person or by proxy
shall have the power to adjourn any such meeting from time to time until a
quorum is present. Notice of any adjourned meeting of the stockholders of
the Corporation need not be given if the place, date and hour thereof are
announced at the meeting at which the adjournment is taken, provided,
however, that if the adjournment is for more than thirty days, or if after
the adjournment a new record date for the adjourned meeting is fixed
pursuant to Section 5.05 of these By-Laws, a notice of the adjourned
meeting, conforming to the requirements of Section 1.03 of these By-Laws,
shall be given to each stockholder of record entitled to vote at such
meeting. At any adjourned meeting at which a quorum is present, any
business may be transacted that might have been transacted on the original
date of the meeting.

            Section 1.08. Proxies. Any stockholder entitled to vote at any
meeting of the stockholders or to express consent to or dissent from
corporate action in writing without a meeting may authorize another person
or persons to vote at any such meeting and express such consent or dissent
for him or her by proxy. A stockholder may authorize a valid proxy by
executing a written instrument signed by such stockholder, or by causing
his or her signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature, or by transmitting
or authorizing the


                                     2
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transmission of a telegram, cablegram or other means of electronic
transmission to the person designated as the holder of the proxy, a proxy
solicitation firm or a like authorized agent. No such proxy shall be voted
or acted upon after the expiration of three years from the date of such
proxy, unless such proxy provides for a longer period. Every proxy shall be
revocable at the pleasure of the stockholder executing it, except in those
cases where applicable law provides that a proxy shall be irrevocable. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking
the proxy or by filing another duly executed proxy bearing a later date
with the Secretary. Proxies by telegram, cablegram or other electronic
transmission must either set forth or be submitted with information from
which it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder. Any copy, facsimile
telecommunication or other reliable reproduction of a writing or
transmission created pursuant to this section may be substituted or used in
lieu of the original writing or transmission for any and all purposes for
which the original writing or transmission could be used, provided that
such copy, facsimile telecommunication or other reproduction shall be a
complete reproduction of the entire original writing or transmission.

            Section 1.09. Organization; Procedure. At every meeting of
stockholders the presiding officer shall be the President or, in the event
of his absence or disability, a presiding officer chosen by a majority of
the stockholders present in person or by proxy. The Secretary, or in the
event of his or her absence or disability, the Assistant Secretary, if any,
or if there be no Assistant Secretary, in the absence of the Secretary, an
appointee of the presiding officer, shall act as Secretary of the meeting.
The order of business and all other matters of procedure at every meeting
of stockholders may be determined by such presiding officer.

            Section 1.10. Consent of Stockholders in Lieu of Meeting. To
the fullest extent permitted by law, whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken for or in connection
with any corporate action, such action may be taken without a meeting,
without prior notice and without a vote of stockholders, if a consent or
consents 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 and
shall be 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
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail,
return receipt requested.

            Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective
to take the corporate action referred to therein unless, within sixty days
of the earliest dated consent delivered in the manner required by law to
the Corporation, written consents signed by a sufficient number of holders
to take action are delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of
business, or an officer or


                                     3
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agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail,
return receipt requested.

                                 ARTICLE II

                             BOARD OF DIRECTORS

            Section 2.01. General Powers. Except as may otherwise be
provided by law, by the Certificate of Incorporation or by these By-Laws,
the property, affairs and business of the Corporation shall be managed by
or under the direction of the Board of Directors and the Board of Directors
may exercise all the powers of the Corporation.

            Section 2.02. Number and Term of Office. The number of
Directors constituting the entire Board of Directors shall be three, which
number may be modified from time to time by resolution of the Board of
Directors, but in no event shall the number of Directors be less than one.
Each Director (whenever elected) shall hold office until his or her
successor has been duly elected and qualified, or until his or her earlier
death, resignation or removal.

            Section 2.03. Election of Directors. Except as otherwise
provided in Sections 2.12 and 2.13 of these By-Laws, the Directors shall be
elected at each annual meeting of the stockholders. If the annual meeting
for the election of Directors is not held on the date designated therefor,
the Directors shall cause the meeting to be held as soon thereafter as
convenient. At each meeting of the stockholders for the election of
Directors, provided a quorum is present, the Directors shall be elected by
a plurality of the votes validly cast in such election.

            Section 2.04. Annual and Regular Meetings. The annual meeting
of the Board of Directors for the purpose of electing officers and for the
transaction of such other business as may come before the meeting shall be
held as soon as possible following adjournment of the annual meeting of the
stockholders at the place of such annual meeting of the stockholders.
Notice of such annual meeting of the Board of Directors need not be given.
The Board of Directors from time to time may by resolution provide for the
holding of regular meetings and fix the place (which may be within or
without the State of Delaware) and the date and hour of such meetings.
Notice of regular meetings need not be given, provided, however, that if
the Board of Directors shall fix or change the time or place of any regular
meeting, notice of such action shall be mailed promptly, or sent by
telegram, radio or cable, to each Director who shall not have been present
at the meeting at which such action was taken, addressed to him or her at
his or her usual place of business, or shall be delivered to him or her
personally. Notice of such action need not be given to any Director who
attends the first regular meeting after such action is taken without
protesting the lack of notice to him or her, prior to or at the
commencement of such meeting, or to any Director who submits a signed
waiver of notice, whether before or after such meeting.


                                     4
<PAGE>

            Section 2.05. Special Meetings; Notice. Special meetings of the
Board of Directors shall be held whenever called by any two directors or by
the President or, in the event of his absence or disability, by any Vice
President, at such place (within or without the State of Delaware), date
and hour as may be specified in the respective notices or waivers of notice
of such meetings. Special meetings of the Board of Directors may be called
on twenty-four hours' notice, if notice is given to each Director
personally or by telephone or telegram, or on five days' notice, if notice
is mailed to each Director, addressed to him or her at his or her usual
place of business. Notice of any special meeting need not be given to any
Director who attends such meeting without protesting the lack of notice to
him or her, prior to or at the commencement of such meeting, or to any
Director who submits a signed waiver of notice, whether before or after
such meeting, and any business may be transacted thereat.

            Section 2.06. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the total authorized number of
Directors shall constitute a quorum for the transaction of business. Except
as otherwise required by law, the vote of a majority of the Directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors.

            Section 2.07. Adjournment. A majority of the Directors present,
whether or not a quorum is present, may adjourn any meeting of the Board of
Directors to another time or place. No notice need be given of any
adjourned meeting unless the time and place of the adjourned meeting are
not announced at the time of adjournment, in which case notice conforming
to the requirements of Section 2.05 of these By-Laws shall be given to each
Director.

            Section 2.08. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board of Directors consent thereto
in writing, and such writing or writings are filed with the minutes of
proceedings of the Board of Directors.

            Section 2.09. Regulations; Manner of Acting. To the extent
consistent with applicable law, the Certificate of Incorporation and these
By-Laws, the Board of Directors may adopt such rules and regulations for
the conduct of meetings of the Board of Directors and for the management of
the property, affairs and business of the Corporation as the Board of
Directors may deem appropriate. The Directors shall act only as a Board,
and the individual Directors shall have no power as such.

            Section 2.10. Action by Telephonic Communications. Members of
the Board of Directors may participate in a meeting of the Board of
Directors 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 pursuant to this provision
shall constitute presence in person at such meeting.

            Section 2.11. Resignations. Any Director may resign at any time
by delivering a written notice of resignation, signed by such Director, to
the President or the


                                     5
<PAGE>

Secretary. Unless otherwise specified therein, such resignation shall take
effect upon delivery.

            Section 2.12. Removal of Directors. Any Director may be removed
at any time, either for or without cause, upon the affirmative vote of the
holders of a majority of the outstanding shares of stock of the Corporation
entitled to vote for the election of such Director. Any vacancy in the
Board of Directors caused by any such removal may be filled at such meeting
by the stockholders entitled to vote for the election of the Director so
removed. If such stockholders do not fill such vacancy at such meeting (or
in the written instrument effecting such removal, if such removal was
effected by consent without a meeting), such vacancy may be filled in the
manner provided in Section 2.13 of these By-Laws.

            Section 2.13. Vacancies and Newly Created Directorships. If any
vacancies shall occur in the Board of Directors, by reason of death,
resignation, removal or otherwise, or if the authorized number of Directors
shall be increased, the Directors then in office shall continue to act, and
such vacancies and newly created directorships may be filled by a majority
of the Directors then in office, although less than a quorum. A Director
elected to fill a vacancy or a newly created directorship shall hold office
until his or her successor has been elected and qualified or until his or
her earlier death, resignation or removal. Any such vacancy or newly
created directorship may also be filled at any time by vote of the
stockholders.

            Section 2.14. Compensation. The amount, if any, which each
Director shall be entitled to receive as compensation for his or her
services as such shall be fixed from time to time by resolution of the
Board of Directors.

            Section 2.15. Reliance on Accounts and Reports, etc. A
Director, or a member of any Committee designated by the Board of Directors
shall, in the performance of his or her duties, be fully protected in
relying in good faith upon the records of the Corporation and upon
information, opinions, reports or statements presented to the Corporation
by any of the Corporation's officers or employees, or Committees designated
by the Board of Directors, or by any other person as to the matters the
member reasonably believes are within such other person's professional or
expert competence and who has been selected with reasonable care by or on
behalf of the Corporation.

                                ARTICLE III

                  EXECUTIVE COMMITTEE AND OTHER COMMITTEES

            Section 3.01. How Constituted. The Board of Directors may, by
resolution adopted by a majority of the whole Board, designate one or more
Committees, including an Executive Committee, each such Committee to
consist of such number of Directors as from time to time may be fixed by
the Board of Directors. The Board of Directors may designate one or more
Directors as alternate members of any such Committee, who may replace any
absent or disqualified member or members at any meeting of such Committee.
Thereafter, members (and alternate members, if any) of


                                     6
<PAGE>

each such Committee may be designated at the annual meeting of the Board of
Directors. Any such Committee may be abolished or re-designated from time
to time by the Board of Directors. Each member (and each alternate member)
of any such Committee (whether designated at an annual meeting of the Board
of Directors or to fill a vacancy or otherwise) shall hold office until his
or her successor shall have been designated or until he or she shall cease
to be a Director, or until his or her earlier death, resignation or
removal.

            Section 3.02. Powers. During the intervals between the meetings
of the Board of Directors, the Executive Committee, except as otherwise
provided in this section, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the property,
affairs and business of the Corporation, including the power to declare
dividends and to authorize the issuance of stock. Each such other
Committee, except as otherwise provided in this section, shall have and may
exercise such powers of the Board of Directors as may be provided by
resolution or resolutions of the Board of Directors. Neither the Executive
Committee nor any such other Committee shall have the power or authority:

            (a) to amend 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 as provided in Section 151(a) of the General
      Corporation Law, 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);

            (b) to adopt an agreement of merger or consolidation;

            (c) to recommend to the stockholders the sale, lease or
      exchange of all or substantially all of the Corporation's property
      and assets;

            (d) to recommend to the stockholders a dissolution of the
      Corporation or a revocation of a dissolution;

            (e) to amend the By-Laws of the Corporation;

            (f) to remove any President, Vice President, Assistant
      Secretary or Assistant Treasurer of the Corporation;

            (g) to authorize the borrowing of funds, other than under
      existing facilities, that is material to the capital structure of the
      Corporation;

            (h) to appoint or discharge the Corporation's independent
      public accountants;


                                     7
<PAGE>

            (i) to authorize the annual operating plan, annual capital
      expenditure plan and strategic plan;

            (j) to abolish or usurp the authority of the Board of
      Directors;

The Executive Committee shall have, and any such other Committee may be
granted by the Board of Directors, power to authorize the seal of the
Corporation to be affixed to any or all papers which may require it.

            Section 3.03. Proceedings. Each such Committee may fix its own
rules of procedure and may meet at such place (within or without the State
of Delaware), at such time and upon such notice, if any, as it shall
determine from time to time. Each such Committee shall keep minutes of its
proceedings and shall report such proceedings to the Board of Directors at
the meeting of the Board of Directors next following any such proceedings.

            Section 3.04. Quorum and Manner of Acting. Except as may be
otherwise provided in the resolution creating such Committee, at all
meetings of any Committee the presence of members (or alternate members)
constituting a majority of the total authorized membership of such
Committee shall constitute a quorum for the transaction of business. The
act of the majority of the members present at any meeting at which a quorum
is present shall be the act of such Committee. Any action required or
permitted to be taken at any meeting of any such Committee may be taken
without a meeting, if all members of such Committee shall consent to such
action in writing and such writing or writings are filed with the minutes
of the proceedings of the Committee. The members of any such Committee
shall act only as a Committee, and the individual members of such Committee
shall have no power as such.

            Section 3.05. Action by Telephonic Communications. Members of
any Committee designated by the Board of Directors may participate in a
meeting of such Committee 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 pursuant to
this provision shall constitute presence in person at such meeting.

            Section 3.06. Absent or Disqualified Members. In the absence or
disqualification of a member of any Committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or
not he, she 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.

            Section 3.07. Resignations. Any member (and any alternate
member) of any Committee may resign at any time by delivering a written
notice of resignation, signed by such member, to the Chairman or the
President. Unless otherwise specified therein, such resignation shall take
effect upon delivery.

            Section 3.08. Removal. Any member (and any alternate member) of
any Committee may be removed from his or her position as a member (or
alternate member,


                                     8
<PAGE>

as the case may be) of such Committee at any time, either for or without
cause, by resolution adopted by a majority of the whole Board of Directors.

            Section 3.09. Vacancies. If any vacancy shall occur in any
Committee, by reason of disqualification, death, resignation, removal or
otherwise, the remaining members (and any alternate members) shall continue
to act, and any such vacancy may be filled by the Board of Directors.

                                 ARTICLE IV

                                  OFFICERS

            Section 4.01. Number. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Vice President
and a Secretary. The Board of Directors also may elect one or more
Assistant Secretaries and Assistant Treasurers in such numbers as the Board
of Directors may determine. Any number of offices may be held by the same
person. No officer need be a Director of the Corporation.

            Section 4.02. Election. Unless otherwise determined by the
Board of Directors, the officers of the Corporation shall be elected by the
Board of Directors at the annual meeting of the Board of Directors, and
shall be elected to hold office until the next succeeding annual meeting of
the Board of Directors. In the event of the failure to elect officers at
such annual meeting, officers may be elected at any regular or special
meeting of the Board of Directors. Each officer shall hold office until his
successor has been elected and qualified, or until his earlier death,
resignation or removal.

            Section 4.03. Salaries. The salaries of all officers and agents
of the Corporation shall be fixed by the Board of Directors.

            Section 4.04. Removal and Resignation; Vacancies. Any officer
may be removed for or without cause at any time by the Board of Directors.
Any officer may resign at any time by delivering a written notice of
resignation, signed by such officer, to the Board of Directors or the
President. Unless otherwise specified therein, such resignation shall take
effect upon delivery. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise, shall be filled by
the Board of Directors.

            Section 4.05. Authority and Duties of Officers. The officers of
the Corporation shall have such authority and shall exercise such powers
and perform such duties as may be specified in these By-Laws, except that
in any event each officer shall exercise such powers and perform such
duties as may be required by law.

            Section 4.06. The President. The President shall preside at all
meetings of the stockholders and directors at which he or she is present,
shall be the chief executive officer and the chief operating officer of the
Corporation, shall have general control and supervision of the policies and
operations of the Corporation and shall see that all orders


                                     9
<PAGE>

and resolutions of the Board of Directors are carried into effect. He or
she shall manage and administer the Corporation's business and affairs and
shall also perform all duties and exercise all powers usually pertaining to
the office of a chief executive officer and a chief operating officer of a
corporation. He or she shall have the authority to sign, in the name and on
behalf of the Corporation, checks, orders, contracts, leases, notes, drafts
and other documents and instruments in connection with the business of the
Corporation, and together with the Secretary or an Assistant Secretary,
conveyances of real estate and other documents and instruments to which the
seal of the Corporation is affixed. He or she shall have the authority to
cause the employment or appointment of such employees and agents of the
Corporation as the conduct of the business of the Corporation may require,
to fix their compensation, and to remove or suspend any employee or agent
elected or appointed by the President or the Board of Directors. The
President shall perform such other duties and have such other powers as the
Board of Directors or the Chairman may from time to time prescribe.

            Section 4.07. The Vice President. Each Vice President shall
perform such duties and exercise such powers as may be assigned to him from
time to time by the President. In the absence of the President, the duties
of the President shall be performed and his powers may be exercised by such
Vice President as shall be designated by the President, or failing such
designation, such duties shall be performed and such powers may be
exercised by each Vice President in the order of their earliest election to
that office; subject in any case to review and superseding action by the
President.

            Section 4.08. The Secretary. The Secretary shall have the
following powers and duties:

            (a) He or she shall keep or cause to be kept a record of all
      the proceedings of the meetings of the stockholders and of the Board
      of Directors in books provided for that purpose.

            (b) He or she shall cause all notices to be duly given in
      accordance with the provisions of these By-Laws and as required by
      law.

            (c) Whenever any Committee shall be appointed pursuant to a
      resolution of the Board of Directors, he or she shall furnish a copy
      of such resolution to the members of such Committee.

            (d) He or she shall be the custodian of the records and of the
      seal of the Corporation and cause such seal (or a facsimile thereof)
      to be affixed to all certificates representing shares of the
      Corporation prior to the issuance thereof and to all instruments the
      execution of which on behalf of the Corporation under its seal shall
      have been duly authorized in accordance with these By-Laws, and when
      so affixed he or she may attest the same.

            (e) He or she shall properly maintain and file all books,
      reports, statements, certificates and all other documents and records
      required by law, the Certificate of Incorporation or these By-Laws.


                                    10
<PAGE>

            (f) He or she shall have charge of the stock books and ledgers
      of the Corporation and shall cause the stock and transfer books to be
      kept in such manner as to show at any time the number of shares of
      stock of the Corporation of each class issued and outstanding, the
      names (alphabetically arranged) and the addresses of the holders of
      record of such shares, the number of shares held by each holder and
      the date as of which each became such holder of record.

            (g) He or she shall sign (unless the Treasurer, an Assistant
      Treasurer or an Assistant Secretary shall have signed) certificates
      representing shares of the Corporation the issuance of which shall
      have been authorized by the Board of Directors.

            (h) He or she shall perform, in general, all duties incident to
      the office of secretary and such other duties as may be specified in
      these By-Laws or as may be assigned to him or her from time to time
      by the Board of Directors, or the President.

            Section 4.09. Additional Officers. The Board of Directors may
appoint such other officers and agents as it may deem appropriate, and such
other officers and agents shall hold their offices for such terms and shall
exercise such powers and perform such duties as may be determined from time
to time by the Board of Directors. The Board of Directors from time to time
may delegate to any officer or agent the power to appoint subordinate
officers or agents and to prescribe their respective rights, terms of
office, authorities and duties. Any such officer or agent may remove any
such subordinate officer or agent appointed by him or her, for or without
cause.

            Section 4.10. Security. The Board of Directors may require any
officer, agent or employee of the Corporation to provide security for the
faithful performance of his or her duties, in such amount and of such
character as may be determined from time to time by the Board of Directors.

                                 ARTICLE V

                               CAPITAL STOCK

            Section 5.01. Certificates of Stock, Uncertificated Shares. The
shares of the Corporation shall be represented by certificates, provided
that the Board of Directors may provide by resolution or resolutions that
some or all of any or all classes or series of the stock of the Corporation
shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until each certificate is surrendered
to the Corporation. Notwithstanding the adoption of such a resolution by
the Board of Directors, every holder of stock in the Corporation
represented by certificates and upon request every holder of uncertificated
shares shall be entitled to have a certificate signed by, or in the name of
the Corporation, by the President or a Vice President, and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
representing the number of shares registered in certificate form. Such
certificate shall be


                                    11
<PAGE>

in such form as the Board of Directors may determine, to the extent
consistent with applicable law, the Certificate of Incorporation and these
By-Laws.

            Section 5.02. Signatures; Facsimile. All of such signatures on
the certificate referred to in Section 5.01 of these By-Laws may be a
facsimile, engraved or printed, to the extent permitted by law. 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 or she were
such officer, transfer agent or registrar at the date of issue.

            Section 5.03. Lost, Stolen or Destroyed Certificates. The Board
of Directors may direct that a new certificate be issued in place of any
certificate theretofore issued by the Corporation alleged to have been
lost, stolen or destroyed, upon delivery to the Board of Directors of an
affidavit of the owner or owners of such certificate, setting forth such
allegation. The Board of Directors may require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any
such certificate or the issuance of any such new certificate.

            Section 5.04. Transfer of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for
shares, duly endorsed or accompanied by appropriate evidence of succession,
assignment or authority to transfer, the Corporation shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books. Within a reasonable time after the
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 Sections
151, 156, 202(a) or 218(a) of the General Corporation Law of the State of
Delaware. Subject to the provisions of the Certificate of Incorporation and
these By-Laws, the Board of Directors may prescribe such additional rules
and regulations as it may deem appropriate relating to the issue, transfer
and registration of shares of the Corporation.

            Section 5.05. Record Date. In order to 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 on
which the resolution fixing the record date is adopted by the Board of
Directors, and which shall not be more than sixty nor less than ten days
before the date of such meeting. 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.

            In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the
Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution


                                    12
<PAGE>

fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. If no record
date has been fixed by the Board of Directors, 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 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 meetings of stockholders
are recorded. Delivery made to the Corporation's registered office 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 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 day on which the Board of
Directors adopts the resolution taking such prior action.

            In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or
allotment of any rights of 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 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 days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

            Section 5.06. Registered Stockholders. Prior to due surrender
of a certificate for registration of transfer, the Corporation may treat
the registered owner as the person exclusively entitled to receive
dividends and other distributions, to vote, to receive notice and otherwise
to exercise all the rights and powers of the owner of the shares
represented by such certificate, and the Corporation shall not be bound to
recognize any equitable or legal claim to or interest in such shares on the
part of any other person, whether or not the Corporation shall have notice
of such claim or interests. Whenever any transfer of shares shall be made
for collateral security, and not absolutely, it shall be so expressed in
the entry of the transfer if, when the certificates are presented to the
Corporation for transfer or uncertificated shares are requested to be
transferred, both the transferor and transferee request the Corporation to
do so.

            Section 5.07. Transfer Agent and Registrar. The Board of
Directors may appoint one or more transfer agents and one or more
registrars, and may require all certificates representing shares to bear
the signature of any such transfer agents or registrars.


                                    13
<PAGE>

                                 ARTICLE VI

                              INDEMNIFICATION

            Section 6.01. Nature of Indemnity. The Corporation shall
indemnify 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 (a
"Proceeding"), whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was or has agreed to become a
director or officer of the Corporation, or is or was serving or has agreed
to serve at the request of the Corporation as a director or officer, of
another corporation, partnership, joint venture, trust or other enterprise,
or by reason of any action alleged to have been taken or omitted in such
capacity, and may indemnify any person who was or is a party or is
threatened to be made a party to such an action, suit or proceeding by
reason of the fact that he or she is or was or has agreed to become an
employee or agent of the Corporation, or is or was serving or has agreed to
serve at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her or on his or her
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding had no
reasonable cause to believe his or her conduct was unlawful; except that in
the case of an action or suit by or in the right of the Corporation to
procure a judgment in its favor (1) such indemnification shall be limited
to expenses (including attorneys' fees) actually and reasonably incurred by
such person in the defense or settlement of such action or suit, and (2) no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court
of Chancery or such other court shall deem proper.

            The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

            Section 6.02. Successful Defense. To the extent that a
director, officer, employee or agent of the Corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding
referred to in Section 6.01 of these By-Laws or in defense of any claim,
issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her
in connection therewith.

            Section 6.03. Determination That Indemnification Is Proper. Any
indemnification of a director or officer of the Corporation under Section
6.01 of these By-Laws (unless ordered by a court) shall be made by the
Corporation unless a determination is made that indemnification of the
director or officer is not proper in the


                                    14
<PAGE>

circumstances because he or she has not met the applicable standard of
conduct set forth in Section 6.01 of these By-Laws. Any indemnification of
an employee or agent of the Corporation under Section 6.01 of these By-Laws
(unless ordered by a court) may be made by the Corporation upon a
determination that indemnification of the employee or agent is proper in
the circumstances because he or she has met the applicable standard of
conduct set forth in Section 6.01 of these By-Laws. Any such determination
shall be made (1) by a majority vote of the Directors who are not parties
to such action, suit or proceeding, even though less than a quorum, or (2)
if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the stockholders.

            Section 6.04. Advance Payment of Expenses. Expenses (including
attorneys' fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding 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 the director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the
Corporation as authorized in this Article. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the Board of Directors deems
appropriate. The Board of Directors may authorize the Corporation's counsel
to represent such director, officer, employee or agent in any action, suit
or proceeding, whether or not the Corporation is a party to such action,
suit or proceeding.

            Section 6.05. Procedure for Indemnification of Directors and
Officers. Any indemnification of a director or officer of the Corporation
under Sections 6.01 and 6.02 of these By-Laws, or advance of costs, charges
and expenses to a director or officer under Section 6.04 of these By-Laws,
shall be made promptly, and in any event within thirty days, upon the
written request of the director or officer. If a determination by the
Corporation that the director or officer is entitled to indemnification
pursuant to this Article is required, and the Corporation fails to respond
within sixty days to a written request for indemnity, the Corporation shall
be deemed to have approved such request. If the Corporation denies a
written request for indemnity or advancement of expenses, in whole or in
part, or if payment in full pursuant to such request is not made within
thirty days, the right to indemnification or advances as granted by this
Article shall be enforceable by the director or officer in any court of
competent jurisdiction. Such person's costs and expenses incurred in
connection with successfully establishing his right to indemnification, in
whole or in part, in any such action shall also be indemnified by the
Corporation. It shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of costs, charges and expenses
under Section 6.04 of these By-Laws where the required undertaking, if any,
has been received by or tendered to the Corporation) that the claimant has
not met the standard of conduct set forth in Section


                                    15
<PAGE>

6.01 of these By-Laws, but the burden of proving such defense shall be on
the Corporation. Neither the failure of the Corporation (including its
Board of Directors, its independent legal counsel, and 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 forth in Section 6.01 of
these By-Laws, nor the fact that there has been an actual determination by
the Corporation (including its Board of Directors, its independent legal
counsel, and its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of
conduct.

            Section 6.06. Survival; Preservation of Other Rights. The
foregoing indemnification provisions shall be deemed to be a contract
between the Corporation and each director, officer, employee and agent who
serves in any such capacity at any time while these provisions as well as
the relevant provisions of the Delaware Corporation Law are in effect and
any repeal or modification thereof shall not affect any right or obligation
then existing with respect to any state of facts then or previously
existing or any action, suit or proceeding previously or thereafter brought
or threatened based in whole or in part upon any such state of facts. Such
a "contract right" may not be modified retroactively without the consent of
such director, officer, employee or agent.

            The indemnification provided by this Article VI shall not be
deemed exclusive of any other rights to which those indemnified may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

            Section 6.07. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was or has agreed to
become a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him or her and incurred by him or her or on
his or her behalf in any such capacity, or arising out of his or her status
as such, whether or not the Corporation would have the power to indemnify
him or her against such liability under the provisions of this Article,
provided that such insurance is available on acceptable terms, which
determination shall be made by a vote of a majority of the entire Board of
Directors.

            Section 6.08. Severability. If this Article or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each
director or officer and may indemnify each employee or agent of the
Corporation as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action,
suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation,
to the fullest extent permitted by any applicable portion of this Article
that shall not have been invalidated and to the fullest extent permitted by
applicable law.


                                    16
<PAGE>

                                ARTICLE VII

                                  OFFICES

            Section 7.01. Registered Office. The registered office of the
Corporation in the State of Delaware shall be located at Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle.

            Section 7.02. Other Offices. The Corporation may maintain
offices or places of business at such other locations within or without the
State of Delaware as the Board of Directors may from time to time determine
or as the business of the Corporation may require.

                                ARTICLE VIII

                             GENERAL PROVISIONS

            Section 8.01. Dividends. Subject to any applicable provisions
of law and the Certificate of Incorporation, dividends upon the shares of
the Corporation may be declared by the Board of Directors at any regular or
special meeting of the Board of Directors and any such dividend may be paid
in cash, property, or shares of the Corporation's Capital Stock.

            A member of the Board of Directors, or a member of any
Committee designated by the Board of Directors shall be fully protected in
relying in good faith upon the records of the Corporation and upon such
information, opinions, reports or statements presented to the Corporation
by any of its officers or employees, or Committees of the Board of
Directors, or by any other person as to matters the Director reasonably
believes are within such other person's professional or expert competence
and who has been selected with reasonable care by or on behalf of the
Corporation, as to the value and amount of the assets, liabilities and/or
net profits of the Corporation, or any other facts pertinent to the
existence and amount of surplus or other funds from which dividends might
properly be declared and paid.

            Section 8.02. Reserves. 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 its absolute discretion, thinks 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
interest of the Corporation, and the Board of Directors may similarly
modify or abolish any such reserve.

            Section 8.03. Execution of Instruments. The President, any Vice
President, the Secretary or the Treasurer may enter into any contract or
execute and deliver any instrument in the name and on behalf of the
Corporation. The Board of Directors or the President may authorize any
other officer or agent to enter into any contract or execute and deliver
any instrument in the name and on behalf of the Corporation. Any such
authorization may be general or limited to specific contracts or
instruments.


                                    17
<PAGE>

            Section 8.04. Corporate Indebtedness. No loan shall be
contracted on behalf of the Corporation, and no evidence of indebtedness
shall be issued in its name, unless authorized by the Board of Directors or
the President. Such authorization may be general or confined to specific
instances. Loans so authorized may be effected at any time for the
Corporation from any bank, trust company or other institution, or from any
firm, corporation or individual. All bonds, debentures, notes and other
obligations or evidences of indebtedness of the Corporation issued for such
loans shall be made, executed and delivered as the Board of Directors or
the President shall authorize. When so authorized by the Board of Directors
or the President, any part of or all the properties, including contract
rights, assets, business or good will of the Corporation, whether then
owned or thereafter acquired, may be mortgaged, pledged, hypothecated or
conveyed or assigned in trust as security for the payment of such bonds,
debentures, notes and other obligations or evidences of indebtedness of the
Corporation, and of the interest thereon, by instruments executed and
delivered in the name of the Corporation.

            Section 8.05. Deposits. Any funds of the Corporation may be
deposited from time to time in such banks, trust companies or other
depositaries as may be determined by the Board of Directors or the
President, or by such officers or agents as may be authorized by the Board
of Directors or the President to make such determination.

            Section 8.06. Checks. All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers or such
agent or agents of the Corporation, and in such manner, as the Board of
Directors or the President from time to time may determine.

            Section 8.07. Sale, Transfer, etc. of Securities. To the extent
authorized by the Board of Directors or by the President, any Vice
President, the Secretary or the Treasurer or any other officers designated
by the Board of Directors or the President may sell, transfer, endorse, and
assign any shares of stock, bonds or other securities owned by or held in
the name of the Corporation, and may make, execute and deliver in the name
of the Corporation, under its corporate seal, any instruments that may be
appropriate to effect any such sale, transfer, endorsement or assignment.

            Section 8.08. Voting as Stockholder. Unless otherwise
determined by resolution of the Board of Directors, the President or any
Vice President shall have full power and authority on behalf of the
Corporation to attend any meeting of stockholders of any corporation in
which the Corporation may hold stock, and to act, vote (or execute proxies
to vote) and exercise in person or by proxy all other rights, powers and
privileges incident to the ownership of such stock. Such officers acting on
behalf of the Corporation shall have full power and authority to execute
any instrument expressing consent to or dissent from any action of any such
corporation without a meeting. The Board of Directors may by resolution
from time to time confer such power and authority upon any other person or
persons.

            Section 8.09. Fiscal Year. The fiscal year of the Corporation
shall commence on the first day of January of each year (except for the
Corporation's first


                                    18
<PAGE>

fiscal year which shall commence on the date of incorporation) and shall
terminate in each case on December 31.

            Section 8.10. Seal. The seal of the Corporation shall be
circular in form and shall contain the name of the Corporation, the year of
its incorporation and the words "Corporate Seal" and "Delaware". The form
of such seal shall be subject to alteration by the Board of Directors. The
seal may be used by causing it or a facsimile thereof to be impressed,
affixed or reproduced, or may be used in any other lawful manner.

            Section 8.11. Books and Records; Inspection. Except to the
extent otherwise required by law, the books and records of the Corporation
shall be kept at such place or places within or without the State of
Delaware as may be determined from time to time by the Board of Directors.

                                 ARTICLE IX

                            AMENDMENT OF BY-LAWS

            Section 9.01. Amendment. These By-Laws may be amended, altered
or repealed

            (a) by resolution adopted by a majority of the Board of
      Directors at any special or regular meeting of the Board if, in the
      case of such special meeting only, notice of such amendment,
      alteration or repeal is contained in the notice or waiver of notice
      of such meeting; or

            (b) at any regular or special meeting of the stockholders if,
      in the case of such special meeting only, notice of such amendment,
      alteration or repeal is contained in the notice or waiver of notice
      of such meeting.

                                 ARTICLE X

                                CONSTRUCTION

            Section 10.01. Construction. In the event of any conflict
between the provisions of these By-Laws as in effect from time to time and
the provisions of the Certificate of Incorporation of the Corporation as in
effect from time to time, the provisions of such Certificate of
Incorporation shall be controlling.


                                    19