Conformed to reflect all amendments
                                                           through June 18, 2002











                                   B Y L A W S

                                       O F

                         WORLDPORT COMMUNICATIONS, INC.




                             A Delaware Corporation



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                                TABLE OF CONTENTS

ARTICLE I - Offices............................................................5

         Section 1.01.  Offices................................................5

ARTICLE II - Shares............................................................5

         Section 2.01.  Shares.................................................5

ARTICLE III - Preemptive Rights................................................5

         Section 3.01.  Preemptive Rights......................................5

ARTICLE IV - Perpetual Existence...............................................6

         Section 4.01.  Perpetual Existence....................................6

ARTICLE V - Non-Liability of Shareholders......................................6

         Section 5.01.  Non-Liability of Shareholders..........................6

ARTICLE VI - Indemnification...................................................6

         Section 6.01.  Indemnification........................................6

ARTICLE VII - Meeting of Shareholders..........................................6

         Section 7.01.  Place of Meeting.......................................6
         Section 7.02.  Annual Meeting.........................................6
         Section 7.03.  Special Meetings.......................................6
         Section 7.04.  Notice of Meetings.....................................7
         Section 7.05.  Quorum, Manner of Acting and Adjournment...............7
         Section 7.06.  Organization...........................................7
         Section 7.07.  Notice of Business.....................................7
         Section 7.08.  Voting; Proxies........................................8
         Section 7.09.  Voting Lists...........................................9
         Section 7.10.  Consent of Shareholders in Lieu of Meeting.............9

ARTICLE VIII - Board of Directors..............................................9

         Section 8.01.  Powers.................................................9
         Section 8.02.  Number, Term of Office and Qualification..............10
         Section 8.03.  Nomination of Directors...............................10
         Section 8.04.  Vacancies.............................................11

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         Section 8.05.  Resignations..........................................11
         Section 8.06.  Organization..........................................11
         Section 8.07.  Place of Meeting......................................12
         Section 8.08.  Organization Meeting..................................12
         Section 8.09.  Regular Meetings......................................12
         Section 8.10.  Special Meetings......................................12
         Section 8.11.  Quorum, Manner of Acting and Adjournment..............12
         Section 8.12.  Action by Unanimous Written Consent...................13
         Section 8.13.  Interested Directors or Officers......................13
         Section 8.14.  Compensation..........................................13
         Section 8.15.  Committees............................................13

ARTICLE IX - Notices - Waivers - Meetings.....................................14

         Section 9.01.  What Constitutes Notice...............................14
         Section 9.02.  Waivers of Notice.....................................14
         Section 9.03.  Conference Telephone Meetings.........................14

ARTICLE X - Officers..........................................................15

         Section 10.01.  Number, Qualifications and Designation...............15
         Section 10.02.  Election and Term of Office..........................15
         Section 10.03.  Subordinate Officers, Committees and Agents..........15
         Section 10.04.  Resignations.........................................15
         Section 10.05.  Removal..............................................15
         Section 10.06.  Vacancies............................................15
         Section 10.07.  General Powers.......................................15
         Section 10.08.  The President........................................16
         Section 10.09.  The Chairman.........................................16
         Section 10.10.  The Vice Presidents..................................16
         Section 10.11.  The Secretary........................................16
         Section 10.12.  The Treasurer........................................16
         Section 10.13.  Officer's Bonds......................................17
         Section 10.14.  Compensation.........................................17

ARTICLE XI - Certificates of Stock, Transfer, Etc.............................17

         Section 11.01.  Issuance.............................................17
         Section 11.02.  Transfer.............................................17
         Section 11.03.  Stock Certificates...................................17
         Section 11.04.  Lost, Stolen, Destroyed, or Mutilated Certificates...17
         Section 11.05.  Record Holder of Shares..............................18
         Section 11.06.  Determination of Shareholders of Record..............18


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ARTICLE XII - Indemnification of Directors, Officers, Etc.....................19

         Section 12.01.  Indemnity Undertaking................................19
         Section 12.02.  Advancement of Expenses..............................19
         Section 12.03.  Rights Not Exclusive.................................19
         Section 12.04.  Continuation of Benefits.............................19
         Section 12.05.  Binding Effect.......................................19
         Section 12.06.  Procedural Rights....................................20
         Section 12.07.  Election of Applicable Law...........................20
         Section 12.08.  Service Deemed at Corporation's Request..............20

ARTICLE XIII - Insurance......................................................20

         Section 13.01.  Insurance............................................20

ARTICLE XIV - Miscellaneous...................................................21

         Section 14.01.  Corporate Seal.......................................21
         Section 14.02.  Checks...............................................21
         Section 14.03.  Contracts............................................21
         Section 14.04.  Inspection...........................................21
         Section 14.05.  Fiscal Year..........................................21

ARTICLE XV - Amendments.......................................................21

         Section 15.01.  Amendments...........................................21

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                                     BYLAWS

                                       OF

                         WORLDPORT COMMUNICATIONS, INC.


                                    ARTICLE I

                                     Offices

         Section 1.01. Offices. The corporation may have offices at such places
within or without the State of Delaware as the Board of Directors may from time
to time determine or the business of the corporation may require, provided that
the corporation maintains a registered office within the State of Delaware.

                                   ARTICLE II

                                     Shares

         Section 2.01. Shares. The Board of Directors shall have authority to
authorize the issuance, from time to time without any vote or other action by
the shareholders, of any or all shares of stock of the corporation of any class
at any time authorized, and any securities convertible into or exchangeable for
any such shares, in each case to such persons and for such consideration, and on
such terms as the Board of Directors from time to time in its discretion
lawfully may determine. Shares so issued, for which the consideration has been
paid to the corporation, shall be fully paid stock and the holders of such stock
shall not be liable for any further call or assessment thereon.

                                   ARTICLE III

                                Preemptive Rights

         Section 3.01. Preemptive Rights. No common shareholder of this
corporation shall by reason of such shareholder holding common shares of any
class have any preemptive or preferential rights of purchase to subscribe to any
shares of any class of this corporation, now or hereafter to be authorized, or
any notes, debentures, bonds or other securities convertible into or carrying
options or warrants to purchase shares of any class, now or hereafter to be
authorized, whether or not the issuance of any such shares, or such notes,
debentures, bonds or other securities, would adversely affect the dividend or
voting rights of such shareholder, other than such rights, if any, as the Board
of Directors, in its discretion from time to time, may grant and at such price
as the Board of Directors in its discretion may fix; and the Board of Directors
may issue shares of any class of this corporation, or any notes, debentures,
bonds, or other securities convertible into or carrying options or warrants to
purchase shares of any class, without offering any such shares of any class,
either in whole or in part, to the existing shareholders of any class.


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                                   ARTICLE IV

                               Perpetual Existence

         Section 4.01.  Perpetual  Existence.  The  corporation is to have
perpetual existence.

                                    ARTICLE V

                          Non-Liability of Shareholders

         Section 5.01. Non-Liability of Shareholders. The private property of
the shareholders shall not be subject to the payment of corporate debts to any
extent whatsoever.

                                   ARTICLE VI

                                 Indemnification

         Section 6.01. Indemnification. The corporation shall have power to
indemnify any person, including present or former directors, officers, trustees,
employees or agents of the corporation or any person who is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, to
the extent permitted by the General Corporation Law of Delaware and/or the
Bylaws of the corporation. Such indemnification shall be in addition to all
other rights to which those indemnified may be entitled under any statute,
bylaw, agreement, vote of shareholders or otherwise.

                                   ARTICLE VII

                             Meeting of Shareholders

         Section 7.01. Place of Meeting. All meetings of the shareholders of the
Corporation shall be held in Wilmington, Delaware, or at such other place within
or without the State of Delaware as shall be designated by the Board of
Directors in the notice of such meeting.

         Section 7.02. Annual Meeting. The Board of Directors may fix the date
and time of the annual meeting of the shareholders, but if no such date and time
is fixed by the Board of Directors, the meeting for any calendar year shall be
held on the second Tuesday of June, if not a legal holiday, and if a legal
holiday, then on the next succeeding day which is not a legal holiday. At the
annual meeting, the shareholders then entitled to vote shall elect by written
ballot directors and shall transact such other business as may properly be
brought before the meeting.

         Section 7.03. Special Meetings. Except as provided in the corporation's
Certificate of Incorporation, special meetings of the shareholders of the
corporation for any purpose or purposes for which meetings may lawfully be
called, may be called at any time for any purpose or purposes by the Board of
Directors or by any person or committee expressly so authorized by the Board of
Directors and by no other person or persons. At any time, upon written request

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of any person or persons who have duly called a special meeting, which written
request shall state the purpose or purposes of the meeting, it shall be the duty
of the Secretary to fix the date of the meeting to be held at such date and time
as the Secretary may fix, not less than ten (10) nor more than sixty (60) days
after the receipt of the request, and to give due notice thereof. If the
Secretary shall neglect or refuse to fix the time and date of such meeting and
give notice thereof, the person or persons calling the meeting may do so.

         Section 7.04. Notice of Meetings. Written notice of the place, date and
hour of every meeting of the shareholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each shareholder of record entitled to vote at the meeting. Every
notice of a special meeting shall state the purpose or purposes thereof.

         Section 7.05. Quorum, Manner of Acting and Adjournment. The holders of
a majority of the stock issued and outstanding (not including treasury stock)
and entitled to vote at a meeting of the shareholders, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute, by the Certificate of Incorporation or by these Bylaws. If, however, a
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders 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 any 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 noticed. 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
shareholder of record entitled to vote at the meeting. When a quorum is present
at any meeting, the vote of the holders of the majority of the stock having
voting power present in person or represented by proxy shall decide any
questions brought before such meeting, unless the question is one upon which, by
express provision of the applicable statute, the Certificate of Incorporation or
these Bylaws, a different vote is required, in which case such express provision
shall govern and control the decision of such question. Except upon those
questions governed by the aforesaid express provisions, the shareholders present
in person or by proxy at a duly organized meeting can continue to do business
until adjournment, notwithstanding withdrawal of enough shareholders to leave
less than a quorum.

         Section 7.06. Organization. At every meeting of the shareholders, the
President, or in the case of vacancy in office or absence of the President, such
person as may be designated by the Board of Directors, shall act as Chairman of
such meeting, and the Secretary, or, in the Secretary's absence, an assistant
secretary, or in the absence of both the Secretary and the assistant
secretaries, a person appointed by the Chairman of the Meeting shall act as
Secretary.

         Section 7.07. Notice of Business. No business may be transacted at an
annual meeting of shareholders, other than business that is either (a) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee thereof),
(b) otherwise properly brought before the annual meeting by or at the direction
of the Board of Directors (or any duly authorized committee thereof), or (c)
otherwise properly brought before the annual meeting by any shareholder of the
Corporation (i) who is a shareholder of record on the date of the giving of the


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notice provided for herein, and on the record date for the determination of
shareholders entitled to vote at such annual meeting, and (ii) who complies with
the notice procedures set forth below.

         In addition to any other applicable requirements, for business to be
properly brought before an annual Meeting by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

         To be timely, a shareholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the Corporation
not less than sixty (60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of shareholders;
provided, however, that in the event that the annual meeting is called for a
date that is not within thirty (30) days before or after such anniversary date,
notice by the shareholder to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which such notice
of the date of the annual meeting was mailed or such public disclosure of the
date of the annual meeting was made, whichever first occurs.

         To be in proper written form, a shareholder's notice to the Secretary
must set forth as to each matter such shareholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
Annual Meeting, (ii) the name and record address of such shareholder, (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such shareholder, (iv) a description of
all arrangements or understandings between such shareholder and any other person
or persons (including their names) in connection with the proposal of such
business by such shareholder and any material interest of such shareholder in
such business, and (v) a representation that such shareholder intends to appear
in person or by proxy at the annual meeting to bring such business before the
meeting.

         No business shall be conducted at the annual meeting of shareholders
except business brought before the annual meeting in accordance with the
procedures set forth herein; provided, however, that, once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this paragraph shall be deemed to preclude discussion by any
shareholder of any such business. If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

         Section 7.08. Voting; Proxies. Each shareholder shall at every meeting
of the shareholders be entitled to one vote in person or by proxy for each share
of common stock and the number of votes per share as designated in the
designation of rights adopted with respect to each share of preferred stock
registered in such shareholder's name on the books of the corporation on the
record date for such meeting. All elections of directors shall be by written
ballot, unless waived by the shareholders present or unless action is taken
pursuant to Section 7.09 of the Bylaws. The vote upon any other matter need not
be by ballot. No proxy shall be voted after three (3) years from its date,
unless the proxy provides for a longer period. Every proxy shall be executed in
writing by the shareholder or by such shareholder's duly authorized


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attorney-in-fact and filed with the Secretary of the corporation. A proxy,
unless coupled with an interest, shall be revocable at will, notwithstanding any
other agreement or any provisions in the proxy to the contrary, but the
revocation of a proxy shall not be effective until notice thereof has been given
to the Secretary of the corporation. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy may
be made irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.
A proxy shall not be revoked by the death or incapacity of the maker unless,
before the vote is counted or the authority is exercised, written notice of such
death or incapacity is given to the Secretary of the corporation.

         Section 7.09. Voting Lists. 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 shareholders, a complete list of the shareholders entitled to
vote at the meeting. The list shall be arranged in alphabetical order showing
the address of each shareholder and the number of shares registered in the name
of each shareholder. Such list shall be open to the examination of any
shareholder, 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 shareholder who is present.

         Section 7.10. Consent of Shareholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required by
law to be taken at any annual or special meeting of shareholders of the
corporation, or any action which may be taken at any annual or special meeting
of such shareholders, 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 shareholders who
have not consented in writing.

                                  ARTICLE VIII

                               Board of Directors

         Section 8.01. Powers. The management of the corporation shall be under
the direction of the Board of Directors; and all powers of the corporation,
except those specifically reserved or granted to the shareholders by statute,
the Certificate of Incorporation or these Bylaws, are hereby granted to and
vested in the Board of Directors.



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         Section 8.02. Number, Term of Office and Qualification. The Board of
Directors shall consist of such number of directors, not less than three (3) or
more than nine (9), as may be determined from time to time by the Board of
Directors subject to the provisions of the Certificate of Incorporation. The
term of each director shall be for one year from the date of such director's
election; however, each director shall serve until such director's successor
shall have been duly elected and qualified, unless such director shall resign,
become disqualified, disabled or shall otherwise be removed. At each annual
election, the directors chosen to succeed those whose terms then expire shall be
for the same term as the directors they succeed.

         Section 8.03. Nomination of Directors. Only persons who are nominated
in accordance with the following procedures shall be eligible for election as
directors of the corporation, except as may be otherwise provided in the
Certificate of Incorporation, or otherwise, with respect to the right of holders
of preferred stock to nominate and elect a specified number of directors in
certain circumstances. Nominations of persons for election to the Board of
Directors, or at any Special Meeting of shareholders called for the purpose of
electing directors, may be made (a) by or at the direction of the Board of
Directors (or any duly authorized committee thereof), or (b) by any shareholder
of the corporation (i) who is a shareholder of record on the date of the giving
of the notice provided for herein and on the record date for the determination
of shareholders entitled to vote at such meeting, and (ii) who complied with the
notice procedures set forth in this paragraph 8.03.

         In addition to any other applicable requirements, for a nomination to
be made by a shareholder, such shareholder must have given timely notice thereof
in proper written form to the Secretary of the Corporation.

         To be timely, a shareholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the Corporation
(a) in the case of an annual Meeting, not less than sixty (60) days nor more
than ninety (90) days prior to the anniversary date of the immediately preceding
Annual Meeting of shareholders; provided, however, that in the event that the
Annual Meeting is called for a date that is not within thirty (30) days before
or after such anniversary date, notice by the shareholder in order to be timely
must be so received not later than the close of business on the tenth (10th) day
following the date on which such notice of the date of the Annual Meeting was
mailed or such public disclosure of the date of the Annual Meeting was made,
whichever first occurs; and (b) in the case of a Special Meeting of shareholders
called for the purpose of electing directors, not later than the close of
business on the tenth (10th) day following the day on which notice of the date
of the Special Meeting was mailed or public disclosure of the date on the
Special Meeting was made, whichever first occurs.

         To be in proper written form, a shareholder's notice to the Secretary
must set forth (a) as to each person whom the shareholder proposes to nominate
for election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person, and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange


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Act"), and the rules and regulations promulgated thereunder; and (b) as to the
shareholder giving the notice (i) the name and record address of such
shareholder, (ii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such shareholder,
(iii) the description of all arrangements or understandings between such
shareholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such
shareholder, (iv) a representation that such shareholder intends to appear in
person or by proxy at the meeting to nominate the persons named in its notice,
and (v) any other information relating to such shareholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee consenting to being named as a nominee and to serve as a
director if elected.

         No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
paragraph 8.03. If the Chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the nomination was defective and such defective nomination
shall be disregarded.

         Section 8.04. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the director so chosen shall hold office until
such director's successor shall have been duly elected and qualified unless such
director shall resign, become disqualified, disabled or shall otherwise be
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 shareholder or shareholders 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 8.05. Resignations. Any director of the corporation may resign
at any time by giving written notice to the Chairman of the Board or the
Secretary of the corporation. Such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         Section 8.06. Organization. At every meeting of the Board of Directors,
the Chairman of the Board, if there be one, or, in the case of a vacancy in the
office or absence of the Chairman of the Board, one of the following officers
present in the order stated: the President; the Vice President; or a Chairman
chosen by a majority of the directors present, shall preside, and the Secretary,
or, in the Secretary's absence, an Assistant Secretary, or in the absence of the
Secretary and the Assistant Secretaries, any person appointed by the Chairman of
the meeting, shall act as Secretary.


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         Section 8.07. Place of Meeting. The Board of Directors may hold its
meetings, both regular and special, at such place or places within or without
the State of Delaware as the Chairman of the Board or the Board of Directors may
from time to time determine, or as may be designated in the notice calling the
meeting.

         Section 8.08. Organization Meeting. Immediately after each annual
election of directors or other meeting at which the entire Board of Directors is
elected, the newly elected Board of Directors shall meet for the purpose of
organization, election of officers, and the transaction of other business, at
the place where said election of directors was held. Notice of such meeting need
not be given. Such organization meeting may be held at any other time or place
which 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 8.09. Regular Meetings. Regular meetings of the Board of
Directors shall be held without notice at such time and at such place as shall
be determined from time to time by the Board of Directors. Notice of any regular
meeting shall be given in the manner prescribed for special meetings of the
Board of Directors.

         Section 8.10. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board of
Directors, the President or on the written request of three (3) or more of the
directors. Notice of each such meeting shall be given to each director in
writing, or by telephone personally, at least twenty-four (24) hours before the
time at which the meeting is to be held. Each such notice shall state the time
and place of the meeting to be so held.

         Section 8.11. Quorum, Manner of Acting and Adjournment. At all meetings
of the Board of Directors, a majority of the total number of directors shall
constitute a quorum for the transaction of business. Except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation, the
affirmative vote of a majority of the number of directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors, provided,
however, that so long as The Heico Companies, LLC or its successors or permitted
assigns ("Heico") continues to own at least 30% of the total number of shares of
the corporation's Series C Preferred Stock which the Corporation issues to
Heico, such majority includes at least one member of the Board of Directors who
is designated by Heico and one member of the Board of Directors who is not so
designated by Heico (a "Non-Heico Designee"), provided, further, however, that
in the event that Heico has submitted to the Corporation the resignations
contemplated by Section 3(d) of that certain Shareholder Agreement, dated
December 31, 1998, among the Corporation, Heico, Maroon Bells Capital Partners,
Inc., Paul A. Moore, Phillip S. Magiera and Theodore H. Swindells (the
"Shareholder Agreement"), such majority need not include a Non-Heico Designee
for all matters to be approved by the Board in accordance with Section 3(d) of
the Shareholder Agreement. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.



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         Section 8.12. Action by Unanimous Written Consent. 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 or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board or
committee as the case may be.

         Section 8.13. Interested Directors or Officers. No contract or
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board or committee thereof
which authorized the contract or transaction, or solely because such director's
or officer's votes are counted for such purpose, if:

         (1) The material facts as to such director's or officer's relationship
or interest and as to the contract or transaction are disclosed or are known to
the Board of Directors or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or

         (2) The material facts as to such director's or officer's relationship
or interest and as to the contract or transaction are disclosed or are known to
the shareholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders; or

         (3) The contract or transaction is fair as to the corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a
committee thereof, or the shareholders.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.

         Section 8.14. Compensation. Each director who is not also an employee
of the corporation or any subsidiary thereof shall be paid such compensation for
such director's services and shall be reimbursed for such expenses as may be
fixed by the Board of Directors.

         Section 8.15. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, 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 they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee,
to the extent provided in a resolution of the Board of Directors passed as
aforesaid, shall have and may exercise all the powers and authority of the Board


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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 the following matters: (i) approving or adopting, or recommending
to the stockholders of the corporation, any action or matter expressly required
by the Delaware General Corporation Law to be submitted to the stockholders for
approval or (ii) adopting, amending or repealing any Bylaw of the corporation.
Unless the Board of Directors otherwise provides, each committee may adopt,
amend and repeal rules for the conduct of its business. In the absence of a
provision by the Board of Directors or a provision in the rules of such
committee to the contrary, a majority of the entire authorized number of members
of such committee shall constitute a quorum for the transaction of business, the
vote of a majority of the members present at a meeting at the time of such vote
if a quorum is present shall be the act of such committee, and in other respects
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business.

                                   ARTICLE IX

                          Notices - Waivers - Meetings

         Section 9.01. What Constitutes Notice. Whenever, under the provisions
of the statutes or of the Certificate of Incorporation or of these Bylaws,
written notice is required to be given to any director or shareholder, such
notice may be given to such person, either personally or by sending a copy
thereof through the mail, by telegraph, by private delivery service, or by
facsimile transmission, charges prepaid, to such person's address appearing on
the books of the corporation. If the notice is sent by mail, by telegraph or by
private delivery service, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States mail or with a telegraph
office or private delivery service for transmission to such person. If the
notice is sent by facsimile transmission, it shall be deemed to have been given
upon transmission, if transmission occurs before 12:00 noon at the place of
receipt, and upon the day following transmission, if transmission occurs after
12:00 noon.

         Section 9.02. Waivers of Notice. Whenever any written notice is
required to be given under the provisions of the Certificate of Incorporation,
these Bylaws, or by statute, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the shareholders, directors, or members of a committee of directors need be
specified in any written waiver of notice of such meeting. Attendance of a
person, either in person or by proxy, at any meeting, shall constitute a waiver
of notice of such meeting, except when a person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened.

         Section 9.03. Conference Telephone Meetings. One or more directors may
participate in a meeting of the Board, or of a committee of the Board, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section shall constitute presence in person at such
meeting.



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<PAGE>


                                    ARTICLE X

                                    Officers

         Section 10.01. Number, Qualifications and Designation. The officers of
the corporation shall be chosen by the Board of Directors and shall be a
President, one or more Vice Presidents, a Secretary, a Treasurer, and such other
officers as may be elected in accordance with the provisions of Section 10.03 of
this Article. One person may hold more than one office. Officers may be, but
need not be, directors or shareholders of the corporation.

         Section 10.02. Election and Term of Office. The officers of the
corporation, except those elected by delegated authority pursuant to Section
10.03 of this Article, shall be elected annually by the Board of Directors, and
each such officer shall hold such officer's office until such officer's
successor shall have been elected and qualified, or until such officer's earlier
resignation or removal.

         Section 10.03. Subordinate Officers, Committees and Agents. The Board
of Directors may from time to time, elect such other officers, employees or
other agents as it deems necessary, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as are provided in these
Bylaws, or as the Board of Directors may from time to time determine. The Board
of Directors may delegate to any officer or committee the power to elect
subordinate officers and to retain or appoint employees or other agents, or
committees thereof, and to prescribe the authority and duties of such
subordinate officers, committees, employees or other agents.

         Section 10.04. Resignations. Any officer or agent may resign at any
time by giving written notice to the Board of Directors, or to the President or
the Secretary of the corporation. Any such resignation shall take effect at the
date of the receipt of such notice or at any later time specified therein and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

         Section 10.05. Removal. Any officer, committee, employee or other agent
of the corporation may be removed, either for or without cause, by the Board of
Directors or other authority which elected or appointed such officer, committee
or other agent whenever in the judgment of such authority the best interests of
the corporation will be served thereby.

         Section 10.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled by
the Board of Directors or by the officer or committee to which the power to fill
such officer has been delegated pursuant to Section 10.03 of this Article, as
the case may be, and if the office is one for which these Bylaws prescribe a
term, shall be filled for the unexpired portion of the term.

         Section 10.07. General Powers. All officers of the corporation, as
between themselves and the corporation, shall, respectively, have such authority
and perform such duties in the management of the property and affairs of the
corporation as may be determined by these Bylaws, or in the absence of


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<PAGE>

controlling provisions in the Bylaws, as may be provided by resolution of the
Board of Directors.

         Section 10.08. The President. The President shall, subject to the
control of the Board of Directors, have general and active supervision of the
affairs, business, officers and employees of the corporation. The President
shall have authority to sign, execute, and acknowledge, in the name of the
corporation deeds, mortgages, bonds, contracts or other instruments, authorized
by the Board of Directors, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors, or these Bylaws,
to some other officer or agent of the corporation. The President shall, from
time to time, in the President's discretion or at the order of the Board, submit
to the Board reports of the operations and affairs of the corporation. The
President shall also perform such other duties and have such other powers as may
be assigned to the President from time to time by the Board of Directors.

         Section 10.09. The Chairman. The Chairman of the Board shall preside at
all meetings of the shareholders and of the Board of Directors, and shall
perform such other duties as may from time to time be assigned to the Chairman
by the Board of Directors.

         Section 10.10. The Vice Presidents. The corporation may have one or
more Vice Presidents, having such duties as from time to time may be determined
by the Board of Directors or by the President.

         Section 10.11. The Secretary. The Secretary shall keep full minutes of
all meetings of the shareholders and of the Board of Directors; shall be ex
officio Secretary of the Board of Directors; shall attend all meetings of the
shareholders and of the Board of Directors; shall record all the votes of the
shareholders and of the directors and the minutes of the meetings of the
shareholders and of the Board of Directors and of committees of the Board in a
book or books to be kept for that purpose. The Secretary shall give, or cause to
be given, notices of all meetings of the shareholders of the corporation and of
the Board of Directors; shall be the custodian of the seal of the corporation
and see that it is affixed to all documents to be executed on behalf of the
company under its seal; shall have responsibility for the custody and
safekeeping of all permanent records and other documents of the corporation;
and, in general, shall perform all duties incident to the office of Secretary
and such other duties as may be prescribed by the Board of Directors or by the
President, under whose supervision the Secretary shall be. The Board of
Directors may elect one or more Assistant Secretaries to perform such duties as
shall from time to time be assigned to them by the Board of Directors or the
President.

         Section 10.12. The Treasurer. The Treasurer shall have or provide for
the custody of all funds, securities and other property of the corporation;
shall collect and receive or provide for the collection or receipt of money
earned by or in any manner due to or received by the corporation; shall deposit
or cause to be deposited all said moneys in such banks or other depositories as
the Board of Directors may from time to time designate; shall make disbursements
of corporate funds upon appropriate vouchers; shall keep full and accurate
accounts of transactions of the Treasurer's office in books belonging to the
corporation; shall, whenever so required by the Board of Directors, render an
accounting showing the Treasurer's transactions as Treasurer, and the financial
condition of the corporation; and, in general, shall discharge any other duties


                                       16
<PAGE>

as may from time to time be assigned to the Treasurer by the Board of Directors.
The Board of Directors may elect one or more Assistant Treasurers to perform the
duties of the Treasurer as shall from time to time be assigned to them by the
Board of Directors or the Treasurer.

         Section 10.13. Officer's Bonds. Any officer shall give a bond for the
faithful discharge of such officer's duties in such sum, if any, and with such
surety or sureties as the Board of Directors shall require. The corporation may
obtain such bonds at its expense as the Board of Directors shall require.

         Section 10.14. Compensation. The compensation of the officers and
agents of the corporation be fixed from time to time by the Board of Directors
or by such committee as may be designated by the Board of Directors to fix
salaries or other compensation of officers.

                                   ARTICLE XI

                      Certificates of Stock, Transfer, Etc.

         Section 11.01. Issuance. The certificate for stock of the corporation
shall be numbered and registered in the stock ledger and transfer books or
equivalent records of the corporation as they are issued. They shall be signed
by the President, or a Vice President, and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and shall bear the
corporate seal, which may be a facsimile, engraved or printed. Any of or all the
signatures upon such certificate may be a facsimile, engraved or printed if such
certificate of stock is signed or countersigned by a transfer agent or by a
registrar. In case any officer, transfer agent or registrar who has signed, or
whose facsimile signature has been placed upon any share certificate shall have
ceased to be such officer, transfer agent or registrar before the certificate is
issued, it may be issued with the same effect as if such officer, transfer agent
or registrar were such officer, transfer agent or registrar at the date of its
issue.

         Section 11.02. Transfer. Transfers of shares of stock of the
corporation shall be made on the books of the corporation upon surrender of the
certificates therefor, endorsed by the person named in the certificate or by
attorney lawfully constituted in writing. No transfer shall be made inconsistent
with the provisions of the Uniform Commercial Code, Article 8 of Title 5A of the
Delaware Code, and its amendments and supplements.

         Section 11.03. Stock Certificates. Stock certificates of the
corporation shall be in such form as provided by statute and approved by the
Board of Directors. The stock record books and the blank stock certificate books
shall be kept by the Secretary or by any agency designated by the Board of
Directors for that purpose.

         Section 11.04. Lost, Stolen, Destroyed, or Mutilated Certificates. 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 the 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

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<PAGE>

certificate or certificates, or such owner's legal representative, 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.

         Section 11.05. Record Holder of Shares. 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 it 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.

         Section 11.06. Determination of Shareholders of Record. In order that
the corporation may determine the shareholders entitled to notice of or to vote
at any meeting of shareholders 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. If no record date is fixed:

                   (1) The record date for determining shareholders entitled to
         notice of or to vote at a meeting of shareholders shall be at the close
         of business on the day next preceding the day on which notice is given,
         or, if notice is waived, at the close of business on the day next
         preceding the day on which the meeting is held.

                   (2) The record date for determining shareholders for any
         other purpose shall be at the close of business on the day on which the
         Board of Directors adopts the resolution relating thereto.

Only such shareholders as shall be shareholders on the record date fixed or
determined as aforesaid shall be entitled to notice of or to vote at such
meeting or adjournment, 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. A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders 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.




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<PAGE>


                                   ARTICLE XII

                  Indemnification of Directors, Officers, Etc.

Section 12.01. Indemnity Undertaking. To the extent not prohibited by law, the
Corporation shall indemnify any person who, on or after the date hereof, is
made, or threatened to be made, a party to any threatened, pending or completed
action, suit, investigation, hearing, arbitration, claim or other proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative, whether
formal or informal, including, without limitation, an action by or in the right
of the Corporation to procure a judgment in its favor, by reason of the fact
that such person is or was a Director or officer of the Corporation, or is or
was serving in any capacity at the request of the Corporation for any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise (an "Other Entity"), from and against any and all judgments, damages,
losses, liabilities, fines, penalties, excise taxes, amounts paid in settlement
and costs, charges, fees and expenses (including attorneys' fees and
disbursements) incurred by such Director or officer in connection with such
Proceeding. Persons who are not Directors or officers of the Corporation may be
similarly indemnified in respect of service to the Corporation or to an Other
Entity at the request of the Corporation to the extent the Board at any time
specifies that such persons are entitled to the benefits of this Article XII.

Section 12.02. Advancement of Expenses. The Corporation shall, from time to time
upon request, reimburse or advance to any Director or officer or other person
entitled to indemnification hereunder the funds necessary for payment of costs,
charges, fees and expenses, including attorneys' fees and disbursements,
incurred in connection with any Proceeding, in advance of the final disposition
of such Proceeding; provided, however, that, if required by the Delaware General
Corporation Law, such expenses incurred by or on behalf of any Director or
officer (or other person) may be paid in advance of the final disposition of a
Proceeding only upon receipt by the Corporation of an undertaking, by or on
behalf of such Director or officer (or other person indemnified hereunder), to
repay any such amount so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right of appeal that such
Director, officer or other person is not entitled to be indemnified for such
expenses.

Section 12.03. Rights Not Exclusive. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article XII shall not be deemed exclusive of any other rights to which a
person seeking indemnification or reimbursement or advancement of expenses may
have or hereafter be entitled under any statute, the Certificate of
Incorporation, these By-laws, any agreement, any 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.

Section 12.04. Continuation of Benefits. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article XII shall continue as to a person who has ceased to be a Director
or officer (or other person indemnified hereunder) and shall inure to the
benefit of the executors, administrators, legatees and distributees of such
person.

Section 12.05. Binding Effect. The provisions of this Article XII shall be a
contract between the Corporation, on the one hand, and each Director and officer
who serves in such capacity at any time while this Article XII is in effect, on


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<PAGE>

the other hand, pursuant to which the Corporation and each such Director,
officer or other person intend to be legally bound. No repeal or modification of
this Article XII shall affect any rights or obligations with respect to any
state of facts then or theretofore existing or thereafter arising or any
Proceeding theretofore or thereafter brought or threatened based in whole or in
part upon any such state of facts.

Section 12.06. Procedural Rights. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article XII shall be enforceable by any person entitled to such
indemnification or reimbursement or advancement of expenses in any court of
competent jurisdiction. The burden of proving that such indemnification or
reimbursement or advancement of expenses is not appropriate 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 such indemnification
or reimbursement or advancement of expenses is proper in the circumstances nor
an actual determination by the Corporation (including its Board of Directors,
its independent legal counsel and its stockholders) that such person is not
entitled to such indemnification or reimbursement or advancement of expenses
shall constitute a defense to the action or create a presumption that such
person is not so entitled. Such a person shall also be indemnified for any
expenses incurred in connection with successfully establishing his or her right
to such indemnification or reimbursement or advancement of expenses, in whole or
in part, in any such proceeding.

Section 12.07. Election of Applicable Law. Any person entitled to be indemnified
or to reimbursement or advancement of expenses as a matter of right pursuant to
this Article XII may elect to have the right to indemnification or reimbursement
or advancement of expenses interpreted on the basis of the applicable law in
effect at the time of the occurrence of the event or events giving rise to the
applicable Proceeding, to the extent permitted by law, or on the basis of the
applicable law in effect at the time such indemnification or reimbursement or
advancement of expenses is sought. Such election shall be made, by a notice in
writing to the Corporation, at the time indemnification or reimbursement or
advancement of expenses is sought; provided, however, that if no such notice is
given, the right to indemnification or reimbursement or advancement of expenses
shall be determined by the law in effect at the time indemnification or
reimbursement or advancement of expenses is sought.

Section 12.08. Service Deemed at Corporation's Request. Any Director or officer
of the Corporation serving in any capacity in connection with (a) another
corporation of which a majority of the shares entitled to vote in the election
of its directors is held, directly or indirectly, by the Corporation or (b) any
employee benefit plan of the Corporation or any corporation referred to in
clause (a), shall be deemed to be doing so at the request of the Corporation.


                                  ARTICLE XIII

                                    Insurance

         Section 13.01. Insurance. The Corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of an other


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<PAGE>

Entity, against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of Article XII, the Certificate of
Incorporation or under section 145 of the General Corporation Law or any other
provision of law.


                                   ARTICLE XIV

                                  Miscellaneous

         Section 14.01. Corporate Seal. The corporate seal of the corporation
shall have inscribed thereon the name of the corporation, the year of its
incorporation and the words "Corporate Seal, Delaware." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or otherwise
reproduced.

         Section 14.02. Checks. All checks, notes, bills of exchange or other
orders in writing shall be signed by such person or persons as the Board of
Directors, or officer or officers authorized by resolution of the Board of
Directors may, from time to time, designate.

         Section 14.03. Contracts. Except as otherwise provided in these Bylaws,
the Board of Directors may authorize any officer or officers including the
President and any Vice President, or any agent or agents, to enter into any
contract or to execute or deliver any instrument on behalf of the corporation
and such authority may be general or confined to specific instances.

         Section 14.04. Inspection. The books, accounts and records of the
corporation may be kept (subject to any provision in the Delaware General
Corporation Law) outside the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors and shall be open for
inspection in person by any member of the Board of Directors at all times.

         Section 14.05. Fiscal Year. The fiscal year of the corporation shall be
determined by the Board of Directors.

                                   ARTICLE XV

                                   Amendments

         Section 15.01. Amendments. These Bylaws may be amended or repealed, and
new Bylaws adopted, by the Board of Directors.







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