EXHIBIT 3.3
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                  AMENDED AND RESTATED BY-LAWS OF DYNAGEN, INC.

         SECTION 1.     CERTIFICATE OF INCORPORATION AND BY-LAWS

         1.1 These by-laws are subject to the certificate of incorporation of
the corporation. In these by-laws, references to the certificate of
incorporation and by-laws mean the provisions of the certificate of
incorporation and the by-laws as are from time to time in effect.

         SECTION 2.     OFFICES

         2.1 REGISTERED OFFICE. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

         2.2 OTHER OFFICES. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may require.

         SECTION 3.        STOCKHOLDERS

         3.1 LOCATION OF MEETINGS. All meetings of the stockholders shall be
held at such place either within or without the State of Delaware as shall be
designated from time to time by the board of directors. Any adjourned session of
any meeting shall be held at the place designated in the vote of adjournment.

         3.2 ANNUAL MEETING. The annual meeting of stockholders shall be held at
10:00 a.m. on the second Thursday in May in each year (unless that day be a
legal holiday at the place where the meeting is to be held, in which case the
meeting shall be held at the same hour on the next succeeding day not a legal
holiday)(the "Specified Date") or at such other date and time as shall be
designated from time to time by the board of directors, at which they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

         3.3 SPECIAL MEETING IN PLACE OF ANNUAL MEETING. If the election for
directors shall not be held on the day designated by these by-laws, the
directors shall cause the election to be held as soon thereafter as convenient,
and to that end, if the annual meeting is omitted on the day herein provided
therefor or if the election of directors shall not be held thereat, a special
meeting of the stockholders may be held in place of such omitted meeting or
election, and any business transacted or election held at such special meeting
shall have the same effect as if transacted or held at the annual meeting, and
in such case all references in these by-laws to the annual meeting of the
stockholders, or to the annual election of directors, shall be deemed to refer
to or include such special meeting. Any such special meeting shall be called and
the purposes thereof shall be specified in the call, as provided in Section 3.4.

         3.4 NOTICE OF ANNUAL MEETING. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting

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not less than ten nor more than sixty days before the date of the meeting. Such
notice may specify the business to be transacted and actions to be taken at such
meeting. No action shall be taken at such meeting unless such notice is given,
or unless waiver of such notice is given by the holders of outstanding stock
having not less than the minimum number of votes necessary to take such action
at a meeting at which all shares entitled to vote thereon were voted. Prompt
notice of all action taken in connection with such waiver of notice shall be
given to all stockholders not present or represented at such meeting.

         3.5 OTHER SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by law or by the
certificate of incorporation, may be called by chairman of the board or the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board of directors. Such request shall state the
purpose or purposes of the proposed meeting and business to be transacted at any
special meeting of the stockholders.

         3.6 NOTICE OF SPECIAL MEETING. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given not less than ten nor more than
sixty days before the date of the meeting, to each stockholder entitled to vote
at such meeting. No action shall be taken at such meeting unless such notice is
given, or unless waiver of such notice is given by the holders of outstanding
stock having not less than the minimum number of votes necessary to take such
action at a meeting at which all shares entitled to vote thereon were voted.
Prompt notice of all action taken in connection with such waiver of notice shall
be given to all stockholders not present or represented at such meeting.

         3.7 NOTICE OF STOCKHOLDER BUSINESS AT A MEETING OF THE STOCKHOLDERS.
Unless otherwise prescribed by law or by the certificate of incorporation, the
following provisions of this Section 3.7 shall apply to the conduct of business
at any meeting of the stockholders. (As used in this Section 3.7, the term
annual meeting shall include a special meeting in lieu of an annual meeting.)

          (a) At any meeting of the stockholders, only such business shall be
              conducted as shall have been brought before the meeting (i)
              pursuant to the Corporation's notice of meeting, (ii) by or at the
              direction of the Board of Directors or (iii) by any stockholder of
              the Corporation who is a stockholder of record at the time of
              giving of the notice provided for in paragraph (b) of this Section
              3.7, who shall be entitled to vote at such meeting and who
              complies with the notice procedures set forth in paragraph (b) of
              this Section 3.7.

          (b) For business to be properly brought before any meeting of the
              stockholders by a stockholder pursuant to clause (iii) of
              paragraph (a) of this Section 3.7, the stockholder must have given
              timely notice thereof in writing to the Secretary of the
              Corporation. To be timely, a stockholder's notice must be
              delivered to or mailed and received at the principal executive
              offices of the Corporation (i) in the case of an annual meeting,
              not less than sixty days nor more than ninety days prior to the
              Specified Date, regardless of any postponements, deferrals or
              adjournments of that

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              meeting to a later date; provided, however, that if the annual
              meeting of stockholders or a special meeting in lieu thereof is to
              be held on a date prior to the Specified Date, and if less than
              seventy days' notice or prior public disclosure of the date of
              such annual or special meeting is given or made, notice by the
              stockholder to be timely must be so delivered or received not
              later than the close of business on the tenth day following the
              earlier of the date on which notice of the date of such annual or
              special meeting was mailed or the day on which public disclosure
              was made of the date of such annual or special meeting; and (ii)
              in the case of a special meeting (other than a special meeting in
              lieu of an annual meeting), not later than the tenth (10th) day
              following the earlier of the day on which notice of the date of
              the scheduled meeting was mailed or the day on which public
              disclosure was made of the date of the scheduled meeting. A
              stockholder's notice to the Secretary shall set forth as to each
              matter the stockholder proposes to bring before the meeting (i) a
              brief description of the business desired to be brought before the
              meeting and the reasons for conducting such business at the
              meeting, (ii) the name and address, as they appear on the
              Corporation's books, of the stockholder proposing such business,
              the name and address of the beneficial owner, if any, on whose
              behalf the proposal is made, and the name and address of any other
              stockholders or beneficial owners known by such stockholder to be
              supporting such proposal, (iii) the class and number of shares of
              the Corporation which are owned beneficially and of record by such
              stockholder of record, by the beneficial owner, if any, on whose
              behalf the proposal is made and by any other stockholders or
              beneficial owners known by such stockholder to be supporting such
              proposal, and (iv) any material interest of such stockholder of
              record and/or of the beneficial owner, if any, on whose behalf the
              proposal is made, in such proposed business and any material
              interest of any other stockholders or beneficial owners known by
              such stockholder to be supporting such proposal in such proposed
              business, to the extent known by such stockholder.

          (c) Notwithstanding anything in these by-laws to the contrary, no
              business shall be conducted at a meeting except in accordance with
              the procedures set forth in this Section 3.7. The person presiding
              at the meeting shall, if the facts warrant, determine that
              business was not properly brought before the meeting and in
              accordance with the procedures prescribed by these by-laws, and if
              he should so determine, he shall so declare at the meeting and any
              such business not properly brought before the meeting shall not be
              transacted. Notwithstanding the foregoing provisions of this
              Section 3.7, a stockholder shall also comply with all applicable
              requirements of the Securities Exchange Act of 1934, as amended
              (or any successor provision), and the rules and regulations
              thereunder with respect to the matters set forth in this Section
              3.7.

          (d) This provision shall not prevent the consideration and approval or
              disapproval at the meeting of reports of officers, Directors and
              committees of the Board of Directors, but, in connection with such
              reports, no new business shall be acted upon at such meeting
              unless properly brought before the meeting as herein provided.

         3.8 STOCKHOLDER LIST. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a

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

         3.9 QUORUM OF STOCKHOLDERS. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise required by
law, or by the certificate of incorporation or by these by-laws. Except as
otherwise provided by law, no stockholder present at a meeting may withhold his
shares from the quorum count by declaring his shares absent from the meeting.

         3.10 ADJOURNMENT. Any meeting of stockholders may be adjourned from
time to time to any other time and to any other place at which a meeting of
stockholders may be held under these by-laws, which time and place shall be
announced at the meeting, by a majority of votes cast upon the question, whether
or not a quorum is present. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the original meeting. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

         3.11 PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, objecting
to or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall by voted or acted upon after three years from
its date unless such proxy provides for a longer period. Except as provided by
law, a revocable proxy shall be deemed revoked if the stockholder is present at
the meeting for which the proxy was given. 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. The authorization of a proxy may but need not be limited to specified
action, provided, however, that if a proxy limits its authorization to a meeting
or meetings of stockholders, unless otherwise specifically provided such proxy
shall entitle the holder thereof to vote at any adjourned session but shall not
be valid after the final adjournment thereof.

         3.12 INSPECTORS. If required to do so by Section 231 of the Delaware
General Corporation Law or other applicable law or regulation, the directors or
the person presiding at the meeting shall appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof. If not so required, the directors or the person presiding at the
meeting may, but need not, appoint such inspectors and substitute inspectors. In

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either event, the inspectors and substitute inspectors shall have such duties
and responsibilities as are required by applicable law or regulation and such
other duties and responsibilities not inconsistent therewith as the directors or
the person presiding at the meeting shall deem appropriate.

         3.13 ACTION BY VOTE. When a quorum is present at any meeting, whether
the same be an original or an adjourned session, a plurality of the votes
properly cast for election to any office shall elect to such office and a
majority of the votes properly cast upon any question other than an election to
an office shall decide the question, except when a larger vote is required by
law, by the certificate of incorporation or by these by-laws. No ballot shall be
required for any election unless requested by a stockholder present or
represented at the meeting and entitled to vote in the election.

         SECTION 4.     DIRECTORS

         4.1 NUMBER. The number of directors which shall constitute the whole
board shall be determined by resolution of the board, but in no event shall be
less than three. The number of directors may be decreased at any time or from
time to time by the directors by vote of a majority of directors then in office,
except that any such decrease by vote of the directors shall only be made to
eliminate vacancies existing by reason of the death, resignation, removal or
disqualification of one or more directors. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 4.4 of these
by-laws. Directors need not be stockholders.

         4.2 TENURE. Except as otherwise provided by law, by the certificate of
incorporation or by these by-laws, each director shall hold office until the
next annual meeting and until his or her successor is elected and qualified, or
until he or she sooner dies, resigns, is removed or becomes disqualified.

         4.3 POWERS. The business of the corporation shall be managed by or
under the direction of the board of directors which shall have and may exercise
all the powers of the corporation and do all such lawful acts and things as are
not by law, the certificate of incorporation or these by-laws directed or
required to be exercised or done by the stockholders.

         4.4 VACANCIES. Except as otherwise provided by law or by the
certificate of incorporation, vacancies and any newly created directorships
resulting from any increase in the number of directors shall be filled only by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have resigned, shall have power to fill such vacancy or
vacancies, the vote or action by writing thereon to take effect when such
resignation or resignations shall become effective. The directors shall have and
may exercise all their powers notwithstanding the existence of one or more
vacancies in their number, subject to any requirements of law or of the
certificate of incorporation or of these by-laws as to the number of directors
required for a quorum or for any vote or other actions.

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         4.5  NOMINATION OF DIRECTORS.

         The following provisions of this Section 4.5 shall apply to the
nomination of persons for election to the Board of Directors.

          (a) Nominations of persons for election to the Board of Directors of
              the Corporation may be made (i) by or at the direction of the
              Board of Directors or (ii) by any stockholder of the Corporation
              who is a stockholder of record at the time of giving of notice
              provided for in paragraph (b) of this Section 4.5, who shall be
              entitled to vote for the election of Directors at the meeting and
              who complies with the notice procedures set forth in paragraph (b)
              of this Section 4.5.

          (b) Nominations by stockholders shall be made pursuant to timely
              notice in writing to the Secretary of the Corporation. To be
              timely, a stockholder's notice shall be delivered to or mailed and
              received at the principal executive offices of the Corporation,
              not less than sixty days nor more than ninety days prior to the
              Specified Date, regardless of any postponements, deferrals or
              adjournments of that meeting to a later date; provided, however,
              that if the annual meeting of stockholders or a special meeting in
              lieu thereof is to be held on a date prior to the Specified Date,
              and if less than seventy days' notice or prior public disclosure
              of the date of such annual or special meeting is given or made,
              notice by the stockholder to be timely must be so delivered or
              received not later than the close of business on the tenth day
              following the earlier of the day on which notice of the date of
              such annual or special meeting was mailed or the day on which
              public disclosure was made of the date of such annual or special
              meeting. Such stockholder's notice shall set forth (x) as to each
              person whom the stockholder proposes to nominate for election or
              reelection as a Director all information relating to such person
              that is required to be disclosed in solicitations of proxies for
              election of directors, or is otherwise required, pursuant to
              Regulation 14A under the Securities Exchange Act of 1934, as
              amended, or pursuant to any other then existing statute, rule or
              regulation applicable thereto (including such person's written
              consent to being named in the proxy statement as a nominee and to
              serving as a Director if elected); (y) as to the stockholder
              giving the notice (1) the name and address, as they appear on the
              Corporation's books, of such stockholder and (2) the class and
              number of shares of the Corporation which are beneficially owned
              by such stockholder and also which are owned of record by such
              stockholder; and (Z) as to the beneficial owner, if any, on whose
              behalf the nomination is made, (1) the name and address of such
              person and (2) the class and number of shares of the Corporation
              which are beneficially owned by such person. The Corporation may
              require any proposed nominee to furnish such other information as
              may reasonably be required by the Corporation to determine the
              eligibility of such proposed nominee as a Director. At the request
              of the Board of Directors, any person nominated by the Board of
              Directors for election as a Director shall furnish to the
              Secretary of the Corporation that information required to be set
              forth in a stockholder's notice of nomination which pertains to
              the nominee.

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          (c) No person shall be eligible to serve as a Director of the
              Corporation unless nominated in accordance with the procedures set
              forth in this Section 4.5. The person presiding at the meeting
              shall, if the facts warrant, determine that a nomination was not
              made in accordance with the procedures prescribed by these
              by-laws, and if he should so determine, he shall so declare to the
              meeting and the defective nomination shall be disregarded.
              Notwithstanding the foregoing provisions of this Section 4.5, a
              stockholder shall also comply with all applicable requirements of
              the Securities Exchange Act of 1934, as amended (or any successor
              provision), and the rules and regulations thereunder with respect
              to the matters set forth in this by-law.

         4.6 COMMITTEES. The board of directors may, by vote of a majority of
the whole board, (a) designate, change the membership of or terminate the
existence of any committee or committees, each committee to consist of one or
more of the directors; (b) designate one or more directors as alternate members
of any such committee who may replace any absent or disqualified member at any
meeting of the committee; and (c) determine the extent to which each such
committee shall have and may exercise the powers and authority of the board of
directors in the management of the business and affairs of the corporation,
including the power to authorize the seal of the corporation to be affixed to
all papers which require it and the power and authority to declare dividends or
to authorize the issuance of stock; excepting, however, such powers which by
law, by the certificate of incorporation or by these by-laws they are prohibited
from so delegating. In the absence or disqualification of any member of such
committee and his alternate, if any, the member or members thereof present at
any meeting and not disqualified from voting, whether or not constituting 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. Except as
the board of directors may otherwise determine, any committee may make rules for
the conduct of its business, but unless otherwise provided by the board or such
rules, its business shall be conducted as nearly as may be in same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

         4.7 REGULAR MEETING. Regular meetings of the board of directors may be
held without call or notice at such place within or without the State of
Delaware and at such times as the board may from time to time determine,
provided that notice of the first regular meeting following any such
determination shall be given to absent directors. A regular meeting of the
directors may be held without call or notice immediately after and at the same
place as the annual meeting of the stockholders.

         4.8 SPECIAL MEETINGS. Special meetings of the board of directors may be
held at any time and at any place within or without the State of Delaware
designated in the notice of the meeting, when called by the chairman of the
board or president, or by one-third or more in number of the directors,
reasonable notice thereof being given to each director by the secretary or by
the chairman of the board or president or by any one of the directors calling
the meeting.

         4.9 NOTICE. It shall be reasonable and sufficient notice to a director
to send notice by mail at least forty-eight hours or by telegram or telecopy at
least twenty-four hours before the meeting, addressed to him at his usual or
last known business or residence address or to give

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notice to him in person or by telephone at least twenty-four hours before the
meeting. Notice of a meeting need not be given to any director if a written
waiver of notice, executed by him before or after the meeting, is filed with the
records of the meeting, or to any director who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him.
Neither notice of a meeting nor a waiver of a notice need specify the purposes
of the meeting.

         4.10 QUORUM. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, at any meeting of the
directors a majority of the directors then in office shall constitute a quorum;
a quorum shall not in any case be less than one-third of the total number of
directors constituting the whole board. Any meeting may be adjourned from time
to time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice.

         4.11 ACTION BY VOTE. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

         4.12 ACTION WITHOUT A MEETING. Unless otherwise restricted by the
certificate of incorporation or these by-laws, 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 the members of the board or of such
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the records of the meetings of the board or of such
committee. Such consent shall be treated for all purposes as the act of the
board or of such committee, as the case may be.

         4.13 PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Unless
otherwise restricted by the certificate of incorporation or these by-laws,
members of the board of directors or of any committee thereof may participate in
a meeting of such board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear one another. Such participation shall constitute presence in
person at such meeting.

         4.14 COMPENSATION. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix from time to time the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the board of
directors and the performance of their responsibilities as directors and may be
paid a fixed sum for attendance at each meeting of the board of directors and/or
a stated salary as director. No such payment shall preclude any director from
serving the corporation or its parent or subsidiary corporations in any other
capacity and receiving compensation therefor. The board of directors may also
allow compensation for members of special or standing committees for service on
such committees.

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         4.15     INTERESTED DIRECTORS AND OFFICERS.

          (a) 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 the corporation's 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 authorizes the contract or
              transaction, or solely because his or their votes are counted for
              such purpose, if:

                   1) The material facts as to his 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 his relationship or interest and
                      as to the contract or transaction are disclosed or are
                      known to the stockholders entitled to vote thereon, and
                      the contract or transaction is specifically approved in
                      good faith by vote of the stockholders; 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
                      stockholders.

          (b)  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.

         4.16 RESIGNATION OR REMOVAL OF DIRECTORS. Unless otherwise restricted
by the certificate of incorporation or by law, any director or the entire board
of directors may be removed for cause by the holders of a majority of the stock
issued and outstanding and entitled to vote at an election of directors. Any
director may resign at any time by delivering his resignation in writing to the
president or the secretary or to a meeting of the board of directors. Such
resignation shall be effective upon receipt unless specified to be effective at
some other time; and without in either case the necessity of its being accepted
unless the resignation shall so state. No director resigning and (except where a
right to receive compensation shall be expressly provided in a duly authorized
written agreement with the corporation) no director removed shall have any right
to receive compensation as such director for any period following his
resignation or removal, or any right to damages on account of such removal,
whether his compensation be by the month or by the year or otherwise; unless in
the case of a resignation, the directors, or in the case of removal, the body
acting on the removal, shall in their or its discretion provide for
compensation.

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         SECTION 5.        NOTICES

         5.1 FORM OF NOTICE. Whenever, under the provisions of law, or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, such notice may be given by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Unless written notice by mail is required by law, written notice may also be
given by telegram, cable, telecopy, commercial delivery service, telex or
similar means, addressed to such director or stockholder at his address as it
appears on the records of the corporation, in which case such notice shall be
deemed to be given when delivered into the control of the persons charged with
effecting such transmission, the transmission charge to be paid by the
corporation or the person sending such notice and not by the addressee. Oral
notice or other in-hand delivery (in person or by telephone) shall be deemed
given at the time it is actually given.

         5.2 WAIVER OF NOTICE. Whenever notice is required to be given under the
provisions of law, the certificate of incorporation or these by-laws, a written
waiver thereof, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the 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
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any meeting of the stockholders, directors or members of a
committee of the directors need be specified in any written waiver of notice.

         SECTION 6.        OFFICERS AND AGENTS

         6.1 ENUMERATION; QUALIFICATION. The officers of the corporation shall
be a president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board and one or more vice
presidents. Any officer may be, but none need be, a director or stockholder. Any
two or more offices may be held by the same person. Any officer may be required
by the board of directors to secure the faithful performance of his duties to
the corporation by giving bond in such amount and with sureties or otherwise as
the board of directors may determine.

         6.2 POWERS. Subject to law, to the certificate of incorporation and to
the other provisions of these by-laws, each officer shall have, in addition to
the duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

         6.3 ELECTION. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, a secretary and a
treasurer. Other officers may be appointed by the board of directors at such
meeting, at any other meeting or by written consent. At any time or from time to
time, the directors may delegate to any officer their power to elect or appoint
any other officer or any agents.

         6.4 TENURE. Each officer shall hold office until the first meeting of
the board of directors following the next annual meeting of the stockholders and
until his successor is elected

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and qualified unless a shorter period shall have been specified in terms of his
election or appointment, or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Each agent of the corporation shall retain his
authority at the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive power.

         6.5 PRESIDENT AND VICE PRESIDENT. The president shall be the chief
executive officer and shall have direct and active charge of all business
operations of the corporation and shall have general supervision of the entire
business of the corporation, subject to the control of the board of directors.
He shall preside at all meetings of the stockholders and of the board of
directors at which he is present, except as otherwise voted by the board of
directors.

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

         Any vice presidents shall have such duties and powers as shall be
designated from time to time by the board of directors or by the president.

         6.6 TREASURER AND ASSISTANT TREASURERS. The treasurer shall be in
charge of the corporation's funds and valuable papers, and shall have such other
duties and powers as may be assigned to him from time to time by the board of
directors or by the president.

         Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the board of directors, the president or the
treasurer.

         6.7 SECRETARY AND ASSISTANT SECRETARIES. The secretary shall record all
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all writings of, or related to, action by stockholder or
director consent. In the absence of the secretary from any meeting, an assistant
secretary, or if there is none or he is absent, a temporary secretary chosen at
the meeting, shall record the proceedings thereof. Unless a transfer agent has
been appointed, the secretary shall keep or cause to be kept the stock and
transfer records of the corporation, which shall contain the names and record
addresses of all stockholders and the number of shares registered in the name of
each stockholder. The secretary shall have such other duties and powers as may
from time to time be designated by the board of directors or the president.

         Any assistant secretaries shall have such duties and powers as shall be
designated from time to time by the board of directors, the president or the
secretary.

         6.8 RESIGNATION AND REMOVAL. Any officer may resign at any time by
delivering his resignation in writing to the president or the secretary or to a
meeting of the board of directors. Such resignation shall be effective upon
receipt unless specified to be effective at some other time, and without in any
case the necessity of its being accepted unless the resignation shall so state.
The board of directors may at any time remove any officer either with or without
cause. The board of directors may at any time terminate or modify the authority
of any agent. No

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officer resigning and (except where a right to receive compensation shall be
expressly provided in a duly authorized written agreement with the corporation)
no officer removed shall have any right to any compensation as such officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or by the year
or otherwise; unless in the case of a resignation, the directors, or in the case
of removal, the body acting on the removal, shall in their or its discretion
provide for compensation.

         6.9 VACANCIES. If the office of the president or the treasurer or the
secretary becomes vacant, the directors may elect a successor by vote of a
majority of the directors then in office. If the office of any other officer
becomes vacant, any person or body empowered to elect or appoint that office may
choose a successor. Each such successor shall hold office for the unexpired term
of his predecessor, and in the case of the president, the treasurer and the
secretary until his successor is chosen and qualified, or in each case until he
sooner dies, resigns, is removed or becomes disqualified.

         SECTION 7.        CAPITAL STOCK

         7.1 STOCK CERTIFICATES. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by the
president or a vice- president and (i) the treasurer or an assistant treasurer
or (ii) the secretary or an assistant secretary. Any of or all the signatures on
the certificate may be a facsimile. In case an officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent, or registrar at the time
of its issue.

         7.2 LOST 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 that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

         SECTION 8.        TRANSFER OF SHARES OF STOCK

         8.1 TRANSFER ON BOOKS. Subject to any restrictions with respect to the
transfer of shares of stock, shares of stock may be transferred on the books of
the corporation by the surrender to the corporation or its transfer agent of the
certificate therefor properly endorsed or accompanied by a written assignment
and power of attorney properly executed, with necessary transfer stamps affixed,
and with such proof of the authenticity of signature as the board of

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directors or the transfer agent of the corporation may reasonably require.
Except as may be otherwise required by law, by the certificate of incorporation
or by these by-laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to receive notice and
to vote or to give any consent with respect thereto and to be held liable for
such calls and assessments, if any, as may lawfully be made thereon, regardless
of any transfer, pledge or other disposition of such stock until the shares have
been properly transferred on the books of the corporation.

         It shall be the duty of each stockholder to notify the corporation of
his post office address.

         SECTION 9.        GENERAL PROVISIONS

         9.1 RECORD DATE. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, 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 days nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action to which
such record date relates. 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. If no record date is fixed,

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

          (b) The record date for determining stockholders entitled to express
              consent to corporate action in writing without a meeting, when no
              prior action by the board of directors is necessary, shall be the
              day on which the first written consent is expressed; and

          (c) The record date for determining stockholders for any other purpose
              shall be at the close of business on the day on which the board of
              directors adopts the resolution relating to such purpose.

         9.2 DIVIDENDS. Dividends upon the capital stock of the corporation may
be declared by the board of directors at any regular or special meeting or by
written consent, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the certificate of
incorporation.

         9.3 PAYMENT OF DIVIDENDS. Before payment of any dividend, there may be
set aside out of any funds of the corporation available for dividends such sum
or sums as the directors

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from time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

         9.4 CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

         9.5 FISCAL YEAR. The fiscal year of the corporation shall begin on the
first of January in each year and shall end on the last day of December next
following, unless otherwise determined by the board of directors.

         9.6 SEAL. The board of directors may, by resolution, adopt a corporate
seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the word "Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

The seal may be altered from time to time by the board of directors.

         SECTION 10.       AMENDMENTS

         10.1 BY THE BOARD OF DIRECTORS. These by-laws may be altered, amended
or repealed or new by-laws may be adopted by the affirmative vote of a majority
of the directors present at any regular or special meeting of the board of
directors at which a quorum is present, or by written consent pursuant to
Section 4.12 hereof.

         10.2 BY THE STOCKHOLDERS. These by-laws may be altered, amended or
repealed or new by- laws may be adopted by the affirmative vote of the holders
of a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular or special meeting of
stockholders, provided notice of such alteration, amendment, repeal or adoption
of new by-laws shall have been stated in the notice of such regular or special
meeting.

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