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                                                                     EXHIBIT 3.6



                                     BYLAWS

                                       OF

                             VLSI TECHNOLOGY, INC.,

                             A Delaware Corporation

                           (as amended March 12, 1996)
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                                TABLE OF CONTENTS
                                                                           Page
Article I

         CORPORATE OFFICES..................................................  1
         1.1      REGISTERED OFFICE.........................................  1
         1.2      PRINCIPAL EXECUTIVE OFFICE................................  1
         1.3      OTHER OFFICES.............................................  1

Article II

         MEETINGS OF STOCKHOLDERS...........................................  1
         2.1      PLACE OF MEETINGS.........................................  1
         2.2      ANNUAL MEETING............................................  2
         2.3      SPECIAL MEETING...........................................  2
         2.4      NOTICE OF STOCKHOLDERS' MEETINGS..........................  2
         2.5      ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND CUMULATIVE
                  VOTING....................................................  2
         2.6      ADVANCE NOTICE OF STOCKHOLDER BUSINESS....................  3
         2.7      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE..............  4
         2.8      QUORUM....................................................  4
         2.9      ADJOURNED MEETING; NOTICE.................................  5
         2.10     CONDUCT OF BUSINESS.......................................  5
         2.11     VOTING; CUMULATIVE VOTING IN ELECTION OF DIRECTORS........  5
         2.12     WAIVER OF NOTICE..........................................  6
         2.13     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
                   .........................................................  6
         2.14     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING
                  CONSENTS..................................................  6
         2.15     PROXIES...................................................  7
         2.16     LIST OF STOCKHOLDERS ENTITLED TO VOTE.....................  7
         2.17     INSPECTORS OF ELECTION....................................  8

Article III

         DIRECTORS..........................................................  9
         3.1      POWERS....................................................  9
         3.2      NUMBER OF DIRECTORS.......................................  9
         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS...  9
         3.4      RESIGNATION AND VACANCIES.................................  9

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                                TABLE OF CONTENTS
                                   (continued)

         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE..................  10
         3.6      REGULAR MEETINGS..........................................  10
         3.7      SPECIAL MEETINGS; NOTICE..................................  10
         3.8      QUORUM....................................................  11
         3.9      WAIVER OF NOTICE..........................................  11
         3.10     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.........  11
         3.11     FEES AND COMPENSATION OF DIRECTORS........................  11
         3.12     LOANS TO OFFICERS.........................................  12
         3.13     REMOVAL OF DIRECTORS......................................  12

Article IV

         COMMITTEES.........................................................  12
         4.1      COMMITTEES OF DIRECTORS...................................  12
         4.2      COMMITTEE MINUTES.........................................  13
         4.3      MEETINGS AND ACTIONS OF COMMITTEES........................  13

Article V

         OFFICERS...........................................................  14
         5.1      OFFICERS..................................................  14
         5.2      ELECTION OF OFFICERS......................................  14
         5.3      SUBORDINATE OFFICERS......................................  14
         5.4      REMOVAL AND RESIGNATION OF OFFICERS.......................  14
         5.5      VACANCIES IN OFFICES......................................  15
         5.6      CHAIRMAN OF THE BOARD.....................................  15
         5.7      PRESIDENT.................................................  15
         5.8      VICE PRESIDENTS...........................................  15
         5.9      SECRETARY.................................................  15
         5.10     CHIEF FINANCIAL OFFICER...................................  16
         5.11     ASSISTANT SECRETARY.......................................  16
         5.12     AUTHORITY AND DUTIES OF OFFICERS..........................  16
         5.13     REPRESENTATION OF SHARES OF OTHER CORPORATIONS............  17

Article VI

         INDEMNITY..........................................................  17
         6.1      THIRD PARTY ACTIONS.......................................  17
         6.2      ACTIONS BY OR IN THE RIGHT OF CORPORATION.................  17

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                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

         6.3      SUCCESSFUL DEFENSE........................................  18
         6.4      DETERMINATION OF CONDUCT..................................  18
         6.5      PAYMENT OF EXPENSES IN ADVANCE............................  18
         6.6      INDEMNITY NOT EXCLUSIVE...................................  18
         6.7      INSURANCE INDEMNIFICATION.................................  19
         6.8      THE CORPORATION...........................................  19
         6.9      EMPLOYEE BENEFIT PLANS....................................  19
         6.10     INDEMNITY FUND............................................  19
         6.11     INDEMNIFICATION OF OTHER PERSONS..........................  20
         6.12     SAVINGS CLAUSE............................................  20
         6.13     CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF
                  EXPENSES..................................................  20

Article VII

         RECORDS AND REPORTS................................................  20
         7.1      MAINTENANCE AND INSPECTION OF RECORDS.....................  20
         7.2      INSPECTION BY DIRECTORS...................................  21
         7.3      ANNUAL STATEMENT TO STOCKHOLDERS..........................  21

Article VIII

         GENERAL MATTERS....................................................  21
         8.1      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS.................  21
         8.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS..........  21
         8.3      STOCK CERTIFICATES; PARTLY PAID SHARES....................  22
         8.4      SPECIAL DESIGNATION ON CERTIFICATES.......................  22
         8.5      LOST CERTIFICATES.........................................  23
         8.6      CONSTRUCTION; DEFINITIONS.................................  23
         8.7      DIVIDENDS.................................................  23
         8.8      FISCAL YEAR...............................................  23
         8.9      SEAL......................................................  23
         8.10     TRANSFER OF STOCK.........................................  24
         8.11     STOCK TRANSFER AGREEMENTS.................................  24
         8.12     REGISTERED STOCKHOLDERS...................................  24

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                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page
Article IX

         AMENDMENTS.........................................................  24


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                                     BYLAWS

                                       OF

                             VLSI TECHNOLOGY, INC.,

                             A Delaware corporation

                                    Article I

                                CORPORATE OFFICES

         1.1      REGISTERED OFFICE

         The Board of Directors shall fix the location of the registered office
of the corporation, which shall be within the State of Delaware. Until changed
by the Board of Directors, the registered office of the corporation shall be in
the city of Wilmington, County of Newcastle, State of Delaware. The name of the
registered agent of the corporation at such location is The Corporation Trust
Company. Even if the principal executive office is located outside the State of
Delaware, the Board of Directors shall fix and designate a registered office in
the State of Delaware.

         1.2      PRINCIPAL EXECUTIVE OFFICE

         The Board of Directors shall fix the location of the principal
executive office of the corporation at any place within or outside the State of
Delaware.

         1.3      OTHER OFFICES

         The Board of Directors may at any time establish other offices at any
place or places where the corporation is qualified to do business in such place
or has submitted an application for such qualification, unless such
qualification is not, in the opinion of counsel to the Company, required in such
jurisdiction.

                                   Article II

                            MEETINGS OF STOCKHOLDERS

         2.1      PLACE OF MEETINGS

         Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the Board of Directors. In the absence of
any such designation, stockholders' meetings shall be held at the principal
executive office of the corporation.

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         2.2      ANNUAL MEETING

         The annual meeting of stockholders shall be held each year on a date
and at a time designated by the Board of Directors. In the absence of such
designation, the annual meeting of stockholders shall be held on the fourth
Wednesday of April each year at 10:00 a.m. However, if such day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding full business day. At the meeting, directors shall be elected and any
other proper business may be transacted.

         2.3      SPECIAL MEETING

         A special meeting of the stockholders may be called at any time by the
Board of Directors, the Chairman of the Board, the President, or by one or more
holders of shares entitled to cast not less than ten percent (10%) of the votes
at the meeting.

         If a special meeting is called by any person or persons other than the
Board of Directors or the President or the Chairman of the Board, then, the
request shall be in writing, specifying the time of such meeting and the general
nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission to the Chairman of the Board, the President, any Vice President or
the Secretary of the corporation. No business may be transacted at such special
meeting other than such business as is specified in such notice. The officer
receiving the request shall cause notice to be promptly given to the
stockholders entitled to vote, in accordance with the provisions of Sections 2.4
and 2.7 of this Article II, that a meeting will be held at the time requested by
the person or persons calling the meeting, so long as that time is not less than
thirty-five (35) nor more than sixty (60) days after the receipt of the request.
If the notice is not given within twenty (20) days after the receipt of the
request, the person or persons requesting the meeting may give the notice.
Nothing contained in this paragraph of this Section 2.3 shall be construed as
limiting, fixing, or affecting the time when a meeting of stockholders called by
action of the Board of Directors may be held.

         2.4      NOTICE OF STOCKHOLDERS' MEETINGS

         All notices of meetings of stockholders shall be in writing and shall
be sent or otherwise given in accordance with Section 2.7 of these Bylaws not
less than ten (10) nor more than sixty (60) days before the date of the meeting
to each stockholder entitled to vote at such meeting. The notice shall specify
the place, date, and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called.

         2.5      ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND CUMULATIVE
                  VOTING

         Nominations of persons for election to the Board of Directors of the
corporation may be made at a meeting of stockholders by or at the direction of
the Board of Directors or by any stockholder of

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the corporation entitled to vote in the election of directors at the meeting who
complies with the notice procedures set forth in this Section 2.5. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the corporation. Timely notice shall also be given of any stockholder's
intention to cumulate votes in the election of directors at a meeting. In either
case, 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
twenty (20) days nor more than sixty (60) days prior to the meeting; provided,
however, that in the event less than thirty (30) days notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such stockholder's
notice shall set forth (a) as to each person, if any, whom the stockholder
proposes to nominate for election or re-election as a director: (i) the name,
age, business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of shares of
the corporation which are beneficially owned by such person, and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including without limitation such person's written consent to being
named in the proxy statement, if any, as a nominee and to serving as a director
if elected); and (b) as to the stockholder giving the notice: (i) the name and
address, as they appear on the corporation's books, of such stockholder, (ii)
the class and number of shares of the corporation which are beneficially owned
by such stockholder, and (iii) whether such stockholder intends to request
cumulative voting in the election of directors at the meeting. At the request of
the Board of Directors any person nominated by the Board for election as a
director shall furnish to the Secretary of the corporation that information
required to be set forth in the stockholder's notice of nomination which
pertains to the nominee. No person shall be eligible for election as a director
of the corporation unless nominated in accordance with the procedures set forth
in this Section 2.5. The chairman of the meeting shall, if the facts warrant,
determine and declare at the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and if he should so
determine, he shall so declare at the meeting and the defective nomination shall
be disregarded.

         2.6      ADVANCE NOTICE OF STOCKHOLDER BUSINESS

         At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be: (a) as specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, 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 not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than fifty (50) days notice or prior public

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disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder 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 address,
as they appear on the corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the corporation which are
beneficially owned by the stockholder, (iv) any material interest of the
stockholder in such business, and (v) any other information that is required to
be provided by the stockholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, in his capacity as a proponent of a
stockholder proposal. Notwithstanding the foregoing, in order to include
information with respect to a stockholder proposal in the proxy statement and
form of proxy for a stockholders' meeting, stockholders must provide notice as
required by the regulations promulgated under the Securities Exchange Act of
1934, as amended. Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any annual meeting except in accordance with the
procedures set forth in this Section 2.6. The chairman of the annual meeting
shall, if the facts warrant, determine and declare at the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of this Section 2.6, and, if he should so determine, he shall so
declare at the meeting that any such business not properly brought before the
meeting shall not be transacted.

         2.7      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

         Written notice of any meeting of stockholders, if mailed, is deemed
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation. An
affidavit of the Secretary or an assistant secretary or of the transfer agent of
the corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.

         2.8      QUORUM

         The presence in person or by proxy of the holders of a majority of the
stock issued and outstanding and entitled to vote thereat on the matter in
question shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum is not present or
represented at any meeting of the stockholders, then either the chairman of the
meeting or the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is present
or represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.

         When a quorum is present at any meeting, the vote of the holders of the
stock having a majority of the voting power present in person or represented by
proxy shall decide any question

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brought before such meeting, unless the question is one upon which, by express
provision of the statutes or of the Certificate of Incorporation, a different
vote is required, in which case such express provision shall govern and control
the decision of the question.

         2.9      ADJOURNED MEETING; NOTICE

         When a meeting is adjourned to another time or place, unless these
Bylaws otherwise require, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting the corporation may transact any business
that might have been transacted at the original meeting. If the adjournment is
for more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

         2.10     CONDUCT OF BUSINESS

         The chairman of any meeting of stockholders shall determine the order
of business and the procedures at the meeting, including such matters as the
regulation of the manner of voting and the conduct of business.

         2.11     VOTING; CUMULATIVE VOTING IN ELECTION OF DIRECTORS

         The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.14 of these Bylaws,
subject to the provisions of Sections 217 and 218 of the General Corporation Law
of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners
of stock and to voting trusts and other voting agreements).

         Except as provided in the last paragraph of this Section 2.11, or as
may be otherwise provided in the Certificate of Incorporation, each stockholder
shall be entitled to one vote for each share of capital stock held by such
stockholder.

         Every stockholder entitled to vote in any election of directors of this
corporation may cumulate such stockholder's votes and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which the stockholder's shares are otherwise entitled, or
distribute the stockholder's votes on the same principle among as many
candidates as such stockholder thinks fit. No stockholder, however, may cumulate
such stockholder's votes for one or more candidates unless (a) the names of such
candidates have been properly placed in nomination, in accordance with these
Bylaws, prior to the voting, (b) the stockholder has given advance notice to the
corporation of the intention to cumulate votes pursuant to Section 2.5 of these
Bylaws, and (c) the stockholder has given proper notice to the other
stockholders at the meeting, prior to voting, of such stockholder's intention to
cumulate such stockholder's votes. If any one stockholder has given proper
notice, all stockholders may cumulate their votes for any candidates who have
been properly placed in nomination. The candidates receiving the highest number
of votes

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of the shares entitled to be voted for them up to the number of directors to be
elected by such shares shall be declared elected. Elections of directors need
not be by written ballot, except upon demand made by a stockholder at the
meeting and before the voting begins.

         2.12     WAIVER OF NOTICE

         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware, the Certificate of Incorporation or these
Bylaws, 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 regular or special meeting
of the stockholders need be specified in any written waiver of notice unless so
required by the Certificate of Incorporation or these Bylaws.

         2.13     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Unless otherwise provided in the Certificate of Incorporation, any
action required by these Bylaws or applicable laws to be taken at any annual or
special meeting of stockholders of a corporation, or any action that may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

         Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing. If the action which is consented to is such as
would have required the filing of a certificate under any section of the General
Corporation Law of Delaware if such action had been voted on by stockholders at
a meeting thereof, then the certificate filed under such section shall state, in
lieu of any statement required by such section concerning any vote of
stockholders, that written consent and written notice have been given as
provided in Section 228 of the General Corporation Law of Delaware.

         2.14     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING

                  CONSENTS

         In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to 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 (60) nor less than ten (10) days

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before the date of such meeting, nor more than sixty (60) nor less than ten (10)
days prior to any other action.

         If the Board of Directors does not so fix a record date:

                  (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.

                  (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 thereto.

         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.

         2.15     PROXIES

         Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by a written proxy, signed by
the stockholder and filed with the Secretary of the corporation, but no such
proxy shall be voted or acted upon after three (3) years from its date, unless
the proxy provides for a longer period. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of Section
212(c) of the General Corporation Law of Delaware.

         2.16     LIST OF STOCKHOLDERS ENTITLED TO VOTE

         The officer who has charge of the stock ledger of a corporation, or
transfer agent appointed by the corporation, if one has been appointed, shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be

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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. Such list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.

         2.17     INSPECTORS OF ELECTION

         Before any meeting of stockholders, the board of directors may appoint
an inspector or inspectors of election to act at the meeting or its adjournment.
If no inspector of election is so appointed, then the chairman of the meeting
may, and on the request of any stockholder or a stockholder's proxy shall,
appoint an inspector or inspectors of election to act at the meeting. The number
of inspectors shall be either one (1) or three (3). If inspectors are appointed
at a meeting pursuant to the request of one (1) or more stockholders or proxies,
then the holders or their proxies of shares representing a majority of the votes
or their proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed. If any person appointed as inspector fails
to appear or fails or refuses to act, then the chairman of the meeting may, and
upon the request of any stockholder or a stockholder's proxy shall, appoint a
person to fill that vacancy.

         Such inspectors shall:

                  (a)      determine the number of shares outstanding and the
voting power of each, the number of shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and effect of proxies;

                  (b)      receive votes, ballots or consents;

                  (c)      hear and determine all challenges and questions in
any way arising in connection with the right to vote;

                  (d)      count and tabulate all votes or consents;

                  (e)      determine when the polls shall close;

                  (f)      determine the result; and

                  (g)      do any other acts that may be proper to conduct the 
election or vote with fairness to all stockholders.

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                                   Article III

                                    DIRECTORS

         3.1      POWERS

         Subject to the provisions of the General Corporation Law of Delaware
and any limitations in the Certificate of Incorporation or these Bylaws relating
to action required to be approved by the stockholders or by the outstanding
shares, the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the Board of
Directors.

         3.2      NUMBER OF DIRECTORS

         The Board of Directors shall consist of six (6) persons. This number
may be changed by a duly adopted amendment to the Certificate of Incorporation
or by an amendment to this Section 3.2 of these Bylaws adopted by the vote or
written consent of the holders of a majority of the stock issued and outstanding
and entitled to vote or by resolution of a majority of the Board of Directors.

         No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.

         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

         Except as provided in Section 3.4 of these Bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next
annual meeting. Directors need not be stock holders unless so required by the
Certificate of Incorporation or these Bylaws, wherein other qualifications for
directors may be prescribed. Each director, including a director elected to fill
a vacancy, shall hold office until his successor is elected and qualified or
until his earlier resignation or removal.

         3.4      RESIGNATION AND VACANCIES

         Any director may resign at any time upon written notice to the
attention of the Chairman of the Board, the President, the Secretary or the
Board of Directors of the corporation. When one or more directors so resigns and
the resignation is effective at a future date, a majority of the directors then
in office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in this section in the filling of other vacancies.

                                      -9-
<PAGE>   15
         Unless otherwise provided in the Certificate of Incorporation or these
Bylaws:

                  (i) Vacancies and newly created directorships resulting from
any increase in the authorized number of directors, elected by all of the
stockholders having the right to vote as a single class, may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

             (ii) Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the provisions of
the Certificate of Incorporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected.

         A director elected or appointed to fill a vacancy shall serve until the
next Annual Meeting of Stockholders or until a successor shall be elected and
qualified.

         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE

         The Board of Directors of the corporation may hold meetings, both
regular and special, either within or outside the State of Delaware.

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

         3.6      REGULAR MEETINGS

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

         3.7      SPECIAL MEETINGS; NOTICE

         Special meetings of the Board of Directors for any purpose or purposes
may be called at any time by the Chairman of the Board, the President, any Vice
President, the Secretary or any two (2) directors.

         Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram or other facsimile transmission, charges prepaid, addressed to each
director at that director's address as it is shown on the records of the
corporation. If the notice is mailed, it shall be deposited in the United States
mail at least four (4) days before the time of the holding of the meeting. If
the notice is delivered personally or telephone

                                      -10-
<PAGE>   16
or telegram, it shall be delivered personally or by telephone or to the
telegraph company at least forty-eight (48) hours before the time of the holding
of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of the
corporation.

         3.8      QUORUM

         At all meetings of the Board of Directors, a majority of the authorized
number of directors shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Certificate of
Incorporation. If a quorum is not present at any meeting of the Board of
Directors, then a majority of the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present.

         3.9      WAIVER OF NOTICE

         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware, the Certificate of Incorporation or these
Bylaws, 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 regular or special meeting
of the directors, or members of a committee of directors, need be specified in
any written waiver of notice unless so required by the Certificate of
Incorporation or these Bylaws.

         3.10     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         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.

         3.11     FEES AND COMPENSATION OF DIRECTORS

         Unless otherwise restricted by the Certificate of Incorporation or 
these Bylaws, the Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of 
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as 
director. No

                                      -11-
<PAGE>   17
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee
meetings.

         3.12     LOANS TO OFFICERS

         The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

         3.13     REMOVAL OF DIRECTORS

         Unless otherwise restricted by statute, the Certificate of
Incorporation or these Bylaws, any director or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of the shares
then entitled to vote in an election of directors; provided, however, that, so
long as stockholders of the corporation are entitled to cumulative voting, if
less than the entire board is to be removed, no director may be removed without
cause if the votes cast against his removal would be sufficient to elect him if
then cumulatively voted at an election of the entire Board of Directors.

                                   Article IV

                                   COMMITTEES

         4.1      COMMITTEES OF DIRECTORS

         The Board of Directors may, by resolution passed by a majority of the
Board, designate one or more committees, with each committee to consist of one
or more of the directors of the corporation. The Board 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 such
member or members constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors establishing such committee or in the
Bylaws of the cor poration, shall have and may exercise all the powers and
authority of the Board of Directors in the

                                      -12-
<PAGE>   18
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority to:

                  (i) amend the Certificate of Incorporation (except that a
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors
as provided in Section 151(a) of the General Corporation Law of Delaware, fix
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the corporation or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the corporation),

             (ii) adopt an agreement of merger or consolidation under Sections 
251 or 252 of the General Corporation Law of Delaware,

            (iii) recommend to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, (iv)
recommend to the stockholders a dissolution of the corporation or a revocation
of a dissolution, or

             (iv) recommend to the stockholders a dissolution of the corporation
or a revocation of a dissolution, or

                  (v)      amend the Bylaws of the corporation;

and, unless the Board resolution establishing the committee, the Bylaws or the
Certificate of Incorporation expressly so provides, no such committee shall have
the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger pursuant to Section 253
of the General Corporation Law of Delaware.

         4.2      COMMITTEE MINUTES

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

         4.3      MEETINGS AND ACTIONS OF COMMITTEES

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these Bylaws, Section
3.5 (place of meetings and meetings by telephone), Section 3.6 (regular
meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum),
Section 3.9 (waiver of notice), and Section 3.10 (Board action by written
consent without a meeting), with such changes in the context of those Bylaws as
are necessary to substitute the committee and its members for the Board of
Directors and its members; provided, however, that the time of regular meetings
of committees may also be called by resolution of the Board of Directors and

                                      -13-
<PAGE>   19
that notice of special meetings of committees shall also be given to all
alternate members, who shall have the right to attend all meetings of the
committee. The Board of Directors may adopt rules for the government of any
committee not inconsistent with the provisions of these Bylaws.

                                    Article V

                                    OFFICERS

         5.1      OFFICERS

         The officers of the corporation shall be a President, a Secretary, and
a Chief Financial Officer. The corporation may also have, at the discretion of
the Board of Directors, a Chairman of the Board, one or more vice presidents, a
treasurer, one or more assistant secretaries, one or more assistant treasurers,
and any such other officers as may be appointed in accordance with the
provisions of Section 5.3 of these Bylaws. Any number of offices may be held by
the same person.

         5.2      ELECTION OF OFFICERS

         The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Sections 5.3 or 5.5 of these
Bylaws, shall be chosen by the Board of Directors, subject to the rights, if
any, of an officer under any contract of employment.

         5.3      SUBORDINATE OFFICERS

         The Board of Directors may appoint, or empower the President to
appoint, such other officers and agents as the business of the corporation may
require, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these Bylaws or as the Board of
Directors may from time to time determine.

         5.4      REMOVAL AND RESIGNATION OF OFFICERS

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
Board of Directors at any regular or special meeting of the Board of Directors
or, except in the case of an officer chosen by the Board of Directors, by any
officer upon whom such power of removal may be conferred by the Board of
Directors.

         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

                                      -14-
<PAGE>   20
         5.5      VACANCIES IN OFFICES

         Any vacancy occurring in any office of the corporation because of
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in these Bylaws for regular appointments to that
office.

         5.6      CHAIRMAN OF THE BOARD

         The Chairman of the Board, if such an officer be elected, shall, if
present, preside at meetings of the Board of Directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
Board of Directors or as may be prescribed by these Bylaws. If there is no
President, then the Chairman of the Board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 5.7 of these Bylaws.

         5.7      PRESIDENT

         Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the Chairman of the Board, if there be such an officer,
the President shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction, and control of the business and the officers of the corporation. He
shall preside at all meetings of the stockholders and, in the absence or
nonexistence of a Chairman of the Board, at all meetings of the Board of
Directors. He shall have the general powers and duties of management usually
vested in the office of president of a corporation and shall have such other
powers and duties as may be prescribed by the Board of Directors or these
Bylaws.

         5.8      VICE PRESIDENTS

         In the absence or disability of the President, the vice presidents, if
any, in order of their rank as fixed by the Board of Directors or, if not
ranked, a vice president designated by the Board of Directors, shall perform all
the duties of the President and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the President. The vice presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board of Directors, these Bylaws,
the President or the Chairman of the Board.

         5.9      SECRETARY

         The Secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the Board of
Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
stockholders meetings, and the proceedings thereof.

                                      -15-
<PAGE>   21
         The Secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by reso lution of the Board of
Directors, a share register, or a duplicate share register, showing the names of
all stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.

         The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board of Directors required to be given by law or
by these Bylaws. He shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or by these Bylaws.

         5.10     CHIEF FINANCIAL OFFICER

         The Chief Financial Officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

         The Chief Financial Officer shall deposit, or cause to be deposited,
money and other valuables in the name and to the credit of the corporation with
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the corporation as may be ordered by the Board of
Directors, shall render to the President and directors, whenever they request
it, an account of all of his transactions as Chief Financial Officer and of the
financial condition of the corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or
these Bylaws.

         5.11     ASSISTANT SECRETARY

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

         5.12     AUTHORITY AND DUTIES OF OFFICERS

         In addition to the foregoing authority and duties, all officers of the
corporation shall have such authority and perform such duties in the management
of the business of the corporation as may be designated from time to time by the
Board of Directors or the stockholders.

                                      -16-
<PAGE>   22
         5.13     REPRESENTATION OF SHARES OF OTHER CORPORATIONS

         The Chairman of the Board, the President, any vice president, the Chief
Financial Officer, the Secretary or assistant secretary of this corporation, or
any other person authorized by the Board of Directors or the President or a vice
president, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority granted
herein may be exercised by any other person authorized to do so by proxy or
power of attorney duly executed by such persons having the authority.

                                   Article VI

                                    INDEMNITY

         6.1      THIRD PARTY ACTIONS

         The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director or officer of the corporation, or 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 (collectively, "Agent") against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         6.2      ACTIONS BY OR IN THE RIGHT OF CORPORATION

         The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was an Agent of the corporation or serving at
the request of the corporation against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim,

                                      -17-
<PAGE>   23
issue, or matter as to which such person shall have been adjudged to be liable
to the corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         6.3      SUCCESSFUL DEFENSE

         To the extent that an Agent of the corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections 6.1 or 6.2 of this Article VI, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

         6.4      DETERMINATION OF CONDUCT

         Subject to any rights under any contract between this corporation and
any Agent, any indemnification (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the Agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this
Article VI. Such determination shall be made (1) by the Board of Directors (or
by an executive committee thereof) by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders. Notwithstanding the foregoing, a director
or officer of the corporation shall be able to contest any determination that
the director or officer has not met the applicable standard of conduct, set
forth in Section 6.1 or 6.2 of this Article VI, by petitioning a court of
appropriate jurisdiction.

         6.5      PAYMENT OF EXPENSES IN ADVANCE

         Expenses incurred in defending or settling a civil or criminal action,
suit or proceeding by an individual who may be entitled to indemnification
pursuant to Sections 6.1 or 6.2 of this Article VI shall be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors upon receipt of an
undertaking by or on behalf of the Agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Article VI.

         6.6      INDEMNITY NOT EXCLUSIVE

         The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subparagraphs of this Article VI shall not be deemed
exclusive of, and shall be subject to, any other rights to which those seeking
indemnification or advancement of expenses may be entitled under

                                      -18-
<PAGE>   24
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

         6.7      INSURANCE INDEMNIFICATION

         The corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was an Agent of the corporation, or is or was
serving at the request of the corporation as an Agent against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article VI.

         6.8      THE CORPORATION

         For purposes of this Article VI, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger, so that any person who is or was an Agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as an Agent, shall stand in the same position under the provisions of this
Article VI (including without limitation the provisions of Section 6.4) with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.

         6.9      EMPLOYEE BENEFIT PLANS

         For purposes of this Article VI, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this Article
VI.

         6.10     INDEMNITY FUND

         Upon resolution passed by the Board of Directors, the corporation may
establish a trust or other designated account, grant a security interest or use
other means (including, without limitation, a letter of credit), to ensure the
payment of any or all of its obligations arising under this Article and/or
agreements which may be entered into between the corporation and its officers
and directors from time to time.

                                      -19-
<PAGE>   25
6.11     INDEMNIFICATION OF OTHER PERSONS

         The provisions of this Article VI shall not be deemed to preclude the
indemnification of any person who is not an Agent, but whom the corporation has
the power or obligation to indemnify under the provisions of the General
Corporation Law of the State of Delaware or otherwise. The corporation may, in
its sole discretion, indemnify an employee, trustee or other agent as permitted
by the General Corporation Law of the State of Delaware. The corporation shall
indemnify an employee, trustee or other agent where required by law.

         6.12     SAVINGS CLAUSE

         If this Article or any portion thereof shall be invalidated on any
ground by any court of competent jurisdiction, then the corporation shall
nevertheless indemnify each Agent against expense (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action,
suit, proceeding or investigation, whether civil, criminal or administrative,
and whether internal or external, including a grand jury proceeding and an
action or suit brought by or in the right of the corporation, to the full extent
permitted by any applicable portion of this Article that shall not have been
invalidated or by any other applicable law.

         6.13     CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF
                  EXPENSES

         The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VI shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                                   Article VII

                               RECORDS AND REPORTS

         7.1      MAINTENANCE AND INSPECTION OF RECORDS

         The corporation shall keep, either at its principal executive office or
at such place or places as designated by the Board of Directors, a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stock-holder, a copy of these Bylaws as amended to date,
accounting books, and other records.

         Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other

                                      -20-
<PAGE>   26
books and records and to make copies or extracts therefrom. A proper purpose
shall mean a purpose reasonably related to such person's interest as a
stockholder. In every instance where an attorney or other agent is the person
who seeks the right to inspection, the demand under oath shall be accompanied by
a power of attorney or such other writing that authorizes the attorney or other
agent to so act on behalf of the stockholder. The demand under oath shall be
directed to the corporation at its registered office in Delaware or at its
principal place of business.

         7.2      INSPECTION BY DIRECTORS

         Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his position as a director. The Court of Chancery
is hereby vested with the exclusive jurisdiction to determine whether a director
is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

         7.3      ANNUAL STATEMENT TO STOCKHOLDERS

         The Board of Directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the stockholders,
a full and clear statement of the business and condition of the corporation.

                                  Article VIII

                                 GENERAL MATTERS

         8.1      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

         From time to time, the Board of Directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.

         8.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

         The Board of Directors, except as otherwise provided in these Bylaws,
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified

                                      -21-
<PAGE>   27
by the Board of Directors or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or for any amount.

         8.3      STOCK CERTIFICATES; PARTLY PAID SHARES

         The shares of the corporation shall be represented by certificates,
provided that the Board of Directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by or in the name of the corporation by the Chairman of the Board, the
President or a vice president, and by the Chief Financial Officer, the
treasurer, an assistant treasurer, the Secretary or an assistant secretary of
the corporation, representing the number of shares registered in certificate
form. Any or all of the signatures on the certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate has ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

         The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, or upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

         8.4      SPECIAL DESIGNATION ON CERTIFICATES

         If the corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate that the corporation shall issue to represent
such class or series of stock a statement that the corporation will furnish
without charge to each stockholder who so requests such a statement of the
powers, the designations, the preferences, and the relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

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<PAGE>   28
         8.5      LOST CERTIFICATES

         Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal repre sentative, to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate or uncertificated shares.

         8.6      CONSTRUCTION; DEFINITIONS

         Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these Bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.

         8.7      DIVIDENDS

         The Board of Directors of the corporation, subject to any restrictions
contained in the General Corporation Law of Delaware or the Certificate of
Incorporation, may declare and pay dividends upon the shares of its capital
stock. Dividends may be paid in cash, in property, or in shares of the
corporation's capital stock.

         The directors of the corporation may set apart out of any of the funds
of the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not be
limited to equalizing dividends, repairing or maintaining any property of the
corporation, and meeting contingencies.

         8.8      FISCAL YEAR

         The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors and may be changed by the Board of Directors.

         8.9      SEAL

         The corporation may adopt and may subsequently alter the corporate seal
and it may use the same by causing it or a facsimile thereof to be impressed,
affixed, reproduced or otherwise placed on documents.

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<PAGE>   29
         8.10     TRANSFER OF STOCK

         Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books
unless such transfer would be in contravention of any law regarding the transfer
of such securities or any contractual restrictions on transfer known to the
corporation.

         8.11     STOCK TRANSFER AGREEMENTS

         The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware.

         8.12     REGISTERED STOCKHOLDERS

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

                                   Article IX

                                   AMENDMENTS

         The original or other Bylaws of the corporation may be adopted, amended
or repealed by the stockholders entitled to vote; provided, however, that the
corporation may, in its Certificate of Incorporation, confer the power to adopt,
amend or repeal Bylaws upon the Board of Directors. The fact that such power has
been so conferred upon the Board of Directors shall not divest the stock holders
of the power, nor limit their power to adopt, amend or repeal Bylaws.

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