AMENDED AND RESTATED BYLAWS

                                       OF

                         CALYPTE BIOMEDICAL CORPORATION
                            (Effective March 7, 2005)
<PAGE>

                           AMENDED AND RESTATED BYLAWS
                                       OF
                         CALYPTE BIOMEDICAL CORPORATION
                            (a Delaware corporation)

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I - CORPORATE OFFICES..................................................4

      1.1   REGISTERED OFFICE..................................................4
      1.2   OTHER OFFICES......................................................4

ARTICLE II - MEETINGS OF STOCKHOLDERS..........................................4

        2.1   PLACE OF MEETINGS................................................4
        2.2   ANNUAL MEETING...................................................4
        2.3   SPECIAL MEETING..................................................4
        2.4   NOTICE OF STOCKHOLDERS' MEETINGS.................................5
        2.5   ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER
              BUSINESS.........................................................5
        2.6   MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE.....................6
        2.7   QUORUM...........................................................6
        2.8   ADJOURNED MEETING NOTICE.........................................7
        2.9   VOTING...........................................................7
        2.10  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING..........7
        2.11  RECORD DATE FOR STOCKHOLDER NOTICE:  VOTING......................7
        2.12  PROXIES..........................................................8
        2.13  ORGANZATION......................................................8
        2.14  LIST OF STOCKHOLDERS ENTITLED TO VOTE............................8
        2.15  WAIVER OF NOTICE.................................................9

ARTICLE III - DIRECTORS........................................................9

        3.1   POWERS...........................................................9
        3.2   NUMBER OF DIRECTORS..............................................9
        3.3   ELECTION AND TERM OF OFFICE OF DIRECTORS.........................9
        3.4   RESIGNATION AND VACANCIES........................................9
        3.5   REMOVAL OF DIRECTORS............................................10
        3.6   PLACE OF MEETINGS:  MEETINGS BY TELEPHONE.......................10
        3.7   FIRST MEETINGS..................................................11
        3.8   REGULAR MEETINGS................................................11
        3.9   SPECIAL MEETINGS:  NOTICE.......................................11
        3.10  QUORUM..........................................................11
        3.11  WAIVER OF NOTICE................................................12
        3.12  ADJOURNMENT.....................................................12
        3.13  NOTICE OF ADJOURNMENT...........................................12
        3.14  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING...............12
        3.15  FEES AND COMPENSATION OF DIRECTORS..............................12
        3.16  APPROVAL OF LOANS TO OFFICERS...................................12
        3.17  SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION..........13


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ARTICLE IV - COMMITEES........................................................13

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

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............................................14
        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  ADMINISTRATIVE OFFICERS.........................................16
        5.13  AUTHORITY AND DUTIES OF OFFICERS................................16

ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

        6.1   INDEMNIFICATION.................................................16
        6.2   INSURANCE; CONTRACTS; FUNDING...................................20
        6.3   SAVINGS CLAUSE..................................................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
        7.4   REPRESENTATION OF SHARES OF OTHER CORPORATIONS..................21
        7.5   CERTIFICATION AND INSPECTION OF BYLAWS..........................21

ARTICLE VIII - GENERAL MATTERS................................................21

        8.1   RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING...........21
        8.2   CHECKS:  DRAFTS:  EVIDENCES OF INDEBTEDNESS.....................22
        8.3   CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED...............22
        8.4   STOCK CERTIFICATES:  TRANSFER:  PARTLY PAID SHARES..............22
        8.5   SPECIAL DESIGNATION ON CERTIFICATES.............................23
        8.6   LOST CERTIFICATES...............................................23
        8.7   TRANSFER AGENT AND REGISTRARS...................................23
        8.8   CONSTRUCTION:  DEFINITIONS......................................23

ARTICLE IX - AMENDMENTS.......................................................23


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                           AMENDED AND RESTATED BYLAWS

                                       OF

                         CALYPTE BIOMEDICAL CORPORATION
                            (a Delaware corporation)

                          ARTICLE I - CORPORATE OFFICES

      1.1 REGISTERED OFFICE

      The registered office of the corporation shall be fixed in the certificate
of incorporation of the corporation.

      1.2 OTHER OFFICES

      The board of directors  may at any time  establish  branch or  subordinate
offices  at any  place or  places  where  the  corporation  is  qualified  to do
business.

                      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.

      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 second
Wednesday  of June in 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,  or by the chairman of the board, or by the president, or by
one or more  stockholders  holding shares in the aggregate  entitled to cast not
less than ten  percent  (10%) of the votes at the  meeting.  No other  person or
persons are permitted to call a special meeting.

      If a special  meeting is called by any  person or  persons  other than the
board of directors, 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,  or
the secretary of the corporation.  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 2.6 of these bylaws, 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  receipt of the request,  then 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.


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      2.4 NOTICE OF STOCKHOLDERS' MEETINGS

      All notices of meetings of  stockholders  shall be sent or otherwise given
in  accordance  with Section 2.6 of these bylaws not less than ten (10) nor more
than sixty (60) days before the date of the meeting.  The notice  shall  specify
the  place,  date  and  hour of the  meeting  and (i) in the  case of a  special
meeting,  the purpose or purposes  for which the meeting is called (no  business
other than that  specified in the notice may be  transacted) or (ii) in the case
of the annual meeting,  those matters which the board of directors,  at the time
of giving the notice, intends to present for action by the stockholders (but any
proper  matter may be presented at the meeting for such  action).  The notice of
any meeting at which  directors  are to be elected shall include the name of any
nominee or nominees who, at the time of the notice, the board intends to present
for election.

      2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

      Subject to the rights of holders of any class or series of stock  having a
preference over the Common Stock as to dividends or upon liquidation,

      (a)   nominations for the election of directors, and

      (b)   business proposed to be brought before any stockholder meeting

may be made by the board of directors or proxy committee  appointed by the board
of directors or by any stockholder entitled to vote in the election of directors
generally if such nomination or business  proposed is otherwise  proper business
before such  meeting.  However,  any such  stockholder  may nominate one or more
persons for election as directors at a meeting or propose business to be brought
before a meeting,  or both, only if such  stockholder has given timely notice in
proper written form of their intent to make such nomination or nominations or to
propose such business. To be timely, such stockholder's notice must be delivered
to or mailed and received at the principal  executive offices of the corporation
not less than one  hundred  twenty  (120)  calendar  days in advance of the date
specified in the  corporation's  proxy  statement  released to  stockholders  in
connection  with the previous year's annual meeting of  stockholders;  provided,
however,  that in the event that no annual meeting was held in the previous year
or the date of the annual meeting has been changed by more than thirty (30) days
from the date  contemplated at the time of the previous year's proxy  statement,
notice by the  stockholder  to be timely must be so received a  reasonable  time
before the solicitation is made. To be in proper form, a stockholder's notice to
the secretary shall set forth:

      (i) the  name and  address  of the  stockholder  who  intends  to make the
      nominations or propose the business and, as the case may be, of the person
      or persons to be nominated or of the business to be proposed;

      (ii) a representation  that the stockholder is a holder of record of stock
      of the  corporation  entitled to vote at such meeting and, if  applicable,
      intends  to appear in person or by proxy at the  meeting to  nominate  the
      person or persons specified in the notice;


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<PAGE>

      (iii) if applicable,  a description of all arrangements or  understandings
      between the  stockholder  and each nominee and any other person or persons
      (naming  such  person or  persons)  pursuant  to which the  nomination  or
      nominations are to be made by the stockholder;

      (iv) such other  information  regarding  each  nominee  or each  matter of
      business  to be proposed  by such  stockholder  as would be required to be
      included  in a proxy  statement  filed  pursuant to the proxy rules of the
      Securities  and Exchange  Commission  had the nominee been  nominated,  or
      intended to be nominated,  or the matter been proposed,  or intended to be
      proposed by the board of directors; and

      (v) if applicable, the consent of each nominee to serve as director of the
      corporation if so elected.

      The chairman of the meeting shall refuse to acknowledge  the nomination of
any person or the  proposal  of any  business  not made in  compliance  with the
foregoing procedure.

      2.6 MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE

      Written  notice  of any  meeting  of  stockholders  shall be given  either
personally  or  by   first-class   mail  or  by  telegraphic  or  other  written
communication.  Notices not personally  delivered  shall be sent charges prepaid
and shall be addressed  to the  stockholder  at the address of that  stockholder
appearing on the books of the  corporation  or given by the  stockholder  to the
corporation for the purpose of notice. Notice shall be deemed to have been given
at the  time  when  delivered  personally  or  deposited  in the mail or sent by
telegram or other means of written communication.

      An  affidavit  of the  mailing or other  means of giving any notice of any
stockholders'  meeting,  executed by the secretary,  assistant  secretary or any
transfer  agent of the  corporation  giving  the  notice,  shall be prima  facie
evidence of the giving of such notice.

      2.7 QUORUM

      The  holders  of a  majority  in  voting  power of the  stock  issued  and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business  except as  otherwise  provided  by  statute or by the
certificate  of  incorporation.  If,  however,  such  quorum is not  present  or
represented at any meeting of the stockholders,  then either (i) the chairman of
the meeting or (ii) the stockholders entitled to vote thereat, present in person
or represented  by proxy,  shall have power to adjourn the meeting in accordance
with Section 2.7 of these bylaws.

      When a quorum is  present  at any  meeting,  the vote of the  holders of a
majority of the stock having  voting power present in person or  represented  by
proxy shall decide any question brought before such meeting, unless the question
is one upon which, by express  provision of the laws of the State of Delaware or
of the  certificate  of  incorporation  or these  bylaws,  a  different  vote is
required,  in which case such  express  provision  shall  govern and control the
decision of the question.

      If a quorum  be  initially  present,  the  stockholders  may  continue  to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders  to leave less than a quorum,  if any action taken is approved by a
majority of the stockholders initially constituting the quorum.


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<PAGE>

      2.8 ADJOURNED MEETING NOTICE

      When a meeting is adjourned to another time and 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.

      2.9 VOTING

      The stockholders  entitled to vote at any meeting of stockholders shall be
determined  in accordance  with the  provisions of Section 2.11 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, and to voting trusts and other voting agreements).

      Except as may be otherwise provided in the certificate of incorporation or
these bylaws,  each stockholder  shall be entitled to one vote for each share of
capital stock held by such stockholder and stockholders shall not be entitled to
cumulate  their votes in the election of directors or with respect to any matter
submitted to a vote of the stockholders.

      Notwithstanding the foregoing,  if the stockholders of the corporation are
entitled,  pursuant to Sections  2115 and 301.5 of the  California  Corporations
Code,  to  cumulate  their  votes  in  the  election  of  directors,  each  such
stockholder  shall be entitled to cumulate votes (i.e., cast for any candidate a
number of votes greater than the number of votes that such stockholder  normally
is entitled to cast) only if the candidates'  names have been properly placed in
nomination  (in  accordance  with these  bylaws)  prior to  commencement  of the
voting, and the stockholder  requesting cumulative voting has given notice prior
to commencement of the voting of the stockholder's  intention to cumulate votes.
If  cumulative  voting is properly  requested,  each holder of stock,  or of any
class or classes or of a series or series thereof,  who elects to cumulate votes
shall be  entitled  to as many votes as equals the number of votes that  (absent
this provision as to cumulative  voting) he or she would be entitled to cast for
the election of directors with respect to his or her shares of stock  multiplied
by the number of  directors  to be elected by him, and he or she may cast all of
such votes for a single  director or may distribute  them among the number to be
voted for, or for any two or more of them, as he or she may see fit.

      2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

      Unless otherwise provided in the Certificate of Incorporation,  any action
required  or  permitted  to be  taken  at  any  annual  or  special  meeting  of
stockholders may be taken without a meeting,  without prior notice and without a
vote,  if a consent or  consents in writing  setting  forth the action so taken,
shall be signed by the  holders of  outstanding  stock  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted.  Such consents  shall be delivered to the  corporation by delivery to its
registered office in the state of Delaware,  its principal place of business, or
an  officer  or agent of the  corporation  having  custody  of the book in which
proceedings  of  meetings  of  stockholders  are  recorded.  Delivery  made to a
corporation's  registered  office shall be by hand or by certified or registered
mail, return receipt requested.

      2.11 RECORD DATE FOR STOCKHOLDER NOTICE: VOTING

      For purposes of  determining  the  stockholders  entitled to notice of any
meeting or to vote thereat, the board of directors may fix, in advance, a record
date,  which  shall not precede  the date upon which the  resolution  fixing the
record  date is adopted by the board of  directors  and which  shall not be more
than  sixty  (60) days nor less than ten (10) days  before  the date of any such
meeting,  and in such event only stockholders of record on the date so fixed are
entitled to notice and to vote,  notwithstanding  any  transfer of any shares on
the books of the corporation after the record date.


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<PAGE>

      If the board of directors  does not so fix a record date,  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  business  day  next
preceding  the day on which  notice is given,  or, if notice is  waived,  at the
close of  business  on the  business  day next  preceding  the day on which  the
meeting is held.

      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
unless the board of directors fixes a new record date for the adjourned meeting,
but the  board of  directors  shall  fix a new  record  date if the  meeting  is
adjourned  for more than  thirty  (30)  days from the date set for the  original
meeting.

      The record date for any other  purpose shall be as provided in Section 8.1
of these bylaws.

      2.12 PROXIES

      Every person entitled to vote for directors, or on any other matter, shall
have the right to do so either in person or by one or more agents  authorized by
a  written  proxy  signed by the  person  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,  telefacsimile 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 (e) of the General  Corporation Law of
Delaware.

      2.13 ORGANIZATION

      The  president,  or in the absence of the  president,  the chairman of the
board, or, in the absence of the president and the chairman of the board, one of
the corporations' vice presidents, shall call the meeting of the stockholders to
order,  and  shall  act as  chairman  of the  meeting.  In  the  absence  of the
president,  the  chairman  of the  board,  and all of the vice  presidents,  the
stockholders  shall  appoint a chairman  for such  meeting.  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.  The  secretary  of the  corporation  shall act as
secretary  of all  meetings  of the  stockholders,  but  in the  absence  of the
secretary  at any meeting of the  stockholders,  the chairman of the meeting may
appoint any person to act as secretary of the meeting.

      2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE

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


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      2.15 WAIVER OF NOTICE

      Whenever notice is required to be given under any provision of the General
Corporation  Law of Delaware or of 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.

                             ARTICLE III - DIRECTORS

      3.1 POWERS

      Subject to the provisions of the General  Corporation  Law of Delaware and
to 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 be not less than five (5) nor more than nine
(9)  members.  The exact number of directors  shall be  determined  from time to
time,  either by a resolution  or bylaw  provision  duly adopted by the board of
directors.  The  indefinite  number of directors  may be changed,  or a definite
number may be fixed without provision for an indefinite  number, by an amendment
to this bylaw, duly adopted by the board of directors or by the stockholders, or
by a duly adopted amendment to the certificate of incorporation.

      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 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. Each director, including a director elected or appointed to fill
a vacancy,  shall hold office until the expiration of the term for which elected
and until a successor has been elected and qualified.

      3.4 RESIGNATION AND VACANCIES

      Any director may resign effective on giving written notice to the chairman
of the board, the president, the secretary or the board of directors, unless the
notice specifies a later time for that resignation to become  effective.  If the
resignation  of a director is effective at a future time, the board of directors
may elect a successor to take office when the resignation becomes effective.

      Vacancies  in the board of  directors  may be filled by a majority  of the
remaining  directors,  even  if  less  than a  quorum,  or by a  sole  remaining
director; however, a vacancy created by the removal of a director by the vote of
the stockholders or by court order may be filled only by the affirmative vote of
a majority of the shares  represented and voting at a duly held meeting at which
a quorum is  present  (which  shares  voting  affirmatively  also  constitute  a
majority of the required  quorum).  Each  director so elected  shall hold office
until the next annual meeting of the stockholders and until a successor has been
elected and qualified.


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<PAGE>

      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.

      If at any time,  by reason of death or  resignation  or other  cause,  the
corporation  should  have no  directors  in  office,  then  any  officer  or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary  entrusted with like  responsibility for the person or estate
of a stockholder,  may call a special meeting of stockholders in accordance with
the provisions of the certificate or incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the General Corporation Law of Delaware.

      If, at any time of filling any vacancy or any newly created  directorship,
the directors then if office  constitute less than a majority of the whole board
(as  constituted  immediately  prior to any such  increase),  then the  Court of
Chancery may, upon  application of any  stockholder or  stockholders  holding at
least ten (10) percent of the total number of the shares at the time outstanding
having the right to vote for such  directors,  summarily order an election to be
held to fill any such  vacancies or newly created  directorships,  or to replace
the  directors  chosen  by the  directors  then in office  as  aforesaid,  which
election  shall be  governed  by the  provisions  of Section  211 of the General
Corporation Law of Delaware as far as applicable.

      3.5 REMOVAL OF DIRECTORS

      Unless   otherwise   restricted  by  statute,   by  the   certificate   of
incorporation or by 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 at an election of  directors;  provided,  however,
that,  if and 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.

      3.6 PLACE OF MEETINGS: MEETINGS BY TELEPHONE

      Regular meetings of the board of directors may be held at any place within
or outside the State of Delaware that has been  designated  from time to time by
resolution of the board. In the absence of such a designation,  regular meetings
shall be held at the  principal  executive  office of the  corporation.  Special
meetings  of the board may be held at any place  within or outside  the State of
Delaware that has been designated in the notice of the meeting or, if not stated
in the notice or if there is no notice, at the principal executive office of the
corporation.


                                      -10-
<PAGE>

      Any meeting of the board,  regular or special,  may be held by  conference
telephone  or  similar  communication   equipment,  so  long  as  all  directors
participating  in the meeting can hear one another,  and all such  participating
directors shall be deemed to be present in person at the meeting.

      3.7 FIRST MEETINGS

      The first meeting of each newly  elected board of directors  shall be held
at such time and place as shall be fixed by the vote of the  stockholders at the
annual meeting.  In the event of the failure of the stockholders to fix the time
or place of such first meeting of the newly  elected  board of directors,  or in
the  event  such  meeting  is not  held at the  time  and  place so fixed by the
stockholders,  the  meeting  may be held at such  time  and  place  as  shall be
specified in a notice given as hereinafter  provided for special meetings of the
board of directors,  or as shall be specified in a written  waiver signed by all
of the directors.

      3.8 REGULAR MEETINGS

      Regular  meetings of the board of directors may be held without  notice at
such time as shall from time to time be determined by the board of directors. If
any regular meeting day shall fall on a legal holiday, then the meeting shall be
held at the same time and place on the next succeeding full business day.

      3.9 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 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,
telecopy  or  telegram,  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 by  telephone,  telecopy  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.

      3.10 QUORUM

      A majority of the authorized number of directors shall constitute a quorum
for the  transaction of business,  except to adjourn as provided in Section 3.12
of  these  bylaws.  Every  act or  decision  done or made by a  majority  of the
directors  present at a duly held meeting at which a quorum is present  shall be
regarded as the act of the board of directors,  subject to the provisions of the
certificate of incorporation and applicable law.

      A meeting at which a quorum is initially  present may continue to transact
business  notwithstanding  the  withdrawal of directors,  if any action taken is
approved by at least a majority of the quorum for that meeting.


                                      -11-
<PAGE>

      3.11 WAIVER OF NOTICE

      Notice  of a  meeting  need not be given to any  director  (i) who signs a
waiver of notice,  whether before or after the meeting,  or (ii) who attends the
meeting other than 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.  All such waivers shall be filed with the corporate  records
or made part of the minutes of the meeting.  A waiver of notice need not specify
the purpose of any regular or special meeting of the board of directors.

      3.12 ADJOURNMENT

      A majority of the directors present, whether or not constituting a quorum,
may adjourn any meeting of the board to another time and place.

      3.13 NOTICE OF ADJOURNMENT

      Notice of the time and place of holding an adjourned  meeting of the board
need not be given unless the meeting is adjourned for more than twenty-four (24)
hours. If the meeting is adjourned for more than  twenty-four  (24) hours,  then
notice of the time and place of the adjourned  meeting shall be given before the
adjourned  meeting takes place, in the manner  specified in Section 3.9 of these
bylaws, to the directors who were not present at the time of the adjournment.

      3.14 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

      Any action required or permitted to be taken by the board of directors may
be taken without a meeting,  provided that all members of the board individually
or  collectively  consent  in  writing to that  action.  Such  action by written
consent shall have the same force and effect as a unanimous vote of the board of
directors. Such written consent and any counterparts thereof shall be filed with
the minutes of the proceedings of the board of directors.

      3.15 FEES AND COMPENSATION OF DIRECTORS

      Directors and members of committees may receive such compensation, if any,
for  their  services  and  such  reimbursement  of  expenses  as may be fixed or
determined by resolution of the board of directors.  This Section 3.15 shall not
be construed to preclude any director from serving the  corporation in any other
capacity as an officer,  agent, employee or otherwise and receiving compensation
for those services.

      3.16 APPROVAL OF LOANS TO OFFICERS

      Subject to the  restrictions  of the  Sarbanes-Oxley  Act of 2002, and any
subsequent  amendments thereto,  the corporation may lend money to, or guarantee
any  obligation  of, or  otherwise  assist any officer or other  employee of the
corporation or any of its subsidiaries, including any officer or employee who is
a director  of the  corporation  or any of its  subsidiaries,  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  contained in this section shall be
deemed to deny,  limit or  restrict  the powers of  guaranty  or warranty of the
corporation at common law or under statute.


                                      -12-
<PAGE>

      3.17 SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION

      In the  event  only  one  director  is  required  by these  bylaws  or the
certificate of  incorporation,  then any reference  herein to notices,  waivers,
consents,  meetings or other  actions by a majority  or quorum of the  directors
shall be deemed to refer to such notice,  waiver,  etc., by such sole  director,
who shall have all the rights and duties and shall be entitled  to exercise  all
of the  powers  and  shall  assume  all the  responsibilities  otherwise  herein
described as given to the board of directors.

                             ARTICLE IV - COMMITEES

      4.1 COMMITTEES OF DIRECTORS

      The board of  directors  may, by  resolution  adopted by a majority of the
authorized  number of  directors,  designate  one (1) or more  committees,  each
consisting of two or more directors,  to serve at the pleasure of the board. The
board may  designate  one (1) or more  directors  as  alternate  members  of any
committee,  who may replace any absent or disqualified  member at any meeting of
the committee.  The  appointment of members or alternate  members of a committee
requires  the vote of a majority  of the  authorized  number of  directors.  Any
committee, to the extent provided in the resolution of the board, shall have and
may exercise all the powers and  authority of the board,  but no such  committee
shall have the power or authority to (i) amend the certificate of  incorporation
(except that a committee  may, to the extend  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 the  designations  and any of the  preferences  or rights of such
shares  relating to dividends,  redemption,  dissolution,  any  distribution  of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation),  (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 (v) amend the bylaws of the  corporation;  and,  unless the
board resolution  establishing  the committee,  the bylaws or the certificate of
incorporation  expressly so provide,  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 MEETINGS AND ACTION OF COMMITTEES

      Meetings  and actions of  committees  shall be  governed  by, and held and
taken in  accordance  with,  the  following  provisions  of Article III of these
bylaws:  Section 3.6 (place of  meetings;  meetings by  telephone),  Section 3.8
(regular  meetings),  Section  3.9  (special  meetings;  notice),  Section  3.10
(quorum),  Section 3.11 (waiver of notice), Section 3.12 (adjournment),  Section
3.13 (notice of  adjournment)  and Section 3.14 (board action by written consent
without  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 be determined  either by resolution of the board of directors or
by resolution of the committee,  that special meetings of committees may also be
called by  resolution  of the board of  directors,  and 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.


                                      -13-
<PAGE>

                              ARTICLE V - OFFICERS

      5.1 OFFICERS

      The  Corporate  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 (however denominated), one or more assistant secretaries, a treasurer
and  one or  more  assistant  treasurers,  and  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.

      In addition to the  Corporate  Officers  of the Company  described  above,
there may also be such  Administrative  Officers  of the  corporation  as may be
designated and appointed  from time to time by the president of the  corporation
in accordance with the provisions of Section 5.12 of these bylaws.

      5.2 ELECTION OF OFFICERS

      The Corporate Officers of the corporation,  except such officers as may be
appointed in  accordance  with the  provisions  of Section 5.3 or Section 5.5 of
these bylaws, shall be chosen by the board of directors,  subject to the rights,
if any,  of an  officer  under  contract  of  employment,  and shall  hold their
respective  offices  for such terms as the board of  directors  may from time to
time determine.

      5.3 SUBORDINATE OFFICERS

      The board of  directors  may  appoint,  or may  empower the  president  to
appoint,  such other  Corporate  Officers as the business of the corporation may
require,  each of whom shall hold  office for such  period,  have such power and
authority,  and perform  such duties as are  provided in these  bylaws or as the
board of directors may from time to time determine.

      The president may from time to time  designate and appoint  Administrative
Officers of the corporation in accordance with the provisions of Section 5.12 of
these bylaws.

      5.4 REMOVAL AND RESIGNATION OF OFFICERS

      Subject to the rights,  if any, of a Corporate  Officer under any contract
of  employment,  any  Corporate  Officer may be removed,  either with or without
cause,  by the board of directors at any regular or special meeting of the board
or, except in case of a Corporate  Officer chosen by the board of directors,  by
any  Corporate  Officer  upon whom such power of removal may be conferred by the
board of directors.

      Any Corporate  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  Corporate
Officer is a party.

      Any  Administrative  Officer designated and appointed by the president may
be removed,  either with or without  cause,  at any time by the  president.  Any
Administrative  Officer may resign at any time by giving  written  notice to the
president or to the secretary of the corporation.


                                      -14-
<PAGE>

      5.5 VACANCIES IN OFFICES

      A  vacancy  in  any  office  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 such other
powers and perform such other 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 or
she 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 or she 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 perform such other 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, and if there is no chairman
of the board,  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 the board 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.

      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 resolution 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 or she  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.


                                      -15-
<PAGE>

      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 for a purpose  reasonably  related to his
position as a director.

      The chief financial officer shall deposit all money and other valuables in
the name and to the credit of the corporation  with such  depositaries as may be
designated by the board of directors.  He or she 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 or
her  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 board of directors (or if
there be no such determination,  then in the order of their election), shall, in
the absence of the  secretary or in the event of his or her inability or refusal
to act,  perform the duties and exercise the powers of the  secretary  and shall
perform  such other  duties and have such other powers as the board of directors
may from time to time prescribe.

      5.12 ADMINISTRATIVE OFFICERS

      In addition to the Corporate  Officers of the  corporation  as provided in
Section 5.1 of these bylaws and such  subordinate  Corporate  Officers as may be
appointed in accordance with Section 5.3 of these bylaws, there may also be such
Administrative  Officers of the  corporation  as may be designated and appointed
from time to time by the president of the corporation.  Administrative  Officers
shall  perform  such  duties  and have  such  powers as from time to time may be
determined  by the  president  or the board of  directors in order to assist the
Corporate  Officers in the  furtherance of their duties.  In the  performance of
such  duties and the  exercise  of such  powers,  however,  such  Administrative
Officers shall have limited authority to act on behalf of the corporation as the
board of directors shall establish,  including but not limited to limitations on
the dollar amount and on the scope of agreements or commitments that may be made
by such Administrative Officers on behalf of the corporation,  which limitations
may not be  exceeded by such  individuals  or altered by the  president  without
further approval by the board of directors.

      5.13 AUTHORITY AND DUTIES OF OFFICERS

      In addition to the foregoing powers, authority and duties, all officers of
the corporation  shall  respectively  have such authority and powers 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.


                                      -16-
<PAGE>

    ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

      6.1 INDEMNIFICATION.

      (a)  Actions,  Suits or  Proceedings  Other Than By or in the Right of the
Corporation.  In the case of any  person  who,  by  reason of the fact that such
person  is or  was or  has  agreed  to  become  a  director  or  officer  of the
corporation,  or is or was  serving or has agreed to serve at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint  venture,  trust or  other  enterprise  (including,  without
limitation,  service with respect to employee benefit or welfare plans),  was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action,  suit,  proceeding or arbitration,  whether civil,  criminal,
administrative  or investigative  (hereinafter,  a "Proceeding"),  other than an
action  by or in the  right of the  corporation,  the  corporation  shall to the
fullest  extent  permitted by applicable  law indemnify  such person against all
costs, charges,  expenses (including  attorneys' fees),  liabilities and losses,
judgments,  fines,  amounts  paid in  settlement  and excise  taxes or penalties
assessed  with  respect  to any  employee  benefit or  welfare  plan  reasonably
incurred or suffered by such  person or on such  person's  behalf in  connection
with such action,  suit or proceeding and any appeal  therefrom,  if such person
acted in good faith and in a manner such person 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 that such
person's  conduct was unlawful.  The  termination of any 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 such person 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 such
person's conduct was unlawful.

      (b) Actions or Suits by or in the Right of the Corporation. In the case of
any person  who,  by reason of the fact that such person is or was or has agreed
to become a director or officer of the corporation,  or is or was serving or has
agreed  to serve at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  (including,  without  limitation,  service  with  respect  to
employee or welfare  benefit  plans),  was or is a party or is  threatened to be
made a party to any  threatened,  pending or completed  Proceeding  by or in the
right of the  corporation  to procure a judgment in its favor,  the  corporation
shall  indemnify such person to the fullest  extent  permitted by applicable law
against all costs,  charges,  expenses (including  attorneys' fees),  judgments,
amounts paid in settlement  and excise taxes or penalties  assessed with respect
to any employee benefit or welfare plan reasonably  incurred or suffered by such
person or on such person's behalf in connection with such action or suit and any
appeal therefrom, if such person acted in good faith and in a manner such person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no  indemnification  shall be made under this  Section
6.1(b) in respect of any claim,  issue or matter as to which such  person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery of Delaware or the court in which such action or suit
was brought shall determine upon application  that,  despite the adjudication of
such liability but in view of all the  circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and expenses
which the Court of Chancery or such other court shall deem proper.

      (c) Indemnification  for Costs,  Charges and Expenses of Successful Party.
Notwithstanding  any other  provision  of this  Article VI, to the extent that a
director  or officer of the  corporation  has been  successful  on the merits or
otherwise,  including,  without  limitation,  the dismissal of an action without
prejudice, in defense of any Proceeding referred to in Sections 6.1(a) or 6.1(b)
of these  bylaws or in  defense  of any  claim,  issue or matter  therein,  such
director or officer shall be indemnified against all costs, charges and expenses
(including attorneys' fees) actually and reasonably incurred by such director or
officer or on such director's or officer's behalf in connection therewith.


                                      -17-
<PAGE>

      (d)  Advancement  of Costs,  Charges and  Expenses.  Expenses  (including,
without limitation,  costs,  charges and attorneys' fees) incurred by a director
or  officer  referred  to in  Sections  6.1(a)  or  6.1(b)  of these  bylaws  in
connection with a Proceeding (hereinafter, an "Indemnitee") shall be paid by the
corporation,  in advance of a determination of right to indemnification pursuant
to Section 6.1(e) of these bylaws or the final  disposition of such  Proceeding,
upon the written  request of such  director or officer  (which  request shall be
directed  to the  secretary  of the  corporation  and  include  a  statement  or
statements reasonably evidencing the expenses,  costs and/or charges incurred by
such person); provided, however, that the payment of such expenses in advance of
the determination of right to  indemnification  or the final disposition of such
Proceeding  shall be made only upon receipt of an undertaking by or on behalf of
such  Indemnitee to repay such amount if it shall  ultimately be determined that
such  Indemnitee  is  not  entitled  to be  indemnified  by the  corporation  as
authorized in this Section 6.1. The corporation shall so advance expenses, costs
and other charges within 20 days' of receipt of such request (together with such
statement or statements)  from such  Indemnitee.  The board of directors may, in
such case,  and upon approval of such  Indemnitee,  authorize the  corporation's
counsel  to  represent  such  person  in any  Proceeding,  whether  or  not  the
corporation is a party to such Proceeding.

      (e) Determination of Right to Indemnification.  Any indemnification  under
Sections  6.1(a) or 6.1(b) of these bylaws (unless  ordered by a court) shall be
paid  by the  corporation  only  as  authorized  in  the  specific  case  upon a
determination that  indemnification  is proper in the circumstances  because the
Indemnitee  has met the  applicable  standard  of conduct  set forth in Sections
6.1(a) and 6.1(b) of these bylaws.  Such determination  shall be made (i) by the
board of directors by a vote or decision of directors constituting a majority of
the board of directors who are or were not parties to such  Proceeding  (whether
or not they constitute a quorum of the board of directors),  (ii) if such a vote
or decision is not  obtainable,  or, even if  obtainable,  if a majority of such
disinterested  directors so directs,  by Independent  Legal Counsel in a written
opinion,  or  (iii)  in  any  event  by the  stockholders.  In  the  event  such
determination  is to be made by Independent  Legal  Counsel,  a majority of such
disinterested  directors shall select the Independent Legal Counsel, but only an
Independent  Legal Counsel to which the Indemnitee  does not reasonably  object.
"Independent  Legal  Counsel"  means a law firm or a member  of a law firm  that
neither  presently  is,  nor in the  past  five  years  has  been,  retained  to
represent:  (x) the  corporation  or the  Indemnitee  in any matter  material to
either  such party or (y) any other  party to the  Proceeding  giving  rise to a
claim for indemnification under this Article VI.  Notwithstanding the foregoing,
the term  "Independent  Counsel"  shall not include  any person  who,  under the
applicable  standards  of  professional  conduct then  prevailing,  would have a
conflict of interest in representing either the Corporation or the Indemnitee in
an action to determine the Indemnitee's rights under this Article VI.

            (i) To obtain  indemnification  under this Article VI, an Indemnitee
      shall  submit to the  secretary  of the  corporation  a  written  request,
      including such documentation and information as is reasonably available to
      the Indemnitee and reasonably  necessary to determine  whether and to what
      extent the  Indemnitee  is entitled to  indemnification  (the  "Supporting
      Documentation").  The  determination  of the  Indemnitee's  entitlement to
      indemnification  shall be made not later than 60 days after receipt by the
      corporation of the written request for  indemnification  together with the
      Supporting  Documentation.  The secretary shall,  promptly upon receipt of
      such a request  for  indemnification,  advise  the board of  directors  in
      writing that the Indemnitee has requested indemnification.

            (ii) In the event  that a  determination  is made  pursuant  to this
      Section  6.1(e) that the  Indemnitee  is not  entitled to  indemnification
      under this  Article  VI, (A) the  Indemnitee  shall be entitled to seek an
      adjudication  of  entitlement  to  such  indemnification  either,  at  the
      Indemnitee's  sole  option,  in (x) an  appropriate  court of the State of
      Delaware  or  any  other  court  of  competent   jurisdiction  or  (y)  an
      arbitration to be conducted by a single  arbitrator  pursuant to the rules
      of the  American  Arbitration  Association;  and  (B)  any  such  judicial
      proceeding or arbitration shall be de novo and the Indemnitee shall not be
      prejudiced by reason of such adverse determination.


                                      -18-
<PAGE>

            (iii) If a  determination  shall  have  been made  pursuant  to this
      Section  6.1(e) that the  Indemnitee is entitled to  indemnification,  the
      corporation  shall  be  obligated  to pay the  amounts  constituting  such
      indemnification  within five days after such  determination  has been made
      and shall be  conclusively  bound by such  determination,  unless  (A) the
      Indemnitee  misrepresented or failed to disclose a material fact in making
      the request for indemnification or in the Supporting  Documentation or (B)
      such  indemnification  is  prohibited  by  law.  In  the  event  that  (x)
      advancement  of expenses is not timely made pursuant to Section  6.1(d) of
      these  bylaws or (y)  payment of  indemnification  is not made within five
      days after a determination of entitlement to indemnification has been made
      pursuant to this Section 6.1(e),  the Indemnitee shall be entitled to seek
      judicial  enforcement  of  the  corporation's  obligation  to  pay  to the
      Indemnitee    such    advancement   of   expenses   or    indemnification.
      Notwithstanding the foregoing,  the corporation may bring an action, in an
      appropriate court in the State of Delaware or any other court of competent
      jurisdiction,   contesting   the  right  of  the   Indemnitee  to  receive
      indemnification  hereunder due to the occurrence of an event  described in
      clause (A) or (B) of this subsection 6.1(e)(iii);  provided, however, that
      in any such  action the  corporation  shall have the burden of proving the
      occurrence of such an event.

            (iv)  The  corporation  shall be  precluded  from  asserting  in any
      judicial  proceeding  or  arbitration  commenced  pursuant to this Section
      6.1(e) that the  procedures of this Article VI are not valid,  binding and
      enforceable  and shall  stipulate  in any such  court or  before  any such
      arbitrator  that the  corporation  is bound by all the  provisions of this
      Article VI.

            (v) In the  event  that the  Indemnitee,  pursuant  to this  Section
      6.1(e),  seeks a judicial  adjudication  of or an award in  arbitration to
      enforce  rights under,  or to recover  damages for breach of, this Article
      VI, the Indemnitee shall be entitled to recover from the corporation,  and
      shall be indemnified by the corporation against, any expenses actually and
      reasonably  incurred by the Indemnitee if the Indemnitee  prevails in such
      judicial  adjudication or  arbitration.  If it shall be determined in such
      judicial  adjudication  or arbitration  that the Indemnitee is entitled to
      receive part but not all of the indemnification or advancement of expenses
      sought,  the expenses  incurred by the Indemnitee in connection  with such
      judicial adjudication or arbitration shall be prorated accordingly.

      (f) Other Rights;  Continuation of Right to Indemnification;  Limitations.
The indemnification and advancement of costs,  charges and expenses provided by,
or granted  pursuant to, this  Section 6.1 shall not be deemed  exclusive of any
other rights to which a person seeking indemnification and advancement of costs,
charges  and  expenses  may be  entitled  under any  applicable  law  (common or
statutory),  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise, both as to action in such person's official capacity and as to action
in another  capacity  while holding such office as set forth in Sections  6.1(a)
and 6.1(b) of these bylaws or otherwise,  and,  unless  otherwise  provided when
authorized  or  ratified,  shall  continue as to a person who has ceased to hold
such  office and shall inure to the  benefit of the  estate,  heirs,  executors,
legal  representatives and administrators of such person. The provisions of this
Article VI shall be applicable to Proceedings  commenced or continuing after the
adoption of this Article VI,  whether  arising from acts or omissions  occurring
before or after such adoption.  All rights to indemnification under this Section
6.1 shall be deemed to be a contract  between the  corporation and each director
and officer of the corporation who serves or served in such capacity at any time
while this Section 6.1 is in effect.  Any repeal or modification of this Section
6.1 or any repeal or modification of relevant  provision of the Delaware General
Corporation  Law or any other  applicable laws shall not in any way diminish any
rights to  indemnification of such director or officer or the obligations of the
corporation  arising  hereunder.  Notwithstanding  any other  provision  of this
Article VI, the corporation shall be required to indemnify and/or advance costs,
charges and expenses to a person in connection with Proceeding (or part thereof)
initiated by such person only if the Proceeding (or part thereof) was authorized
by the board of directors.  Notwithstanding  any other provision of this Article
VI, the  corporation  shall not  indemnify  and/or  advance  costs,  charges and
expenses  to a person in  connection  with  preparing  to serve or  serving as a
witness in  cooperation  with any party or entity who or which has threatened or
commenced any action, suit or proceeding against the corporation, any subsidiary
thereof or any  director,  officer or  employee of the  corporation  or any such
subsidiary.


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<PAGE>

      (g)  Indemnification of Employees and Other Agents. The board of directors
in its discretion shall have the power on behalf of the corporation,  subject to
applicable  law, and upon such terms and subject to such conditions as the board
of  directors  shall  determine,  to  indemnify  any person  made a party to any
Proceeding by reason of the fact that such person,  or such person's testator or
intestate,  is or was an  employee  or  other  agent of the  corporation  and to
advance costs, charges and expenses (including attorneys' fees) incurred by such
person in defending any such Proceeding.

      6.2 INSURANCE; CONTRACTS; FUNDING

      The  corporation  may  purchase  and  maintain  insurance on behalf of any
person who is or was or has agreed to become a  director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise (including, without limitation, service
with  respect to  employee  benefit  or welfare  plans)  against  any  liability
asserted  against  such person and  incurred by such person or on such  person's
behalf in any such  capacity,  or arising out of such  person's  status as such,
whether or not the  corporation  would have the power to  indemnify  such person
against such liability  under the provisions of this Article VI. The corporation
may enter into  contracts  with any such person in furtherance of the provisions
of this Article VI and may create a trust fund, grant a security interest or use
other means (including,  without  limitation,  a letter of credit) to ensure the
payment  of such  amounts  as may be  necessary  to  effect  indemnification  as
provided or authorized in this Article VI.

      6.3 SAVINGS CLAUSE

      If this  Article VI or any  portion  hereof  shall be  invalidated  on any
ground  by any  court of  competent  jurisdiction,  then the  corporation  shall
nevertheless indemnify each director and officer of the corporation as to costs,
charges and expenses (including attorneys' fees),  judgments,  fines and amounts
paid in  settlement  and excise  taxes or  penalties  assessed  with  respect to
employee benefit or welfare plans actually and reasonably  incurred with respect
to any Proceeding, including an action by or in the right of the corporation, to
the fullest extent  permitted by any applicable  portion of this Article VI that
shall not have been invalidated.

                        ARTICLE VII - RECORDS AND REPORTS

      7.1 MAINTENANCE AND INSPECTION OF RECORDS

      The corporation shall, either at its principal executive office or at such
place or places as designated  by the board of  directors,  keep a record of its
stockholders  listing  their  names and  addresses  and the  number and class of
shares  held by each  stockholder,  a copy of these  bylaws as  amended to date,
accounting books and other records of its business and properties.

      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 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.


                                      -20-
<PAGE>

      7.2 INSPECTION BY DIRECTORS

      Any  director  shall have the right to examine (and to make copies of) the
corporation's  stock ledger,  a list of its stockholders and its other books and
records for a purpose reasonably related to his or her position as a director.

      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.

      7.4 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

      The chairman of the board, if any, the president,  any vice president, the
chief  financial  officer,  the  secretary  or any  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 the
stock of any other  corporation  or  corporations  standing  in the name of this
corporation. The authority herein granted may be exercised either by such person
directly  or by any  other  person  authorized  to do so by  proxy  or  power of
attorney duly executed by such person having the authority.

      7.5 CERTIFICATION AND INSPECTION OF BYLAWS

      The original or a copy of these bylaws, as amended or otherwise altered to
date, certified by the secretary,  shall be kept at the corporation's  principal
executive  office and shall be open to  inspection  by the  stockholders  of the
corporation, at all reasonable times during office hours.

                         ARTICLE VIII - GENERAL MATTERS

      8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

      For purposes of determining the  stockholders  entitled to receive payment
of any  dividend  or  other  distribution  or  allotment  of any  rights  or the
stockholders  entitled  to  exercise  any  rights  in  respect  of  any  change,
conversion or exchange of stock,  or for the purpose of any other lawful action,
the board of  directors  may fix, in  advance,  a record  date,  which shall not
precede the date upon which the resolution fixing the record date is adopted and
which  shall not be more than sixty (60) days  before any such  action.  In that
case, only  stockholders of record at the close of business on the date so fixed
are entitled to receive the dividend, distribution or allotment of rights, or to
exercise such rights,  as the case may be,  notwithstanding  any transfer of any
shares on the books of the corporation after the record date so fixed, except as
otherwise provided by law.


                                      -21-
<PAGE>

      If the board of directors  does not so fix a record date,  then the record
date for determining  stockholders for any such purpose shall be at the close of
business  on the day on which  the  board of  directors  adopts  the  applicable
resolution.

      8.2 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.

      8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

      The board of directors,  except as otherwise provided in these bylaws, may
authorize and empower 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 power and  authority  may be general or  confined to specific
instances. Unless so authorized or ratified 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.

      8.4 STOCK CERTIFICATES: TRANSFER: 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 or  vice-chairman
of the  board of  directors,  or the  president  or  vice-president,  and by the
treasurer or an assistant treasurer,  or the secretary or an assistant secretary
of such 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 or she were  such  officer,
transfer agent or registrar at the date of issue.

      Certificates  for shares  shall be of such form and device as the board of
directors  may  designate  and shall state the name of the record  holder of the
shares represented thereby;  its number; date of issuance;  the number of shares
for  which it is  issued;  a  summary  statement  or  reference  to the  powers,
designations,  preferences  or  other  special  rights  of  such  stock  and the
qualifications,  limitations or restrictions of such preferences  and/or rights,
if any;  a  statement  or  summary of liens,  if any;  a  conspicuous  notice of
restrictions  upon transfer or registration of transfer,  if any; a statement as
to any applicable  voting trust agreement;  if the shares be assessable,  or, if
assessments are collectible by personal action, a plain statement of such facts.

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


                                      -22-
<PAGE>

      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
therefore.  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 therefore 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.

      8.5 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 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.

      8.6 LOST CERTIFICATES

      Except as provided in this  Section  8.6,  no new  certificate  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 board of
directors,  may,  in case any share  certificate  or  certificate  for any other
security is lost,  stolen or destroyed,  authorize  the issuance of  replacement
certificates  on such terms and  conditions as the board may require;  the board
may  require  indemnification  of the  corporation  secured  by a bond or  other
adequate security  sufficient to protect the corporation  against any claim that
may be made against it,  including any expense or  liability,  on account of the
alleged loss,  theft or  destruction  of the  certificate or the issuance of the
replacement certificate.

      8.7 TRANSFER AGENT AND REGISTRARS

      The board of directors may appoint one or more transfer agents or transfer
clerks, and one or more registrars,  each of which shall be an incorporated bank
or trust  company - either  domestic or foreign,  who shall be appointed at such
times and places as the  requirements of the corporation may necessitate and the
board of directors may designate.

      8.8 CONSTRUCTION: DEFINITIONS

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


                                      -23-
<PAGE>

                             ARTICLE IX - AMENDMENTS

      The original or other bylaws of the corporation may be adopted, amended or
repealed by the  stockholders  entitled to vote or by the board of  directors of
the  corporation.  The fact  that  such  power  has been so  conferred  upon the
directors shall not divest the  stockholders of the power, nor limit their power
to adopt, amend or repeal bylaws.

      Whenever an amendment  or new bylaw is adopted,  it shall be copied in the
book of bylaws with the original bylaws, in the appropriate  place. If any bylaw
is repealed, the fact of repeal with the date of the meeting at which repeal was
enacted or the filing of the  operative  written  consent(s)  shall be stated in
said book.


                                      -24-