EXHIBIT 3.05


                            BY-LAWS OF TOPTEAM, INC.

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                                  TOPTEAM, INC.
                                     BY-LAWS


                                  STOCKHOLDERS

         SECTION 1.        ANNUAL MEETING OF STOCKHOLDERS.

         The annual meeting of  stockholders  of the Corporation for the purpose
of electing  directors and of  transacting  such other  business as may properly
come  before  the  meeting  shall  be held at such  place  and  time as shall be
designated by the Board of Directors.

         SECTION 2.        SPECIAL MEETINGS OF STOCKHOLDERS.

         Subject  to the  rights of the  holders of any class or series of stock
having a preference  over the Common Stock as to dividends or upon  liquidation,
special  meetings  of the  stockholders  for any purpose may be called only by a
majority of the entire Board of Directors.

         SECTION 3.        NOTICE OF MEETING.

         The  Secretary  shall  cause  written  notice  of the  time,  place and
purposes of each meeting to be mailed, or delivered personally, not less than 10
nor more than 60 days before the date of the  meeting,  to each  stockholder  of
record entitled to vote at the meeting.

         Attendance  of a person at a meeting of  stockholders,  in person or by
proxy,  constitutes  a  waiver  of  notice  of  the  meeting,  except  when  the
stockholder  attends a meeting  for the  express  purpose of  objecting,  at the
beginning  of the  meeting,  to the  transactions  of any  business  because the
meeting is not lawfully called or convened.

         SECTION 4.        QUORUM.

         At any meeting of stockholders  the holders of a majority of the shares
of the capital stock of the  Corporation  issued and outstanding and entitled to
vote,  present in person or represented by proxy,  shall  constitute a quorum of
the  stockholders  for all purposes  unless a greater or lesser  quorum shall be
provided  by law or by the  Certificate  of  Incorporation  and in such case the
representation  of the  number  so  required  shall  constitute  a  quorum.  The
stockholders  present  in person  or by proxy at a meeting  at which a quorum is
present  may  continue  to  do  business  until   adjournment,   notwithstanding
withdrawal of enough stockholders to leave less than a quorum.

         Whether or not a quorum is present,  the meeting may be adjourned  from
time  to time  by the  Chairman  of the  meeting  or  upon a vote of the  shares
present. At any such adjourned meeting, at which a quorum shall be present,  any
business may be  transacted  which might have been  transacted at the meeting if
held at the time specified in the notices thereof.

         SECTION 5.        ORGANIZATION.

         The Chairman of the Board of Directors,  the Vice Chairman of the Board
of Directors,  the  President,  or such Executive  Vice  President,  Senior Vice
President  or Vice  President  as the  Chairman  of the Board of  Directors  may
designate,  shall act as Chairman of meetings of the stockholders.  The Board of
Directors or the  stockholders may appoint any stockholder to act as Chairman of
any meeting in the absence of the Chairman of the Board of Directors, the Vice

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Chairman  of  the  Board  of  Directors,   the  President,  the  Executive  Vice
Presidents, the Senior Vice Presidents and the Vice Presidents.

         The Secretary of the Corporation shall act as Secretary at all meetings
of the  stockholders;  but in the absence of the Secretary,  the Chairman of the
meeting may appoint any person to act as Secretary of the meeting.

         SECTION 6.        VOTING.

         At any meeting of the stockholders,  every stockholder entitled to vote
may vote in person or by proxy  authorized  by an  instrument in writing or by a
transmission permitted by law filed in accordance with the procedure established
for the  meeting.  Any  copy,  facsimile  telecommunication  or  other  reliable
reproduction of the writing or transmission  created  pursuant to this paragraph
may be substituted or used in lieu of the original  writing or transmission  for
any and all  purposes for which the original  writing or  transmission  could be
used, provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or transmission.

         All voting,  including on the election of directors but excepting where
otherwise required by law, may be by a voice vote; provided,  however, that upon
demand  therefore by a  stockholder  entitled to vote or by his or her proxy,  a
stock vote shall be taken.  Every stock vote shall be taken by ballots,  each of
which shall  state the name of the  stockholder  or proxy  voting and such other
information as may be required under the procedure  established for the meeting.
The Corporation may, and to the extent required by law, shall, in advance of any
meeting of stockholders, appoint one or more inspectors to replace any inspector
who fails to act. If no  inspector  or  alternate is able to act at a meeting of
stockholders,  the  person  presiding  at the  meeting  may,  and to the  extent
required by law,  shall,  appoint one or more  inspectors to act at the meeting.
Each inspector, before entering upon the discharge of his duties, shall take and
sign an  oath  faithfully  to  execute  the  duties  of  inspector  with  strict
impartiality  and  according  to the best of his  ability.  Every  vote taken by
ballots shall be counted by an inspector or inspectors appointed by the chairman
of the meeting.

         All elections shall be determined by a plurality of the votes cast, and
except as otherwise  required by law, all other matters shall be determined by a
majority of the votes cast affirmatively or negatively.

         SECTION 7.        INSPECTORS OF ELECTIONS.

         The Board of Directors or Chairman of the meeting and  stockholders may
appoint one or more  inspectors  to count and  tabulate the votes and to perform
such other acts or duties as may be  requested  by the  Chairman  or required by
law. On request of the Chairman of the meeting or as otherwise  required by law,
the  inspectors  shall make and execute a written  report to the Chairman of the
meeting of any facts found by them and matters determined by them. The report is
prima  facie  evidence  of the facts  stated  and of the vote  certified  by the
inspectors.

         SECTION 8.        STOCK LIST.

         A complete  list of  stockholders  entitled  to vote at any  meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares  registered in his
or her name, shall be open to the examination of any such  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 the  Corporation's

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principal  place of business or 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 stock list shall  also be kept at the place of the  meeting  during
the  whole  time  thereof  and  shall  be open to the  examination  of any  such
stockholder who is present. This 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.

         SECTION 9.        CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.

         Any action  required  to be taken at any  annual or special  meeting of
stockholders of the Corporation,  or any action which may be taken at any annual
or special meeting of the 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 and shall be  delivered  to the  Corporation  by
delivery to its registered office in Delaware,  its principal place of business,
or an officer or agent of the  Corporation  having  custody of the book in which
proceedings  of meetings of  stockholders  are  recorded.  Delivery  made to the
Corporation's  registered  office  shall  be made by  hand  or by  certified  or
registered mail, return receipt requested.

         Every  written  consent  shall  bear  the  date  of  signature  of each
stockholder  who signs the consent and no written  consent shall be effective to
take the corporate action referred to therein unless,  within sixty (60) days of
the date the earliest dated consent is delivered to the  Corporation,  a written
consent or consents signed by a sufficient  number of holders to take action are
delivered to the Corporation in the manner  prescribed in the first paragraph of
this Section.

                                    DIRECTORS

         SECTION 1.        NUMBER.

         The business and affairs of the Corporation  shall be managed under the
direction of the Board of Directors  which,  subject to any right of the holders
of any series of Preferred Stock then outstanding to elect additional  directors
under specified circumstances,  shall consist of not less than 1 nor more than 5
persons.   The  exact  number  of  directors  within  the  minimum  and  maximum
limitations specified in the preceding sentence shall be fixed from time to time
by the Board of Directors  pursuant to a resolution adopted by a majority of the
total authorized number of Directors.

         SECTION 2.        TERMS.

         The  directors,  other than those who may be elected by the  holders of
any class or series of stock  having a  preference  over the Common  Stock as to
dividends or upon  liquidation,  shall be divided into three classes,  as nearly
equal in number  as  reasonably  possible,  with the term of office of the first
class to expire at the 2000 Annual Meeting of  Stockholders,  the term of office
of the second class to expire at the 2001 Annual Meeting of Stockholders and the
term of office  of the third  class to  expire  at the 2002  Annual  Meeting  of
Stockholders.  At each Annual  Meeting of  Stockholders  following  such initial
classification and election,  directors elected to succeed those directors whose
terms  expire  shall be  elected  for a term of  office  to  expire at the third
succeeding Annual Meeting of Stockholders after their election.

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         SECTION 3.        NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

         Subject to the rights of the holders of any series of  Preferred  Stock
then outstanding, newly created directorships resulting from any increase in the
authorized  number of  directors  or any  vacancies  in the  Board of  Directors
resulting from death, resignation,  retirement,  disqualification,  removal from
office  or other  cause  shall be  filled by a  majority  vote of the  directors
remaining in office,  although less than a quorum, and directors so chosen shall
hold office for a term expiring at the Annual Meeting of  Stockholders  at which
the term of the class to which they have been  elected  expires.  No decrease in
the number of directors  constituting  the Board of Directors  shall shorten the
term of any incumbent director.

         SECTION 4.        REMOVAL.

         Subject to the rights of the holders of any series of  Preferred  Stock
then outstanding, any director, or the entire Board of Directors, may be removed
from office at any time, but only for cause and only by the affirmative  vote of
the  holders  of at least 80% of the  voting  power of all of the  shares of the
Corporation  entitled to vote  generally  in the election of  directors,  voting
together as a single class.

         SECTION 5.        NOMINATIONS OF DIRECTOR CANDIDATES.

         NOMINATIONS OF CANDIDATES FOR ELECTION AS DIRECTORS OF THE  CORPORATION
AT ANY MEETING OF  STOCKHOLDERS  CALLED FOR ELECTION OF DIRECTORS  (AN "ELECTION
MEETING") MAY BE MADE BY THE BOARD OF DIRECTORS OR BY ANY  STOCKHOLDER  ENTITLED
TO VOTE AT SUCH  ELECTION  MEETING WHO COMPLIES  WITH THE  REQUIREMENTS  OF THIS
SECTION 4.

         NOMINATIONS  MADE BY THE BOARD OF DIRECTORS  SHALL BE MADE AT A MEETING
OF THE BOARD OF  DIRECTORS,  OR BY  WRITTEN  CONSENT OF  DIRECTORS  IN LIEU OF A
MEETING, NOT LESS THAN 30 DAYS PRIOR TO THE DATE OF THE ELECTION MEETING. AT THE
REQUEST OF THE SECRETARY OF THE CORPORATION  EACH PROPOSED NOMINEE SHALL PROVIDE
THE  CORPORATION  WITH SUCH  INFORMATION  CONCERNING  THEMSELVES AS IS REQUIRED,
UNDER THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION, TO BE INCLUDED IN THE
CORPORATION'S  PROXY  STATEMENT  SOLICITING  PROXIES  FOR  THEIR  ELECTION  AS A
DIRECTOR.

         NOT LESS THAN 90 DAYS PRIOR TO THE DATE OF THE ELECTION  MEETING IN THE
CASE OF AN ANNUAL  MEETING AND NOT MORE THAN 7 DAYS FOLLOWING THE DATE OF NOTICE
OF THE MEETING IN THE CASE OF A SPECIAL MEETING,  ANY STOCKHOLDER WHO INTENDS TO
MAKE A  NOMINATION  AT THE  ELECTION  MEETING  SHALL  DELIVER  A  NOTICE  TO THE
SECRETARY OF THE CORPORATION  SETTING FORTH (I) THE NAME, AGE,  BUSINESS ADDRESS
AND  RESIDENCE  ADDRESS  OF EACH  NOMINEE  PROPOSED  IN SUCH  NOTICE,  (II)  THE
PRINCIPAL  OCCUPATION OR  EMPLOYMENT  OF EACH SUCH NOMINEE,  (III) THE NUMBER OF
SHARES OF CAPITAL STOCK OF THE CORPORATION WHICH ARE BENEFICIALLY  OWNED BY EACH
SUCH NOMINEE,  (IV) A STATEMENT  THAT THE NOMINEE IS WILLING TO BE NOMINATED AND
(V) SUCH OTHER  INFORMATION  CONCERNING  EACH SUCH NOMINEE AS WOULD BE REQUIRED,
UNDER THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION,  IN A PROXY STATEMENT
SOLICITING PROXIES FOR THE ELECTION OF SUCH NOMINEES.

         IN THE  EVENT  THAT A PERSON IS  VALIDLY  DESIGNATED  AS A  NOMINEE  IN
ACCORDANCE  WITH  PARAGRAPH  (B) OR  PARAGRAPH  (C) HEREOF AND SHALL  THEREAFTER
BECOME UNABLE OR UNWILLING TO STAND FOR ELECTION TO THE BOARD OF DIRECTORS,  THE
BOARD OF DIRECTORS OR THE STOCKHOLDER WHO PROPOSED SUCH NOMINEE, AS THE CASE MAY
BE, MAY DESIGNATE A SUBSTITUTE NOMINEE.

         IF THE CHAIRMAN OF THE ELECTION  MEETING  DETERMINES  THAT A NOMINATION
WAS NOT MADE IN ACCORDANCE  WITH THE  PROCEDURES AS SET FORTH IN THESE  BY-LAWS,
SUCH NOMINATIONS SHALL BE VOID.

         SECTION 6.        REGULAR MEETINGS.

         Regular  meetings of the Board of Directors shall be held at such place
or places,  on such date or dates,  and at such time or times as shall have been
established  by the Board of Directors and  publicized  among all  directors.  A
notice of each regular meeting shall not be required.

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         SECTION 7.        SPECIAL MEETINGS.

         Special  meetings  of the  Board of  Directors  shall be held  whenever
called by  direction  of the  Chairman of the Board of Directors or three of the
directors.

         SECTION 8.        NOTICE OF MEETINGS.

         The  Secretary  shall give notice of the time and place of holding each
meeting  (except for the meeting  immediately  following  the annual  meeting of
stockholders) by mailing such notice at least three (3) days before the meeting,
or by  telegraphing  the same at least two (2) days  before the  Meeting to each
Director.

         SECTION 9.        PRESENCE AT MEETING.

         A member of the  Board of  Directors  or of a  Committee  thereof,  may
participate   in  a  meeting  by  means  of  conference   telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.  Participation in this manner constitutes  presence
in person at the meeting.

         SECTION 10.       QUORUM.

         A majority of the members of the Board of Directors then in office,  or
of a  committee  thereof,  shall  constitute  a quorum  for the  transaction  of
business, except that the Chairman of the Board and two additional members shall
constitute a quorum of the Executive  Committee of the Board of  Directors,  and
the vote of a majority of the members  present at a meeting of which a quorum is
present shall be the act of the Board of Directors or of the Committee  thereof,
except for the  amendment of the By-laws  which shall require a vote of not less
than a majority of the members of the Board of Directors then in office.

         SECTION 11.       ACTION WITHOUT A MEETING.

         Action  required or  permitted to be taken at a meeting of the Board of
Directors,  or a  committee  thereof,  may be taken  without a  meeting,  if all
members  of the  Board of  Directors  or of the  committee  consent  thereto  in
writing. The written consents shall be filed with the minutes of the proceedings
of the Board of Directors or  Committee.  The consent shall have the same effect
as a vote of the Board of Directors or Committee thereof for all purposes.

         SECTION 12.       ORGANIZATION.

         At all meetings of the Board of Directors  the Chairman of the Board of
Directors,  the Vice  Chairman  of the Board of  Directors,  the  President,  an
Executive Vice  President,  a Senior Vice President or a Vice  President,  or in
their absence a member of the Board to be selected by the members present, shall
preside as Chairman of the meeting.  The Secretary or an Assistant  Secretary of
the Corporation shall act as secretary of all meetings of the Board, except that
in their  absence the Chairman of the meeting may  designate any other person to
act as secretary.

         At meetings of the Board of Directors  business  shall be transacted in
such order as from time to time the Board may determine.

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         SECTION 13.       COMMITTEES OF THE BOARD.

         The Board of Directors may designate one or more Committees,  including
an  Executive  Committee,  each  consisting  of one  or  more  Directors  of the
Corporation as members and one or more Directors as alternate members, with such
power and  authority as prescribed by the By-laws or as provided in a resolution
of the Board of Directors.  Each Committee, and each member thereof, shall serve
at the pleasure of the Board of Directors.

         SECTION 14.       COMPENSATION.

         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 such
payment shall  preclude any Director from serving the  Corporation  in any other
capacity and receiving compensation therefor. Members of Committees of the Board
of Directors may be allowed like compensation for attending Committee meetings.

                                    OFFICERS

         SECTION 1.        OFFICERS.

         The  officers  of the  Corporation  shall be a Chairman of the Board of
Directors, one or more Vice Chairmen of the Board of Directors, a President, one
or more Executive Vice Presidents,  one or more Senior Vice  Presidents,  one or
more Vice  Presidents,  a Secretary,  a Treasurer and a Controller,  all of whom
shall be  subject  to the  control  of the  Board  of  Directors.  The  Board of
Directors, immediately after each annual meeting of stockholders, shall select a
Chairman of the Board of  Directors,  one or more Vice  Chairmen of the Board of
Directors,  a President and one or more Executive Vice  Presidents,  Senior Vice
Presidents and Vice Presidents,  and a Secretary,  a Treasurer and a Controller.
Any two or more of the above  offices may be held by the same persons  except as
prohibited  by law,  but no  officer  shall  execute,  acknowledge  or verify an
instrument in more than one capacity if the  instrument is required by law or by
the  Certificate of  Incorporation  or By-laws to be executed,  acknowledged  or
verified by two or more officers.  The Board of Directors may select at any time
such  additional  officers or assistant  officers as they may deem desirable and
who shall have such authority and shall perform such duties as from time to time
may be prescribed by the Board of Directors.

         All officers  shall be subject to removal with or without  cause at any
time by the  affirmative  vote of a  majority  of the  members  of the  Board of
Directors then in office.

         SECTION 2.        TERM OF OFFICE.

         The  term of each  officer  shall  be  until  the  succeeding  Board of
Directors meeting immediately  following the next annual meeting of stockholders
and until his  successor is elected and qualified  unless  sooner  terminated as
provided or permitted by the By-laws or by law.

         SECTION 3.        POWERS  AND  DUTIES OF THE  CHAIRMAN  OF THE BOARD OF
                           DIRECTORS.

         The  Chairman of the Board of  Directors  shall be the chief  executive
officer  of the  Corporation  and,  subject  to the  direction  of the  Board of
Directors,  shall have the  general  management  and  control of the affairs and
business of the  Corporation;  shall preside at all meetings of shareholders and
directors;  shall  perform  all other  duties  and shall  have all other  powers
commonly incident to the office or delegated by the Board of Directors, or which

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are or may at any time be  authorized  or  required  by law;  and shall,  in the
absence or incapacity of the President, perform all the duties and functions and
exercise all the powers of the President.

         SECTION 4.        VICE CHAIRMAN OF THE BOARD OF DIRECTORS.

         The Vice Chairman of the Board of Directors  shall have such powers and
perform such duties as may be assigned by the Board of Directors or be delegated
by the Chairman of the Board of Directors.

         SECTION 5.        PRESIDENT.

         The President shall be the chief  operating  officer of the Corporation
and,  subject to the direction of the Board of Directors and the Chairman of the
Board of Directors,  shall have general charge, control and supervision over the
administration  and operations of the Corporation;  shall perform all the duties
and  functions  and  exercise  all the  powers of the  Chairman  of the Board of
Directors  in the  absence  or  disability  of the  Chairman  of  the  Board  of
Directors; and shall have all other powers and perform all other duties commonly
incident to the office or delegated by the Board of Directors or by the Chairman
of the  Board of  Directors,  or which are or may at any time be  authorized  or
required by law.

         SECTION 6.        VICE PRESIDENT.

         Each Executive Vice  President,  each Senior Vice President and each of
the other Vice Presidents  shall have such powers and perform such duties as may
be assigned by the Board of  Directors  or be  delegated  by the Chairman of the
Board of Directors and the President. In case of death, disability or absence of
the Chairman of the Board of Directors and the President, the powers, duties and
functions of the President  shall be temporarily  performed and exercised by the
Vice  Chairman  of the  Board of  Directors  or such one of the  Executive  Vice
Presidents, Senior Vice Presidents or the Vice Presidents as shall be designated
by the Board of Directors,  or if not  designated by the Board of Directors,  by
the Chairman of the Board of Directors or the President.

         SECTION 7.        POWERS AND DUTIES OF THE SECRETARY.

         The   Secretary   shall  keep  the  minutes  of  all  meetings  of  the
stockholders and of the Board of Directors, and also (unless otherwise directed)
the minutes of all meetings of committees.  The Secretary shall procure and keep
in the files copies of the minutes of all meetings of stockholders and Boards of
Directors of all  corporations  which the  Corporation  controls by ownership of
stock or otherwise.  The Secretary shall attend to the giving and serving of all
notices and shall be custodian of the seal of the Corporation. The Secretary may
sign with the Chairman of the Board of Directors, the Vice Chairman of the Board
of Directors, the President or a Vice President, in the name of the Corporation,
all bonds,  contracts and  instruments of conveyance  authorized by the Board of
Directors, and when so ordered by the Board of Directors shall affix the seal of
the Corporation  thereto.  The Secretary shall have charge of all such books and
papers  as the  Board  of  Directors  may  direct;  all of  which  shall  at all
reasonable  times be open to the examination of any director upon application at
the office of the Corporation during business hours. The Secretary shall publish
promptly to stockholders  any action in respect to dividends or the allotment of
rights for subscription to securities.  The Secretary shall, in general, perform
all the duties incident to the office of the Secretary,  and shall be subject in
all matters to the control of the Board of Directors.

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         SECTION 8.        ASSISTANT SECRETARY.

         The Board of Directors may appoint an Assistant  Secretary or more than
one Assistant  Secretary.  Each Assistant  Secretary  shall have such powers and
shall perform such duties as may be delegated by the Board of Directors.

         SECTION 9.        POWERS AND DUTIES OF THE TREASURER.

         The Treasurer shall have custody of all funds of the  Corporation.  The
Treasurer is  authorized  and empowered to receive and collect all moneys due to
the  Corporation and to receipt  therefor.  All moneys received by the Treasurer
shall be deposited to the credit of the  Corporation  with such  depositories as
may be  designated  by the Board of  Directors;  the  Treasurer  may endorse for
deposit therein, or for collection, all checks, drafts, vouchers, notes or other
obligations  drawn  to the  order  of the  Corporation  or  payable  to it.  The
Treasurer  is  authorized  to pay, by check or  otherwise,  vouchers,  payrolls,
drafts and other accounts payable when approved for payment by the Controller or
such person or persons as may be designated by the Controller  with the approval
of the  Chairman  of the  Board  of  Directors  or the  President;  also to make
disbursements  which have been otherwise ordered or provided for by the Board of
Directors,  and for  dividends or stock when due and payable.  The  Treasurer is
also  authorized  to  draw  checks  against  any  funds  to  the  credit  of the
Corporation with any of its depositories;  but all checks drawn by the Treasurer
except as otherwise provided for by resolution of the Board of Directors,  shall
be  countersigned  by  the  Controller  or  such  person  or  persons  as may be
designated by the  Controller  with the approval of the Board of Directors,  the
Chairman  of the  Board of  Directors,  or the  President  from  time to time to
countersign  the same. The Treasurer  shall sign, with the Chairman of the Board
of  Directors  or the  President  or such  other  person  or  persons  as may be
designated for the purpose by the Board of Directors,  all bills of exchange and
promissory notes of the Corporation.  The Treasurer shall enter regularly in the
books of the Corporation,  to be kept by the Treasurer for that purpose,  a full
and accurate account of all moneys received and paid by the Treasurer on account
of the  Corporation;  and shall render reports thereof to the Controller at such
times and in such form as the latter may  prescribe.  The  Treasurer  shall have
charge of the capital stock transfer records, ledgers and unissued and cancelled
certificates  and shall  prepare and  certify  for use at the annual  meeting of
stockholders a list,  alphabetically  arranged,  of the stockholders entitled to
vote at such meeting.  Whenever required by the Board of Directors the Treasurer
shall  render a statement of the cash and  security  accounts,  and shall at all
reasonable  times  exhibit  the  books  and  accounts  to  any  director  of the
Corporation  upon  application at the office of the Corporation  during business
hours.  The  Treasurer  shall  perform all acts  incident to the position of the
Treasurer,  and be  subject  in all  matters  to the  control  of the  Board  of
Directors.  The Treasurer shall give a bond for the faithful discharge of his or
her duties in such sum as the Board of Directors may require.

         SECTION 10.       ASSISTANT TREASURER.

         The Board of Directors may appoint an Assistant  Treasurer or more than
one Assistant  Treasurer.  Each Assistant  Treasurer  shall have such powers and
perform such duties as may be delegated by the Board of Directors.

         SECTION 11.       POWERS AND DUTIES OF THE CONTROLLER.

         The Board of Directors  shall appoint a Controller who shall  prescribe
the system of accounts.  The Controller shall have immediate charge of all books
and records of account kept in Santa Clara,  except as otherwise provided for by
resolution of the directors,  and the Controller  shall have the supervision and
direction for all other accounts of the Corporation and of any corporation which
this  Corporation  controls by ownership of stock or otherwise.  The  Controller
shall require  reports from the Treasurer and from all other officers and agents

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of the Corporation  who receive or disburse funds for its account,  at such time
and in such form as the Controller may deem advisable,  showing all receipts and
disbursement for the Corporation's  account, the Controller shall be responsible
for the auditing and vouching of all  disbursements,  and shall have the custody
of all vouchers, drafts, invoices and other evidences of such disbursements. The
Controller shall maintain,  or cause to be maintained,  necessary records of the
Corporation's  personal  property so that proper accounting may be had therefor,
and may require  such  periodical  reports  from the  custodians  thereof as the
Controller  may deem  necessary.  The  Controller  shall approve for payment all
vouchers,  payrolls,  drafts and other  accounts  payable  when  authorized  and
approved by the Chairman of the Board of  Directors or the  President or by such
person or persons as may be designated by the Chairman of the Board of Directors
or the President in writing,  the Controller shall  countersign all warrants for
the  depositing of securities  in the safe deposit boxes of the  Corporation  or
their withdrawal therefrom, the Controller shall countersign all checks drawn by
the Treasurer against any funds to the credit of the Corporation with any of its
depositaries  except as  otherwise  provided for by  resolution  of the Board of
Directors;  and the Controller  may, with the approval of the Board of Directors
or of the  Chairman of the Board of Directors or the  President,  delegate  such
duties by  designation  in writing,  to one or more of his/her  assistants.  The
Controller  shall compile and maintain such accounting and  statistical  records
and data as may be  required,  and shall  prepare  and  submit to the  executive
officers and to the Board of Directors  such  periodical  and special  financial
statements as may be called for by them. The Controller  shall be subject in all
matters to the control of the Board of Directors.

         SECTION 12.       ASSISTANT CONTROLLER.

         The Board of  Directors  may appoint an Assistant  Controller,  or more
than one,  each of whom shall have such powers and shall  perform such duties of
the Controller as shall be assigned by the Board of Directors.

         SECTION 13.       POWERS AND DUTIES OF THE GENERAL AUDITOR.

         The Board of Directors may appoint a General Auditor who shall be under
the direction of the Chief  Financial  Officer of the  Corporation and who shall
have such powers and perform  such  duties as may be  delegated  by the Board of
Directors.  Included  among the General  Auditor's  responsibilities  may be the
review of  accounting,  financial  and  other  operations  to  assure  effective
controls and  follow-through  of policies and procedures,  the  safeguarding and
proper use of assets, the  appropriateness of financial  statements,  underlying
records  and  reports,   and  the  compliance  with  accounting   standards  and
requirements. The General Auditor shall have the right to report directly to the
Audit Committee of the Board of Directors on any matters of significance  coming
to the General Auditor's attention in the conduct of the office.


                                  CAPITAL STOCK

         SECTION 1.        CERTIFICATES OF STOCK.

         The  certificates  for shares of the capital  stock of the  Corporation
shall be in such  form as shall  be  approved  by the  Board of  Directors.  The
certificates  shall be signed by the  Chairman of the Board of  Directors or the
Vice  Chairman  of  the  Board  of  Directors,  the  President,  Executive  Vice
President,  Senior Vice President or Vice President and also by the Treasurer or
the  Secretary,  and  may be  sealed  with  the  seal of the  Corporation,  or a
facsimile thereof.

         The  signatures  of the  aforesaid  officers may be  facsimiles  if the
certificate  is  countersigned  by a transfer agent or registered by a registrar
other  than  the  Corporation  or  its  employee.  The  validity  of  any  stock

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certificate  of the  Corporation  signed and  executed by or in the name of duly
qualified  officers of the  Corporation  shall not be affected by the subsequent
death,  resignation,  or the ceasing for any other reason of any such officer to
hold  such  office,  whether  before or after  the date  borne by or the  actual
delivery of such certificates.

         The name of the person owning the shares represented thereby,  with the
number  of  such  shares  and  the  date  of  issue,  shall  be  entered  on the
Corporation's capital stock records.

         All certificates surrendered to the Corporation shall be cancelled, and
no new  certificates  shall be issued until the former  certificate for the same
number of shares shall have been  surrendered and cancelled  except in case of a
lost or destroyed certificate.

         The  Corporation  may treat the holder of record of any share or shares
of stock as the holder in fact thereof,  and shall not be bound to recognize any
equitable  or other claim to or interest in any such share or shares on the part
of any other  person,  whether  or not it shall  have  express  or other  notice
thereof, save as expressly provided by law.

         SECTION 2.        LOST CERTIFICATE.

         The  Corporation  may issue a new  certificate for shares in place of a
certificate  theretofore  issued by it,  alleged to have been lost or destroyed,
and the  Board of  Directors  may  require  the  owner of the lost or  destroyed
certificate,  or his legal  representative,  to give the  Corporation  a bond in
forms  satisfactory to the Corporation  sufficient to indemnify the Corporation,
its transfer  agents and  registrars  against any claim that may be made against
them on account of the alleged lost or destroyed  certificate or the issuance of
such a new certificate.

         SECTION 3.        TRANSFER OF SHARES.

         Shares of the capital stock of the Corporation shall be transferable by
the owner thereof in person or by a duly authorized attorney,  upon surrender of
the certificates  therefor  properly  endorsed.  The Board of Directors,  at its
option,  may appoint a transfer  agent and  registrar,  or one or more  transfer
agents or one or more registrars, or either, for the stock of the Corporation.

         SECTION 4.        REGULATIONS.

The Board of Directors shall have power and authority to make all such rules and
regulations  as they may deem expedient  concerning  the issuance,  transfer and
registration of certificates for shares of the capital stock of the Corporation.

         SECTION 5.        CORPORATE SEAL.

         The Seal of the  Corporation  shall be in  substantially  the following
form:

[Seal]

         The seal of the Corporation shall be in the charge of the Secretary and
whenever used shall be attested by an officer of the Corporation. If and when so
directed by the Board of Directors, a duplicate of the seal may be kept and used
by an officer of the Corporation.

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                                  MISCELLANEOUS

         SECTION 1.        DIVIDENDS.

         Dividends upon the capital stock of the  Corporation may be declared by
the Board of  Directors  at any regular or special  meeting and may be paid from
any source permitted by law.

         SECTION 2.        FISCAL YEAR.

         The  fiscal  year of the  Corporation  shall  begin on the first day of
January and terminate on the thirty-first day of December.

         SECTION 3.        VOTING OF SHARES HELD BY CORPORATION.

         Shares in another  corporation owned by the Corporation may be voted by
the  Chairman  of the  Board of  Directors,  the Vice  Chairman  of the Board of
Directors,  the  President,  any  Executive  Vice  President,  any  Senior  Vice
President, any Vice President,  Treasurer or Secretary, or by proxy appointed by
such officer unless some other person,  by resolution of the Board of Directors,
shall be appointed to vote such shares.  The  Corporation  shall not directly or
indirectly vote any shares issued by it.

         SECTION 4.        CUSTODY, SALE AND TRANSFER OF SECURITIES.

         Custody of the  Corporation's  securities  shall be with such person or
persons,  individual  or  corporate,  as from time to time may be  designated by
resolution  of the Board of  Directors.  Securities  directed to be kept in safe
deposit boxes shall be deposited and withdrawn  therefrom  only on orders issued
by the  Chairman of the Board of  Directors,  the Vice  Chairman of the Board of
Directors,  the President, an Executive Vice President, a Senior Vice President,
a Vice President,  the Secretary or an Assistant Secretary,  the Treasurer or an
Assistant  Treasurer,  and  counter-signed  by the  Controller  or an  Assistant
Controller.  The Chairman of the Board of  Directors,  the Vice  Chairman of the
Board of Directors, the President, any Executive Vice President, any Senior Vice
President  or any Vice  President  shall each have  power to  endorse  and/or to
deliver for sale, assignment or transfer certificates of stock or bonds or other
securities  or receipts  therefor  registered in the name of or belonging to the
Corporation,   whether  issued  by  the  Corporation  or  by  any   corporation,
government, state or municipality;  and the Board of Directors from time to time
may  confer  like power upon any other  officer,  agent or person by  resolution
fully adopted at any regular or special meeting of the Board of Directors. Every
such  endorsement  must  be  countersigned  by the  Controller  or an  Assistant
Controller.

         SECTION 5.        TAKING RECORDS OF STOCKHOLDERS.

         For the purpose of determining  stockholders  entitled to notice of and
to vote at a meeting of  stockholders or an adjournment  thereof,  or to express
consent or to dissent from a proposal  without a meeting,  or for the purpose of
determining  stockholders entitled to receive payment of a dividend or allotment
of a right, or for the purpose of any action,  the Board of Directors shall fix,
in advance,  the record date for any such  determination of  stock-holders.  The
date  shall  not be more than 60 nor less  than 10 days  before  the date of the
meeting, nor more then 60 days before any other action.

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<PAGE>

                                     NOTICES

         SECTION 1.        NOTICES.

         Except as otherwise  specifically  provided  herein or required by law,
all notices required to be given to any stockholder, director, officer, employee
or agent shall be in writing and may in every instance be  effectively  given by
hand delivery to the recipient thereof,  by depositing such notice in the mails,
postage  paid,  or by sending  such notice by facsimile  transmission.  Any such
notice shall be addressed to such stockholder,  director,  officer,  employee or
agent at his or her last known  address as the same  appears on the books of the
Corporation.  The time  when such  notice is  received,  if hand  delivered,  or
dispatched,  if delivered through the mails or by facsimile transmission,  shall
be the time of the giving of the notice.

         SECTION 2.        WAIVERS.

         A written  waiver of any  notice,  signed by a  stockholder,  director,
officer,  employee or agent,  whether  before or after the time of the event for
which notice is to be given,  shall be deemed  equivalent to the notice required
to be given to such stockholder,  director,  officer, employee or agent. Neither
the business nor the purpose of any meeting need be specified in such a waiver.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         SECTION 1.        RIGHT TO INDEMNIFICATION.

         Each  person who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative, or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  director  or an 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 or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "Indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a director,  officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent shall be indemnified  and held harmless by the  Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties or
amounts paid in settlement)  reasonably  incurred or suffered by such indemnitee
in connection therewith;  provided, however, that, except as provided in Section
3 of this  ARTICLE  VII  with  respect  to  proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

         SECTION 2.        RIGHT TO ADVANCEMENT OF EXPENSES.

         The right to indemnification  conferred in Section 1 of the ARTICLE VII
shall include the right to be paid by the  Corporation  the expenses  (including
attorney's  fees)  incurred in defending  any such  proceeding in advance of its
final disposition (hereinafter an "advancement of expenses"); provided, however,
that, if the Delaware  General  Corporation  Law  requires,  an  advancement  of

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<PAGE>

expenses  incurred  by an  indemnitee  in his or her  capacity  as a director or
officer  (and not in any other  capacity in which  service was or is rendered by
such indemnitee,  including, without limitation,  service to an employee benefit
plan) shall be made only upon  delivery  to the  Corporation  of an  undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced  if it shall  ultimately  be  determined  by final  judicial
decision from which there is no further  right to appeal  (herein after a "final
adjudication")  that such  indemnitee is not entitled to be indemnified for such
expenses under this Section 2 or otherwise. The rights to indemnification and to
the  advancement  of expenses  conferred in Sections 1 and 2 of this ARTICLE VII
shall be contract  rights and such rights shall continue as to an indemnitee who
has ceased to be a director,  officer,  employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

         SECTION 3.        RIGHT OF INDEMNITEE TO BRING SUIT.

         If a claim under Section 1 or 2 of this ARTICLE VII is not paid in full
by the  Corporation  within  sixty  (60)  days  after a  written  claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which case the  applicable  period shall be twenty (20) days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement  of  expenses)  it shall  be a  defense  that,  and (ii) in any suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of undertaking, the Corporation shall be entitled to recover such expenses
upon a final  adjudication  that,  the  indemnitee  has  not met any  applicable
standard for  indemnification set forth in the Delaware General Corporation Law.
Neither  the  failure  of the  Corporation  (including  its Board of  Directors,
independent  legal counsel,  or its  stock-holders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper  in the  circumstances  because  the  indemnitee  has met the  applicable
standard of conduct set forth in the Delaware  General  Corporation  Law, nor an
actual  determination  by the  Corporation  (including  its Board of  Directors,
independent legal counsel,  or its stockholders) that the indemnitee has not met
such  applicable  standard  of  conduct,  shall  create a  presumption  that the
indemnitee  has not met the applicable  standard of conduct,  or, in the case of
such a suit brought by the indemnitee to enforce a right to  indemnification  or
to an  advancement  of  expenses  hereunder,  or brought by the  Corporation  to
recover an advancement of expenses pursuant to the terms of an undertaking,  the
burden of proving that the indemnitee is not entitled to be  indemnified,  or to
such  advancement of expenses,  under this ARTICLE VII or otherwise  shall be on
the Corporation.

         SECTION 4.        NON-EXCLUSIVITY OF RIGHTS.

         The  rights  to  indemnification  and to the  advancement  of  expenses
conferred  in this  ARTICLE VII shall not be  exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  By-laws,  agreement,  vote of  stockholders  or
disinterested directors or otherwise.

         SECTION 5.        INSURANCE.

         The  Corporation  may maintain  insurance,  at its expense,  to protect
itself  and any  director,  officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would

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<PAGE>

have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

         SECTION 6.        INDEMNIFICATION   OF  EMPLOYEES  AND  AGENTS  OF  THE
                           CORPORATION.

         The Corporation may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of  this  Article  with  respect  to  the  indemnification  and
advancement of expenses of directors and officers of the Corporation.

         SECTION 7.        AUTOMATIC CONFORMITY TO LAW.

         The  intention  of this By-law is to provide  indemnification  with the
broadest and most inclusive coverage permitted by law (a) at the time of the act
or  omission  to be  indemnified  against  or (b) so  permitted  at the  time of
carrying  out such  indemnification,  whichever  of (a) or (b) may be broader or
more  inclusive and permitted by law to be  applicable.  If the  indemnification
permitted by law at this present time,  or at any future time,  shall be broader
or more inclusive than the provisions of this By-law, then indemnification shall
nevertheless  extend to the broadest and most inclusive  permitted by law at any
time and this By-law  shall be deemed to have been amended  accordingly.  If any
provision  or portion of this  Article  shall be found,  in any action,  suit or
proceeding,  to be  invalid  or  ineffective,  the  validity  and  effect of the
remaining parts shall not be affected.


                                   AMENDMENTS

         The stockholders or the Board of Directors of the Corporation may amend
or repeal the By-laws or adopt new By-laws. Except as otherwise required by law,
the Certificate of Incorporation or these By-laws, the vote of a majority of the
shares present or represented by proxy and entitled to vote at the meeting shall
be required to amend or repeal the  By-laws or to adopt new  By-laws.  Except as
otherwise  required by law, the Certificate of  Incorporation  or these By-laws,
such action by the Board of Directors  requires an affirmative  vote of not less
than a majority of the members of the Board of Directors then in office.


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