Exhibit 3.1












                                     BYLAWS
                                       OF
                                INTERDENT, INC.,
                             a Delaware corporation



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                                                  TABLE OF CONTENTS

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<S>               <C>                                                                                          <C>
ARTICLE I         OFFICES.........................................................................................1
         Section 1.        Registered Office......................................................................1
         Section 2.        Other Offices..........................................................................1
ARTICLE II        MEETINGS OF STOCKHOLDERS........................................................................1
         Section 1.        Annual Meeting.........................................................................1
         Section 2.        Notice of Annual Meeting...............................................................1
         Section 3.        Voting List............................................................................1
         Section 4.        Special Meetings.......................................................................1
         Section 5.        Notice of Special Meetings.............................................................2
         Section 6.        Scope of Business at Special Meeting...................................................2
         Section 7.        Quorum.................................................................................2
         Section 8.        Qualifications to Vote.................................................................2
         Section 9.        Record Date............................................................................2
         Section 10.       Action at Meetings.....................................................................2
         Section 11.       Voting and Proxies.....................................................................2
         Section 12.       Nominations for Board of Directors.....................................................3
         Section 13.       Stockholder Proposals for Meetings.....................................................3
ARTICLE III       DIRECTORS.......................................................................................4
         Section 1.        Powers.................................................................................4
         Section 2.        Number; Election; Tenure and Classification............................................4
         Section 3.        Vacancies and Newly Created Directorships..............................................4
         Section 4.        Location of Meetings...................................................................4
         Section 5.        Meeting of Newly Elected Board of Directors............................................4
         Section 6.        Regular Meetings.......................................................................5
         Section 7.        Special Meetings.......................................................................5
         Section 8.        Quorum and Action at Meetings..........................................................5
         Section 9.        Action Without a Meeting...............................................................5
         Section 10.       Telephonic Meeting.....................................................................5
         Section 11.       Committees.............................................................................5
         Section 12.       Committee Authority....................................................................5
         Section 13.       Committee Minutes......................................................................6
         Section 14.       Directors Compensation.................................................................6
         Section 15.       Resignation............................................................................6
ARTICLE IV        NOTICES.........................................................................................6
         Section 1.        Notice to Directors and Stockholders...................................................6
         Section 2.        Waiver.................................................................................6
ARTICLE V         OFFICERS........................................................................................7
         Section 1.        Enumeration............................................................................7
         Section 2.        Election...............................................................................7
         Section 3.        Appointment of Other Agents............................................................7
         Section 4.        Compensation...........................................................................7
         Section 5.        Tenure.................................................................................7
         Section 6.        Chairman of the Board and Vice-Chairman of the Board...................................7
         Section 7.        Chief Executive Officer................................................................7
         Section 8.        President..............................................................................7
         Section 9.        Secretary..............................................................................8
         Section 10.       Assistant Secretary....................................................................8
         Section 11.       Treasurer..............................................................................8
ARTICLE VI        CAPITAL STOCK...................................................................................8
         Section 1.        Certificates...........................................................................8
         Section 2.        Class or Series........................................................................8
         Section 3.        Signature..............................................................................9
         Section 4.        Lost Certificates......................................................................9
         Section 5.        Transfer of Stock......................................................................9
         Section 6.        Record Date............................................................................9
         Section 7.        Registered Stockholders................................................................9
ARTICLE VII       GENERAL PROVISIONS.............................................................................10
         Section 1.        Dividends.............................................................................10
         Section 2.        Checks................................................................................10
         Section 3.        Fiscal Year...........................................................................10
         Section 4.        Seal..................................................................................10
         Section 5.        Loans.................................................................................10
ARTICLE VIII      INDEMNIFICATION................................................................................10
         Section 1.        Scope.................................................................................10
         Section 2.        Advancing Expenses....................................................................10
         Section 3.        Liability Offset......................................................................11
         Section 4.        Continuing Obligation.................................................................11
         Section 5.        Nonexclusive..........................................................................11
         Section 6.        Other Persons.........................................................................11
         Section 7.        Definitions...........................................................................11
ARTICLE IX        AMENDMENTS.....................................................................................11

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                                     BYLAWS
                                       OF
                                INTERDENT, INC.,
                             a Delaware corporation


ARTICLE I
                                     OFFICES

Section 1. Registered  Office.  The registered  office shall be at the office of
The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
County of New Castle, Delaware 19801.

Section 2. Other Offices. The corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may on an annual basis determine or the business of the corporation may require.

ARTICLE II
                            MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. An annual meeting of the stockholders for the
election of directors shall be held at such place either within or without the
State of Delaware as shall be designated on an annual basis by the Board of
Directors and stated in the notice of the meeting. Meetings of stockholders for
any other purpose may be held at such time and place, within or without the
State of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

Section 2. Notice of Annual Meeting. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting.

Section 3. Voting List. The officer who has charge of the stock ledger of the
corporation shall prepare and make, or cause a third party to 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.

Section 4. Special Meetings. Special meetings of the stockholders of this
corporation, for any purpose or purposes, unless otherwise prescribed by statute
or by the Certificate of Incorporation, shall be called by the President or
Secretary at the request in writing of the President, a majority of the members
of the Board of Directors or holders of at least 20% of the total voting power
of all outstanding shares of stock of this corporation then entitled to vote,
and may not be called absent such a request. Such request shall state the
purpose or purposes of the proposed meeting.

Section 5. Notice of Special Meetings. As soon as reasonably practicable after
receipt of a request as provided in Section 4 of this Article II, written notice
of a special meeting, stating the place, date (which shall be not less than ten
(10) nor more than sixty (60) days from the date of the notice) and hour of the
special meeting and the purpose or purposes for which the special meeting is
called, shall be given to each stockholder entitled to vote at such special
meeting.

Section 6. Scope of  Business at Special  Meeting.  Business  transacted  at any
special meeting of  stockholders  shall be limited to the purposes stated in the
notice.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the chairman of the meeting or the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. 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 as provided in Section 5 of this Article II.

Section 8. Qualifications to Vote. The stockholders of record on the books of
the corporation at the close of business on the record date as determined by the
Board of Directors and only such stockholders shall be entitled to vote at any
meeting of stockholders or any adjournment thereof.

Section 9. Record Date. The Board of Directors may fix a record date for the
determination of the stockholders entitled to notice of or to vote at any
stockholders' meeting and at any adjournment thereof, and to fix a record date
for any other purpose. The record date shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting. If no record date is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given, or
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 10. Action at Meetings. 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
applicable law or of the Certificate of Incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

Section 11. Voting and Proxies. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one (1) vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder, but no proxy shall be voted
on after three (3) years from its date, unless the proxy provides for a longer
period. Each proxy shall be revocable unless expressly provided therein to be
irrevocable and unless it is coupled with an interest sufficient in law to
support an irrevocable power.

Section 12. Nominations for Board of Directors. Nominations for election to the
Board of Directors must be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the corporation entitled to vote
for the election of directors. Nominations, other than those made by the Board
of Directors of the corporation, must be preceded by notification in writing in
fact received by the Secretary of the corporation not less than sixty (60) days
prior to any meeting of stockholders called for the election of directors. Such
notification shall contain the written consent of each proposed nominee to serve
as a director if so elected and the following information as to each proposed
nominee and as to each person, acting alone or in conjunction with one or more
other persons as a partnership, limited partnership, syndicate or other group,
who participates or is expected to participate in making such nomination or in
organizing, directing or financing such nomination or solicitation of proxies to
vote for the nominee:

(a)  the name, age,  residence,  address,  and business address of each proposed
     nominee and of each such person;

(b)  the principal  occupation  or  employment,  the name,  type of business and
     address of the  corporation or other  organization in which such employment
     is carried on of each proposed nominee and of each such person;

(c)  the amount of stock of the corporation owned beneficially,  either directly
     or indirectly, by each proposed nominee and each such person; and

(d)  a description of any arrangement or  understanding of each proposed nominee
     and of each such  person  with each  other or any  other  person  regarding
     future  employment or any future  transaction to which the corporation will
     or may be a party.

         The presiding officer of the meeting shall have the authority to
determine and declare to the meeting that a nomination not preceded by
notification made in accordance with the foregoing procedure shall be
disregarded.

Section 13. Stockholder Proposals for Meetings. At any meeting of the
stockholders, only such business shall be conducted as shall be properly before
the meeting. To be properly before a meeting, business must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
a meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary. To be timely, a stockholder's notice must
be delivered to or mailed and received at the principal place of business of the
corporation not less than thirty (30) days nor more than sixty (60) days prior
to the meeting; provided, however, that in the event that less than forty (40)
days notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be received
not later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. A stockholder's written notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (b) the name and address as
they appear on the corporation's books of the stockholder proposing such
business, (c) the class and number of shares of the corporation which are
beneficially owned by such stockholder, and (d) any material interest of such
stockholder in such business. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at a meeting unless properly brought
before such meeting in accordance with the procedures set forth in this Section
13 of Article II. The chairman of the meeting shall, if he facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 13 of
Article II and if it shall be so determined, the chairman of the meeting shall
so declare this to the meeting and such business not properly brought before the
meeting shall not be transacted.

                                   ARTICLE III
                                    DIRECTORS

Section 1. Powers. The business of the corporation shall be managed by or under
the direction of its Board of Directors, which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by applicable
law or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

Section 2. Number; Election; Tenure and Classification. The number of directors
which shall constitute the whole Board of Directors shall be fixed from time to
time by resolution of the Board of Directors or by the stockholders at an annual
meeting of the stockholders, provided that the number of directors shall be not
less than six (6) nor more than twelve (12). Each director shall hold office
until his successor is elected and qualified unless he shall resign, become
disqualified, disabled, or otherwise removed. Directors need not be
stockholders. The directors elected by the holders of Common Stock and the
holders of any other class of stock that votes together with the Common Stock as
a single class in the election of directors (the "Common Directors") shall be
divided into three classes, designated Class I, Class II, and Class III, as
nearly equal in number as the then total number of Common Directors permits. The
Class I directors will serve until the annual meeting of stockholders held in
2000, the Class II directors will serve until the annual meeting of stockholders
held in 2001 and the Class III directors will serve until the annual meeting of
stockholders held in 2002. At each annual meeting of stockholders, successors to
the class of Common Directors whose term expires at that annual meeting shall be
elected for a three-year term by a plurality vote of the shares represented in
person or by proxy and entitled to vote on the election of Common Directors. If
the number of Common Directors is changed, any increase or decrease shall be
apportioned among the classes so as to make the number of directors in each
class as nearly equal as possible, but in no case will a decrease in the number
of Common Directors shorten the term of any incumbent director. Any director
elected to fill a vacancy in any class of Common Directors, including a vacancy
resulting from an increase in the number of directors in such class, shall hold
office for a term that shall coincide with the remaining term of that class. The
directors, if any, elected by the holders of any class or classes of stock other
than the Common Stock shall, unless otherwise provided in the Certificate of
Incorporation, be elected at each annual meeting of stockholders to serve for a
one-year term.

Section 3. Vacancies and Newly Created Directorships. Unless otherwise provided
in the Certificate of Incorporation, vacancies and newly-created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director. The directors so chosen shall serve for the remainder
of the term of the vacated directorships being filled and until their successors
are duly elected and shall qualify, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute.

Section 4. Location of Meetings.  The Board of Directors of the  corporation may
hold meetings,  both regular and special,  either within or without the State of
Delaware.

Section 5. Meeting of Newly Elected Board of Directors. The first meeting of
each newly elected Board of Directors shall be held immediately following the
annual meeting of stockholders and no notice of such meeting shall be necessary
to the newly elected directors in order legally to constitute the meeting,
provided a quorum shall be present. In the event such meeting is not held at
such time, 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.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be
held upon at least seven (7) days prior written notice at such time and at such
place as shall from time to time be determined by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be given notice of such location. Notice may be waived in accordance with
Section 229 of the Delaware General Corporation Law.

Section 7. Special Meetings. Special meetings of the Board of Directors may be
called by the President on seven (7) days' notice to each director by mail or
two (2) days' notice to each director by overnight courier service or facsimile;
special meetings shall be called by the President or Secretary in a like manner
and on like notice on the written request of two (2) directors unless the Board
of Directors consists of only one (1) director, in which case special meetings
shall be called by the President or Secretary in a like manner and on like
notice on the written request of the sole director. Notice may be waived in
accordance with Section 229 of the Delaware General Corporation Law.

Section 8. Quorum and Action at Meetings. At all meetings of the Board of
Directors, a majority of the directors then in office shall constitute a quorum
for the transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors, except as may be otherwise specifically provided by statute or by
the Certificate of Incorporation. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

Section 9. Action Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or committee.

Section 10. Telephonic Meeting. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, upon proper notice duly given, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

Section 11. Committees. The Board of Directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one (1) or more of the directors of the corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence of disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

Section 12. Committee Authority. Any such committee, to the extent provided in
the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, amending the
Bylaws of the corporation, or any action requiring unanimous consent of the
Board of Directors pursuant to the terms of the Certificate of Incorporation;
and, unless the resolution or the Certificate of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.

Section 13. Committee Minutes.  Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

Section 14. Directors Compensation. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, the Board of Directors shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

Section 15. Resignation. Any director or officer of the corporation may resign
at any time. Each such resignation shall be made in writing and shall take
effect at the time specified therein, or, if no time is specified, at the time
of its receipt by either the Board of Directors, the President or the Secretary.
The acceptance of a resignation shall not be necessary to make it effective
unless expressly so provided in the resignation.

                                   ARTICLE IV
                                     NOTICES

Section 1. Notice to Directors and Stockholders. Whenever, under the provisions
of the statutes or of the Certificate of Incorporation or of these Bylaws,
notice is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears on
the records of the corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail. An affidavit of the Secretary or an Assistant Secretary or
of the transfer agent of the corporation that the notice has been given shall in
the absence of fraud, be prima facie evidence of the facts stated therein.
Notice to directors may also be given by telephone, facsimile or telegram.

Section 2. Waiver. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. The written waiver need not specify the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors, or members of a committee of directors. 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.

                                    ARTICLE V
                                    OFFICERS

Section 1. Enumeration. The officers of the corporation shall be chosen by the
Board of Directors and shall be a Chief Executive Officer, President, Secretary,
Treasurer or Chief Financial Officer and such other officers with such other
titles as the Board of Directors shall determine. The Board of Directors may
elect from among its members a Chairman or Chairmen of the Board and a Vice
Chairman of the Board. The Board of Directors may also choose one (1) or more
Vice-Presidents and Assistant Secretaries. Any number of offices may be held by
the same person, unless the Certificate of Incorporation or these Bylaws
otherwise provide.

Section 2. Election. The Board of Directors at its first meeting after each
annual meeting of stockholders shall elect a President, a Secretary, a Treasurer
and such other officers with such other titles as the Board of Directors shall
determine.

Section 3. Appointment of Other Agents. The Board of Directors may appoint such
other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

Section 4.  Compensation.  The salaries of all officers of the corporation shall
be fixed by the Board of  Directors  or a  committee  thereof.  The  salaries of
agents of the  corporation  shall,  unless fixed by the Board of  Directors,  be
fixed by the President or any Vice-President of the corporation.

Section 5. Tenure. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the directors of the Board of Directors. Any vacancy occurring in any office of
the corporation shall be filled by the Board of Directors.

Section 6. Chairman of the Board and Vice-Chairman of the Board. The Chairman or
Chairmen of the Board, if any, shall preside at all meetings of the Board of
Directors and of the stockholders at which he or they shall be present. He or
they shall have and may exercise such powers as are, from time to time, assigned
to him or them by the Board and as may be provided by law. In the absence of the
Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at
all meetings of the Board of Directors and of the stockholders at which he shall
be present. He shall have and may exercise such powers as are, from time to
time, assigned to him by the Board of Directors and as may be provided by law.

Section 7. Chief Executive Officer. The Chief Executive Officer shall be the
Chief Executive Officer of the corporation unless such titles are assigned to a
Chairman of the Board; and in the absence of a Chairman and Vice Chairman of the
Board he shall preside as the chairman of meetings of the stockholders and the
Board of Directors; he shall have general and active management of the business
of the corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The Chief Executive Officer, President or any
Vice-President shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the corporation.

Section 8. President. In the absence of the Chief Executive Officer or in the
event of his inability or refusal to act, the President, or in his absence or
inability to act, a Vice-President, if any (or in the event there be more than
one Vice-President, the Vice-Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the Chief Executive Officer, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the Chief Executive Officer. The President and any Vice-Presidents shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

Section 9. Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. She shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
Chief Executive Officer, under whose supervision she shall be subject. She shall
have custody of the corporate seal of the corporation and she, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by her signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more
than one (1), 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
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.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the corporation as may be ordered by the Board of
Directors, Chief Executive Officer, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the financial condition
of the corporation. If required by the Board of Directors, the Treasurer shall
give the corporation a bond (which shall be renewed every six (6) years) in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

                                    ARTICLE VI
                                  CAPITAL STOCK

Section 1. Certificates. Every holder of stock in the corporation 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 Chief Executive
Officer, President or a Vice-President and the Treasurer or the Secretary or an
Assistant Secretary of the corporation, certifying the number of shares owned by
him in the corporation. Certificates may be issued for partly paid shares and in
such case upon the face or back of the certificates issued to represent any such
partly paid shares, the total amount of the consideration to be paid therefor
and the amount paid thereon shall be specified.

Section 2. Class or Series. If the corporation shall be authorized to issue more
than one class of stock or more than one series of any class, the powers,
designations, preferences and 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 which the
corporation shall issue to represent such class or series of stock, provided
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 which 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,
designations, preferences and 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.

Section 3. Signature. Any of or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

Section 4. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Transfer of Stock. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 6. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholder or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

Section 7. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                  ARTICLE VII
                               GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property or in shares of capital
stock, subject to the provisions of the Certificate of Incorporation. Before
payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the Board of Directors
from time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purposes as the
Board of Directors shall think conducive to the interest of the corporation, and
the Board of Directors may modify or abolish any such reserve in the manner in
which it was created.

Section 2. Checks.  All checks or demands for money and notes of the corporation
shall be signed by such  officer or officers or such other  person or persons as
the Board of Directors may from time to time designate.

Section 3. Fiscal  Year.  The fiscal year of the  corporation  shall be fixed by
resolution of the Board of Directors.

Section 4. Seal. The Board of Directors may adopt a corporate seal having
inscribed thereon the name of the corporation, the year of its organization and
the words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 5. Loans. The Board of Directors of this corporation may, without
stockholder approval, authorize loans to, or guaranty obligations of, or
otherwise assist, including, without limitation, the adoption of employee
benefit plans under which loans and guarantees may be made, any officer or other
employee of the corporation or of its subsidiary, including any officer or
employee who is a director of the corporation or its subsidiary, whenever, in
the judgment of the Board of 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.

                                  ARTICLE VIII
                                 INDEMNIFICATION

Section 1. Scope. The corporation shall, to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law, as that Section may be
amended and supplemented from time to time, indemnify any director, officer,
employee or agent of the corporation, against expenses (including attorneys'
fees), judgments, fines, amounts paid in settlement and/or other matters
referred to in or covered by that Section, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise.

Section 2. Advancing Expenses. Expenses incurred by a director of the
corporation in defending a civil or criminal action, suit or proceeding by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation (or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise) shall be paid by the corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized by relevant provisions of the Delaware General
Corporation Law; provided, however, the corporation shall not be required to
advance such expenses to a director (i) who commences any action, suit or
proceeding as a plaintiff unless such advance is specifically approved by a
majority of the Board of Directors, or (ii) who is a party to an action, suit or
proceeding brought by the corporation and approved by a majority of the Board of
Directors which alleges willful misappropriation of corporate assets by such
director, disclosure of confidential information in violation of such director's
fiduciary or contractual obligations to the corporation, or any other willful
and deliberate breach in bad faith of such director's duty to the corporation or
its stockholders.

Section 3. Liability Offset. The corporation's obligation to provide
indemnification under this Article VIII shall be offset to the extent the
indemnified party is indemnified by any other source including, but not limited
to, any applicable insurance coverage under a policy maintained by the
corporation, the indemnified party or any other person.

Section 4. Continuing Obligation. The provisions of this Article VIII shall be
deemed to be a contract between the corporation and each director of the
corporation who serves in such capacity at any time while this bylaw is in
effect, and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such state of facts.

Section 5. Nonexclusive. The indemnification and advancement of expenses
provided for in this Article VIII shall (i) not be deemed exclusive of any other
rights to which those indemnified may be entitled under any by-law, agreement or
vote of stockholders or disinterested directors or otherwise, both as to action
in their official capacities and as to action in another capacity while holding
such office, (ii) continue as to a person who has ceased to be a director and
(iii) inure to the benefit of the heirs, executors and administrators of such a
person.

Section 6. Other Persons. In addition to the indemnification rights of
directors, officers, employees, or agents of the corporation, the Board of
Directors in its discretion shall have the power on behalf of the corporation to
indemnify any other person made a party to any action, suit or proceeding who
the corporation may indemnify under Section 145 of the Delaware General
Corporation Law.

Section 7. Definitions. The phrases and terms set forth in this Article VIII
shall be given the same meaning as the identical terms and phrases are given in
Section 145 of the Delaware General Corporation Law, as that Section may be
amended and supplemented from time to time.

                                   ARTICLE IX
                                   AMENDMENTS

         Except as otherwise provided in the Certificate of Incorporation, these
Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by the
holders of a majority of the outstanding voting shares or by the Board of
Directors, when such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new Bylaws be contained in the notice of such special meeting. If the power
to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the
Certificate of Incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.