FOURTH AMENDED AND RESTATED

                                   B Y L A W S

                                       OF

                          MEVC DRAPER FISHER JURVETSON
                                  FUND I, INC.

                            (A DELAWARE CORPORATION)



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                                TABLE OF CONTENTS

                                                                           PAGE

Article 1 Offices ............................................................1
     1.1          Principal Office............................................1
     1.2          Additional Offices..........................................1

Article 2 Meeting of Stockholders.............................................1
     2.1          Place of Meeting............................................1
     2.2          Annual Meeting..............................................1
     2.3          Special Meetings............................................2
     2.4          Action Without a Meeting....................................3
     2.5          Notice of Meetings..........................................3
     2.6          Business Matter of a Special Meeting........................3
     2.7          List of Stockholders........................................3
     2.8          Organization and Conduct of Business........................4
     2.9          Quorum and Adjournments.....................................4
     2.10         Voting Rights...............................................4
     2.11         Majority Vote...............................................4
     2.12         Record Date for Stockholder Notice and Voting...............4
     2.13         Proxies.....................................................5
     2.14         Inspectors of Election......................................5

Article 3 Directors ..........................................................6
     3.1          Number; Election; Tenure and Qualifications.................6
     3.2          Vacancies...................................................7
     3.3          Resignation and Removal.....................................7
     3.4          Powers......................................................7
     3.5          Place of Meetings...........................................7
     3.6          Annual Meetings.............................................7
     3.7          Regular Meetings............................................7
     3.8          Special Meetings............................................8
     3.9          Quorum and Adjournments.....................................8
     3.10         Action Without Meeting......................................8
     3.11         Telephone Meetings..........................................8
     3.12         Waiver of Notice............................................8
     3.13         Fees and Compensation of Directors..........................8
     3.14         Rights of Inspection........................................9
     3.15         Committees of Directors.....................................9

Article 4 Officers ..........................................................10
     4.1          Officers Designated........................................10
     4.2          Appointment of Officers....................................10
     4.3          Subordinate Officers.......................................10
     4.4          Removal and Resignation of Officers........................10
     4.5          Vacancies in Offices.......................................10
     4.6          Compensation...............................................10

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     4.7          The Chairman of the Board..................................10
     4.8          The Vice Chairman..........................................11
     4.9          The Chief Executive Officer................................11
     4.10         The President..............................................11
     4.11         The Vice President.........................................11
     4.12         The Secretary..............................................11
     4.13         The Assistant Secretary....................................12
     4.14         The Chief Financial Officer................................12
     4.15         Bond ......................................................12
     4.16         Delegation of Authority....................................12

Article 5 Indemnification....................................................12
     5.1          Right to Indemnification...................................12
     5.2          Right to Advancement of Expenses...........................14
     5.3          Right of Indemnitee to Bring Suit..........................14
     5.4          Non-Exclusivity of Rights..................................15
     5.5          Insurance..................................................15
     5.6          Indemnification of Employees and Agents of the Corporation.15
     5.7          Nature of Rights...........................................15

Article 6 Capital Stock......................................................15
     6.1          Certificates for Shares....................................15
     6.2          Signatures on Certificates.................................16
     6.3          Transfer of Stock..........................................16
     6.4          Registered Stockholders....................................16
     6.5          Lost, Stolen or Destroyed Certificates.....................16

Article 7 Certain Transactions...............................................17
     7.1          Transactions with Interested Parties.......................17
     7.2          Quorum.....................................................17

Article 8 General Provisions.................................................17
     8.1          Dividends..................................................17
     8.2          Dividend Reserve...........................................17
     8.3          Checks.....................................................18
     8.4          Corporate Seal.............................................18
     8.5          Fiscal Year................................................18
     8.6          Execution of Corporate Contracts and Instruments...........18
     8.7          Representation of Shares of Other Corporations.............18

Article 9 Amendments.........................................................18

                                      -ii-


<PAGE>



                           FOURTH AMENDED AND RESTATED

                                   B Y L A W S

                                       OF

                    MEVC DRAPER FISHER JURVETSON FUND I, INC.

                            (A DELAWARE CORPORATION)


                                    ARTICLE 1

                                     Offices

     1.1 PRINCIPAL  OFFICE.  The initial  registered  office of the  corporation
shall be 1209 Orange Street,  Wilmington,  Delaware, and the name of the initial
registered agent in charge thereof is The Corporation Trust Company.

     1.2 ADDITIONAL OFFICES. The corporation may also have offices at such other
places,  either  within  or  without  the  State of  Delaware,  as the  board of
directors may from time to time designate or the business of the corporation may
require.

                                   ARTICLE 2

                             Meeting of Stockholders

     2.1 PLACE OF MEETING.  Meetings of stockholders  may be held at such place,
either within or without of the State of Delaware, as may be designated by or in
the manner provided in these Bylaws, or, if not so designated, at the registered
office of the corporation or the principal executive offices of the corporation.

     2.2 ANNUAL MEETING. Annual meetings of stockholders shall be held each year
at such date and time as shall be  designated  from time to time by the board of
directors and stated in the notice of the meeting.  At such annual meeting,  the
stockholders  shall elect by a plurality  vote the number of directors  properly
nominated  and  qualified  for  election  to hold  office  until the next annual
meeting of  stockholders  after  their  election.  The  stockholders  shall also
transact such other business as may properly be brought before the meetings.

     To be properly  brought before the annual meeting,  business must be either
(a) specified in the notice of meeting (or any  supplement  thereto) given by or
at the direction of the board of directors or the Chairman, Vice Chairman, Chief
Executive  Officer or  President,  (b)  otherwise  properly  brought  before the
meeting by or at the direction of the board of directors or the  Chairman,  Vice
Chairman,  Chief  Executive  Officer or  President,  or (c)  otherwise  properly
brought before the meeting by a stockholder of record.  In addition to any other
applicable  requirements,  for business to be properly brought before the annual
meeting by a stockholder,  the stockholder must have given timely notice thereof
in writing to the Secretary of the  corporation.  To be timely,  a stockholder's
notice must be delivered  personally  or deposited in the United States mail, or


<PAGE>


delivered  to a common  carrier for  transmission  to the  recipient or actually
transmitted by the person giving the notice by electronic means to the recipient
or sent by other means of written  communication,  postage or  delivery  charges
prepaid in all such cases,  and received at the principal  executive  offices of
the corporation, addressed to the attention of the Secretary of the corporation,
not less than 60 days nor more than 90 days prior to the  scheduled  date of the
meeting  (regardless of any  postponements,  deferrals or  adjournments  of that
meeting to a later date); PROVIDED, HOWEVER, that in the event that less than 70
days' notice or prior public  disclosure of the date of the scheduled meeting is
given or made to stockholders, notice by the stockholder to be timely must be so
received not later than the earlier of (a) the close of business on the 10th day
following  the day on which  such  notice  of the date of the  scheduled  annual
meeting was mailed or such public  disclosure was made,  whichever first occurs,
and (b) two days prior to the date of the  scheduled  meeting.  A  stockholder's
notice  to the  Secretary  shall  set forth as to each  matter  the  stockholder
proposes  to bring  before the annual  meeting  (i) a brief  description  of the
business  desired to be brought  before the annual  meeting  and the reasons for
conducting such business at the annual meeting, (ii) the name and record address
of the stockholder  proposing such business,  (iii) the class, series and number
of shares of the corporation that are owned beneficially by the stockholder, and
(iv) any material interest of the stockholder in such business.  Notwithstanding
anything in these Bylaws to the contrary,  no business shall be conducted at the
annual  meeting  except  in  accordance  with the  procedures  set forth in this
Section 2.2; provided, however, that nothing in this Section 2.2 shall be deemed
to preclude  discussion  by any  stockholder  of any business  properly  brought
before the annual meeting.

     The Chairman (or such other person  presiding at the meeting in  accordance
with these Bylaws)  shall,  if the 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 2.2, and if he should so determine, he shall
so declare to the meeting and any such business not properly  brought before the
meeting shall not be transacted.

     2.3 SPECIAL  MEETINGS.  Special  meetings of the stockholders may be called
for any purpose or purposes,  unless  otherwise  prescribed by the statute or by
the  Certificate  of  Incorporation,  only at the request of the Chairman,  Vice
Chairman,  Chief Executive  Officer or President or by a resolution duly adopted
by a majority of the board of directors. Such request shall state the purpose or
purposes of the proposed  meeting.  Business  transacted at any special  meeting
shall be limited to matters  relating to the  purpose or purposes  stated in the
notice of meeting.

     Any  Stockholder  owning at least fifteen  percent (15%) of the outstanding
common stock of the  corporation  may request that the board of directors call a
special meeting of stockholders.

     The  request  shall be in writing  and shall  state the  purpose(s)  of the
special meeting. The board of directors shall consider the stockholder's request
at the next  meeting  of the board of  directors  following  its  receipt of the
stockholder's  request.  If the board of directors  determines to call a special
meeting,  within five (5)  business  days of the  determination  of the board of
directors,  the board of  directors  shall call such a meeting to be held at the
corporation's principal office in the United States, on a date that shall be not
more than sixty  (60) nor less than ten (10) days after the record  date of such
meeting.  Written  notice of such meeting shall be sent not more than sixty (60)
nor less than ten (10) days, or such greater time period  required by applicable

                                       -2-

<PAGE>


law,  before the date of such  meeting to each  stockholder  entitled to vote at
such  meeting.  The record date for such meeting shall be fixed by resolution of
the board of directors on a date not preceding the date of such resolution.

     2.4 ACTION  WITHOUT A MEETING.  Any action which may be taken at any annual
or special meeting of the  stockholders of this corporation may be taken without
a meeting, without prior notice, and without a vote, if a consent or consents in
writing,  setting  forth the action or actions so taken,  shall be signed by the
holders of  outstanding  stock having not less than the minimum  number of votes
that would be  necessary  to authorize or take such action at a meeting at which
all shares  entitled to vote  thereon  were  present and voted.  Such consent or
consents shall be delivered to the corporation by hand or certified mail, return
receipt requested,  to its principal executive office, or to an officer or agent
of the corporation  having custody of the book in which  proceedings of meetings
of stockholders are recorded.

     2.5 NOTICE OF MEETINGS.  Written notice of stockholders' meetings,  stating
the place,  date and time of the meeting and, in the case of a special  meeting,
the purpose or purposes for which such special meeting is called, shall be given
to each stockholder  entitled to vote at such meeting not less than ten (10) nor
more than sixty (60) days prior to the meeting.

     When a meeting is adjourned to another place, date or time,  written notice
need not be given of the adjourned  meeting if the place,  date and time thereof
are  announced  at the  meeting  at which the  adjournment  is taken;  PROVIDED,
HOWEVER, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally  noticed, or if a new record
date is fixed for the adjourned  meeting,  written notice of the place, date and
time of the  adjourned  meeting shall be given in  conformity  herewith.  At any
adjourned  meeting,  any  business  may be  transacted  which  might  have  been
transacted at the original meeting.

     Whenever,  under the  provisions of Delaware law or of the  Certificate  of
Incorporation  or of  these  Bylaws,  notice  is  required  to be  given  to any
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 or her 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.

     Whenever  any  notice  is  required  to be given  under the  provisions  of
Delaware law 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.

     2.6  BUSINESS  MATTER  OF A SPECIAL  MEETING.  Business  transacted  at any
special meeting of  stockholders  shall be limited to the purposes stated in the
notice, except to the extent such notice is waived or is not required.

     2.7 LIST OF STOCKHOLDERS.  The officer in charge of the stock ledger of the
corporation or the transfer agent shall prepare and make, at least ten (10) days
before  every  meeting  of  stockholders,  a complete  list of the  stockholders
entitled to vote at the meeting arranged in alphabetical  order, and showing the
address of each  stockholder and the number of shares  registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,

                                      -3-

<PAGE>


for any purpose germane to the meeting,  during ordinary  business hours,  for a
period of at least ten (10) days  prior to the  meeting,  at a place  within the
city where the meeting is to be held,  which  place,  if other than the place of
the meeting,  shall be  specified  in the notice of the meeting.  The list shall
also be  produced  and kept at the place of the  meeting  during  the whole time
thereof,  and may be  inspected  by any  stockholder  who is  present  in person
thereat.

     2.8  ORGANIZATION  AND CONDUCT OF BUSINESS.  The Chairman or, in his or her
absence,  Chief Executive Officer or, in their absence, such person as the board
of  directors  may have  designated  or, in the  absence of such a person,  such
person as may be chosen by the holders of a majority  of the shares  entitled to
vote who are present,  in person or by proxy, shall call to order any meeting of
the  stockholders  and act as  chairman  of the  meeting.  In the absence of the
Secretary of the corporation,  the Secretary of the meeting shall be such person
as the chairman appoints.

     The chairman of any meeting of  stockholders  shall  determine the order of
business and the  procedure at the meeting,  including  such  regulation  of the
manner of voting and the conduct of discussion as seems to him or her in order.

     2.9 QUORUM AND ADJOURNMENTS.  Except where otherwise provided by law or the
Certificate of Incorporation or these Bylaws, the holders of at least a majority
of the stock issued and outstanding  and entitled to vote,  present in person or
represented  in  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
stockholders. The stockholders present at a duly called or held meeting at which
a  quorum  is  present  may   continue  to  do   business   until   adjournment,
notwithstanding the withdrawal of enough stockholders to have less than a quorum
if any action taken (other than  adjournment) is approved by at least a majority
of the shares  required to  constitute a quorum.  At such  adjourned  meeting at
which a quorum is present or represented,  any business may be transacted  which
might have been transacted at the meeting as originally notified. If, however, a
quorum shall not be present or represented  at any meeting of the  stockholders,
the  stockholders  entitled  to  vote  thereat  who are  present  in  person  or
represented  by proxy shall have the 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.

     2.10  VOTING  RIGHTS.  Unless  otherwise  provided  in the  Certificate  of
Incorporation,  each  stockholder  shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the  capital  stock
having voting power held by such stockholder.

     2.11 MAJORITY  VOTE.  When a quorum is present at any meeting,  the vote of
the holders of a majority of the stock having  voting power present in person or
represented  by proxy shall decide any  question  brought  before such  meeting,
unless the question is one upon which by express provision of the statutes or of
the  Certificate  of  Incorporation  or of these  Bylaws,  a  different  vote is
required  in which case such  express  provision  shall  govern and  control the
decision of such question.

     2.12 RECORD DATE FOR  STOCKHOLDER  NOTICE AND VOTING.

          (i) For purposes of determining the stockholders entitled to notice of
     any meeting or to vote,  or entitled to receive  payment of any dividend or
     other  distribution,  or entitled  to exercise  any right in respect of any

                                      -4-

<PAGE>


     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) days nor less than ten (10) days
     before the date of any such  meeting  nor more than sixty (60) days  before
     any other action.  If the board of directors does not so fix a record date,
     the record date for  determining  stockholders  entitled to notice of or to
     vote at a meeting of stockholders  shall be at the close of business on the
     business day next  preceding the day on which notice is given or, if notice
     is waived,  at the close of business on the business day next preceding the
     day on which the meeting is held.

          (ii) For purposes of determining the stockholders  entitled to consent
     to corporate  action in writing  without a meeting,  the board of directors
     may fix a record  date,  which  record date shall not precede the date upon
     which the  resolution  fixing  the  record  date is adopted by the board of
     directors,  and which  date  shall not be more than ten (10) days after the
     date upon which the  resolution  fixing  such record date is adopted by the
     board of  directors.  If no  record  date has  been  fixed by the  board of
     directors, the record date for determining stockholders entitled to consent
     to corporate  action in writing without a meeting,  when no prior action by
     the board of directors is required  under  Delaware law, shall be the first
     date on which a signed  written  consent  setting forth the action taken or
     proposed to be taken is delivered to the  corporation  by hand or certified
     mail, return receipt requested, to its principal executive office, or to an
     officer  or agent of the  corporation  having  custody of the book in which
     proceedings of meetings of stockholders are recorded. If no record date has
     been  fixed by the  board of  directors  and  prior  action by the board of
     directors is required under  Delaware law, the record date for  determining
     stockholders  entitled to consent to corporate  action in writing without a
     meeting  shall be the  close of  business  on the day on which the board of
     directors adopts the resolution taking such prior action.

     2.13 PROXIES.  Every person  entitled to vote for directors or on any other
matter  shall have the right to do so either in person or by one or more  agents
authorized  by a written proxy signed by the person and filed with the Secretary
of the corporation.  A proxy shall be deemed signed if the stockholder's name is
placed  on the proxy  (whether  by manual  signature,  typewriting,  telegraphic
transmission   or   otherwise)   by  the   stockholder   or  the   stockholder's
attorney-in-fact.  A validly  executed  proxy  which  does not state  that it is
irrevocable  shall  continue in full force and effect  unless (i) revoked by the
person  executing  it,  before the vote  pursuant  to that  proxy,  by a writing
delivered  to  the  corporation  stating  that  the  proxy  is  revoked  or by a
subsequent  proxy executed by, or attendance at the meeting and voting in person
by,  the person  executing  the proxy;  or (ii)  written  notice of the death or
incapacity of the maker of that proxy is received by the corporation  before the
vote pursuant to that proxy is counted;  provided,  however, that no proxy shall
be valid after the expiration of three years from the date of the proxy,  unless
otherwise provided in the proxy.

     2.14  INSPECTORS  OF ELECTION.  The  corporation  shall,  in advance of any
meeting of  stockholders,  appoint one or more  inspectors of election to act at
the meeting and make a written report thereof. The corporation may designate one
or more  persons to act as alternate  inspectors  to replace any  inspector  who
fails to act.  If no  inspector  or  alternate  is able to act at a  meeting  of

                                      -5-

<PAGE>


stockholders,  the person  presiding  at the meeting  shall  appoint one or more
inspectors  to act at the meeting.  Each  inspector,  before  entering  upon the
discharge  of his or her  duties,  shall  take  and sign an oath  faithfully  to
execute the duties of inspector  with strict  impartiality  and according to the
best of his or her ability.

                                    ARTICLE 3

                                    Directors

     3.1 NUMBER; ELECTION; TENURE AND QUALIFICATIONS.  The board of directors of
the  corporation  shall consist of not less than three (3) members nor more than
seven (7) members. The Board shall be comprised of one class of directors.  Each
director shall hold office until the next annual meeting of  stockholders  after
his/her election.

     Only persons who are nominated in accordance with the following  procedures
shall be eligible for election as directors. Nominations of persons for election
to the board of directors at the annual  meeting,  by or at the direction of the
board of directors,  may be made by any nominating committee or person appointed
by the board of directors;  nominations  may also be made by any  stockholder of
record of the corporation  entitled to vote for the election of directors at the
meeting who complies with the notice  procedures  set forth in this Section 3.1.
Such  nominations,  other than those made by or at the direction of the board of
directors,  shall be made  pursuant to timely notice in writing to the Secretary
of the corporation.  The Board or a Nominating Committee thereof shall determine
the eligibility of any nominated  candidate based on criteria  determined by the
Board or the Nominating Committee. To be timely, a stockholder's notice shall be
delivered  personally  or deposited in the United States mail, or delivered to a
common carrier for transmission to the recipient or actually  transmitted by the
person giving the notice by  electronic  means to the recipient or sent by other
means of written communication,  postage or delivery charges prepaid in all such
cases,  and  received  at the  principal  executive  offices of the  corporation
addressed to the attention of the Secretary of the  corporation not less than 60
days  nor  more  than  90  days  prior  to the  scheduled  date  of the  meeting
(regardless of any postponements, deferrals or adjournments of that meeting to a
later date);  provided,  however,  that, in the case of an annual meeting and in
the event that less than 70 days' notice or prior public  disclosure of the date
of the  scheduled  meeting  is  given  or made to  stockholders,  notice  by the
stockholder  to be timely must be so received  not later than the earlier of (a)
the close of business on the 10th day  following the day on which such notice of
the date of the scheduled meeting was mailed or such public disclosure was made,
whichever  first  occurs,  or (b) two days  prior  to the date of the  scheduled
meeting.  Such  stockholder's  notice to the Secretary shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or reelection
as a director,  (i) the name, age, business address and residence address of the
person,  (ii) the principal  occupation  or employment of the person,  (iii) the
class,  series and number of shares of capital stock of the corporation that are
owned  beneficially  by  the  person,  (iv)  a  statement  as  to  the  person's
citizenship,  and (v) any  other  information  relating  to the  person  that is
required to be disclosed in solicitations  for proxies for election of directors
pursuant to Section 14 of the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations promulgated thereunder;  and (b) as to the stockholder
giving the notice,  (i) the name and record address of the  stockholder and (ii)
the class,  series and number of shares of capital stock of the corporation that
are owned  beneficially  by the  stockholder.  The corporation or the Nominating

                                      -6-

<PAGE>


Committee may require any proposed nominee to furnish such other  information as
may reasonably be required by the  corporation  to determine the  eligibility of
such proposed nominee to serve as director of the  corporation.  No person shall
be eligible for election as a director of the  corporation  unless  nominated in
accordance with the procedures set forth herein.

     In connection with any annual  meeting,  the Chairman (or such other person
presiding at such meeting in accordance  with these Bylaws) shall,  if the facts
warrant,  determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.

     Directors need not be stockholders.

     3.2 VACANCIES. 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,  and the  directors  so chosen shall hold office until the next annual
election at which the term of the class to which they have been elected  expires
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.  In the event of a vacancy in the
board of directors, the remaining directors, except as otherwise provided by law
or these  Bylaws,  may exercise the powers of the full board of directors  until
the vacancy is filled.

     3.3  RESIGNATION  AND  REMOVAL.  Any  director  may  resign  at any time by
delivering  written notice to the corporation at its principal place of business
or to the  Chairman,  Vice  Chairman,  Chief  Executive  Officer,  President  or
Secretary.  Such  resignation  shall be  effective  upon  receipt of such notice
unless the notice  specifies such resignation to be effective at some other time
or upon the  happening of some other event.  Any director or the entire board of
directors may be removed, but only for cause, and only upon the affirmative vote
of the holders of at least seventy-five percent (75%) of shares then entitled to
vote at an election  of  directors,  unless  otherwise  specified  by law or the
Certificate of Incorporation.

     3.4 POWERS.  The business of the  corporation  shall be managed by or under
the  direction of the board of  directors  which may exercise all such powers of
the  corporation and do all such lawful acts and things which are not by statute
or by the Certificate of  Incorporation  or by these Bylaws directed or required
to be exercised or done by the stockholders.

     3.5 PLACE OF  MEETINGS.  The board of  directors  may hold  meetings,  both
regular and special, either within or without the State of Delaware.

     3.6 ANNUAL MEETINGS. The annual meetings of the board of directors shall be
held immediately following the annual meeting of stockholders,  and no notice of
such meeting  shall be necessary  to the board of  directors,  provided a quorum
shall be present. The annual meetings shall be for the purposes of organization,
and an election of officers and the transaction of other business.

     3.7 REGULAR  MEETINGS.  Regular  meetings of the board of directors  may be
held  without  notice at such time and place as may be  determined  from time to
time by the board of directors.

                                      -7-

<PAGE>


     3.8 SPECIAL  MEETINGS.  Special  meetings of the board of directors  may be
called by the Chairman,  Vice  Chairman,  Chief  Executive  Officer,  President,
Secretary,  any Vice  President or by a majority of the board of directors  upon
one (1) day's notice to each director and can be delivered either personally, or
by telephone,  express delivery service (so that the scheduled  delivery date of
the  notice is at least one (1) day in  advance  of the  meeting),  telegram  or
facsimile or electronic  mail  transmission,  and on five (5) day's  notice,  by
mail. The notice need not describe the purpose of the special meeting.

     3.9 QUORUM AND ADJOURNMENTS.  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  otherwise  be  specifically  provided  by law or the
Certificate of  Incorporation.  If a quorum is not present at any meeting of the
board of directors,  the directors  present may adjourn the meeting from time to
time,  without  notice  other  than  announcement  at the  meeting  at which the
adjournment  is taken,  until a quorum  shall be  present.  A meeting at which a
quorum is initially  present may continue to transact  business  notwithstanding
the  withdrawal of  directors,  if any action taken is approved of by at least a
majority of the required quorum for that meeting.

     3.10 ACTION WITHOUT 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 of directors 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.

     3.11 TELEPHONE MEETINGS.  Unless otherwise restricted by the Certificate of
Incorporation  or these  Bylaws,  any  member of the board of  directors  or any
committee  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,  and such  participation  in a meeting  shall
constitute presence in person at the meeting.

     3.12  WAIVER  OF  NOTICE.  Notice  of a  meeting  need  not be given to any
director  who signs a waiver of notice or a consent to holding the meeting or an
approval of the minutes  thereof,  whether  before or after the meeting,  or who
attends the meeting without  protesting,  prior thereto or at its  commencement,
the lack of notice to such  director.  All such waivers,  consents and approvals
shall be filed with the  corporate  records or made a part of the minutes of the
meeting.

     3.13 FEES AND COMPENSATION OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws,  the board of directors shall have
the authority to fix the  compensation  of directors.  The directors may be paid
their  expenses,  if any, for service  performed  as  directors,  including  the
expenses  incurred in connection with their  attendance at meetings of the board
of directors,  and may be paid a fixed sum for attendance at each meeting of the
board of  directors  and/or a fixed or  variable  salary for their  service as a
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.

                                      -8-

<PAGE>


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

     3.15 COMMITTEES OF DIRECTORS.

          (i) The board of directors may, by resolution  passed by a majority of
     the entire  board of  directors,  designate  one or more  committees,  each
     committee to consist of one 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.

          (ii) In the absence or  disqualification  of a member of a  committee,
     the member or members thereof  present at any meeting and not  disqualified
     from  voting,  whether or not he or she 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.

          (iii) 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  (except that a committee may, to the extent authorized in
     the resolution or resolutions providing for the issuance of shares of stock
     adopted by the board of  directors  as  provided  in Section  151(a) of the
     General  Corporation Law of Delaware,  fix any of the preferences or rights
     of  such  shares  relating  to  dividends,  redemption,   dissolution,  any
     distribution  of assets of the  corporation or the conversion  into, or the
     exchange of such  shares  for,  shares of any other class or classes or any
     other  series of the same or any  other  class or  classes  of stock of the
     corporation),   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
     dissolution,  removing or indemnifying  directors or amending the Bylaws of
     the  corporation;   and,  unless  the  resolution  or  the  Certificate  of
     Incorporation expressly so provides, no such committee shall have the power
     or authority to declare a dividend or to authorize the issuance of stock or
     to  adopt  a  certificate  of  ownership  and  merger.  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.

          (iv) Each  committee  shall keep  regular  minutes of its meetings and
     report the same to the board of directors when required.

                                      -9-

<PAGE>


                                   ARTICLE 4

                                    Officers

     4.1 OFFICERS DESIGNATED. The officers of the corporation shall be chosen by
the board of directors and shall be a Chief Executive Officer, a Secretary and a
Chief Financial Officer or Treasurer.  The board of directors may also appoint a
Chairman,  a Vice Chairman,  a President,  a Chief  Operating  Officer,  a Chief
Technical  Officer,  one or more  Vice  Presidents,  and  one or more  assistant
Secretaries.  Any number of offices  may be held by the same  person,  except as
otherwise provided in the Certificate of Incorporation or these Bylaws.

     4.2 APPOINTMENT OF OFFICERS.  The officers of the corporation,  except such
officers as may be appointed in accordance with the provisions of Section 4.3 or
4.5 of this  Article  4,  shall be chosen in such  manner  and shall  hold their
offices for such terms as are  prescribed  by these Bylaws or  determined by the
board of  directors.  Each officer shall hold his or her office until his or her
successor is elected and  qualified or until his or her earlier  resignation  or
removal.  This  Section  does not create any rights of  employment  or continued
employment.  The  corporation  may  secure  the  fidelity  of  any or all of its
officers or agents by bond or otherwise.

     4.3  SUBORDINATE  OFFICERS.  The board of directors  may  appoint,  and may
empower the Chairman, Vice Chairman, Chief Executive Officer and/or President to
appoint,  such other officers and agents as the business of the  corporation may
require, each of whom shall hold office for such period, have such authority and
perform  such duties as are  provided in the Bylaws or as the board of directors
may from time to time determine.

     4.4 REMOVAL AND RESIGNATION OF OFFICERS.  Subject to the rights, if any, of
an officer under any contract of employment,  any officer may be removed, either
with or without cause,  by an  affirmative  vote of the majority of the board of
directors,  at any  regular or special  meeting of the board of  directors,  or,
except in case of an officer  chosen by the board of  directors,  by any officer
upon whom such power of removal may be conferred by the board of directors.

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

     4.5  VACANCIES  IN  OFFICES.  A vacancy  in any  office  because  of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointment to that office.

     4.6 COMPENSATION.  The salaries of all officers of the corporation shall be
fixed  from  time to time by the  board of  directors  and no  officer  shall be
prevented from receiving a salary because such officer is also a director of the
corporation.

     4.7 THE CHAIRMAN OF THE BOARD. The Chairman, if such an officer be elected,
shall,  if present,  perform  such other powers and duties as may be assigned to
such officer from time to time by the board of  directors.  In the absence of an
appointed Chief Executive  Officer,  the Chairman shall be deemed to function in
the capacity of the Chief Executive Officer.

                                      -10-

<PAGE>


     4.8 THE VICE CHAIRMAN.  The Vice  Chairman,  if such an officer be elected,
shall,  if present,  perform  such other powers and duties as may be assigned to
such officer from time to time by the  Chairman,  if such an officer be elected,
or by the board of directors.  If there is no Chairman,  the Vice Chairman shall
also fulfill the duties of that  position.  If there is neither a Chairman nor a
Chief  Executive  Officer,  the Vice Chairman shall also be the Chief  Executive
Officer of the  corporation  and shall have the powers and duties  prescribed in
Section 4.9 of this Article 4.

     4.9 THE CHIEF EXECUTIVE  OFFICER.  Subject to such supervisory  powers,  if
any, as may be given by the board of directors  to the Chairman  and/or the Vice
Chairman,  if there be such either such  officer,  the Chief  Executive  Officer
shall  preside at all  meetings  of the  stockholders  and in the absence of the
Chairman, or, if there be none, at all meetings of the board of directors, 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. He or she 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.

     4.10 THE  PRESIDENT.  The President  shall,  in the event there be no Chief
Executive  Officer or Chairman or in the absence of the Chief Executive  Officer
or in the event of his or her  disability or refusal to act,  perform the duties
of the Chief Executive Officer, and when so acting, shall have the powers of and
subject to all the restrictions upon the Chief Executive Officer.  The President
shall  perform  such other duties and have such other powers as may from time to
time be prescribed for him or her by the board of directors,  the Chairman,  the
Vice Chairman, the Chief Executive Officer or these Bylaws.

     4.11 THE VICE PRESIDENT.  The Vice President (or in the event there be more
than one, the Vice  Presidents in the order  designated by the directors,  or in
the absence of any designation,  in the order of their election),  shall, in the
absence of the President or in the event of his or her  disability or refusal to
act,  perform the duties of the  President,  and when so acting,  shall have the
powers of and  subject  to all the  restrictions  upon the  President.  The Vice
President(s)  shall  perform such other duties and have such other powers as may
from  time  to time be  prescribed  for  them by the  board  of  directors,  the
President, the Vice Chairman, the Chairman or these Bylaws.

     4.12 THE SECRETARY. The Secretary shall attend all meetings of the board of
directors and the  stockholders  and record all votes and the proceedings of the
meetings in a book to be kept for that purpose and shall perform like duties for
the standing committees, when required. The Secretary shall give, or cause to be
given,  notice of all meetings of stockholders and special meetings of the board
of  directors,  and shall  perform such other duties as may from time to time be
prescribed  by the board of directors,  the  Chairman,  the Vice Chairman or the
Chief  Executive  Officer,  under  whose  supervision  he or she shall act.  The
Secretary shall have custody of the seal of the corporation,  and the Secretary,
or an  Assistant  Secretary,  shall  have  authority  to  affix  the same to any
instrument  requiring it, and, when so affixed,  the seal may be attested by his
or her 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 thereof by his or her signature.  The
Secretary shall keep, or cause to be kept, at the principal  executive office or

                                      -11-

<PAGE>


at the office of the corporation's transfer agent or registrar, as determined by
resolution of the board of directors,  a share  register,  or a duplicate  share
register,  showing the names of all stockholders and their addresses, the number
and classes of shares held by each, the number and date of  certificates  issued
for the  same  and the  number  and date of  cancellation  of every  certificate
surrendered for cancellation.

     4.13 THE ASSISTANT SECRETARY.  The Assistant Secretary, or if there be more
than one, the  Assistant  Secretaries  in the order  designated  by the board of
directors  (or in the  absence  of  any  designation,  in  the  order  of  their
election),  shall, in the absence of the Secretary or in the event of his or her
inability  or refusal to act,  perform the duties and exercise the powers of the
Secretary  and shall perform such other duties and have such other powers as may
from time to time be prescribed by the board of directors.

     4.14 THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer (or Treasurer
if the chief  financial  and  accounting  officer has such title) 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 Chief  Financial  Officer  shall  disburse  the funds of the
corporation as may be ordered by the board of directors,  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 or her transactions as Chief Financial  Officer
and of the financial condition of the corporation.

     4.15 BOND.  If required by the board of  directors,  any officer shall give
the  corporation  a bond in such sum and with such surety or  sureties  and upon
such terms and  conditions as shall be  satisfactory  to the board of directors,
including without  limitation a bond for the faithful  performance of the duties
of such  officer's  office and for the  restoration  to the  corporation  of all
books,  papers,  vouchers,  money and other  property of  whatever  kind in such
officer's  possession  or under such  officer's  control  and  belonging  to the
corporation.

     4.16 DELEGATION OF AUTHORITY.  The board of directors may from time to time
delegate  the powers or duties of any  officer to any other  officers or agents,
notwithstanding any provision hereof.

                                   ARTICLE 5

                                 Indemnification

     5.1 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 or trustee 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  or  trustee  or in any other  capacity  while  serving  as a

                                      -12-

<PAGE>


director,  officer or trustee,  shall be  indemnified  and held  harmless by the
corporation to the fullest extent  authorized by the General  Corporation Law of
Delaware,  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  and  amounts  paid in  settlement)  reasonably  incurred or
suffered by such indemnitee in connection therewith;  provided,  however,  that,
except as provided in Section 5.3 hereof 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.

Notwithstanding the foregoing, no indemnification shall be provided hereunder to
an officer or director:

               (a)  who shall have been adjudicated,  by the court or other body
                    before which the proceeding was brought, to be liable to the
                    corporation or its  stockholders by reason of such officer's
                    or  director's   willful   misfeasance,   bad  faith,  gross
                    negligence or reckless  disregard of the duties  involved in
                    the conduct of his or her office  (collectively,  "disabling
                    conduct"); or

               (b)  with  respect to any  proceeding  disposed  of  (whether  by
                    settlement,  pursuant  to a  consent  decree  or  otherwise)
                    without an  adjudication  by the court or other body  before
                    which  the  proceeding  was  brought  that such  officer  or
                    director was liable to  corporation or its  stockholders  by
                    reason  of  disabling  conduct,  unless  there  has  been  a
                    determination  that such  officer or director did not engage
                    in disabling conduct by:

                    (i)  at least a majority of those  directors who are neither
                         "interested  persons" of the  corporation (as such term
                         is  defined  in  Section  2(a)(19)  of  the  Investment
                         Company Act of 1940,  as amended  ("1940  Act") nor are
                         parties  to  the  proceeding  based  upon a  review  of
                         readily   available   facts  (as   opposed  to  a  full
                         trial-type inquiry); or

                    (ii) written advice of independent  legal counsel based upon
                         a review of readily  available  facts (as  opposed to a
                         full trial-type inquiry);

                                      -13-

<PAGE>


provided,  however,  that  indemnification  shall  be  provided  hereunder  to a
director or officer with respect to any  proceeding  in the event of (1) a final
decision  on the merits by the court or other body before  which the  proceeding
was brought  that the  director or officer was not liable by reason of disabling
conduct,  or (2) the  dismissal  of the  proceeding  by the court or other  body
before  which it was brought  for  insufficiency  of  evidence of any  disabling
conduct with which such  director or officer has been  charged.  For purposes of
this  Section 5.1, a "director"  or  "officer" of the  corporation  includes any
person (i) who is or was a director or officer of the  corporation,  (ii) who is
or was  serving at the  request of the  corporation  as a director or officer of
another corporation,  partnership,  joint venture, trust or other enterprise, or
(iii) who was a director  or officer of a  corporation  which was a  predecessor
corporation of the  corporation or of another  enterprise at the request of such
predecessor corporation.

     5.2  RIGHT  TO  ADVANCEMENT  OF  EXPENSES.  In  addition  to the  right  to
indemnification  conferred in Section 5.1 hereof,  an indemnitee shall also have
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
General  Corporation  Law of  Delaware  requires,  an  advancement  of  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  (hereinafter  a "final
adjudication")  that such  indemnitee is not entitled to be indemnified for such
expenses under this Section 5.2 or otherwise;  and provided,  further,  that (a)
such  director or officer  shall have  provided  appropriate  security  for such
undertaking,  (b) the  corporation is insured  against losses arising out of any
such advance payments, or (c) either a majority of the directors who are neither
"interested  persons"  of the  corporation  (as such term is  defined in Section
2(a)(19) of the 1940 Act) nor parties to the  proceeding,  or independent  legal
counsel by means of written advice,  shall have determined,  based upon a review
of the  readily  available  facts (as  opposed to a  trial-type  inquiry or full
investigation),  that there is reason to believe  that such  director or officer
will be found entitled to indemnification under this Article 5.

     5.3 RIGHT OF  INDEMNITEE TO BRING SUIT. If a claim under Section 5.1 or 5.2
hereof 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 an  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 General
Corporation Law of Delaware.  Neither the failure of the corporation  (including

                                      -14-

<PAGE>


its directors who are not parties to such action, a committee of such directors,
independent  legal counsel,  or its  stockholders)  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 General Corporation Law of Delaware, nor an
actual  determination  by the  corporation  (including its directors who are not
parties  to such  action,  a  committee  of such  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,  be a defense to such suit. In any 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 5 or otherwise shall be on the corporation.

     5.4  NON-EXCLUSIVITY OF RIGHTS.  The rights to  indemnification  and to the
advancement  of expenses  conferred  in this Article 5 shall not be exclusive of
any other  right  which  any  person  may have or  hereafter  acquire  under any
statute, the Certificate of Incorporation,  these Bylaws, any agreement, vote of
stockholders or directors or otherwise.

     5.5 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
have the power to indemnify such person against such expense,  liability or loss
under the General Corporation Law of Delaware.

     5.6  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  5 with  respect  to the  indemnification  and  advancement  of
expenses of directors and officers of the corporation.

     5.7 NATURE OF RIGHTS. The rights conferred upon indemnitees in this Article
5 shall be contract  rights and such rights shall  continue as to an  indemnitee
who has  ceased to be a  director,  officer or  trustee  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.  Any amendment,
alteration  or repeal of this Article 5 that  adversely  affects any right of an
indemnitee or its successors  shall be  prospective  only and shall not limit or
eliminate any such right with respect to any proceeding involving any occurrence
or alleged  occurrence of any action or omission to act that took place prior to
such amendment or repeal.

                                   ARTICLE 6

                                  Capital Stock

     6.1  CERTIFICATES  FOR  SHARES.  The  shares  of the  corporation  shall be
represented by certificates or shall be  uncertificated.  Certificates  shall be
signed  by,  or in the  name of the  corporation  by,  the  Chairman,  the  Vice
Chairman,  the Chief Executive Officer, the President or a Vice President and by
the Chief  Financial  Officer,  the  Treasurer,  the  Secretary  or an Assistant

                                      -15-

<PAGE>


Secretary of the  corporation.  Any or all of the signatures on the  certificate
may be a facsimile.  In case any officer,  transfer  agent or registrar  who has
signed or whose  facsimile  signature has been placed upon a  certificate  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 such person were such officer,  transfer agent or registrar at the date of
issue.  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.

     Within a reasonable  time after the issuance or transfer of  uncertificated
stock,  the  corporation  shall send to the  registered  owner thereof a written
notice containing the information required by the General Corporation Law of the
State of Delaware or 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.

     6.2  SIGNATURES  ON  CERTIFICATES.  Any  or  all  of  the  signatures  on a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
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.

     6.3 TRANSFER OF STOCK.  Upon  surrender to the  corporation or the transfer
agent of the corporation of a certificate of 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.
Upon  receipt  of proper  transfer  instructions  from the  registered  owner of
uncertificated  share, such uncertificated shares shall be canceled and issuance
of new equivalent  uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.

     6.4 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 percent  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.

     6.5 LOST,  STOLEN OR DESTROYED  CERTIFICATES.  The board of  directors  may
direct  that  a new  certificate  or  certificates  be  issued  to  replace  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 the 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 the lost, stolen or destroyed certificate
or certificates,  or his or her 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.

                                      -16-

<PAGE>


                                   ARTICLE 7

                              Certain Transactions

     7.1  TRANSACTIONS  WITH  INTERESTED  PARTIES.  No contract  or  transaction
between the corporation and one or more of its directors or officers, or between
the corporation  and any other  corporation,  partnership,  association or other
organization  in which one or more of its directors or officers are directors or
have a financial interest,  shall be void or voidable solely for this reason, or
solely  because  the  director or officer is present at or  participates  in the
meeting of the board of directors  or committee  thereof  which  authorizes  the
contract or  transaction or solely because the vote or votes of such director or
officer are counted for such purpose, if:

          (a) the material  facts as to such person's  relationship  or interest
     and as to the  contract or  transaction  are  disclosed or are known to the
     board  of  directors  or the  committee,  and the  board  of  directors  or
     committee  in good faith  authorizes  the  contract or  transaction  by the
     affirmative votes of a majority of the disinterested directors, even though
     the disinterested directors be less than a quorum; or

          (b) the material  facts as to such person's  relationship  or interest
     and as to the  contract or  transaction  are  disclosed or are known to the
     stockholders  entitled to vote thereon,  and the contract or transaction is
     specifically approved in good faith by vote of the stockholders; or

          (c) the contract or  transaction  is fair as to the  corporation as of
     the time it is authorized, approved or ratified, by the board of directors,
     a committee thereof, or the stockholders.

     7.2 QUORUM. Common  or interested  directors may be  counted in determining
the  presence  of a  quorum  at a  meeting  of the  board of  directors  or of a
committee which authorizes the contract or transaction.

                                   ARTICLE 8

                               General Provisions

     8.1 DIVIDENDS. Dividends upon the capital stock of the corporation, subject
to any  restrictions  contained in the General  Corporation  Law of the State of
Delaware or the provisions of the Certificate of  Incorporation,  if any, may be
declared by the board of directors at any regular or special meeting.  Dividends
may be paid in cash, in property or in shares of the capital  stock,  subject to
the provisions of the Certificate of Incorporation.

     8.2 DIVIDEND  RESERVE.  Before  payment of any  dividend,  there may be set
aside out of any funds of the  corporation  available for dividends  such sum or
sums as the directors  from time to time, in their  absolute  discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the corporation,  or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                      -17-

<PAGE>


     8.3 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.

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

     8.5 FISCAL  YEAR.  The  fiscal  year of the  corporation  shall be fixed by
resolution of the board of directors.

     8.6  EXECUTION  OF  CORPORATE  CONTRACTS  AND  INSTRUMENTS.  The  board  of
directors,  except as otherwise  provided in these  Bylaws,  may  authorize  any
officer or officers,  or agent or agents,  to enter into any contract or execute
any instrument in the name of and on behalf of the  corporation;  such authority
may be general or  confined  to  specific  instances.  Unless so  authorized  or
ratified by the board of directors or within the agency power of an officer,  no
officer,  agent or  employee  shall  have any  power  or  authority  to bind the
corporation  by any contract or  engagement or to pledge its credit or to render
it liable for any purpose or for any amount.

     8.7  REPRESENTATION  OF SHARES OF OTHER  CORPORATIONS.  The Chief Executive
Officer,  the President or any Vice  President or the Secretary or any Assistant
Secretary of this  corporation is authorized to vote,  represent and exercise on
behalf of this  corporation  all  rights  incident  to any and all shares of any
corporation  or  corporations  standing  in the  name of this  corporation.  The
authority herein granted to said officers to vote or represent on behalf of this
corporation any and all shares held by this corporation in any other corporation
or  corporations  may be exercised  either by such  officers in person or by any
other person  authorized so to do by proxy or power of attorney duly executed by
said officers.

                                   ARTICLE 9

                                   Amendments

     The board of  directors is  expressly  empowered to adopt,  amend or repeal
these Bylaws, provided, however, that any adoption, amendment or repeal of these
Bylaws  by the  board  of  directors  shall  require  the  approval  of at least
sixty-six  and  two-thirds  percent  (66-2/3%) of the total number of authorized
directors  (whether or not there exist any  vacancies in  previously  authorized
directorships  at the time any resolution  providing for adoption,  amendment or
repeal is presented  to the board).  The  stockholders  shall also have power to
adopt, amend or repeal these Bylaws, provided,  however, that in addition to any
vote of the holders of any class or series of stock of this corporation required
by  law  or by  the  Certificate  of  Incorporation  of  this  corporation,  the
affirmative  vote of the holders of at least  sixty-six and  two-thirds  percent
(66-2/3%) of the voting power of all of the then outstanding shares of the stock
of the  corporation  entitled to vote  generally in the  election of  directors,
voting  together  as a single  class,  shall  be  required  for  such  adoption,
amendment or repeal by the stockholders of any provisions of these Bylaws.