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                             HELPMATE ROBOTICS INC.

                                     BY-LAWS

                   AMENDED AND RESTATED AS OF FEBRUARY 5, 1996

ARTICLE I        MEETINGS OF STOCKHOLDERS

     Section 1.  PLACE OF MEETINGS. Stockholders' meetings shall be held at the
principal office or place of business of the Corporation in the State of
Connecticut, or at such other place, either within or outside Connecticut, as
shall be designated in the notice of meeting.

     Section 2.  ANNUAL MEETINGS. Commencing with the 1996 annual meeting, the
annual meeting of Stockholders of the Corporation shall be held on the last
Wednesday of April of each year, at the time and place designated by the Board
of Directors, provided that if, in any year, the annual meeting of Stockholders
is not, or cannot be, held on such date for any reason, then the annual meeting
may be called at any time before or after such date in the manner specified
below with respect to special meetings of Stockholders. At each annual meeting
of Stockholders, the Stockholders shall elect the Board of Directors for the
ensuing year and shall transact such other business as may properly come before
the meeting.

     Section 3.  SPECIAL MEETINGS. Special meetings of the Stockholders may be
called at any time by the Board of Directors or the President, and shall be
called by the President upon written request of one or more Stockholders holding
at least one-tenth (1/10) of the voting power of all shares entitled to vote at
the meeting. If the President shall not call the meeting within fifteen (15)
days after receipt of such Stockholders' request, such meeting may be called by
the Stockholders making such request, subject to the notice requirements set
forth below. At such meetings, the Stockholders may transact such business as
may properly come before them.

     Section 4.  ADJOURNMENT OF MEETINGS. If a quorum be not present at any
annual or special meeting of Stockholders, the Stockholders present, in person
or by proxy, may, by the affirmative vote of a majority of the voting power of
the shares represented and entitled to vote at such meeting, adjourn to such
future time as shall be agreed upon by them, and notice of such adjournment
shall be given to the Stockholders not present or represented at the meeting. If
a quorum be present, the Stockholders present, in person or by proxy, may so
adjourn from day to day as they see fit, and no notice of such adjourned meeting
need be given if the place, date and time thereof are announced at the meeting
at which the adjournment is taken; provided 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 with these By-Laws. At any adjourned meeting, any business
may be transacted which might have been transacted at the original meeting.

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     Section 5.  NOTICE OF MEETINGS. Except as otherwise provided in these
By-Laws or required by law, notice, in writing, of the time, place and purpose
of each meeting of Stockholders shall be given to each Stockholder of record
entitled to vote at such meeting, not less than ten (10) days nor more than
fifty (50) days before such meeting. Such notice shall be given by, or at the
direction of, the President or Secretary or other person or persons calling such
meeting, by leaving such notice with the Stockholder or at the Stockholder's
residence or usual place of business or by mailing a copy of the notice to the
Stockholder at the Stockholder's last known post office address as last shown on
the records of the Corporation.

     Section 6.  QUORUM. To constitute a quorum for the transaction of business
at any meeting of Stockholders, there must be present, in person or by proxy,
Stockholders of record holding at least a majority of each class of the issued
and outstanding shares of the stock of the Corporation entitled to vote at such
meeting. If notice of any adjourned special meeting of Stockholders is sent to
all Stockholders entitled to vote thereat stating that it will be held with
those present constituting a quorum, then, except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined (subject to any specific voting requirements set
forth by law, the Corporation's Certificate of Incorporation or these By-Laws)
by a majority of the votes cast at such meeting.

     Section 7.  VOTING RIGHTS AND REQUIREMENTS. Each holder of record of shares
of common stock of the Corporation shall be entitled to one vote for each share
of the stock registered in such holder's name on the record date for the
meeting. Subject to Section 4 above, Stockholder action on any matter whatsoever
at any meeting of the Stockholders shall require the affirmative vote of a
majority of the shares of the common stock of the Corporation represented at the
meeting and entitled to vote on the matter, subject to the quorum requirements
for such meeting. For those matters for which the vote of a designated
proportion of the shares of stock may be specified by the Stock Corporation Act,
the affirmative vote of a majority of the shares of stock of the Corporation
represented at the meeting and entitled to vote on the matter shall be required
and sufficient for Stockholder action on the matter, although the vote of a
greater proportion may be designated by the Stock Corporation Act, subject,
however, to any greater voting requirement that may from time to time be
specified in the Corporation's Certificate of Incorporation. The Corporation
shall not issue any class of stock or other security, or take any other action,
which nullifies, restricts or reduces the per-share voting rights of any of the
Corporation's outstanding shares of common stock.

     Section 8.  CONDUCT OF BUSINESS. The chairman of any meeting of
Stockholders shall be determined in accordance with these By-Laws and shall
determine the order of business and the procedures at the meeting, including
such regulation of the manner of voting and the conduct of discussion as seem to
such chairman in order. In the absence of the Secretary of the Corporation, the
secretary of the meeting shall be such person as the chairman of the meeting
appoints. All voting, including for the election of Directors but excepting
where otherwise required by law, may be by a voice vote; provided, however, that
on demand therefor by a

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Stockholder entitled to vote or such Stockholder's proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballots, each of which shall state the
name of the Stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting. Every vote taken by
ballots shall be counted by an inspector or inspectors appointed by the chairman
of the meeting.

     Section 9.  PRIOR NOTICE FOR CERTAIN PROPOSALS. Except in the case of a
nomination for office as a Director made on behalf or with the concurrence of
the Board of Directors as expressed in a resolution adopted by the Board,
written notice of the intent of any Stockholder, or any other person authorized
to propose a matter for Stockholder action: (a) to make a nomination of a
candidate for the office of Director, (b) to propose the removal of any
Director, (c) to propose any amendment to the Corporation's Certificate of
Incorporation or to these By-Laws, or (d) to adopt or repeal a By-Law or to
render ineffective any action of the Board of Directors to adopt a By-Law or
amend or repeal a By-Law, at any meeting of Stockholders (other than a
resolution, if permitted by these By-Laws and the rules of the meeting, relating
to the procedures of the meeting) shall be delivered to the Secretary of the
Corporation not less than fifty (50) days preceding the date of the meeting (or
if fewer than fifty (50) days notice or prior public disclosure of the meeting
date is given or made by the Corporation, not later than the seventh day after
which the notice was mailed or such public disclosure was made) at which such
nomination or proposal is intended to be made.

     (a) In the case of each such nomination of a candidate for the office of
Director, such notice must contain or be accompanied by the following
information:

         (i)     the name and address of the Stockholder who intends to make the
                 nomination;

         (ii)    a representation that the Stockholder is a holder of record of
                 the Corporation's stock entitled to vote for such Director and
                 intends to appear in person or by proxy at a meeting to
                 nominate the person specified in the notice;

         (iii)   such information regarding the nominee as would have been
                 required to be included in a proxy statement filed pursuant to
                 Regulation 14A, as amended, adopted by the Securities and
                 Exchange Commission under the Securities Exchange Act of 1934
                 (the "Proxy Rules") had the nominee been nominated by the
                 Corporation's Board of Directors and had the Corporation been
                 subject to the Proxy Rules;

         (iv)    a description of all arrangements or understandings among the
                 Stockholder and the nominee and any other person or persons
                 (naming such person or persons) pursuant to which the
                 nomination is to be made by the Stockholder; and

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         (v)     the written consent of the nominee to serve as a director of
                 the Corporation if elected.

     (b) In the case of each proposal to remove a Director, such notice must
contain or be accompanied by the following information:

         (i)     the name and address of the Stockholder who intends to make
                 such proposal;

         (ii)    a representation that the Stockholder is a holder of record of
                 the Corporation's stock entitled to vote for the removal of
                 such Director and intends to appear in person or by proxy at a
                 meeting to propose the removal of the Director identified in
                 the notice;

         (iii)   the name of the Director the Stockholder intends to propose the
                 removal of, and the bases for such removal, which must be as
                 enumerated in the Corporation's Certificate of Incorporation;

         (iv)    such information regarding the proposal as would have been
                 required to be included in a proxy statement filed pursuant to
                 the Proxy Rules had the proposal been made by the Corporation's
                 Board of Directors and had the Corporation been subject to the
                 Proxy Rules; and

         (v)     a description of all arrangements or understandings among the
                 Stockholder and any other person or persons (naming such person
                 or persons) pursuant to which the proposal is to be made by the
                 Stockholder.

     (c) In the case of each proposal to amend the Corporation's Certificate of
Incorporation or amend these By-Laws or to adopt or repeal a By-Law or to render
ineffective any action of the Board of Directors to adopt a By-Law or amend or
repeal a By-Law, such notice must contain or be accompanied by the following
information:

         (i)     the name and address of the Stockholder who intends to make
                 such proposal;

         (ii)    a representation that the Stockholder is a holder of record of
                 the Corporation's stock entitled to vote for such action and
                 intends to appear in person or by proxy at a meeting to propose
                 the action specified in the notice;

         (iii)   a description of the action the Stockholder intends to propose;

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         (iv)    such information regarding the proposal as would have been
                 required to be included in a proxy statement filed pursuant to
                 the Proxy Rules had the proposal been made by the Corporation's
                 Board of Directors and had the Corporation been subject to the
                 Proxy Rules; and

         (v)     a description of all arrangements or understandings among the
                 Stockholder and any other person or persons (naming such person
                 or persons) pursuant to which the proposal is to be made by the
                 Stockholder.

     (d) The foregoing requirements shall be in addition to any other
requirements that may be imposed by the Proxy Rules, if applicable, and nothing
contained in these By-Laws shall be construed to require the Corporation to
include in any proxy statement of the Corporation any matter not required to be
included therein by the Proxy Rules, or to require the Corporation to be subject
to the Proxy Rules if not so subject by the terms of the Proxy Rules.

     Section 10. STOCK LIST. A complete list of Stockholders entitled to vote at
any meeting of Stockholders, arranged in alphabetical order for each class or
stock and showing the address of each Stockholder and the number of shares
registered in such Stockholder's name, shall be prepared from the Corporation's
original share transfer book and shall be open to the examination of each
Stockholder, for any proper purpose, at the principal office of the Corporation,
during ordinary business hours for a period of at least five (5) days prior to
the meeting. The stock list shall also be kept at the place of the meeting
during the whole time thereof and shall be open to examination for any proper
purpose by any Stockholder who is present. The Corporation's original share
transfer book shall presumptively determine the identity of the Stockholders
entitled to inspect such list and to vote at the meeting and the number of
shares held by each of them.

     Section 11. TRANSACTION OF BUSINESS WITHOUT MEETINGS. Any action which may
be authorized at a regularly constituted meeting of the Stockholders may be
authorized without such a meeting, provided that, either prior to, or subsequent
to, the time such action is taken, written consent thereto is signed by all of
the persons who would be entitled to vote upon such action at such a meeting, or
by their duly authorized attorneys, and such consent is filed with the Secretary
of the Corporation as part of the corporate records.

     Section 12. PROXIES. All proxies shall be in writing and filed in
accordance with the procedure established for the meeting. A proxy shall not be
valid after eleven (11) months from its date of execution unless it specifies a
greater length of time for which it is to continue. Attendance at any meeting by
a Stockholder who shall have previously given a proxy shall not, in itself,
revoke the proxy. The Corporation may treat any duly executed proxy as not
revoked and in full force and effect until it receives a duly executed
instrument revoking it, or a duly executed proxy bearing a later date.

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ARTICLE  II      DIRECTORS

     Section 1.  NUMBER, ELECTION, TERM OF OFFICE AND REMOVAL

     (a) NUMBER. The number of Directorships of the Corporation shall be not be
fewer than three (3) nor more than fifteen (15) and, within such minimum and
maximum limits, shall be as determined and established from time to time by
resolutions adopted by a vote of a majority of Directors then in office, subject
to the quorum requirements set forth in Section 5 below. Unless otherwise so
determined and established, the number of Directorships shall be nine (9). The
Directors may at any time increase or decrease the number of Directorships,
subject to the maximum and minimum limits set forth above, by the concurring
vote of Directors holding a majority of the Directorships; provided, however,
that no reduction in the number of Directorships shall cause the removal, or
shorten the term, of any Director then in office. Not more than one-half of the
persons serving as Directors of the Corporation shall be employees of the
Corporation.

     (b) TERM OF OFFICE. Directors shall hold office for the time for which they
are elected or until their respective successors are duly elected and qualified.

     (c) CHANGES IN NUMBER OF DIRECTORSHIPS. Whenever the authorized number of
Directorships is increased between annual meetings of the Stockholders, a
majority of the Directors then in office shall, subject to Section 2 below, have
the power to elect new Directors to fill such new Directorships for the balance
of a term and until their respective successors are elected and qualified. Any
decrease in the authorized number of Directorships shall not become effective
until the expiration of the terms of the Directors then in office unless, at the
time of such decrease, there shall be vacancies on the Board which are being
eliminated by the decrease.

     (d) REMOVAL. A Director may be removed by the Stockholders entitled to vote
for the election of such Director with or without cause at any time, but subject
to the procedural rules set forth in these By-Laws.

     Section 2.  VACANCIES. Vacant Directorships shall be filled for the
unexpired portion of the term by vote of the remaining Directors, the quorum
requirements set forth in Section 5 below notwithstanding; provided that if a
vacancy is created by an increase in the number of Directorships, it shall be
filled for the unexpired term by the concurring vote of the number of Directors
who hold a majority of the Directorships, calculated as of the time immediately
preceding the vote to increase the number of Directorships.

     Section 3.  REGULAR MEETINGS. Beginning with the 1996 annual meeting, a
regular meeting of the Board of Directors shall be held immediately after, and
at the same place as, the annual meeting of Stockholders, and notice of such a
meeting need not be given. Additional regular meetings of the Board of Directors
shall be held at such time and place as may be specified from time to time by
resolution of the Board of Directors, and notice of such meetings need not be
given. If no

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such resolution shall be in effect, regular meetings of the Board of Directors
shall be called in the manner set forth below with respect to special meetings
of the Board of Directors.

     Section 4.  SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President and shall be called by the President upon written
request of any two (2) Directors. If the President shall not call such meeting
within fifteen (15) days after receipt of such written request, the Directors
making such request may call the meeting, subject to the notice requirements set
forth below. At least two (2) days oral or written notice of each special
meeting stating the time and place of the meeting shall be given to each
Director. No notice of a Directors' meeting need be given to any Director who
attends such meeting in person without protesting prior to or at the
commencement of such meeting, or who waives such notice in a writing executed
and filed with the Corporation's Secretary, either before or after the meeting.
The Secretary shall cause any such waiver to be filed with, or entered upon, the
records of the meeting.

     Section 5.  CONDUCT OF BUSINESS. Except as otherwise expressly provided in
these By-Laws, a majority of the Directorships shall constitute a quorum. If a
quorum shall fail to attend any meeting, a majority of those Directors present
may adjourn the meeting to another place, date or time, without need for further
notice. At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the Board may from time to time determine, and all
matters shall be determined by the majority of the Directors present, except as
otherwise required by law, the Corporation's Certificate of Incorporation or
these By-Laws.

     Section 6.  POWERS. The property, business and affairs of the Corporation
shall be managed by or under the direction of the Directors, who may exercise
all the powers and do all things which may be exercised by or done by the
Corporation, subject to requirements of law, the Corporation's Certificate of
Incorporation and these By-Laws. In addition to any other powers granted in the
Corporation's Certificate of Incorporation or these By-Laws, and without
limiting the generality of the preceding sentence, the Board of Directors shall
have the unqualified power:

     (a)     To declare dividends from time to time in accordance with law;

     (b)     To purchase or otherwise acquire any property, rights or privileges
             on such terms as it shall determine;

     (c)     To authorize the creation, making and issuance, in such form as it
             may determine, of written obligations of every kind, negotiable or
             non-negotiable, secured or unsecured, and to do all things
             necessary in connection therewith;

     (d)     To remove any officer of the Corporation with or without cause,
             notice or hearing, and from time to time to devolve the powers and
             duties of any officer upon any other individual for the time being;

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     (e)     To confer on any officer of the Corporation the power to appoint,
             remove and suspend subordinate officers, employees and agents;

     (f)     To adopt from time to time in accordance with law such stock,
             option, stock purchase, bonus or other compensation plans for
             Directors, officers, employees and agents of the Corporation and
             its subsidiaries as it may determine;

     (g)     To adopt from time to time in accordance with law such insurance,
             retirement, and other benefit plans for Directors, officers,
             employees and agents of the corporation and its subsidiaries as it
             may determine; and

     (h)     To adopt from time to time regulations, not inconsistent with these
             By-Laws, for the management of the Corporation's business and
             affairs.

     Section 7.  COMMITTEES.

     (a)     APPOINTMENT AND POWERS. The Board of Directors may, by the vote of
a majority of the Directorships, designate two (2) or more Directors to
constitute an Executive Committee, a Compensation Committee, a Nominating
Committee or other Committee, and may designate or provide for the designation
of one (1) or more Directors as alternate members of any such Committee to
replace any absent or disqualified member at any meeting of the Committee. Each
such Committee shall have and may exercise all such authority of the Board of
Directors as shall be provided in the resolution establishing such Committee.
Each such Committee shall serve at the pleasure of the Board of Directors and
shall keep minutes of its proceedings which shall be reported to the Board of
Directors.

     (b)     MEETINGS. Meetings of any Committee of the Board of Directors may
be called by the President or any member of such Committee upon at least one (1)
day oral or written notice of the time and place, but not necessarily of the
purpose, of such meeting. A majority of the members of each Committee shall
constitute a quorum for the transaction of business, and, a quorum being
present, the action of a majority of those Committee members present shall be
the action of the Committee.

     (c)     CONDUCT OF BUSINESS. Each Committee may determine the procedural
rules for meeting and conducting its business and shall act in accordance
therewith, except as otherwise required by law or these By-Laws. Adequate
provision shall be made for notice to members of all meetings; one-third of the
members shall constitute a quorum unless the committee shall consist of one or
two members, in which event one member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present.

     (d)     MANDATORY COMMITTEES. Subsection (a) above notwithstanding, the
Board of Directors shall at all times establish and maintain all Committees as
may from time to time be

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required by Federal or State law or by regulation of any securities exchange
(collectively, the "Exchange") registered under the Securities Exchange Act of
1934, as amended, or the National Association of Securities Dealers (the "NASD")
and on which any securities of the Corporation are listed, including, if so
required, an Audit Committee. Any such Committee shall be established and
maintained, and its business shall be conducted, in accordance with the
applicable provisions of law or regulation of the Exchange or of the NASD, to
the extent such law or regulation may be contrary to the foregoing provisions of
this Section 7.

     Section 8.  PARTICIPATION IN MEETINGS BY TELEPHONE. Members of the Board of
Directors, or of any Committee of the Board of Directors, may participate in a
meeting of the Board or such Committee by means of conference telephone or
similar communications equipment by means of which all individuals participating
in the meeting can hear each other, and such participation shall constitute
presence in person at such meeting.

     Section 9.  TRANSACTION OF BUSINESS WITHOUT MEETING. Any action which could
be authorized at a regularly constituted meeting of the Board of Directors or a
Committee of the Board of Directors may be authorized without such a meeting,
provided that all of the Directors or all of the members of the Committee, as
the case may be, consent in writing to such action before or after the time such
action is taken and the number of such Directors or members constitutes a quorum
for such action. The Corporation's Secretary shall file such consents with the
minutes of the meetings of the Board of Directors and of the Committees of the
Board of Directors.

     Section 10. COMPENSATION. Directors, as such, may receive, pursuant to
resolution of the Board of Directors, expense reimbursements, fixed fees and
other compensation for their services as Directors, including, without
limitation, for their services as members of any Committee of the Board of
Directors.

     Section 11. INDEMNIFICATION AND REIMBURSEMENT. The Corporation shall be
bound by and comply with the provisions of Section 33-320a of the Stock
Corporation Act pertaining to the indemnification of the persons identified
therein. The Corporation may, in the discretion of the Board of Directors,
procure insurance providing greater indemnification to any of such persons, and
may, in the discretion of the Board of Directors, pay all or part of the premium
cost of such insurance.

ARTICLE III      OFFICERS

     Section 1.  TITLES, ELECTION AND DUTIES. The Directors shall elect a
President, a Treasurer and a Secretary, and may from time to time elect a
Chairman, one or more Vice-Presidents, an Assistant Treasurer, an Assistant
Secretary and such other officers as they, the Directors, deem expedient. Any
two or more offices may be held by the same person, except the offices of
President and Secretary. The duties of the officers of the Corporation shall be
such as are imposed by these By-Laws and from time to time prescribed by the
Directors.

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     Section 2.  CHAIRMAN. The Chairman, if any, shall preside at all meetings
of the Board of Directors and Shareholders, lead the Corporation's efforts to
obtain growth financing and act as ambassador to the general public for the
Corporation, and shall have such other powers and duties as are commonly
incident to the office of the chairman of a corporation and which are not
specifically delegated or assigned by these By-Laws to any other officer of the
Corporation. The Chairman may sign any deeds, mortgages, bonds, contracts or
other instruments which the Board of Directors has authorized to be executed or
which are in the ordinary course of the Corporation's business. In the event of
the absence or disability of the President, the Chairman shall exercise the
powers of the President.

     Section 3.  PRESIDENT. The President shall have such duties and powers as
are commonly incident to the office of the president of a corporation and which
are not specifically delegated to another officer of the Corporation. In
particular, the President shall be the chief executive officer of the
Corporation and have general charge and direction of the business of the
Corporation and all the officers, employees and agents of the Corporation,
subject to the powers and duties specifically delegated and assigned by these
By-Laws to any other officer of the Corporation and to the control of the Board
of Directors. In all cases where the duties of officers, employees or agents of
the Corporation are not specifically prescribed by these By-Laws or by the Board
of Directors, they shall obey the orders and instructions of the President. The
President may sign any deeds, mortgages, bonds, contracts or other instruments
which the Board of Directors has authorized to be executed or which are in the
ordinary course of the Corporation's business. The President shall assist the
Chairman in seeing that all orders and resolutions of the Board of Directors are
carried into effect, subject, however, to the right of the Board of Directors to
delegate any specific powers to any other officer or officers of the
Corporation, and in having charge over supervision of the Corporation's
officers, employees and agents. In all cases where the duties of officers,
employees or agents of the Corporation are not specifically prescribed by these
By-Laws or by the Board of Directors or the Chairman, they shall obey the orders
and instructions of the President. In the event of the absence or disability of
the Chairman, the President shall exercise the powers of the Chairman.

     Section 4.  VICE-PRESIDENTS. The Vice-President, if any, or, if there shall
be more than one, the Vice-Presidents in the order of seniority or in any other
order determined by the Board of Directors shall, in the event of the absence or
disability of the Chairman and the President, perform the duties and exercise
the powers of the Chairman and the President. The Vice-President or
Vice-Presidents shall assist the Chairman and the President in the performance
of the Chairman's and the President's duties. One or more of the
Vice-Presidents, if any, may be designated as Executive or Senior
Vice-Presidents, or have such other designation as the Board of Directors may
from time to time determine.

     Section 5.  TREASURER. The Treasurer shall keep the fiscal accounts of the
Corporation, including an account of all moneys received or disbursed. At
intervals of not more than twelve (12) months, the Treasurer shall prepare or
have prepared for the Corporation a balance sheet showing the

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financial condition of the Corporation as of a date not more than four (4)
months prior thereto, and a profit and loss statement respecting its operation
for the twelve (12) months preceding such date. The balance sheet and the profit
and loss statement shall be deposited at the principal office of the Corporation
and shall be kept by the Corporation for at least ten (10) years from such date.
In addition, within thirty (30) days after the preparation of each such balance
sheet and profit and loss statement, the Corporation shall mail a copy thereof
to each Stockholder of record. The Treasurer may endorse for and on behalf of
the Corporation, checks, notes and other obligations and shall deposit the same
and all moneys and valuables in the name of, and to the credit of the
Corporation in such banks and depositories as the Board of Directors shall
designate. The Treasurer shall have custody of and shall have the power to
endorse for transfer on behalf of the Corporation, stock, securities or other
investment instruments owned by the Corporation.

     Section 6.  ASSISTANT TREASURER. The Assistant Treasurer, if any, shall
assist the Treasurer in the performance of the Treasurer's duties and shall
carry out the duties of the Treasurer whenever the Treasurer is unable to
perform such duties.

     Section 7.  SECRETARY. The Secretary shall keep the minutes of the meetings
of Stockholders and Directors and shall give notice of all such meetings as
required in these By-Laws. The Secretary shall have charge of the seal of the
Corporation and all books, records and papers of the Corporation, except those
in the charge of the Treasurer or some other person authorized to have custody
and possession thereof by the Board of Directors.

     Section 8.  ASSISTANT SECRETARY. The Assistant Secretary, if any, shall
assist the Secretary in the performance of the Secretary's duties and shall
carry out the duties of the Secretary whenever the Secretary is unable to
perform such duties.

     Section 9.  DELEGATION OF AUTHORITY. Any other provision of these By-Laws
notwithstanding, the Board of Directors may from time to time delegate the
powers or duties of any officer to any officer, employee or agent of the
Corporation.

     Section 10. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. Unless
otherwise directed by the Board of Directors, the Chairman shall have the power
to vote and otherwise act on behalf of the Corporation, in person or by proxy,
at any meeting of the stockholders of, or with respect to any action of
stockholders of, any other corporation in which the Corporation may hold
securities and otherwise to exercise any and all rights and powers which the
Corporation may possess by reason of its ownership of securities in such other
corporation.

     Section 11. COMPENSATION. The salaries of all officers shall be fixed by
the Board of Directors or a duly authorized Committee of the Board of Directors.

     Section 12. TERMS OF OFFICE. Each officer shall serve for the term for
which he or she is elected or until his or her successor is duly elected and
qualified, but any officer may be removed by

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the Board of Directors at any time with or without cause and with or without
notice or hearing. Vacancies among the officers by reason of death, resignation
or other causes shall be filled by the Board of Directors.

ARTICLE IV  STOCK

     Section 1.  CERTIFICATES OF STOCK. Certificates of stock shall be in a form
adopted by the Board of Directors and shall be signed by the President or a
Vice-President, and by the Secretary, or an Assistant Secretary, or the
Treasurer, or an Assistant Treasurer, and shall be attested by the corporate
seal or a facsimile of the corporate seal. Facsimile signatures of officers may
be used on certificates of stock if such certificates are signed by a transfer
agent or registrar acting on behalf of the Corporation. Each certificate shall
set forth upon its face: (a) the name of the Corporation, (b) a statement that
the Corporation is organized under the laws of the State of Connecticut, (c) the
name of the person to whom issued, (d) the number, class and designation of
series, if any, of shares which such certificate represents, and (e) the par
value of each share represented by such certificate or a statement that such
shares are without par value.

     Section 2.  TRANSFER OF STOCK. Shares of stock shall be transferred only on
the Corporation's transfer books kept at an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the Corporation.
Except where a certificate is issued in accordance with Section 4 below, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.

     Section 3.  RECORD DATE. The Board of Directors, to the extent permitted by
law, may provide that the Corporation's stock transfer books shall be closed or
may fix a record date for the determination of the Stockholders who are entitled
to notice of or to vote at any meeting of Stockholders or any adjournment
thereof, to express consent to Stockholder action in writing without a meeting
if otherwise permitted by the Corporation's Certificate of Incorporation or
these By-Laws or to receive payment of any dividend or other distribution or
allotment of any rights or for any other proper purpose.

     Section 4.  LOST STOLEN OR DESTROYED CERTIFICATES. In the event of the
loss, theft or destruction of any certificate of stock, another certificate may
be issued in its place pursuant to such regulations as the Board of Directors
may establish concerning proof of such loss, theft or destruction and concerning
the giving of a satisfactory bond or bonds of indemnity.

     Section 5.  TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint, subject to revocation, reappointment or change, a Transfer Agent and a
Registrar of capital stock of any class or series, and while any such
appointment is in force with respect to any such class or series, no certificate
issued for stock of such class or series shall be valid without being
countersigned by such Transfer Agent, if one be so appointed, and registered by
such Registrar, if one be so appointed.

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     Section 6.  REGULATIONS. The issue, transfer, conversion and registration
or certificates of stock shall be governed by such other regulations as the
Board of Directors may establish.

ARTICLE V        AMENDMENTS

     Section 1.  AMENDMENTS OF BY-LAWS. New By-Laws may be adopted and any
By-Laws may be amended or repealed by the Stockholders or the Board of
Directors, by the affirmative vote of the holders of a majority of the voting
power of the shares entitled to vote thereon or of a majority of the
Directorships, as the case may be. The notice of any meeting of Stockholders or
Directors at which By-Laws are to be adopted, amended or repealed shall include
notice of such proposed action. Any action taken with respect to the By-Laws by
the Board of Directors may be rendered ineffective by the affirmative vote of
the holders of a majority of the voting power of the shares entitled to vote,
provided that the notice of any meeting of the Stockholders at which actions of
the Board of Directors are to be rendered ineffective shall include notice of
such proposed action.

     Section 2.  RECORD OF CHANGES. Whenever a By-Law is amended or repealed or
a new By-Law is adopted, such action and the date on which it was taken shall be
noted on the original By-Laws in the appropriate place or a new set of By-Laws
shall be prepared incorporating such changes.

ARTICLE VI   GENERAL PROVISIONS

     Section 1.  FACSIMILE SIGNATURES. In addition to the provision for use of
facsimile signatures elsewhere specifically authorized in these By-Laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a Committee of the Board
of Directors.

     Section 2.  CORPORATE SEAL. The Board of Directors may authorize a suitable
seal, containing the name of the Corporation, which seal shall be in the charge
of the Secretary. If and when so directed by the Board of Directors or a
Committee of the Board of Directors, duplicates of the seal may be kept and used
by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

     Section 3.  TIME PERIODS. In applying any provision of these By-Laws which
requires that an act be done or not be done a specified number of days prior to
an event, or that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.

     Section 4.  FISCAL YEAR. The Corporation's fiscal year shall be such as is
from time to time established by resolution of the Board of Directors. In the
absence of such a resolution, the Corporation's fiscal year shall run from
January 1 to December 31.

     Section 5.  INCONSISTENCIES WITH CERTIFICATE OF INCORPORATION. If any
provision of these By-Laws shall be found to be inconsistent with any provision
of the Corporation's Certificate of

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Incorporation, as presently existing or as from time to time amended, the latter
shall constitute the controlling authority.

     Section 6.  STATUTORY REFERENCE. The term "Stock Corporation Act" as used
in these By-laws means the Stock Corporation Act of the State of Connecticut, as
codified in Chapter 599, Sections 33-282 ET SEQ. of the Connecticut General
Statutes, and as amended from time to time, and any successor act of like force
and effect.

     Certified by the Secretary of HelpMate Robotics Inc. as the Corporation's
Amended and Restated By-Laws as adopted by the Board of Directors of the
Corporation on September 18, 1995 and effective on February 5, 1996.

                                                     ---------------------------
                                                     John M. Evans, Jr.
                                                     Secretary