<PAGE> 1


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                        INTERNATIONAL DISPLAYWORKS, INC.

                             A DELAWARE CORPORATION


<PAGE> 2


                               TABLE OF CONTENTS
                                TO THE BYLAWS OF
                        INTERNATIONAL DISPLAYWORKS, INC.
                                                                        Page

ARTICLE I - OFFICES......................................................1
         SECTION 1 - REGISTERED OFFICE...................................1
         SECTION 2 - PRINCIPAL OFFICE....................................1
         SECTION 3 - OTHER OFFICES.......................................1

ARTICLE II - MEETINGS OF STOCKHOLDERS....................................1
         SECTION 1 - PLACE OF MEETINGS...................................1
         SECTION 2 - ANNUAL MEETINGS.....................................1
         SECTION 3 - SPECIAL MEETINGS....................................2
         SECTION 4 - NOTICE OF STOCKHOLDERS' MEETINGS....................3
         SECTION 5 - MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE........3
         SECTION 6 - ADJOURNED MEETINGS AND NOTICE THEREOF...............4
         SECTION 7 - VOTING AT MEETINGS OF STOCKHOLDERS..................4
         SECTION 8 - RECORD DATE FOR STOCKHOLDERS NOTICE.................5
         SECTION 9 - QUORUM..............................................6
         SECTION 10 - WAIVER OF NOTICE...................................6
         SECTION 11 - STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT
                           MEETING.......................................6
         SECTION 12 - PROXIES............................................7
         SECTION 13 - VOTING PROCEDURES AND INSPECTORS OF ELECTION FOR
                           CERTAIN CORPORATIONS..........................8
         SECTION 14 - LIST OF STOCKHOLDERS...............................9

ARTICLE III - DIRECTORS..................................................9
         SECTION 1 - POWERS..............................................9
         SECTION 2 - NUMBER OF DIRECTORS................................10
         SECTION 3 - ELECTION AND TERM OF OFFICE........................10
         SECTION 4 - VACANCIES..........................................11
         SECTION 5 - REMOVAL OF DIRECTORS...............................11
         SECTION 6 - RESIGNATION OF DIRECTOR............................12
         SECTION 7 - PLACE OF MEETING...................................12
         SECTION 8 - ANNUAL MEETING.....................................12
         SECTION 9 - SPECIAL MEETINGS...................................12
         SECTION 10 - ADJOURNMENT.......................................13
         SECTION 11 - NOTICE OF ADJOURNMENT.............................13
         SECTION 12 - WAIVER OF NOTICE..................................13
         SECTION 13 - QUORUM AND VOTING.................................13
         SECTION 14 - FEES AND COMPENSATION.............................13
         SECTION 15 - ACTION WITHOUT MEETING............................13
         SECTION 16 - COMMITTEES OF DIRECTORS...........................14

ARTICLE IV - OFFICERS...................................................14
         SECTION 1 - OFFICERS...........................................14
         SECTION 2 - ELECTION...........................................14


<PAGE> 3

         SECTION 3 - SUBORDINATE OFFICERS...............................14
         SECTION 4 - REMOVAL AND RESIGNATION............................15
         SECTION 5 - VACANCIES..........................................15
         SECTION 6 - CHAIRMAN OF THE BOARD..............................15
         SECTION 7 - CHIEF EXECUTIVE OFFICER............................15
         SECTION 8 - PRESIDENT..........................................15
         SECTION 9 - VICE-PRESIDENTS....................................16
         SECTION 10 - SECRETARY.........................................16
         SECTION 11 - ASSISTANT SECRETARIES.............................16
         SECTION 12 - CHIEF FINANCIAL OFFICER (TREASURER)...............17
         SECTION 13 - ASSISTANT FINANCIAL OFFICERS......................17
         SECTION 14 - SALARIES..........................................17

ARTICLE V - SHARES OF STOCK.............................................17
         SECTION 1 - SHARE CERTIFICATES.................................17
         SECTION 2 - TRANSFER OF SHARES.................................18
         SECTION 3 - LOST OR DESTROYED CERTIFICATE......................18

ARTICLE VI - INDEMNIFICATION............................................18
         SECTION 1 - INDEMNITY OF OFFICERS, DIRECTORS, EMPLOYEES AND
                   OTHER AGENTS.........................................18
         SECTION 2 - INSURANCE..........................................19
         SECTION 3 - NON-EXCLUSIVITY....................................19

ARTICLE VII - RECORDS AND REPORTS.......................................19
         SECTION 1 - MAINTENANCE AND STOCKHOLDER INSPECTION OF
                   CORPORATE AND STOCKHOLDER RECORDS....................19
         SECTION 2 - INSPECTION BY DIRECTORS............................20

ARTICLE VIII - GENERAL PROVISIONS.......................................20
         SECTION 1 - DIVIDENDS..........................................20
         SECTION 2 - RESERVES...........................................20
         SECTION 3 - ANNUAL STATEMENT...................................20

ARTICLE IX - MISCELLANEOUS..............................................21
         SECTION 1 - FISCAL YEAR........................................21
         SECTION 2 - SEAL 21
         SECTION 3 - INTERESTED DIRECTORS; QUORUM.......................21
         SECTION 4 - CHECKS, DRAFTS, ETC................................21
         SECTION 5 - CONTRACTS, ETC., HOW EXECUTED......................22
         SECTION 6 - REPRESENTATION OF SHARES OF OTHER CORPORATIONS.....22

ARTICLE X - AMENDMENTS OF BYLAWS........................................22
         SECTION 1 - AMENDMENT BY STOCKHOLDERS..........................22
         SECTION 2 - AMENDMENT BY DIRECTORS.............................22



<PAGE> 4

                                     BYLAWS
                                       OF
                        INTERNATIONAL DISPLAYWORKS, INC.


                                    ARTICLE I

                                     OFFICES


         Section 1.        Registered Office.
         ----------        ------------------

     The registered  office of  International  DisplayWorks,  Inc.  (hereinafter
called  the  "Corporation")  in the  State of  Delaware  shall be in the City of
Wilmington,  County of New Castle and the name of the registered agent in charge
thereof  shall be The  Company  Corporation,  at 1013 Centre  Road,  Wilmington,
County of Newcastle, Delaware 19805.

         Section 2.        Principal Office.
         ----------        -----------------

     The principal  office,  either within or outside the State of Delaware,  of
the  Corporation  shall be fixed from time to time by resolution as determine by
the board of directors.

         Section 3.        Other Offices.
         ----------        --------------

     The  Corporation  may also have an office or offices at such other place or
places, either within or outside of the State of Delaware, as the board may from
time to time determine or as the business of the Corporation may require. Branch
or subordinate  offices may at any time be established by the board of directors
at any place or places where the Corporation is qualified to do business.

                                   ARTICLE II

                             MEETINGS OF STOCKHOLDER
                             -----------------------

         Section 1.        Place of Meetings.
         ----------        ------------------

     All  annual and all other  meetings  of  stockholders  shall be held at the
location designated by the board of directors pursuant to a resolution or as set
forth in a notice of the meeting, within or outside the state of Delaware. If no
such location is set forth in a resolution or in the notice of the meeting,  the
meeting shall be held at the principal office of the Corporation.

<PAGE> 5

         Section 2.        Annual Meetings.
         ----------        ----------------

     The annual  meetings of  stockholders  shall be held within one hundred and
twenty (120) days after the close of each fiscal year of the Corporation,  or on
such other  date or such  other time as may be fixed by the board of  directors;
provided,  however,  that should said day fall upon a weekend or legal  holiday,
then any such annual meeting of stockholders  shall be held at the same time and
place on the next  date  thereafter  ensuing  which  is not a  weekend  or legal
holiday. At such meetings, directors shall be elected, reports of the affairs of
the  Corporation  shall be considered,  and any other business may be transacted
which is within the powers of the stockholders.

     At an annual  meeting  of the  stockholders,  only such  business  shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors,  (b) or otherwise  properly  brought  before the meeting by or at the
direction of the Board of Directors,  or (c) otherwise  properly  brought before
the meeting by a  stockholder.  For  business to be properly  brought  before an
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  to or  mailed  and  received  at the
principal  executive offices of the Corporation,  not less than 60 days nor more
than 90 days prior to the  meeting;  provided,  however,  that in the event that
less than 70 days' notice or prior public  disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business of the 10th day  following  the
day on which such  notice of the date of the annual  meeting  was mailed or such
public  disclosure was made. A  stockholder's  notice to the Secretary shall set
forth as to each  matter the  stockholder  proposes  to bring  before the annual
meeting (a) 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, (b) the name and address, as they appear on the Corporation's books, of
the stockholder proposing such business,  (c) the class and number of the shares
of the Corporation which are beneficially owned by the stockholder,  and (d) any
material interest of the stockholder in such business.  Notwithstanding anything
in the Bylaws to the  contrary,  no business  shall be  conducted  at any annual
meeting  except in accordance  with the  procedures set forth in this Section 2.
The Chairman of the annual  meeting shall,  if the facts warrant,  determine and
declare to the meeting that business was not properly brought before the meeting
and in  accordance  with the  provisions  of this Section 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.

<PAGE> 6

         Section 3.        Special Meetings.
         ----------        -----------------

     Special  meetings  of  the  stockholders,   for  any  purpose  or  purposes
whatsoever,  may be  called  at any  time by the  President  or by the  board of
directors  or the Chairman of the Board or by one or more  stockholders  holding
shares in the aggregate  entitled to cast not less than ten percent (10%) of the
votes at that meeting.

     If a special  meeting  is called by any  person or  persons  other than the
board of directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business  proposed to be  transacted,  and
shall be delivered  personally or sent by registered  mail or by e-mail or other
facsimile  transmission  to  the  Chairman  of the  Board,  the  President,  the
Executive  Vice  President  or the  Secretary  of the  Corporation.  The officer
receiving  the  request  shall  cause  notice  to  be  promptly   given  to  the
stockholders  entitled to vote, in accordance  with the provisions of Sections 4
and 5 of this  Article II, and the notice shall set forth that a meeting will be
held at the time  requested by the person or persons  calling the  meeting,  not
less than thirty-five (35) or more than sixty (60) days after the receipt of the
request. If the notice is not given within twenty (20) days after receipt of the
request,  the person or persons  requesting  the  meeting  may give the  notice.
Nothing  contained  in this  paragraph  of this  Section 3 shall be construed as
limiting,  fixing or affecting the time when a meeting of stockholders called by
action of the board of directors may be held.

         Section 4.        Notice of Stockholders' Meetings.
         ----------        ---------------------------------

     All notices of meetings of stockholders shall be sent or otherwise given in
accordance  with  Section 5 of this  Article  II not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each stockholder entitled
to vote at the meeting. The notice shall specify the place, date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called.  The notice of any meeting at which  directors  are to be
elected shall  include the name of any nominee or nominees  whom, at the time of
the notice, the board of directors intends to present for election.

         Section 5.        Manner of Giving Notice; Affidavit of Notice.
         ----------        ---------------------------------------------

     Notice of any  stockholders'  meeting  shall be given in writing and either
delivered personally or by first-class mail by, e-mail,  facsimile or other form
of written  communication,  charges  prepaid,  sent to each  stockholder  at the
address of that  stockholder  appearing on the books of the Corporation or given
by the  stockholder  to the  Corporation  for the purpose of notice.  If no such
address appears on the Corporation's books or has been so given, notice shall be
deemed to have been given if sent to that stockholder by first-classmail, by

<PAGE> 7

e-mail,  facsimile or other written communication to the principal office of the
Corporation, or if published at least once in a newspaper of general circulation
in the county where that office is located.  Notice shall be deemed to have been
given at the time when delivered personally, deposited in the mail, delivered to
a common carrier for transmission to the recipient,  or actually  transmitted by
facsimile or other  electronic  means to the  recipient by the person giving the
notice, or sent by other means of written communication.

     Whenever  notice is  required  to be given to any  stockholder  to whom (i)
notice of two consecutive  annual  meetings,  and all notice of meetings to such
person between such two consecutive  annual meetings,  or (ii) all, and at least
two,  payments  (if sent by  First  Class  Mail) of  dividends  or  interest  on
securities  during a  twelve-month  period,  have been mailed  addressed to such
person at his or her address as shown on the records of the Corporation and have
been returned undeliverable,  the giving of such notice to such person shall not
be required.  Any action or meeting which shall be taken or held without  notice
to such  person  shall have the same force and effect as if such notice had been
duly given.  If any person shall  deliver to the  Corporation  a written  notice
setting forth his or her then current  address,  the requirement  that notice be
given to such person shall be reinstated.

     An  affidavit  of the  mailing  or other  means of giving any notice of any
stockholders' meeting may be executed by the Secretary,  Assistant Secretary, or
any  transfer  agent  of the  Corporation  giving  the  notice,  and  filed  and
maintained in the minute book of the Corporation.

         Section 6.        Adjourned Meetings And Notice Thereof.
         ----------        --------------------------------------

     Any stockholders'  meeting,  annual or special,  whether or not a quorum is
present,  may be adjourned  from time to time by the vote of the majority of the
shares,  the  holders of which are either  present in person or  represented  by
proxy  thereat,  but in the  absence  of a  quorum,  no  other  business  may be
transacted at such meeting except in the case of the withdrawal of a stockholder
from a quorum as provided in Section 9 of this Article II.

     When any stockholders' meeting, either annual or special, is adjourned to a
different date, time or place, notice need not be given of the new date, time or
place  if the new  date,  time or  place  is  announced  at the  meeting  before
adjournment.  The board of directors may fix a new record date for the adjourned
meeting. If the meeting is adjourned for more than thirty (30) days, or if after
the adjournment a new record date is fixed for the adjourned meeting,  notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the adjourned  meeting in accordance  with the  provisions of Sections 4
and 5 of this Article II. At any adjourned meetings the Corporation may transact
any business that might have been transacted at the regular meeting.

<PAGE> 8
         Section 7.        Voting at Meetings of Stockholders.
         ----------        -----------------------------------

     The stockholders  entitled to vote at any meeting of the stockholders shall
be determined in accordance with the provisions of Section 8 of this Article II.

     Each stockholder shall, at each meeting of the stockholders, be entitled to
vote in person or by proxy  each share or  fractional  share of the stock of the
Corporation  having voting rights on the matter in question and which shall have
been  held by him or her and  registered  in his or her name on the books of the
Corporation  on the date  fixed  pursuant  to  Section 8 of these  Bylaws as the
record date for the  determination of stockholders  entitled to notice of and to
vote at such meeting,  or if no such record date shall have been so fixed,  then
on the dates set forth in Section 8.

     Shares  of its  own  stock  belonging  to  the  Corporation  or to  another
Corporation,  if a majority of the shares  entitled  to vote in the  election of
directors in such other  Corporation  is held,  directly or  indirectly,  by the
Corporation,  shall  neither  be  entitled  to vote nor be  counted  for  quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote,  unless in the transfer by the pledgor on the books of the Corporation,
he or she shall have expressly  empowered the pledgee to vote thereon,  in which
case only the pledgee,  or his or her proxy,  may represent  such stock and vote
thereon.  Stock having  voting  power  standing of record in the names of two or
more persons,  whether fiduciaries,  members of a partnership,  joint tenants in
common,  tenants by entirety or otherwise,  or with respect to which two or more
persons have the same fiduciary relationship,  shall be voted in accordance with
the provisions of the General Corporation Law of the State of Delaware.

     Any such voting rights may be exercised by the stockholder entitled thereto
in  person  or by  his or her  proxy  appointed  by an  instrument  in  writing,
subscribed by such  stockholder or by his or her attorney  thereunto  authorized
and delivered to the Secretary of the meeting; provided,  however, that no proxy
shall be voted or acted upon after  three  years from its date unless said proxy
shall  provide  for  a  longer  period.  The  attendance  at  any  meeting  of a
stockholder who may theretofore  have given a proxy shall not have the effect of
revoking  the same unless he or she shall in writing so notify the  Secretary of
the meeting prior to the voting of the proxy. At any meeting of the stockholders
all matters,  except as otherwise  provided in the Certificate of Incorporation,
in these bylaws or by law,  shall be decided by the vote of a majority in voting
interest of the stockholders  present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present.

<PAGE> 9

     The vote at any meeting of the  stockholders on any question need not be by
written  ballot,  unless so directed by the Chairman of the  meeting;  provided,
however,  that any  election of  directors  at any meeting  must be conducted by
written  ballot.  On a vote  by  ballot  each  ballot  shall  be  signed  by the
stockholder  voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

     Except as  otherwise  required by the General  Corporation  Law for general
corporate action,  or the Certificate of Incorporation of this  Corporation,  or
these bylaws,  the affirmative  vote of the majority of shares present in person
or represented by proxy at the stockholders meeting, and entitled to vote on the
subject matter, is required.

         Section 8.        Record Date For Stockholder Notice.
         ----------        -----------------------------------

     For  purposes of  determining  the  stockholders  entitled to notice of any
meeting or to vote,  the board of directors may fix, in advance,  a record date,
which  shall not be more than sixty (60) days or less than ten (10) days  before
the date of any such meeting,  and in this event only  stockholders of record at
the close of business  on the date so fixed are  entitled to notice and to vote,
notwithstanding any transfer of any shares on the books of the Corporation after
the  record  date,  except  as  otherwise   provided  in  the  Delaware  General
Corporation  Law. 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.

     For  purposes  of  determining  a record  date with  respect to a dividend,
distribution,  allotment of any rights or to determine the stockholders entitled
to  exercise  any right with  respect to any change,  conversion  or exchange of
stock,  or for any other lawful action,  the board of directors may fix a record
date  subsequent  to the date  upon  which  the  resolution  fixing  the date is
adopted, and which date is not more than sixty (60) days prior to the action for
which a record date is being established.  In the event no record date is fixed,
the record date for determining  stockholders  for any such purpose is deemed to
be the close of business on the day next  preceding  the day on which  notice is
given,  or, if  notice  is  waived,  at the  close of  business  on the day next
preceding the day on which the meeting is held. A determination  of stockholders
of record entitled to notice of, or to vote at, a meeting of stockholders  shall
apply to any adjournment of the meeting.

<PAGE> 10
         Section 9.        Quorum.
         ----------        -------

     A majority  of the shares  entitled  to vote,  represented  in person or by
proxy,  shall  constitute a quorum of the  stockholders  for the  transaction of
business at any meeting of the stockholders or any adjournment thereof.

     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 leave 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 and by any greater  number of shares  otherwise
required  to  take  such  action  by  applicable  law or in the  certificate  of
incorporation.  In the absence of a quorum,  any meeting of stockholders  may be
adjourned  from time to time by vote of a majority of the shares  represented in
person or by proxy,  or, in the  absence  therefrom,  any  officer  entitled  to
preside  at, or to act as  Secretary  of, such  meeting  but no business  may be
transacted except as hereinabove provided.

         Section 10.       Waiver of Notice.
         -----------       -----------------

     Whenever notice is required to be given under any provision of the Delaware
General Corporation Law or the Certificate of Incorporation or bylaws, a written
waiver,  signed by the person  entitled to notice,  whether  before or after the
time stated therein, shall be deemed equivalent to notice.

     Attendance by a person at a meeting shall  constitute a waiver of notice of
that meeting,  except when the person objects to the Secretary, at the beginning
of the meeting,  to the  transaction of any business  because the meeting is not
lawfully  called or convened,  and except that  attendance at a meeting is not a
waiver of any right to object to the consideration of matters required by law to
be included in the notice of the meeting, but not so included, if that objection
is expressly made at the meeting.

         Section 11.     Stockholder Action by Written Consent Without Meeting.
         -----------     ------------------------------------------------------

     Any  action  required  to be taken at any  annual  or  special  meeting  of
stockholders of the Corporation,  or any action which may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting, without
prior  notice and  without a vote,  if a consent in writing,  setting  forth the
action so taken,  shall be signed by the holders of outstanding stock having not
less than the minimum  number of votes that would be  necessary  to authorize or
take such action at a meeting at which all shares  entitled to vote thereon were
present  and voted.  If the action  taken  without a meeting is approved by less
than unanimous  written consent,  prompt notice of such action shall be given to
those stockholders who have not consented in writing.

<PAGE> 11

     Consents  to  corporate  action  shall be valid for a maximum of sixty (60)
days after the date of the earliest dated consent  delivered to the  Corporation
in the manner  provided in Section  228(c) of the Delaware  General  Corporation
Law.  Consents may be revoked by written notice (i) to the Corporation,  (ii) to
the stockholder or stockholders soliciting consents or soliciting revocations in
opposition to action by consent  proposed by the  Corporation  (the  "Soliciting
Stockholders"),  or (iii) to a proxy solicitor or other agent  designated by the
Corporation or the Soliciting Stockholders.

     Notwithstanding  the foregoing,  if independent  counsel to the Corporation
delivers to the Corporation a written opinion  stating,  or a court of competent
jurisdiction  determines,  that this  Section of this Article II, or any portion
thereof,  is illegal with respect to any corporate action to be taken by written
consent for which a consent has theretofore  been delivered to the  Corporation,
in the manner  provided in Section  228(c) of the Delaware  General  Corporation
Law,  whether prior or subsequent to the date of the adoption of this Section of
this Article II, then this Section of this Article II, or such portion  thereof,
as the case may be,  shall after the date of such  delivery  of such  opinion or
such  determination  be null and void and of no effect with respect to any other
corporate action to be taken by written consent.

         Section 12.       Proxies.
         -----------       --------

     A stockholder may execute a writing  authorizing  another person or persons
to act for him or her as proxy.  Execution may be accompanied by the stockholder
or his or her  authorized  officer,  director,  employee or agent  signing  such
writing or causing  his or her  signature  to be affixed to such  writing by any
reasonable  means  including,  but not limited  to, by  facsimile  signature.  A
stockholder  may  authorize  another  person or persons to act for him or her as
proxy by  transmitting  or authorizing  the  transmission  of an e-mail or other
means of  electronic  transmission  to the  person who will be the holder of the
proxy or to a proxy  solicitation  firm,  proxy support service  organization or
like agent duly  authorized by the person who will be the holder of the proxy to
receive  such  transmission,  provided  that any such  e-mail or other  means of
electronic  transmission  must either set forth or be submitted with information
from which it can be determined that the e-mail or other electronic transmission
was authorized by the stockholder. If it is determined that such e-mail or other
electronic  transmission  is  valid,  the  inspectors,   or,  if  there  are  no
inspectors,  such other  persons  making that  determination  shall  specify the
information upon which they relied.

<PAGE> 12

     Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission  created  pursuant to this section may be substituted or
used in lieu of the original  writing or  transmission  for any and all purposes
for which the original writing or transmission could be used, provided that such
copy,  facsimile  telecommunication  or other  reproduction  shall be a complete
reproduction of the entire original writing or transmission.

     A validly  executed proxy that does not state that it is irrevocable  shall
continue in full force and effect unless (i) revoked by the person  executing it
by a writing  delivered to the Corporation prior to the meeting stating that the
proxy is revoked,  or if in attendance at the meeting, by a writing delivered to
the  Secretary  of the  meeting  prior  to the  voting  of  the  proxy,  or by a
subsequent  proxy  executed by the same person and delivered to the  Corporation
prior to the meeting or to the  Secretary of the meeting  prior to the voting of
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 (3) years from the date of the proxy,  unless otherwise provided in the
proxy.  A duly  executed  proxy  shall be  irrevocable  if it states  that it is
irrevocable  and if,  and  only as  levy  as,  it is  coupled  with an  interest
sufficient in law to support an irrevocable power.

         Section 13.       Voting Procedures and Inspectors of Election for
         -----------       ------------------------------------------------
                           Certain Corporations.
                           ---------------------

     If  the  Corporation  is  listed  on a  national  securities  exchange,  is
authorized for quotation on an inter-dealer  quotation system or has shares held
of record by more than 2,000 stockholders the following provisions shall apply:

     (a) The  Corporation  shall,  in  advance of any  meeting of  stockholders,
appoint one or more  inspectors to act at the meeting and make a written  report
thereof.  The  Corporation  may  designate  one or  more  persons  as  alternate
inspectors  to  replace  any  inspector  who fails to act.  If no  inspector  or
alternate is able to act at a meeting of  stockholders,  the person presiding at
the meeting  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.

     (b) The inspectors shall (i) ascertain the number of shares outstanding and
the voting power of each, (ii) determine the shares represented at a meeting and
the  validity of proxies and  ballots,  (ii) count all votes and  ballots,  (iv)
determine and retain for a reasonable  period a record of the disposition of any

<PAGE> 13

challenges made to any  determination  by the inspectors,  and (v) certify their
determination  of the number of shares  represented  at the  meeting,  and their
count of all votes and  ballots.  The  inspectors  may  appoint or retain  other
persons or entities to assist the inspectors in the performance of the duties of
the inspectors.

     (c) The date and time of the  opening and the closing of the polls for each
matter upon which the stockholders  will vote at a meeting shall be announced at
the meeting. No ballot,  proxies or votes, nor any revocation thereof or changes
thereto,  shall be  accepted  by the  inspectors  after the closing of the polls
unless the Delaware Court of Chancery upon  application  by a stockholder  shall
determine otherwise.

     (d) In  determining  the validity and counting of proxies and ballots,  the
inspectors  shall be limited to an  examination  of the proxies,  any  envelopes
submitted  with those  proxies,  any  information  provided in  accordance  with
ss.212(c)(2) of the General  Corporation  Law of the State of Delaware,  ballots
and the regular books and records of the Corporation, except that the inspectors
may consider other reliable  information  for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers,  their nominees
or  similar  persons  which  represent  more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder  holds
of record. If the inspectors consider other reliable information for the limited
purpose  permitted   herein,   the  inspectors  at  the  time  they  make  their
certification  pursuant to  subsection  (b)(v) of this section shall specify the
precise information considered by them including the person or persons from whom
they obtained the information,  when the information was obtained,  the means by
which the information was obtained and the basis for the inspectors' belief that
such information is accurate and reliable.

         Section 14.       List of Stockholders.
         -----------       ---------------------

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

<PAGE> 14
                                   ARTICLE III

                                    DIRECTORS
                                    ---------
         Section 1.        Powers.
         ----------        -------

     Subject to limitations of the Certificate of Incorporation,  or the bylaws,
and of  the  Delaware  General  Corporation  Law as to  action  which  shall  be
authorized or approved by the  stockholders,  by the outstanding  shares or by a
less than majority vote of a class or series of preferred shares, and subject to
the duties of directors as prescribed by the bylaws,  all corporate powers shall
be exercised by or under the  authority  of, and the business and affairs of the
Corporation  shall be  controlled  by,  the  board of  directors.  The  board of
directors  may elect a Chairman of the Board from among the members of the board
of directors.

         Section 2.        Number of Directors.
         ----------        --------------------

     The number of directors of the Corporation which shall constitute the whole
board of directors  shall be fixed by the by resolution of the board.  Directors
need not be  stockholders.  Each of the directors of the Corporation  shall hold
office until his or her successor  shall have been duly qualified or until he or
she shall resign or shall have been removed in the manner hereinafter provided.

         Section 3.        Election And Term of Office.
         ----------        ----------------------------

     At each annual meeting of stockholders,  directors shall be elected to hold
office until the next annual  meeting.  Each  director,  including  the director
elected  to fill a  vacancy,  shall  hold  office for a term of one (1) year and
until a successor  has been elected and  qualified,  or until his or her earlier
resignation or removal.

     Only persons who are nominated in accordance  with the procedures set forth
in this Section 3 shall be eligible for election as  Directors.  Nominations  of
persons for election to the Board of Directors of the Corporation may be made at
a meeting of stockholders by or at the direction of the Board of Directors or by
any  stockholder  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. 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.  To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal  office of the  Corporation
not less  than  sixty  (60)  days nor more than  ninety  (90) days  prior to the
meeting; provided,  however, that in the event that less than seventy (70) days'

<PAGE> 15

notice or prior public disclosure of the date of the meeting is given or made to
stockholders,  notice by the  stockholder  to be timely must be so received  not
later than the close of business on the tenth  (10th) day  following  the day on
which  such  notice  of the  date of the  meeting  was  mailed  or  such  public
disclosure was made.  Such  stockholder's  notice shall set forth (a) as to each
person whom the stockholder  proposes to nominate for election or re-election as
a Director,  (i) the name, age,  business address and residence  address of such
person,  (ii) the principal  occupation or employment of such person;  (iii) the
class and number of shares of the Corporation  which are  beneficially  owned by
such  person and (iv) any other  information  relating  to such  person  that is
required to be disclosed in  solicitations of proxies for election of Directors,
or is otherwise  required,  in each case  pursuant to  Regulation  14A under the
Securities  Exchange Act of 1934, as amended  (including without limitation such
persons'  written consent to being named in the proxy statement as a nominee and
to serving as a Director if elected);  and (b) as to the stockholder  giving the
notice (i) the name and address,  as they appear on the Corporation's  books, of
such  stockholder  and (ii) the  class and  number of shares of the  Corporation
which are beneficially owned by such stockholder. At the request of the Board of
Directors  any person  nominated  by the Board of  Directors  for  election as a
Director  shall furnish to the  Secretary of the  Corporation  that  information
required to be set forth in a stockholder's  notice of nomination which pertains
to the  nominee.  No person  shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3. The Chairman of the meeting shall,  if the facts  warrant,  determine
and declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by the Bylaws, and if he or she should so determine, he or
she shall so  declare  to the  meeting  and the  defective  nomination  shall be
disregarded.

         Section 4.        Vacancies.
         ----------        ----------

     Vacancies  in the board of  directors  may be filled by a  majority  of the
remaining directors, though less than a quorum, or by a sole remaining director.
Each director so elected  shall hold office until the next annual  meeting and a
successor  has been  elected and  qualified,  or until he or she shall resign or
shall have been removed in the manner hereinafter provided.

     A vacancy or vacancies  in the board of directors  shall be deemed to exist
in  case  of  the  death,  resignation  or  removal  of any  director  or if the
authorized number of directors be increased or if the stockholders  fail, at any
annual or special meeting of stockholders at which any director or directors are
elected,  to elect the full  authorized  number of  directors to be voted for at
that meeting.

         The stockholders may elect a director or directors at any time to fill

<PAGE> 16

any vacancy or vacancies not filled by the directors.  If the board of directors
accepts the resignation of a director  tendered to take effect at a future time,
the board or the stockholders  shall have the power to elect a successor to take
office when the resignation is to become effective.

     No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his or her term of office.

         Section 5.        Removal of Directors.
         ----------        ---------------------

     Any  director or the entire  board of  directors  may be  removed,  with or
without cause,  by the holders of a majority of the shares then entitled to vote
at an election of directors, except as follows:

     (1) Unless the Certificate of Incorporation otherwise provides, in the case
of a Corporation  whose board is classified as provided in the Delaware  General
Corporation Law, stockholders may effect such removal only for cause; or

     (2) In the case of a Corporation having cumulative voting, if less than the
entire board is to be removed,  no director may be removed  without cause if the
votes  cast  against  his  removal  would be  sufficient  to  elect  him if then
cumulatively voted at an election of the entire board of directors,  or if there
be classes of directors, at an election of the class of directors of which he or
she is a part.

     Whenever  the  holders of any class or series are  entitled to elect one or
more directors by the Certificate of Incorporation,  this subsection shall apply
in respect to the removal  without  cause of a director or directors so elected,
to the vote of the holders of the outstanding shares of that class or series and
not to the vote of the outstanding shares as a whole.

         Section 6.        Resignation of Director.
         ----------        ------------------------

     Any  director  may  resign  effective  upon  giving  written  notice to the
Corporation  (to a board  member or to every  board  member),  unless the notice
specifies  a later  time  for the  effectiveness  of  such  resignation.  If the
resignation  is effective  at a future date, a successor  may be elected to take
office when the resignation becomes effective.

         Section 7.        Place of Meeting.
         ----------        -----------------

     Regular  meetings  of the  board of  directors  shall be held at any  place
within or outside the State of Delaware which has been  designated  from time to
time by  resolution  of the board or by written  consent  of all  members of the

<PAGE> 17

board. In the absence of such designation, regular meetings shall be held at the
principal office of the  Corporation.  Special meetings of the board may be held
either at a place so designated or at the principal office. Members of the board
may  participate in a meeting  through use of a conference  telephone or similar
communication  equipment,  so long as all members  participating in such meeting
can hear one another sufficiently to participate.  Participation in a meeting by
means of the  above-described  procedure shall constitute  presence in person at
such meeting.

         Section 8.        Annual Meeting.
         ----------        ---------------

     Immediately  following  each annual meeting of  stockholders,  the board of
directors shall hold a regular meeting for the purpose of organization, election
of officers and the  transaction  of other  business.  Notice of such meeting is
hereby dispensed with.

         Section 9.        Special Meetings.
         ----------        -----------------

     Special  meetings of the board of directors for any purpose or purposes may
be called at any time by the  Chairman of the Board or the  President or any two
directors.

     Written  notice of the date,  time and place of special  meetings  shall be
delivered  personally to each  director or sent to each director by  first-class
mail, by facsimile or by other form of written  communication,  charges prepaid,
addressed  to him or her at his or her address as it appears upon the records of
the  Corporation or, if it is not so shown or is not readily  ascertainable,  at
the place in which the meetings of directors are regularly held. The notice need
not state the purpose of the meeting. In case such notice is mailed, it shall be
deposited in the United States mail in the place in which the  principal  office
of the  Corporation  is  located at least five (5) days prior to the time of the
meeting. In case such notice is delivered  personally,  transmitted by facsimile
or other electronic means it shall be so delivered or electronically transmitted
at least forty-eight (48) hours prior to the time of the meeting.  Such mailing,
delivery, or transmitting,  as above provided,  shall be due, legal and personal
notice to such director.

         Section 10.       Adjournment.
         -----------       ------------

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

         Section 11.       Notice of Adjournment.
         -----------       ----------------------

         If a meeting is adjourned for more than twenty-four (24) hours, notice
of any adjournment to another time or place shall be given prior to the time of

<PAGE> 18

the  adjourned  meeting to the  directors,  who were not  present at the time of
adjournment.

         Section 12.       Waiver of Notice.
         -----------       -----------------

     The  transactions at any meeting of the board of directors,  however called
and noticed, or wherever held, shall be as valid as though such transactions had
occurred at a meeting duly held after  regular  call and notice,  if a quorum be
present and if,  either  before or after the meeting,  each of the directors not
present signs a written waiver of notice of or consent to holding the meeting or
an approval of the minutes  thereof.  All such  waivers,  consents or  approvals
shall be filed with the  corporate  records or made a part of the minutes of the
meeting.  The waiver of notice  need not state the purpose for which the meeting
is or was held.

         Section 13.       Quorum And Voting.
         -----------       ------------------

     A majority of the  authorized  number of  directors  shall be  necessary to
constitute  a quorum  for the  transaction  of  business,  except to  adjourn as
hereinabove  provided.  Every act or decision  done or made by a majority of the
directors at a meeting duly held at which a quorum is present  shall be regarded
as an act of the board of directors  unless a greater  number be required by law
or by the Certificate of Incorporation.  However, a meeting at which a quorum is
initially  present  may  continue  to  transact  business   notwithstanding  the
withdrawal of directors,  if any action taken is approved by at least a majority
of the required quorum for such meeting.

         Section 14.       Fees And Compensation.
         -----------       ----------------------

     Directors  shall not  receive  any  stated  salary  for their  services  as
directors,  but,  by  resolution  of the  board,  a fixed  fee,  with or without
expenses  of  attendance,  may be allowed to  directors  not  receiving  monthly
compensation  for attendance at each meeting.  Nothing herein contained shall be
construed  to preclude any director  from serving the  Corporation  in any other
capacity,  as  an  officer,   agent,  employee  or  otherwise,   from  receiving
compensation therefor.

         Section 15.       Action Without Meeting.
         -----------       -----------------------

     Any action  required  or  permitted  to be taken by the board of  directors
under the Delaware General Corporation Law may be taken without a meeting if all
members of the board  individually  or  collectively  consent in writing to such
action. Such consent or consents shall be filed with the minutes of the meetings
of the board.

<PAGE> 19

         Section 16.       Committees of Directors.
         -----------       ------------------------

     The board  may,  by  resolution  passed by a majority  of the whole  board,
designate one or more  committees,  each committee to consist of one (1) or more
of the directors of the Corporation.  Any such committee, to the extent provided
in the  resolution  of the board and except as otherwise  limited by law,  shall
have  and  may  exercise  all the  powers  and  authority  of the  board  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. Any
such committee shall keep written minutes of its meetings and report the same to
the  board  at the  next  regular  meeting  of the  board.  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 to act at the  meeting  in the place of any such  absent  or  disqualified
member.

                                   ARTICLE IV

                                    OFFICERS
                                    --------

         Section 1.        Officers.
         ----------        ---------

     The officers of the  Corporation  shall be chosen by the board of directors
and shall be a Chief Executive  Officer and/or a President,  and a Secretary and
Chief Financial  Officer  (Treasurer).  The board of directors may also choose a
Chairman of the Board, a Chief Operating Officer,  one or more  Vice-Presidents,
one or more Executive Vice Presidents and one or more Assistant  Secretaries and
Assistant  Treasurers and such other officers with such titles and duties as may
be appointed in accordance with the provisions of Section 3 of this Article. Any
number of offices may be held by the same person.

         Section 2.        Election.
         ----------        ---------

     The officers of the  Corporation,  except such officers as may be appointed
in  accordance  with the  provisions  of Section 3 or Section 5 of this Article,
shall be chosen  annually by the board of directors,  and each shall hold his or
her  office  until he or she  shall  resign  or shall be  removed  or  otherwise
disqualified to serve or a successor shall be elected and qualified.

         Section 3.        Subordinate Officers.
         ----------        ---------------------

     The board of directors  may appoint such other  officers as the business of
the  Corporation  may  require,  each of whom shall hold office for such period,

<PAGE> 20

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.

         Section 4.        Removal And Resignation.
         ----------        ------------------------

     Any officer may be removed,  either with or without cause, by a majority of
the  directors at the time in office,  at any regular or special  meeting of the
board, or, except in the 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 board of
directors or to the Chief  Executive  Officer,  President or to the Secretary of
the  Corporation.  Any such  resignation  shall  take  effect at the date of the
receipt  of such  notice  or any  later  time  specified  therein;  and,  unless
otherwise  specified  therein,  the acceptance of such resignation  shall not be
necessary to make it effective.

         Section 5.        Vacancies.
         ----------        ----------

     A  vacancy  in  any  office   because  of  death,   resignation,   removal,
disqualification  or any other cause shall be filled in the manner prescribed in
the bylaws for regular appointments to such office.

         Section 6.        Chairman of The Board.
         ----------        ----------------------

     The  Chairman of the Board,  if there shall be such an officer,  shall,  if
present,  preside at all meetings of the board of directors and stockholders and
exercise  and perform all such other  powers and duties as may from time to time
be assigned to him by the board of directors or prescribed by the bylaws.

         Section 7.        Chief Executive Officer.
         ----------        ------------------------

     The Chief Executive  Officer,  if there shall be such an officer,  shall be
the chief  executive of the  Corporation,  shall  preside at all meetings of the
stockholders  and the board of  directors  in the  absence of a Chairman  of the
Board,  and shall have  general  and active  management  of the  business of the
Corporation  and  shall  see that all  orders  and  resolutions  of the board of
directors  are carried into effect.  The Chief  Executive  Officer shall execute
bonds,  mortgages and other  contracts  requiring a seal,  under the seal of the
Corporation, except when 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.

<PAGE> 21

         Section 8.        President.
         ----------        ----------

     In the event a Chief Executive Officer is not elected, or in the event that
the Chief Executive  Officer elected by the board of directors is unable to act,
or refuses to act,  the  President,  if there  shall be such an  officer,  shall
perform the duties of the Chief  Executive  Officer,  and when so acting,  shall
have all the powers of, and be subject to all the  restrictions  upon, the Chief
Executive  Officer.  The President shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

         Section 9.        Vice Presidents.
         ----------        ----------------

     In the  absence or  disability  of the  President  and the Chief  Executive
Officer,  the Executive Vice President or Vice Presidents in order of their rank
as fixed by the  board of  directors  or,  if not  ranked,  the  Executive  Vice
President  shall  perform all the duties of the  President  and, when so acting,
shall have all the powers of and be  subject  to all the  restrictions  upon the
President and Chief Executive Officer. Each Vice President shall have such other
powers  and  shall  perform  such  other  duties  as from  time  to time  may be
prescribed  for him or her by the  board of  directors  or the  bylaws,  and the
President or the Chief Executive Officer.

         Section 10.       Secretary.
         -----------       ----------

     The Secretary  shall keep, or cause to be kept, at the principal  office of
the Corporation, or such other place as the board of directors may order, a book
of minutes of all  meetings of  directors  and  stockholders,  with the time and
place of holding,  whether  regular or special and, if special,  how authorized,
the notice thereof given, the names of those present at directors' meetings, the
number of  shares  present  or  represented  at  stockholders'  meeting  and the
proceedings thereof.

     The Secretary  shall keep, or cause to be kept, at the principal  office or
at the  office  of the  Corporation's  transfer  agent,  a share  register  or a
duplicate  share  register  showing  the  names of the  stockholders  and  their
addresses,  the number and  classes of shares  held by each,  the number and the
date  of  certificates  issued  for  the  same,  and  the  number  and  date  of
cancellation of every certificate surrendered for cancellation.

     The Secretary shall give, or cause to be given,  notice of all the meetings
of the stockholders  and of the board of directors  required by the bylaws or by
law to be given,  shall keep the seal of the  Corporation  in safe  custody  and
shall have such other powers and shall perform such other duties as from time to
time may be prescribed by the board of directors,  the bylaws,  or the President
or Chief Executive Officer.

<PAGE> 22

         Section 11.       Assistant Secretaries.
         -----------       ----------------------

     In the absence or disability of the Secretary, the Assistant secretaries in
order of their rank as fixed by the board of  directors  or, if not ranked,  the
Assistant  Secretary  designated by the board of directors shall perform all the
duties of the Secretary and, when so acting, shall have all the powers of and be
subject to all the  restrictions  upon the Secretary.  Each Assistant  Secretary
shall have such other powers and shall perform such other duties as from time to
time may be prescribed by the board of directors or the bylaws.

         Section 12.       Chief Financial Officer (Treasurer).
         -----------       ------------------------------------

     The Chief  Financial  Officer shall be the Treasurer.  The Treasurer  shall
keep and  maintain,  or cause to be kept and  maintained,  adequate  and correct
accounts  of the  properties  and  business  transactions  of  the  Corporation,
including accounts of its assets, liabilities,  receipts, disbursements,  gains,
losses, capital, surplus and shares.

     The Treasurer  shall deposit all moneys and other valuables in the name and
to the credit of the Corporation with such  depositories as may be designated by
the board of directors.  He shall be responsible for the proper  disbursement of
the funds of the  Corporation as may be ordered by the board of directors or the
President or Chief Executive  Officer and shall render to the President or board
of directors, whenever they request it, an account of all of his transactions as
Treasurer and of the financial condition of the Corporation. The Treasurer shall
prepare a proper annual  budget of income and expenses for each  calendar  year,
revised  quarterly,  for approval of or revision by the board of  directors  and
shall be responsible for the handling of finances in connection therewith. He or
she shall have such other  powers and shall  perform such other duties as may be
prescribed  by the  board of  directors  and the  President  or Chief  Executive
Officer. He or she shall see that all officers signing checks are bonded in such
amounts as may be fixed from time to time by the board of directors.

         Section 13.       Assistant Financial Officers.
         -----------       -----------------------------

     In the absence of or disability of the Treasurer,  the assistant  financial
officers  in order of their  rank or, if not  ranked,  the  assistant  financial
officer designated by the board of directors shall perform all the duties of the
Treasurer  and,  when so acting,  shall have the powers of and be subject to all
the restrictions upon the Treasurer. Each assistant financial officer shall have
such other  powers  and  perform  such other  duties as from time to time may be
prescribed  for him or her by the  board  of  directors  or the  bylaws  and the
President or Chief Executive Officer.

<PAGE> 23

         Section 14.       Salaries.
         -----------       ---------

     Salaries of officers  and other  stockholders  employed by the  Corporation
shall be fixed  periodically  by the board of  directors  or  established  under
agreement with the officers or stockholders  approved by the board of directors.
No officer shall be prevented  from  receiving  this salary because he or she is
also a director of the Corporation.

                                    ARTICLE V

                                 SHARES OF STOCK
                                 ---------------

         Section 1.        Share Certificates.
         ----------        -------------------

     The certificates of shares of the capital stock of the Corporation shall be
in such form consistent with the articles of  incorporation  and the laws of the
State of Delaware as shall be approved by the board of directors.  A certificate
or  certificates  for shares of the capital  stock of the  Corporation  shall be
issued to each  stockholder  when any of these  shares are fully  paid,  and the
board of  directors  may  authorize  the issuance of  certificates  or shares as
partly  paid  provided  that these  certificates  shall  state the amount of the
consideration  to be paid for them and the amount  paid.  All such  certificates
shall  be  signed  by the  Chairman  of the  Board  or the  President  or a Vice
President,  and  by the  Treasurer  or an  assistant  financial  officer  or the
Secretary or any Assistant  Secretary,  certifying  the number of shares and the
class or series of shares owned by the stockholder. Any or all of the signatures
on the certificate may be by facsimile.  In case any officer,  transfer agent or
registrar,  who has signed or who a  facsimile  signature  has been  placed on 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 or she were such officer,  transfer  agent, or registrar at
the date of issuance.

         Section 2.        Transfer of Shares.
         ----------        -------------------

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

<PAGE> 24

         Section 3.        Lost or Destroyed Certificate.
         ----------        ------------------------------

     The  holder of any  shares of stock of the  Corporation  shall  immediately
notify the Corporation of any loss or destruction of the  certificate  therefor,
and the  Corporation may issue a new certificate in the place of any certificate
theretofore  issued by it alleged to have been lost or destroyed,  upon approval
of the board of directors.  The board may, in its discretion,  as a condition to
authorizing the issue of such new certificate,  require the owner of the lost or
destroyed  certificate,  or his or  her  legal  representative,  to  make  proof
satisfactory to the board of directors of the loss or destruction thereof and to
give the  Corporation  a bond or other  security,  in such  amount and with such
surety or sureties as the board of directors may determine, as indemnity against
any claim  that may be made  against  the  Corporation  on  account  of any such
certificate so alleged to have been lost or destroyed.

                                   ARTICLE VI

                                 INDEMNIFICATION
                                 ---------------

         Section 1.        Indemnity of Officers, Directors, Employees
         ----------        --------------------------------------------
                           And Other Agents.
                           -----------------

     The Corporation  shall  indemnify and hold harmless,  to the fullest extent
permitted by applicable law as it presently  exists or may hereafter be amended,
any  person  who  was or is  made or is  threatened  to be  made a  party  or is
otherwise involved in any action, suit or proceeding,  whether civil,  criminal,
administrative  or  investigative (a "Proceeding") by reason of the fact that he
or she or a person for whom he or she is the legal  representative,  is or was a
director  or officer of the  Corporation  or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation
or of a  partnership,  joint  venture,  trust,  enterprise or nonprofit  entity,
including service with respect to employee benefit plans,  against all liability
and loss suffered and expenses  (including  attorneys' fees) reasonably incurred
by such  person.  The  Corporation  shall be required  to  indemnify a person in
connection with a Proceeding (or part thereof) initiated by such person only, if
the proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.  For  purposes  of this  Article,  an  "agent"  of the  Corporation
includes any person who is or was a director,  officer,  employee or other agent
of the Corporation;  or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise;  or was a director,  officer,  employee or
agent of a corporation which was a predecessor corporation of the Corporation or
of another enterprise at the request of such predecessor corporation.

<PAGE> 25

         Section 2.        Insurance.
         ----------        ----------

     Upon  resolution  passed by the board,  the  Corporation  may  purchase and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint  venture,  trust or other  enterprise  or as a member of any
committee  or similar  body  against  any  liability  asserted  against  him and
incurred by him or her in any such capacity, or arising out of his or her status
as such,  whether or not the  Corporation  would have the power to indemnify him
against such liability under the provisions of this Article or applicable law.

         Section 3.        Non-exclusivity.
         ----------        ----------------

     The right of indemnity and  advancement of expenses  provided  herein shall
not be  deemed  exclusive  of any  other  rights  to which  any  person  seeking
indemnification  or advancement of expenses from the Corporation may be entitled
under any bylaw,  agreement,  vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office. Any agreement for indemnification of
or  advancement of expenses to any director,  officer,  employee or other person
may provide  rights of  indemnification  or  advancement  of expenses  which are
broader or otherwise different from those set forth herein.

                                   ARTICLE VII

                               RECORDS AND REPORTS
                               -------------------

         Section 1.        Maintenance and Stockholder Inspection of
         ----------        -----------------------------------------
                           Corporate and Stockholder Records.
                           ---------------------------------

     The  accounting  books  and  records  and  minutes  of  proceedings  of the
stockholders  and the board of directors  and any committee or committees of the
board of directors shall be kept at such place or places designated by the board
of directors, or, in the absence of such designation, at the principal executive
office of the  Corporation.  The minutes shall be kept in written form,  and the
accounting  books and  records  shall be kept  either in written  form or in any
other form capable of being converted into written form. The Corporation's stock
ledger,  a list of its  stockholders,  and its other books and records  shall be
open to inspection  and to make copies or extracts  therefrom,  upon the written
demand of any  stockholder  of record or holder of a voting  trust  certificate,
under oath  stating  the purpose  thereof at any  reasonable  time during  usual
business hours.  The inspection may be made in person or by an agent or attorney

<PAGE> 26

and shall include the right to copy and make extracts. If the inspection is made
by an agent or attorney,  the demand under oath shall be  accompanied by a power
of attorney or such other writing which  authorizes  the attorney or other agent
to so act on  behalf  of the  stockholder  at its  principal  office.  Where the
stockholder seeks to inspect the Corporation's  books and records other than its
stock ledger or list of  stockholders,  he or she shall first establish that (1)
he or she has  complied  with this  section  respecting  the form and  manner of
making demand for inspection of such  documents,  and (2) that the inspection he
or she seeks is for a proper purpose. The demand under oath shall be directed to
the  Corporation at its registered  office in Delaware or at its principal place
of business.

         Section 2.        Inspection by Directors.
         ----------        ------------------------

     Any director shall have the right to examine  during usual business  hours,
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.

                                  ARTICLE VIII

                               GENERAL PROVISIONS
                               ------------------

         Section 1.        Dividends.
         ----------        ----------

     Dividends  upon  the  capital  stock  of the  Corporation,  subject  to the
provisions of the certificate of  incorporation,  if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property,  or in shares of the capital stock, subject to
the provisions of the Certificate of Incorporation.

         Section 2.        Reserves.
         ----------        ---------

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

<PAGE> 27

         Section 3.        Annual Statement.
         ----------        -----------------

     The board of directors  shall  present at each annual  meeting,  and at any
special meeting of the stockholders when called for by vote of the stockholders,
an oral or written update of the business and condition of the Corporation.

                                   ARTICLE IX

                                  MISCELLANEOUS
                                  -------------

         Section 1.        Fiscal Year.
         ----------        ------------

     The fiscal year of the Corporation shall be determined by resolution of the
Board of Directors.

         Section 2.        Seal.
         ----------        -----

     The corporate seal shall have the name of the Corporation inscribed thereon
and shall be in such form as may be  approved  from time to time by the Board of
Directors.

         Section 3.        Interested Directors; Quorum.
         ----------        -----------------------------

     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 officers 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 his or her or their votes are counted for such purposes,  if: (1)
the  material  facts as to his or her  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 (2) the material facts as to his or her relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon,  and as to the contract or transaction is specifically
approved  in good  faith by vote of the  stockholders;  or (3) 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.  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.

<PAGE> 28

         Section 4.        Checks, Drafts, Etc.
         ----------        --------------------

     All checks,  drafts or other  orders for  payment of money,  notes or other
evidences of indebtedness,  issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as from
time to time shall be determined by resolution of the board of directors.

         Section 5.        Contracts, Etc., How Executed.
         ----------        ------------------------------

     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;
and,  unless so  authorized  by the board of  directors,  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 to render it liable  for any
purpose or to any amount.

         Section 6.        Representation of Shares of Other Corporations.
         ----------        -----------------------------------------------

     The President or Chief Executive Officer or, in the event of his absence or
inability to serve, any Vice President and the Secretary or Assistant  Secretary
of this Corporation are authorized to vote, represent and exercise, on behalf of
this  Corporation,  all  rights  incidental  to any and all  shares of any other
corporation  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  may be
exercised either by such officers in person or by any person authorized to do so
by proxy or power of attorney duly executed by said officers.

                                    ARTICLE X

                              AMENDMENTS OF BYLAWS
                              --------------------

         Section 1.        Amendment by Stockholders.
         ----------        --------------------------

     New bylaws may be adopted or these bylaws may be amended or repealed by the
vote or written consent of the  stockholders  entitled to exercise a majority of
the voting  power of the  Corporation,  except as  otherwise  provided  by these
bylaws or the certificate of incorporation.

<PAGE> 29

         Section 2.        Amendment by Directors.
         ----------        -----------------------

     Subject to the rights of the  stockholders as provided in Section 1 of this
Article X, bylaws may be adopted, amended, or repealed by the board of directors
if  such  power  is  conferred   upon  the  directors  in  the   Certificate  of
Incorporation.


<PAGE> 30



                       CERTIFICATE OF ADOPTION OF BYLAWS


         I, Alan Lefko, hereby certify that:

     1.   I am the  Secretary of  International  DisplayWorks,  Inc., a Delaware
          corporation (the "Corporation"); and

     2.   The foregoing  Amended and Restated  Bylaws,  consisting of Twenty-Two
          (22)  pages,  are a  true  and  correct  copy  of  the  Bylaws  of the
          Corporation  as duly  adopted by approval of the Board of Directors of
          the  Corporation by Unanimous  Written  Consent dated as of August 10,
          2001.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this day of _______, 2001. --------




                                   Alan Lefko
,
                                   Secretary