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                                                                     EXHIBIT 3.2



                                     BYLAWS
                                       OF
                        LEGACY SOFTWARE ACQUISITION, INC.
                             a Delaware Corporation

                                December 15, 1995



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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>                                                                           <C>
ARTICLE 1 -  Offices                                                           1
        1.1  Registered Office                                                 1
        1.2  Other Offices                                                     1

ARTICLE 2 -  Stockholders                                                      1
        2.1  Place of Meetings                                                 1
        2.2  Annual Meetings                                                   1
        2.3  Special Meetings                                                  1
        2.4  Notice of Meetings                                                1
        2.5  Voting List                                                       1
        2.6  Quorum                                                            2
        2.7  Adjournments                                                      2
        2.8  Voting and Proxies                                                2
        2.9  Action at Meeting                                                 2
        2.10 Action Without Meeting                                            2

ARTICLE 3 -  Directors                                                         3
        3.1  General Powers                                                    3
        3.2  Number; Election; Tenure and Qualifications                       3
        3.3  Enlargement of the Board                                          3
        3.4  Vacancies                                                         3
        3.5  Resignation                                                       3
        3.6  Removal                                                           3
        3.7  Regular Meetings                                                  4
        3.8  Special Meetings                                                  4
        3.9  Notice of Special Meetings                                        4
        3.10 Meetings by Telephone Conference Calls                            4
        3.11 Quorum                                                            4
        3.12 Action at Meeting                                                 4
        3.13 Action by Consent                                                 4
        3.14 Committees                                                        4
        3.15 Compensation of Directors                                         5

ARTICLE 4 -  Officers                                                          5
        4.1  Enumeration                                                       5
        4.2  Election                                                          5
        4.3  Qualification                                                     5
        4.4  Tenure                                                            5
        4.5  Registration and Removal                                          5
        4.6  Vacancies                                                         6
        4.7  Chairman of the Board and Vice Chairman of the Board              6
        4.8  President                                                         6
        4.9  Vice Presidents                                                   6
</TABLE>


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<TABLE>
                                                                              Page
                                                                              ----
<S>                                                                           <C>
        4.10 Secretary and Assistant Secretaries                               6
        4.11 Chief Financial Officer and Assistant Treasurers                  7
        4.12 Bonded Officers                                                   7
        4.13 Salaries                                                          7

ARTICLE 5 -  Capital Stock                                                     8
        5.1  Issuance of Stock                                                 8
        5.2  Certificates of Stock                                             8
        5.3  Transfers                                                         8
        5.4  Los, Stolen or Destroyed Certificates                             8
        5.5  Record Date                                                       8

ARTICLE 6 -  Indemnification                                                   9

ATRICLE 7 -  General Provisions                                               10
        7.1  Fiscal Year                                                      10
        7.2  Corporate Seal                                                   10
        7.3  Execution of Instruments                                         10
        7.4  Waiver of Notice                                                 10
        7.5  Voting of Securities                                             11
        7.6  Evidence of Authority                                            11
        7.7  Certificate of Incorporation                                     11
        7.8  Transactions with Interested Parties                             11
        7.9  Severability                                                     12
        7.10 Pronouns                                                         12

ARTICLE 8 -  Amendments                                                       12
        8.1  By the Board of Directors                                        12
        8.2  By the Stockholders                                              12
</TABLE>



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                                     BYLAWS
                                       OF
                        LEGACY SOFTWARE ACQUISITION, INC.
                             a Delaware corporation


                               ARTICLE 1 - Offices

                  1.1 Registered Office. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.

                  1.2 Other Offices. The corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                            ARTICLE 2 - Stockholders

                  2.1 Place of Meetings. All meetings of stockholders shall be
held at such place within or without the State of Delaware as may be designed
from time to time by the Board of Directors or the President, or if not so
designated, at the registered office of the corporation.

                  2.2 Annual Meetings. The annual meeting of stockholders for
the election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held each year at such date and
time as shall be designated from time to time by the Board of Directors and
stated in the notice of meeting.

                  2.3 Special Meetings. Special meetings of stockholders may be
called at any time, for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, by the President, the Board of
Directors, or holders of at least 10% of the corporation's common stock.
Business transacted at any special meeting of stockholders shall be limited to
matters relating to the purpose or purposes stated in the notice of meeting.

                  2.4 Notice of Meetings. Except as otherwise provided by law,
written notice of each meeting of stockholders, whether annual or special, shall
be given not less than 10 nor more than 60 days before the date of the meeting
to each stockholder entitled to vote at such meeting. The notices of all
meetings shall state the place, date and hour of the meeting. The notice of a
special meeting shall state, in addition, the purpose or purposes for which the
meeting is called. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the corporation.


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                  2.5 Voting List. The officer who has charge of the stock
ledger of the corporation shall prepare, at least 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 share 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
10 days prior to the meeting, at a place within the city 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 of the meeting, and may be inspected by any
stockholder who is present.

                  2.6 Quorum. Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, the holders of a majority of the
shares of the capital stock of the corporation issued and outstanding and
entitled to vote at the meeting, present in person or represented by proxy,
shall constitute a quorum for the transaction of business.

                  2.7 Adjournments. Any meeting of stockholders may be adjourned
to another time and to any other place at which a meeting of stockholders may be
held under these Bylaws by the stockholders present or represented at the
meeting and entitled to vote, although less than a quorum, or, if no stockholder
is present, by any officer entitled to vote, although less than a quorum, or, if
no stockholder is present, by any officer entitled to preside at or to act as
Secretary of such meeting. It shall not be necessary to notify any stockholder
of any adjournment of less than 30 days if the time and place of the adjourned
meeting are announced at the meeting at which adjournment is taken, unless after
the adjournment a new record date is fixed for the adjourned meeting. At the
adjourned meeting, the corporation may transact any business which might have
been transacted at the original meeting.

                  2.8 Voting and Proxies. Each stockholder shall have one vote
for each share of stock entitled to vote held of record by such stockholder and
a proportionate vote for each fractional share so held, unless otherwise
provided in the Certificate of Incorporation. Each stockholder of record
entitled to vote at a meeting of stockholders, or to express consent or dissent
to corporate action in writing without a meeting, may vote or express such
consent or dissent in person or may authorize another person or persons to vote
or act for him by written proxy executed by the stockholder or his authorized
agent and delivered to the Secretary of the corporation. No such proxy shall be
voted or acted upon after three years from the date of its execution, unless the
proxy expressly provides for longer period.

                  2.9 Action at Meeting. When a quorum is present at any
meeting, the holders of a majority of the stock present or represented and
entitled to vote on the subject matter (or if there are two or more classes of
stock entitled to vote as separate classes, then in the case of each such class,
the holders of a majority of the stock of that class present or represented and
entitled to vote on the subject matter) shall decide any matter to be voted upon
by the stockholders at such meeting, except when a different vote


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is required by express provision of law, the Certificate of Incorporation or
these Bylaws. Any election of directors by stockholders shall be determined by a
plurality of the votes cast by the stockholders entitled to vote at the
election.

                  2.10 Action without Meeting. Any action required or permitted
to be taken at any annual or special meeting of stockholders of the corporation
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is 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 on such action were present and voted. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

                              ARTICLE 3 - Directors

                  3.1 General Powers. The business and affairs of the
corporation shall be managed or under the direction of a Board of Directors, who
may exercise all of the powers of the corporation except as otherwise provided
by law, the Certificate of Incorporation or these Bylaws. In the event of a
vacancy in the Board of Directors, the remaining directors, except otherwise
provided by law, may exercise the powers of the full Board until the vacancy is
filled.

                  3.2 Number; Election; Tenure and Qualification. The number of
directors which shall constitute the whole Board shall be determined by
resolution of the Board of Directors. Each director shall be elected by the
stockholders at the annual meeting and shall hold office until the next annual
meting and until his successor is elected and qualified, or until his earlier
death, resignation or removal. Directors need not be stockholders of the
corporation.

                  3.3 Enlargement of the Board. The number of the Board of
Directors may be increased at any time by vote of a majority of the directors
when in office.

                  3.4 Vacancies. Unless and until filled by the stockholders,
any vacancy in the Board of Directors, however occurring, including a vacancy
resulting from an enlargement of the Board, may be filled by vote of a majority
of the directors then in office, although less than a quorum, or by a sole
remaining director. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office, or a director chosen to fill a
position resulting from an increase in the number of directors shall hold office
until the next annual meeting of stockholders and until his successor is elected
and qualified, or until his earlier death, resignation or removal.

                  3.5 Resignation. Any director may resign by delivering his
written resignation to the corporation at its principal office or to the
President or Secretary. Such


<PAGE>   7

resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

                  3.6. Removal. 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.

                  3.7 Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place, within or without
the State of Delaware, as shall be determined from time to time by the Board of
Directors; provided that any director who is absent when such a determination is
made shall be given notice of the determination. A regular meeting of the Board
of Directors may be held without notice immediately after and at the same place
as the annual meeting of stockholders.

                  3.8 Special Meetings. Special meetings of the Board of
Directors may be held at any time and place, within or without the State of
Delaware, designated in a call by the Chairman of the Board, President, two or
more directors, or by one director in the event that there is only a single
director in office.

                  3.9 Notice of Special Meetings. Notice of any special meeting
of directors shall be given to each director by the Secretary or by the officer
or one of the directors calling the meeting. Notice shall be given to each
director in person, by telephone, by facsimile transmission or by telegram sent
to his business or home address at least 48 hours in advance of the meeting, or
by written notice mailed to his business or home address at least 72 hours in
advance of the meeting. A notice or waiver of notice of a meeting of the Board
of Directors need not specify the purposes of the meeting.

                  3.10 Meetings by Telephone Conference Calls. Directors or any
members of any committee designated by the directors may participate in a
meeting of the Board of Directors or such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation by such
means shall constitute presence in person at such meeting.

                  3.11 Quorum. A majority of the number of directors fixed
pursuant to Section 2.2 shall constitute a quorum at all meetings of the Board
of Directors. In the event one or more of the directors shall be disqualified to
vote at any meeting, then the required quorum shall be reduced by one for each
such director so disqualified; provided, however, that in no case shall less
than one-third (1/3) of the number so fixed constitute a quorum. In the absence
of a quorum at any such meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice other than announcement at
the meeting, until a quorum shall be present.

                  3.12 Action at Meeting. At any meeting of the Board of
Directors at which a quorum is present, the vote of a majority of those present
shall be sufficient to


<PAGE>   8

take any action, unless a different vote is specified by law, the Certificate of
Incorporation or these Bylaws.

                  3.13 Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee of the Board
of Directors may be taken without a meeting, if all member of the Board or
committee, as the case may be, consent to the action in writing, and the written
consents are filed with the minutes of proceedings of the Board or committee.

                  3.14 Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member of members of the committee present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board of Directors and subject to the
provisions of the General Corporation Law of the State of Delaware, shall have
and may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which may require it. Each
such committee shall keep minutes and make such reports as the Board of
Directors may from time to time request. Except as the Board of Directors may
otherwise determine, any committee may make rules for the conduct of its
business, but unless otherwise provided by the directors or in such rules, its
business shall be conducted as nearly as possible in the same manner as is
provided in these Bylaws for the Board of Directors.

                  3.15 Compensation of Directors. Directors may be paid such
compensation for their services and such reimbursement for expenses of
attendance at meetings at the Board of Directors may from time to time
determine. No such payment shall preclude any director from serving the
corporation or any of its parent or subsidiary corporations in any other
capacity and receiving compensation for such service.

                              ARTICLE 4 - Officers

                  4.1 Enumeration. The officers of the corporation shall consist
of a President, a Secretary, a Chief Financial Officer and such other officers
with such other titles as the Board of Directors shall determine, including a
Chairman of the Board, a Vice Chairman of the Board, and one or more Vice
Presidents, Assistant Treasurers, and Assistant Secretaries. The Board of
Directors may appoint such other officers as it may deem appropriate.


<PAGE>   9

                  4.2 Election. The President, Chief Financial Officer and
Secretary shall be elected by the Board of Directors at its first meeting
following the annual meeting of stockholders. Other officers may be appointed by
the Board of Directors at such meeting or at any other meeting.

                  4.3 Qualification. The President need not be a director. No
officer need be a stockholder. Any two or more offices may be held by the same
person.

                  4.4 Tenure. Except as otherwise provided by law, by the
Certificate of Incorporation or by these Bylaws, each officer shall hold office
until his successor is elected and qualified, unless a different term is
specified in the vote choosing or appoint him, or until his earlier death,
resignation or removal.

                  4.5 Resignation and Removal. Any officer may resign by
delivering his written resignation to the corporation at its principal office or
to the President or Secretary.

                  4.6 Vacancies. The Board of Directors may fill any vacancy
occurring in any office for any reason and may, in its discretion, lease
unfilled for such period as it may determine any offices other than those of
President, Chief Financial Officer and Secretary. Each such successor shall hold
office for the unexpired term of his predecessor and until his successor is
elected and qualified, or until his earlier death, resignation or removal.

                  4.7 Chairman of the Board and Vice Chairman of the Board. If
the Board of Directors appoints a Chairman of the Board, he shall, when present,
preside at all meetings of the Board of Directors. He shall perform such duties
and possess such powers as are usually vested in the office of the Chairman of
the Board or as may be vested in him by the Board of Directors. If the Board of
Directors appoints a Vice Chairman of the Board, he shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties and
possess such other powers as may from time to time be vested in him by the Board
of Directors.

                  4.8 President. The President shall be the chief operating
officer of the corporation. He shall also be the chief executive officer of the
corporation unless such title is assigned to a Chairman of the Board. The
President shall, subject to the direction of the Board of Directors, have
general supervision and control of the business of the corporation. Unless
otherwise provided by the directors, he shall preside at all meetings of the
stockholders and of the Board of Directors (except as provided in Section 3.7
above). The President shall perform such other duties and shall have such other
powers as the Board of Directors may from time to time prescribe.


<PAGE>   10

                  4.9 Vice Presidents. Any Vice President shall perform such
duties and possess such powers as the Board of Directors or the President may
from time to time prescribe. In the event of the absence, inability or refusal
to act of the President, the Vice President (or if there shall be more than one,
the Vice Presidents in the order determined by the Board of Directors) shall
perform the duties of the President and when so performing shall have all the
powers of and be subject to all the restrictions upon the President. The Board
of Directors may assign to any Vice President the title of Executive Vice
President, Senior Vice President or any other title selected by the Board of
Directors.

                  4.10 Secretary and Assistant Secretaries. The Secretary shall
perform such duties and shall have such powers as the Board of Directors or the
President may from time to time prescribe. In addition, the Secretary shall
perform such duties and have such powers as are incident to the office of the
secretary, including without limitation the duty and power to give notices of
all meetings of stockholders and special meetings of the Board of Directors, to
attend all meetings of stockholders and the Board of Directors and keep a record
of the proceedings, to maintain a stock ledger and prepare lists of stockholders
and their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.

                  Any Assistant Secretary shall perform such duties and possess
such powers as the Board of Directors, the President or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary, the Assistant Secretary, (or if there shall be more than one,
the Assistant Secretaries in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

                  In the absence of the Secretary or any Assistant Secretary at
any meeting of stockholders or directors, the person presiding at the meeting
shall designate a temporary secretary to keep a record of the meeting.

                  4.11 Chief Financial Officer and Assistant Treasurers. The
Chief Financial Officer shall perform such duties and shall have such powers as
may from time to time be assigned to him by the Board of Directors or the
President. In addition, the Chief Financial Officer shall perform such duties
and have such powers as are incident to the office of treasurer, including
without limitation the duty and power to keep and be responsible for all funds
and securities of the corporation, to deposit funds of the corporation in
depositories selected in accordance with these Bylaws, to disburse such funds as
ordered by the Board of Directors, to make proper accounts of such funds, and to
render as required by the Board of Directors statements of all such transactions
and of the financial condition of the corporation.

                  The Assistant Treasurers shall perform such duties and possess
such powers as the Board of Directors, the President or the Chief Financial
Officer may from


<PAGE>   11

time to time prescribe. In the event of the absence, inability or refusal to act
of the Chief Financial Officer, the Assistant Treasurer, (or if there shall be
more than one, the Assistant Treasurers in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the Chief
Financial Officer.

                  4.12 Bonded Officers. The Board of Directors may require any
officer to give the corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors upon such terms and
conditions as the Board of Directors may specify, including without limitation a
bond for the faithful performance of his duties and for the restoration to the
corporation of all perper6ty in his possession or under his control belonging to
the corporation.



                            ARTICLE 5 - CAPITAL STOCK

                  5.1 Issuance of Stock. Unless otherwise voted by the
stockholders and subject to the provisions of the Certificate of Incorporation,
the whole or any part of any unissued balance of the authorized capital stock of
the corporation or the whole or any part of any unissued balance of the
authorized capital stock of the corporation held in its treasury may be issued,
sold, transferred or otherwise disposed of by vote of the Board of Directors in
such manner, for such consideration and on such terms as the Board of Directors
may determine.


                  5.2 Certificates of Stock. Every holder of stock of the
corporation shall be entitled to have a certificate, in such form as may be
prescribed by law and by the Board of Directors, certifying the number and class
of shares owned by him in the corporation. Each such certificate shall be signed
by, or in the name of the corporation by, the Chairman or Vice Chairman, if any,
of the Board of Directors, or the President or a Vice President, and the Chief
Financial Officer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the corporation. Any or all of the signatures on the certificate
may be a facsimile.

                  Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, the
Bylaws, applicable securities laws or any agreement among any number of
stockholders or among such stockholders and the corporation shall have
conspicuously noted on the face or back of the certificate either the full text
of the restriction or a statement of the existence of the restriction.


                  5.3 Transfers Subject to the restrictions, if any, stated or
noted on the stock certificates, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate representing such shares properly endorsed or accompanied by a
written assignment or power of attorney properly


<PAGE>   12

executed, and with such proof of authority or the authenticity of signature as
the corporation or its transfer agent may reasonably require. Except as may be
otherwise required by law, by the Certificate of Incorporation or these Bylaws,
the corporation shall be entitled to treat the record holder of stock as shown
on its books as the owner of such stock for all purposed, including the payment
of dividends and the right to vote with respect to such stock, regardless of any
transfer, pledge or other disposition of such stock until the shares have been
transferred on the books of the corporation in accordance with the requirements
of these Bylaws.


                  5.4 Lost, Stolen or Destroyed Certificates. The corporation
may issue a new certificate of stock in place of any previously issued
certificate alleged to have been lost, stolen or destroyed, upon such terms and
conditions as the Board of Directors may prescribe, including the presentation
of reasonable evidence of such loss, theft or destruction and the giving of such
indemnity as the Board of Directors may require for the protection of the
corporation or any transfer agent or registrar.


                  5.5 Record Date. The Board of Directors may fix in advance a
date as a record date for the determination of the stockholders entitled to
notice of or to vote at any meeting of stockholders or to express consent (or
dissent) to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action. Such record date shall not be more than 60 nor less
than 10 days before the date of such meeting, nor more than 60 days prior to any
other action to which such record date relates.


                  If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day before the day on which notice is given,
or, if notice is waived, at the close of business on the day before the day on
which the meeting is held. The record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the day on which
the first written consent is expressed. The record date for determining
stockholders for any other purpose shall be the close of business on the day on
which the Board of Directors adopts the resolution relating to such purpose.

                  A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                           ARTICLE 6 - Indemnification


<PAGE>   13

         The corporation shall, to the fullest permitted by section 145 of the
General Corporation Law of Delaware, as that Section may be amended and
supplemented from time to time, indemnify any director or officer which it shall
have power to indemnify under the section against any expenses, liabilities or
other matters referred to in or covered by that Section. The indemnification
provided in this Article (i) shall not be deemed exclusive of any other rights
to which those indemnified may be entitled under any bylaw, agreement or vote of
stockholders or disinterested directors or otherwise. Both as to action in their
official capacities and as to action in another capacity while holding such
office, (ii) shall continue as to a person who has ceased to be a director or
officer, (iii) shall inure to the benefit of the heirs, executors and
administrators of such a person. The corporation's obligation to provide
indemnification under this Article shall be offset to the extent of any other
source of indemnification or any otherwise applicable insurance coverage under a
policy maintained by the corporation or any other person.

         Expenses incurred by a director of the corporation in defending a civil
or criminal action, suit or proceeding by reason of the fact that he is or was a
director of the corporation (or was serving at the corporation's request as a
director or officer of another corporation) shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director to repay such amount if it
shall ultimately be determined that he is not entitled be indemnified by the
corporation as authorized by relevant sections of the General Corporation Law of
Delaware. Notwithstanding the foregoing, the corporation shall not be required
to advance such expenses to an agent who is a party to an action, suit or
proceeding brought by the corporation and approved by a majority of the Board of
Directors of the corporation which alleges willful misappropriation of corporate
assets by such agent, disclosure of confidential information in violation of
such agent's fiduciary and contractual obligations to the corporation or nay
other willful and deliberate breach in bad faith of such agent's duty to the
corporation or its stockholders.

         To assure indemnification under this Article of all such persons who
are determined by the corporation or otherwise to be or to have bee
"fiduciaries" of any employee benefit plan of the corporation which may exist
from time to time, such Section 145 shall, for the purposes of this Article, be
interpreted as follows: an "other enterprise" shall be deemed to include such
employee benefit plans, including without limitation, any plan of the
corporation which is governed by an Act of Congress entitled "Employee
Retirement Income Security Act of 1974," as amended from time to time; the
corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties to the
corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to such
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee benefit plan in the performance of such person's
duties for a purpose reasonably believed by such person to be in the interest of


<PAGE>   14

participants or beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the corporation.


                         ARTICLE 7 - General Provisions

                  7.1 Fiscal Year Except as from time to time otherwise
designated by the Board of Directors, the fiscal year of the corporation shall
begin on the 1st day of January in each year and end on the 31st day of December
in each year.

                  7.2 Corporate Seal The corporate seal shall be in such form as
shall be approved by the Board of Directors.


                  7.3 Execution of Instruments The President or the Chief
Financial Officer shall have the power to execute and deliver on behalf and in
the name of the corporation any instrument requiring the signature of an officer
of the corporation, except as otherwise provided by the Bylaws, or where the
execution and delivery of such instrument shall be expressly delegated by the
Board of Directors to some other officer or agent of the corporation.


                  7.4 Waiver of Notice Whenever any notice whatsoever is
required to be given by law, by the Certificate of Incorporation or by these
Bylaws, a waiver of such notice either in writing signed by the person entitled
to such notice or such person's duly authorized attorney, or by telegraph, cable
or any other available method, whether before, at or after the time stated in
such waiver, or the appearance of such person or persons at such meeting in
person or by proxy, shall be deemed equivalent to such notice.


                  7.5 Voting of Securities Except as the directors may otherwise
designate, the President, any Vice President, the Secretary or Chief Financial
Officer may waive notice of, and act as, or appoint any person or persons to act
as, proxy or attorney-in-fact for this corporation (with or without power of
substitution) at, any meeting of stockholders or shareholders of any other
corporation or organization, the securities of which may be held by this
corporation.

                  7.6 Evidence of Authority A certificate by the Secretary, or
an Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

                  7.7 Certificate of Incorporation All references in these
Bylaws to the


<PAGE>   15

Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.
These Bylaws are subject to the provisions of the Certificate of Incorporation
and applicable law.


                  7.8 Transactions with Interested Parties. No contract or
transaction between the corporation and one or more of the directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of the 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 a
committee of the Board of Directors which authorized the contract or transaction
or solely because his or their votes are counted for such purpose, if;

                  (1) The material facts as to his relationship or interest as
to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board 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;

                  (2) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contractor 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 of the Board of Directors 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 authorized the contract or transaction.

                  7.9 Severability Any determination that any provision of these
Bylaws is for any reason inapplicable, illegal or ineffective shall not affect
or invalidate any other provision of these Bylaws.

                  7.10 Pronouns All pronouns used in these Bylaws shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.


                             ARTICLE 8 - Amendments

                  By the Board of Directors These Bylaws may be altered, amended


<PAGE>   16

or repealed or new bylaws may be adopted by the affirmative vote of a majority
of the directors present at any reqular or special meeting of the Board of
Directors at which a quorum is present.

                  8.2 By the Shareholders These Bylaws may be altered, amended
or repealed or new bylaws may be adopted by the affirmative vote of the holders
of a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new bylaws shall have been stated in the notice
of such special meeting.