BYLAWS OF
                                   TRACOR, INC.

                          as amended December 17, 1997


                                    ARTICLE I
                                     OFFICES

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

Section 2. Other Offices. The Corporation may also have offices at such other
places, both within and without the State of Delaware, as the Board of Directors
may from time to time determine or the business of the Corporation may require.

                                    ARTICLE II
                            MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of stockholders for all purposes may be
held at such time and place, either within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof. 

Section 2. Annual Meeting. An annual meeting of stockholders of the Corporation
shall be held each calendar year on such date and at such time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting or in a duly executed waiver of notice of such meeting. At such
meeting, the stockholders shall elect directors and transact such other business
as may properly be brought before the meeting. 

Section 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute, the Certificate of
Incorporation or these Bylaws, may be called by the President, the Board of
Directors, or the holders of not less than twenty-five percent (25%) of all
shares entitled to vote at the meetings. Business transacted at all special
meetings shall be confined to the purposes stated in the notice of the meeting. 

Section 4. Notice. Written or printed notice stating the place, date, and hour 
of each meeting of the stockholders and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not less 
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the Board
of Directors, or stockholders calling the meeting, to each stockholder of record
entitled to vote at such meeting. If such notice is to be sent by mail, it shall
be directed to such stockholder at his address as it appears on the records of
the Corporation, unless he shall have filed with the Secretary of the 
Corporation a written request that notices to him be mailed to some other
address, in which case it shall be directed to him at such other address. Notice
of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy and shall not, 
at the beginning of such meeting, object to the transaction of any business
because the meeting is not lawfully called or convened, or who shall, either
before or after the meeting, submit a signed waiver of notice, in person or by
proxy. 

Section 5. Voting List. At least ten (10) days before each meeting of
stockholders, the Secretary or other officer of the Corporation who has charge 
of the Corporation's stock ledger, either directly or through another officer
appointed by him or through a transfer agent appointed by the Board of 
Directors, shall prepare 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 a duly executed waiver of notice of such meeting or, if not so
specified, at the place where the meeting is to be held. Such list shall also be
produced and kept at the time and place of the meeting at all times during such
meeting and may be inspected by any stockholder who is present. 

Section 6. Quorum. The holders of a majority of the outstanding shares entitled
to vote on a matter, present in person or represented by proxy, shall constitute
a quorum at any meeting of stockholders, except as otherwise provided by 
statute, the Certificate of Incorporation or these Bylaws. If a quorum shall not
be present at any meeting of stockholders, the stockholders entitled to vote
thereat who are present, in person or by proxy, or, if no stockholder entitled 
to vote is present, any officer of the Corporation, may adjourn the meeting from
time to time until a quorum shall be present. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the adjournment is taken. 
At any adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the original meeting had a quorum
been present; provided that, if the adjournment is for more than thirty (30) 
days or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the adjourned meeting. 

Section 7. Required Vote; Withdrawal Of Quorum. When a quorum is present at any
meeting, the vote of the holders of at least a majority of the outstanding 
shares entitled to vote who are present, in person or by proxy, shall decide any
question brought before the meeting, unless the question is one on which, by
express provision of statute, the Certificate of Incorporation or these Bylaws, 
a different vote is required, in which case such express provision shall govern
and control the decision of the question. The stockholders present at a duly
constituted meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum. 

Section 8. Method of Voting; Proxies. 

  (a) Each outstanding share, regardless of class, shall be entitled to one 
      vote on each matter submitted to a vote at a meeting of stockholders,
      except to the extent that the voting rights of the shares of any class or
      classes are limited, denied, increased or decreased by the Certificate of
      Incorporation.

  (b) Each stockholder entitled to vote at a meeting of stockholders or to
      express consent or dissent to corporate action in writing without a 
      meeting may authorize another person or persons to act for him by proxy,
      but no such proxy shall be voted or acted upon after three (3) years from
      its date, unless the proxy provides for a longer period. Each proxy shall
      be filed with the Secretary of the Corporation prior to or at the time of
      the meeting.

  (c) Without limiting the manner in which a stockholder may authorize another
      person or persons to act for him as proxy pursuant to subsection (b) of
      this Section, the following shall constitute a valid means by which a
      stockholder may grant such authority:

      (i) A stockholder may execute a writing authorizing another person or
          persons to act for him as proxy. Execution may be accomplished by the
          stockholder or by an authorized officer, director, employee or agent 
          of the stockholder signing such writing or causing such stockholder's
          signature to be affixed to such writing by any reasonable means
          including, but not limited to, by facsimile signature.

     (ii) A stockholder may authorize another person or persons to act for him 
          as proxy by transmitting or authorizing the transmission of a 
          telegram, cablegram, 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 telegram, cablegram or other 
          means of electronic transmission must either set forth or be submitted
          with information from which it can be determined that the telegram,
          cablegram or other electronic transmission was authorized by the
          stockholder. If it is determined that such telegrams, cablegrams or
          other electronic transmissions are valid, the inspectors or, if there
          are no inspectors, such other persons making that determination shall
          specify the information upon which they relied.

  (d) Any copy, facsimile telecommunication or other reliable reproduction of 
      the writing or transmission created pursuant to subsection (c) of 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.

  (e) A duly executed proxy shall be irrevocable if it states that it is
      irrevocable and if, and only as long as, it is coupled with an interest
      sufficient in law to support an irrevocable power.

Section 9. Record Date.

  (a) In order that the Corporation may determine the stockholders entitled to
      notice of or to vote at any meeting of stockholders or any adjournment
      thereof, the Board of Directors may fix a record date, which record date
      shall not precede the date upon which the resolution fixing the record 
      date is adopted by the Board of Directors, and which record date shall not
      be more than sixty (60) nor less than ten (10) days before the date of 
      such meeting. If no record date is fixed by the Board of Directors, the
      record date for determining stockholders entitled to notice of or to vote
      at a meeting of stockholders shall be at the close of business on the day
      next preceding the day on which notice is given, or, if notice is waived,
      at the close of business on the day next preceding the day on which the
      meeting is held. A determination of stockholders of record entitled to
      notice of or to vote at a meeting of stockholders shall apply to any
      adjournment of the meeting; provided, however, that the Board of Directors
      may fix a new record date for the adjourned meeting.

  (b) In order that the Corporation may determine the stockholders entitled to
      consent to corporate action in writing without a meeting, the Board of
      Directors may fix a record date, which record date shall not precede the
      date upon which the resolution fixing the record date is adopted by the
      Board of Directors, and which date shall not be more than ten (10) days
      after the date upon which the resolution fixing the record date is adopted
      by the Board of Directors. If no record date has been fixed by the Board 
      of Directors, the record date for determining stockholders entitled to
      consent to corporate action in writing without a meeting, when no prior
      action by the Board of Directors is required by statute or these Bylaws,
      shall be the first date on which a signed written consent setting forth 
      the action taken or proposed to be taken is delivered to the Corporation 
      by delivery to its registered office in Delaware, its principal place of
      business, or an officer or agent of the Corporation having custody of the
      book in which proceedings of meetings of stockholders are recorded. Such
      delivery shall be by hand or by certified or registered mail, return
      receipt requested. If no record date has been fixed by the Board of
      Directors and prior action by the Board of Directors is required by 
      statute or these Bylaws, the record date for determining stockholders
      entitled to consent to corporate action in writing without a meeting shall
      be at the close of business on the day on which the Board of Directors
      adopts the resolution taking such prior action.

  (c) In order that the Corporation may determine the stockholders entitled to
      receive payment of any dividend or other distribution or allotment of any
      rights or the stockholders entitled to exercise any rights in respect of
      any change, conversion or exchange of stock, or for the purpose of any
      other lawful action, the Board of Directors may fix a record date, which
      record date shall not precede the date upon which the resolution fixing 
      the record date is adopted, and which record date shall be not more than
      sixty (60) days prior to such payment, exercise, or other action. If no
      record date is fixed, the record date for determining stockholders for any
      such purpose shall be at the close of business on the day on which the
      Board of Directors adopts the resolution relating thereto.

Section 10. Inspectors of Elections. The Board of Directors may, in advance of
any meeting of stockholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If any of the inspectors so appointed shall
fail to appear or act, the chairman of the meeting shall, or if inspectors shall
not have been appointed, the chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at 
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, and the validity and
effect of proxies and shall receive votes, ballots, or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots, or consents, determine the results,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders. On request of the chairman of the meeting, the inspectors 
shall make a report in writing of any challenge, request, or matter determined 
by them and shall execute a certificate of any fact found by them. No director 
or candidate for the office of director shall act as an inspector of an election
 of directors. Inspectors need not be stockholders. 

                                   ARTICLE III
                                    DIRECTORS

Section 1. Management. The business and affairs of the Corporation shall be
managed by its Board of Directors, who may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute, the
Certificate of Incorporation or these Bylaws directed or required to be 
exercised or done by the stockholders. The Board of Directors shall keep regular
minutes of its proceedings. 

Section 2. Number; Election. 

  (a) The Board of Directors shall consist of one (1) or more directors who need
      not be stockholders or residents of the State of Delaware. The number of
      directors which shall constitute the whole Board of Directors may be
      increased or reduced as provided in Section 3. immediately following. A
      written ballot will not be required for the election of directors.

  (b) The Board of Directors shall be divided into three classes, each class to
      consist as nearly as possible of one-third of the directors. The term of
      office of one class of directors shall expire each year. The initial term
      of office of the Class I directors shall expire at the 1997 annual meeting
      of stockholders. The initial term of office of the Class II directors 
      shall expire at the 1998 annual meeting of stockholders. The initial term 
      of office of the Class III directors shall expire at the 1999 annual 
      meeting of stockholders. Commencing with the 1997 annual meeting of
      stockholders, the directors of the class elected at each annual meeting of
      stockholders shall hold office for a term of three years. The directors 
      for the class of directors whose term is expiring at such annual meeting
      shall be elected at the annual meeting of the stockholders, except as
      hereinafter provided, and each director elected shall hold office until 
      his successor is elected and qualified or until his earlier resignation or
      removal.

  (c) Effective upon the issuance of shares of common stock of the Corporation
      pursuant to the terms of that certain Acquisition Agreement, dated as of
      March 9, 1996, as amended, by and among the Corporation and Westmark
      Systems, Inc. (the "Acquisition Agreement"), the Board of Directors shall
      be automatically increased by one director, who shall be a Class III
      director. Pursuant to the terms of the Acquisition Agreement, the Board of
      Directors shall appoint Elvis Mason to the additional directorship. Such
      directorship shall automatically terminate at the 1999 meeting of
      stockholders, and the number of directors shall be automatically decreased
      by one.

Section 3. Change in Number. The number of directors may be increased or
decreased from time to time by resolution of the Board of Directors, but no
decrease shall have the effect of shortening the term of any incumbent director.

Section 4. Removal. Any director may be removed in accordance with Delaware law
at any annual or special meeting of stockholders, only by the affirmative vote 
of the holders of a majority of the shares represented in person or by proxy at
such meeting and entitled to vote for the election of such director, if notice 
of the intention to act upon such matters shall have been given in the notice
calling such meeting. 

Section 5. Vacancies and Newly Created Directorships. Vacancies and newly-
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, although
less than a quorum, or by a sole remaining director. Each director so chosen
shall hold office until the first annual meeting of stockholders held after his
election at which the term of office of his class expires and until his 
successor is elected and qualified or until his earlier resignation or removal.
If at any time there are no directors in office, an election of directors may

be held in the manner provided by statute. Except as otherwise provided in these
Bylaws, when one or more directors shall resign from the Board of Directors,
effective at a future date, a majority of the directors then in office, 
including those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in these Bylaws with respect to the filling of other
vacancies. 

Section 6. Election of Directors; Cumulative Voting Prohibited. At every 
election of directors, each stockholder shall have the right to vote in person 
or by proxy the number of voting shares owned by him for as many persons as 
there are directors to be elected and for whose election he has a right to vote.
Cumulative voting shall be prohibited. 

Section 7. Place of Meetings. The directors of the Corporation may hold their
meetings, both regular and special, either within or without the State of
Delaware. 

Section 8. First Meetings. The first meeting of each newly elected Board shall 
be held without further notice immediately following the annual meeting of
stockholders, and at the same place, unless by unanimous consent of the
directors then elected and serving, such time or place shall be changed. 

Section 9. Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by the Board of Directors. 

Section 10. Special Meetings. Special meetings of the Board of Directors may be
called by the President on twenty-four (24) hours notice to each director, if by
telecopy, electronic facsimile or hand delivery, or on three (3) days' notice if
by mail or by telegram. Special meetings may be called in like manner and on 
like notice on the written request of any one of the directors. Except as may be
otherwise expressly provided by statute, the Certificate of Incorporation or
these Bylaws, neither the business to be transacted at, nor the purpose of, any
special meeting need be specified in a notice or waiver of notice. 

Section 11. Quorum. At all meetings of the Board of Directors, the presence of a
majority of the directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
 statute, or the Certificate of Incorporation or these Bylaws. If a quorum shall
not be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present. 

Section 12. Action Without Meeting; Telephone Meetings. Any action required or
permitted to be taken at a meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if a consent in writing, setting forth 
the action so taken, is signed by all the members of the Board of Directors or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting. Subject to applicable notice provisions and
unless otherwise restricted by the Certificate of Incorporation, members of the
Board of Directors, or any committee designated by the Board of Directors, may
participate in and hold a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such meeting shall constitute
presence in person at such meeting, except where a person's participation is for
the express purpose of objecting to the transaction of any business on the 
ground that the meeting is not lawfully called or convened. 

Section 13. Chairman of the Board. The Board of Directors may elect a Chairman 
of the Board to preside at their meetings and to perform such other duties as 
the Board of Directors may from time to time assign to him. 

Section 14. Compensation. Directors, as such, shall not receive any stated
salary for their services, but, by resolution of the Board of Directors, a fixed
sum and expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board of Directors; provided, that nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. 

                                    ARTICLE IV
                                    COMMITTEES

Section 1. Designation. The Board of Directors may, by resolution passed by a
majority of the entire Board of Directors, designate one or more committees. 

Section 2. Number; Qualification; Term. Each committee shall consist of one or
more directors appointed by resolution adopted by a majority of the entire Board
of Directors. The number of committee members may be increased or decreased from
time to time by resolution adopted by a majority of the entire Board of
Directors. Each committee member shall serve as such until the earliest of (i)
the expiration of his term as director, (ii) his resignation as a committee
member or as a director, or (iii) his removal as a committee member or as a
director. 

Section 3. Authority. Each committee, to the extent expressly provided in the
resolution of the Board of Directors establishing such committee, shall have and
may exercise all of the authority of the Board of Directors in the management
of the business and affairs of the Corporation except to the extent expressly
restricted by statute, the Certificate of Incorporation or these Bylaws. 

Section 4. Committee Changes; Removal. The Board of Directors shall have the
power at any time to fill vacancies in, to change the membership of, and to
discharge any committee. The Board of Directors may remove any committee member,
at any time, with or without cause. 

Section 5. Alternate Members of Committees. The Board of Directors may designate
one or more directors as alternate members of any committee. Any such alternate
member may replace any absent or disqualified member at any meeting of the
committee. 

Section 6. Regular Meetings. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof. 

Section 7. Special Meetings. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
 at least (i) twenty-four (24) hours before such special meeting if notice is
given by telecopy, electronic facsimile or hand delivery or (ii) at least three
days before such special meeting if notice is given by mail or by telegram.
Neither the business to be transacted at, nor the purpose of, any special
meeting of any committee need be specified in the notice or waiver of notice of
any special meeting. 

Section 8. Quorum; Majority Vote. At meetings of any committee, a majority of
the number of members designated by the Board of Directors shall constitute a
quorum for the transaction of business. If a quorum is not present at a meeting
of any committee, a majority of the members present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the Certificate of Incorporation or
these Bylaws. 

Section 9. Minutes. Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the Board of Directors upon the request of
the Board of Directors. The minutes of the proceedings of each committee shall
be delivered to the Secretary of the Corporation for placement in the minute
books of the Corporation. 

Section 10. Compensation. Committee members may, by resolution of the Board of
Directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings. 

Section 11. Responsibility. The designation of any committee and the delegation
of authority to it shall not operate to relieve the Board of Directors or any
director of any responsibility imposed upon it or such director by law. 

                                    ARTICLE V
                                     NOTICES

Section 1. Method. Whenever by statute, the Certificate of Incorporation, or
these Bylaws, notice is required to be given to any committee member, director,
or stockholder and no provision is made as to how such notice shall be given,
personal notice shall not be required, and any such notice may be given (a) in
writing, by mail, postage prepaid, addressed to such committee member, director,
or stockholder at his address as it appears on the books or (in the case of a
stockholder) the stock transfer records of the Corporation, or (b) by any other
method permitted by law (including but not limited to overnight courier service,
telegram, telex, or telefax). Any notice required or permitted to be given by
mail shall be deemed to be given when deposited in the United States mail as
aforesaid. Any notice required or permitted to be given by overnight courier
service shall be deemed to be given at the time delivered to such service with
all charges prepaid and addressed as aforesaid. Any notice required or permitted
to be given by telegram, telex, or telefax shall be deemed to be delivered and
given at the time transmitted with all charges prepaid and addressed as
aforesaid. 

Section 2. Waiver. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
Certificate of Incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be equivalent to notice. Attendance of a stockholder,
director, or committee member at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends for the express purpose of
objecting at the beginning of the meeting to the transaction of any business on
the ground that the meeting is not lawfully called or convened. 

Section 3. Exception to Notice Requirement. The giving of any notice required
under any provision of the General Corporation Law of Delaware, the Certificate
of Incorporation or these Bylaws shall not be required to be given to any
stockholder to whom (i) notice of two consecutive annual meetings, and all
notices of meetings or of the taking of action by written consent without a
meeting to such stockholder during the period 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 address as shown on the records of
the Corporation and have been returned undeliverable. If any such stockholder
shall deliver to the Corporation a written notice setting forth his then current
address, the requirement that notice be given to such stockholder shall be
reinstated. 

                                    ARTICLE VI
                                     OFFICERS

Section 1. Officers. The officers of the Corporation shall be elected by the
directors and shall be a President, a Vice President, a Secretary, and a
Treasurer. The Board of Directors may also choose a Chairman of the Board,
additional Vice Presidents and one or more Assistant Secretaries and Assistant
Treasurers. Any two or more offices may be held by the same person, except that
no person shall be both the President and the Secretary. 

Section 2. Election. The Board of Directors at its first meeting after each
annual meeting of stockholders shall elect the officers of the Corporation, none
of whom need be a member of the Board, a stockholder or a resident of the State
of Delaware. The Board of Directors may appoint such other officers and agents
as it shall deem necessary, who shall be appointed for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors. 

Section 3. Compensation. The compensation of all officers and agents of the
Corporation shall be fixed by the Board of Directors. 

Section 4. Removal and Vacancies. Each officer of the Corporation shall hold
office until his successor is elected and qualified or until his earlier
resignation or removal. Any officer or agent elected or appointed by the Board
of Directors may be removed either for or without cause by a majority of the
directors represented at a meeting of the Board of Directors at which a quorum
is represented, whenever in the judgment of the Board of Directors the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. If
the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors. 

Section 5. President. The President shall be the chief executive officer of the
Corporation. He shall preside at all meetings of the stockholders and the Board
of Directors unless the Board of Directors shall elect a Chairman of the Board,
in which event the President shall preside at Board meetings in the absence of
the Chairman of the Board. The President shall have general and active
management of the business and affairs of the Corporation, shall see that all
orders and resolutions of the Board are carried into effect, and shall perform
such other duties as the Board of Directors shall prescribe. 

Section 6. Vice Presidents. In the absence of the President or in the event of
his inability or refusal to act, the Vice President (or in the event there is
more than one Vice President, the vice presidents in the order designated by the
Board, or in the absence of any designation, then in the order of their election
or appointment) shall perform the duties of the President, and when so acting
shall have all the powers of and be subject to all of the restrictions upon the
President. Each Vice President shall have only such powers and perform only such
duties as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate to him. 

Section 7. Secretary. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for any committee when required. Except as otherwise
provided herein, the Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he shall be. He shall keep in safe custody
the seal of the Corporation and, when authorized by the Board of Directors,
affix the same to any instrument requiring it, and, when so affixed, it shall be
attested by his signature or by the signature of the Treasurer or an Assistant
Secretary. 

Section 8. Assistant Secretaries. Each Assistant Secretary shall have only such
powers and perform only such duties as the Board of Directors may from time to
time prescribe or as the President may from time to time delegate. 

Section 9. Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the President and directors, at the
regular meetings of the Board of Directors, or whenever they may require it, an
account of all his transactions as Treasurer and of the financial condition of
the Corporation, and shall perform such other duties as the Board of Directors
may prescribe. If required by the Board of Directors, he shall give the
Corporation a bond in such form, in such sum, and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful performance
of the duties of his office and for the restoration to the Corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money, and other property of whatever kind in his possession
or under his control belonging to the Corporation. 

Section 10. Assistant Treasurers. Each Assistant Treasurer shall have only such
powers and perform only such duties as the Board of Directors may from time to
time prescribe. 

                                    ARTICLE VII
                         CERTIFICATES REPRESENTING SHARES

Section 1. Certificates. The shares of the Corporation shall be represented by
certificates in such form as shall be determined by the Board of Directors. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the holder's name, the number and class of shares, and the par value of
such shares or a statement that such shares are without par value. Each
certificate shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary and may be sealed with the seal of the
Corporation or a facsimile thereof. Any or all of the signatures on a
certificate may be facsimile. 

Section 2. Legends. The Board of Directors shall have the power and authority to
provide that certificates representing shares of stock shall bear such legends
as the Board of Directors shall authorize, including, without limitation, such
legends as the Board of Directors deems appropriate to assure that the
Corporation does not become liable for violations of federal or state securities
laws or other applicable law. 

Section 3. Lost Certificates. The Corporation may issue a new certificate
representing shares in place of any certificate theretofore issued by the
Corporation, alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate to be lost,
stolen or destroyed. The Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to advertise the
same in such manner as it shall specify and/or to give the Corporation a bond in
such form, in such sum, and with such surety or sureties as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed. 

Section 4. Transfer of Shares. Shares of stock shall be transferable only on the
books of the Corporation by the holder thereof in person or by his duly
authorized attorney. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation or the transfer agent of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books. 

Section 5. Registered Stockholders. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof for any and all purposes, and, accordingly, shall not be bound to
recognize any equitable or other claim or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law. 

                                   ARTICLE VIII
                                GENERAL PROVISIONS

Section 1. Dividends. The directors, subject to any restrictions contained in
the Certificate of Incorporation, may declare dividends upon the shares of the
Corporation's capital stock. Dividends may be paid in cash, in property, or in
shares of the Corporation, subject to the provisions of the General Corporation
Law of Delaware and the Certificate of Incorporation. 

Section 2. Reserves. By resolution of the Board of Directors, the directors may
set apart out of any of the funds of the Corporation such reserve or reserves as
the directors from time to time, in their discretion, think proper to provide
for contingencies, or to equalize dividends, or to repair or maintain any
property of the Corporation, or for such other purposes as the directors shall
think beneficial to the Corporation, and the directors may modify or abolish any
 such reserve in the manner in which it was created. 

Section 3. Checks. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate. 

Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors. 

Section 5. Seal. The corporate seal shall have inscribed thereon the name of the
Corporation. Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. 

Section 6. Indemnification. 

  (a) The Corporation shall indemnify its directors, officers, employees, and
      agents to the fullest extent permitted by the General Corporation Law of
      Delaware and the Certificate of Incorporation.

  (b) Except as hereafter provided, when any claim or lawsuit is brought against
      any director, officer, employee, or agent of the Corporation in his/her
      representative capacity (hereinafter "Indemnitee"), for actions taken by
      him/her on behalf of the Corporation, the Corporation shall advance to, or
      on behalf of, the Indemnitee, all costs of defending such action,
      including, but not limited to, attorneys fees, filing fees, all costs of
      pre-trial discovery, and travel expenses (both for counsel, the
      defendant(s) and witnesses) (all of which are hereinafter referred to as
      "Costs of Defense").

  (c) Prior to the advancement of any of Costs of Defense the Indemnitee must
      undertake in writing, that if he/she is unsuccessful in defending the
      cause of action, and is found not to be entitled to indemnification and/or
      is otherwise held to be personally liable for the costs of suit, the
      Indemnitee will reimburse the corporation for all such costs so advanced.

  (d) Furthermore, if the allegations of the suit are that the Indemnitee has
      engaged in gross negligence, malfeasance, or intentional misconduct, then
      the Corporation shall not advance any Costs of Defense unless and until a
      majority of disinterested directors have considered the matter and voted
      to advance such costs. In making the decision whether or not to advance
      the costs the disinterested directors shall consider the relative merits
      of the claim, the likelihood of the plaintiff prevailing in the case, the
      total estimated Costs of Defense and the ability of the Indemnitee to
      reimburse the costs to the Corporation if the Indemnitee is not found to
      be entitled to indemnification by the Corporation.

Section 7. Transactions with Directors and Officers. No contract or other
transaction between the Corporation and any other corporation and no other act
of the Corporation shall, in the absence of fraud, be invalidated or in any way
affected by the fact that any of the directors of the Corporation are
pecuniarily or otherwise interested in such contract, transaction or other act,
or are directors or officers of such other corporation. Any director of the
Corporation, individually, or any firm or corporation of which any such director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Corporation; provided,
however, that the fact that the director, individually, or the firm or
corporation is so interested shall be disclosed or shall have been known to the
Board of Directors or a majority of such members thereof as shall be present at
any annual meeting or at any special meeting, called for that purpose, of the
Board of Directors at which action upon any contract or transaction shall be
taken. Any director of the Corporation who is so interested may be counted in
determining the existence of a quorum at any such annual or special meeting of
the Board of Directors which authorizes such contract or transaction, and may
vote thereat to authorize such contract or transaction with like force and
effect as if he were not such director or officer of such other corporation or
not so interested. Every director of the Corporation is hereby relieved from any
disability which might otherwise prevent him from carrying out transactions with
or contracting with the Corporation for the benefit of himself or any firm,
corporation, trust or organization in which or with which he may be in anywise
interested or connected. 

Section 8. Amendments. These Bylaws may be altered, amended, or repealed or new
bylaws may be adopted by the stockholders or by the Board of Directors at any
regular meeting of the stockholders or the Board of Directors, at any special
meeting of the stockholders or the Board of Directors if notice of such
alteration, amendment, repeal, or adoption of new bylaws be contained in the
notice of such special meeting, or by written consent of the Board of Directors
or the stockholders without a meeting; provided, however, that no amendment to
this Article VIII, Section 8, or to paragraphs (b) or (c) of Article III,
Section 2 of these Bylaws shall be effective without the affirmative vote of
holders representing 80% of the outstanding Common Stock. 

Section 9. Table of Contents; Headings. The Table of Contents and headings used
in these Bylaws have been inserted for convenience only and do not constitute
matters to be construed in interpretation. 

                            CERTIFICATE BY SECRETARY

The undersigned, being the secretary of the Corporation, hereby certifies that
the foregoing Amended and Restated Bylaws were duly adopted by the Directors of
the Corporation effective on December 17, 1997. 

IN WITNESS WHEREOF, I have signed this certification as of the 18th day of
December, 1997. 


                                             /s/ Russell E. Painton
                                             Russell E. Painton, Secretary