<PAGE>

                                  EXHIBIT 3.2

                                     BYLAWS
                                       OF
                           INTERLINK ELECTRONICS, INC.

                                    ARTICLE I
                                  STOCKHOLDERS

         1.1 ANNUAL MEETING. Unless another date is fixed by the directors, the
annual meeting of the stockholders shall be held on the second Tuesday in June
of each year for the purpose of electing directors and transacting such other
business as may come before the meeting. If the day fixed for the annual meeting
is a legal holiday, the meeting shall be held on the next succeeding business
day.

         1.2 FAILURE TO HOLD ANNUAL MEETING. If the annual meeting is not held
at the designated time, the directors shall cause the meeting to be held as soon
thereafter as convenient. If there is a failure to hold an annual meeting for a
period of 30 days after the date designated, any stockholder or director may
apply to the Court of Chancery to summarily order a meeting held.

         1.3 SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the President or by the Board of Directors or by such other persons as
may be authorized by law to call a special meeting of the stockholders.

         1.4 PLACE OF MEETINGS. Meetings of the stockholders shall be held at
the principal business office of the corporation or at such other place as may
be determined by the Board of Directors.

         1.5 NOTICE OF MEETINGS. Written or printed notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be mailed to each stockholder
entitled to vote at the meeting at the stockholder's address as it appears on
the stock transfer records of the corporation, with postage thereon prepaid, not
less than 10 nor more than 60 days before the date of the meeting, by or at the
direction of the President, the Secretary or the Board of Directors.

         1.6 WAIVER OF NOTICE. Whenever any notice is required to be given to
any stockholder of the corporation, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. The
attendance of a stockholder at a meeting shall constitute a waiver of notice of
such meeting, except where a stockholder attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened.



<PAGE>




         1.7      FIXING OF 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, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or 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, in advance, a record date,
which 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.

                  (b)      If no record date is fixed:

                           (1) 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;

                           (2) 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;

                           (3) The record date for determining stockholders for
any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

                  (c) 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.

         1.8      VOTING RECORDS.
                  --------------

                  (a) The officer who has charge of the stock ledger of the
corporation shall make, 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 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 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.

                  (b) Upon the willful neglect or refusal of the directors to
produce such a list at any meeting for the election of directors they shall be
ineligible for election to any office at such meeting.


                                        2
<PAGE>



                  (c) The stock ledger shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger, the stockholder list or
the books of the corporation, or to vote in person or by proxy at any meeting of
stockholders.

         1.9 QUORUM. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of stockholders. If a quorum is present at a meeting, a majority
may adjourn the meeting from time to time to a different time and place without
further notice if the time and place thereof are announced at the meeting at
which the adjournment is taken. At such adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally called. If the adjournment is for more than 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 meeting. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

         1.10 MAJORITY VOTE; ACTION WITHOUT A MEETING. The vote of the holders
of a majority of the shares present and entitled to vote at any duly organized
meeting shall decide any question unless the vote of a greater number shall be
required by law, the Certificate of Incorporation or these Bylaws. Any action
which the stockholders could take at a meeting may be taken without a meeting 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 shares 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. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing
and the consent shall be filed with the minutes of the corporation.

         1.11 PROXIES. At all meetings of stockholders, a stockholder may vote
by proxy executed in writing by the stockholder or by a duly authorized attorney
in fact. The proxy shall be filed with the Secretary of the corporation before
or at the time of the meeting. No proxy shall be valid after three years from
the date of its execution, unless otherwise provided in the proxy.





                                        3
<PAGE>



         1.12     VOTING OF SHARES BY CERTAIN HOLDERS.
                  -----------------------------------

                  (a) Persons holding stock in a fiduciary capacity shall be
entitled to vote the shares so held. 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 has 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.

                  (b) If shares or other securities having voting power stand of
record in the names of two or more persons, or if two or more persons have the
same fiduciary relationship respecting the same shares, unless the Secretary is
given written notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is
so provided, their acts with respect to voting shall have the following effect:

                           (1) If only one votes, the act of such person binds
all;

                           (2) If more than one vote, the act of the majority so
voting binds all;

                           (3) If more than one vote and if the vote is evenly
split on any particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to the Court of Chancery or such other court as may have jurisdiction to
appoint an additional person to act with the person so voting the shares, which
shall then be voted as determined by a majority of such persons and the person
appointed by the court. If the instrument so filed shows that any such tenancy
is held in unequal interests, a majority or even split for the purpose of this
subsection shall be a majority or even split in interest.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         2.1 GENERAL POWERS. The business and affairs of the corporation shall
be managed by its Board of Directors.

         2.2 NUMBER, TENURE AND QUALIFICATION. Except as otherwise provided in
this Section 2.2, the number of directors of the corporation shall be six and
shall be divided into three classes, known as Class I, Class II and Class III,
each class consisting of two directors. The terms of office of each of the
directors shall be as provided in Article VII of the corporation's Certificate
of Incorporation. The number of directors permitted under the Bylaws may be
increased or decreased from time to time by amendment to the Bylaws and may
consist of a number of Directors less than six if, for any reason, the full
complement of six Directors is not in office. In the event of any increase or
decrease in the number of directors by amendment to the Bylaws, the number of
directors of each class shall be adjusted so that the number of directorships of
each class shall be as nearly equal as possible. Directors need not be residents
of the State of Delaware or stockholders of the corporation.



                                        4
<PAGE>



         2.3 REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held without other notice than this Bylaw immediately after, and at the same
place as, the annual meeting of stockholders. The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of Delaware, for the holding of additional regular meetings without other notice
than the resolution.

         2.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the Chairman or the President or by one-third of
the directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Delaware, as the place for holding any special meeting of the Board of Directors
called by them.

         2.5 NOTICE. Written notice of any special meeting of the Board of
Directors shall be given at least two days prior to the meeting by personal
delivery, by mail or by telegram. If mailed, notice shall be deemed to be given
when deposited in the United States mails addressed to the director at the
director's business address, with postage thereon prepaid. If by telegram,
notice shall be deemed to be given when the telegram is delivered to the
telegraph company. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where the director attends a meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

         2.6 WAIVER OF NOTICE. Whenever any notice is required to be given to
any director of the corporation, waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

         2.7 QUORUM; MAJORITY VOTE. A majority of the number of directors fixed
by Section 2.2 of this Article II, or such lesser number of directors as shall
then be in office, shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless a different number is provided by law, the Certificate of
Incorporation or these Bylaws.




                                        5
<PAGE>



         2.8 MEETING BY TELEPHONE CONFERENCE; CONSENT IN LIEU OF MEETING.


                  (a) Members of the Board of Directors may hold a board meeting
by conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation in
such a meeting shall constitute presence in person at the meeting.

                  (b) Any action which is required or permitted to be taken by
the directors at a meeting may be taken without a meeting if a consent in
writing setting forth the action so taken is signed by all of the directors
entitled to vote on the matter. Such consent, which shall have the same effect
as a unanimous vote of the directors, shall be filed with the minutes of the
corporation.

         2.9 VACANCIES. Except as otherwise provided by law, and subject to any
agreement among stockholders of the Corporation relating to the composition of
the Board of Directors of the Corporation, vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, or by a sole remaining
director. Any such directorship not so filled by the directors shall be filled
by election at the next annual meeting of stockholders or at a special meeting
of stockholders called for that purpose. A director elected to fill a vacancy
shall be designated a member of the class of directors in which such vacancy has
occurred and shall serve until the next annual meeting of stockholders at which
directors of that class are elected and until a successor shall have been
elected and qualified.

         2.10 COMPENSATION. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

         2.11 PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
the director's dissent to the action is entered in the minutes of the meeting or
unless a written dissent to the action is filed with the person acting as the
secretary of the meeting before the adjournment thereof or forwarded by
certified or registered mail to the Secretary of the corporation immediately
after the adjournment of the meeting. The right to dissent shall not apply to a
director who voted in favor of the action.

         2.12     TRANSACTIONS WITH DIRECTORS.
                  ---------------------------

                  (a) Any contract or other transaction or determination between
the corporation and one or more of its directors, or between the corporation and
another party in which one or more of its directors are interested, shall be
valid notwithstanding the relationship or interest or the presence or
participation of such director or directors in a meeting of the Board of
Directors or a committee thereof which acts upon or in reference to such
contract, transaction or determination, if:




                                        6

<PAGE>



                           (1) The material facts as to such relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or committee and it authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors are less than a quorum; or

                           (2) The material facts as to such relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote, and the con tract 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.

                  (b) None of the provisions of this section shall invalidate
any contract, transaction or determination which would otherwise be valid under
applicable law.

         2.13 REMOVAL. All or any number of the directors may, subject to any
agreement among stockholders of the Corporation, be removed, with or without
cause, by a vote of the holders of a majority of the shares then entitled to
vote at an election of directors.

         2.14 RESIGNATION. Any director may resign by delivering his or her
resignation, in writing, to the corporation at its principal office or to the
President or Secretary. Such resignation shall be effective on receipt unless it
is specified to be effective at some other time or upon the happening of some
other event.

                                   ARTICLE III

                                   COMMITTEES

         3.1 DESIGNATION. The Board of Directors may designate from among its
members an executive committee and/or one or more other committees, each
consisting of one or more directors. The designation of a committee, and the
delegation of authority to it, shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law. No
member of any committee shall continue to be a member thereof after ceasing to
be a director of the corporation. The Board of Directors shall have the power at
any time to increase or decrease the number of members of any committee, to fill
vacancies thereon, to change any member thereof and to change the functions or
terminate the existence thereof.

         3.2 POWERS. Any such committee, to the extent provided by resolution of
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation; adopting an
agreement of merger or consolidation; recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets; recommending to the stockholders a


                                        7

<PAGE>



dissolution Of the corporation or a revocation of a dissolution; or amending the
Bylaws of the corporation; and, unless the resolution expressly so provides, no
such committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock or to adopt a certificate of ownership and
merger with respect to the merger into the corporation of a subsidiary of which
at least 90 percent of the outstanding shares of each class are owned by the
corporation.

         3.3      PROCEDURES; MEETINGS; QUORUM.
                  ----------------------------

                  (a) The Board of Directors shall appoint Chairman and the
committee shall appoint a secretary who may, but need not, be a member of the
committee. The chairman shall preside at all committee meetings and the
secretary of the committee shall keep a record of its acts and proceedings.

                  (b) Regular meetings of a committee, of which no notice shall
be necessary, shall be held on such days and at such places as shall be fixed by
resolution adopted by the committee. Special meetings of a committee shall be
called at the request of the Chairman or the President or of any member of the
committee, and shall be held upon such notice as is required by these Bylaws for
special meetings of the Board of Directors, provided that notice by word of
mouth or telephone shall be sufficient if received in the city where the meeting
is to be held not later than the day immediately preceding the day of the
meeting. A waiver of notice of a meeting, signed by the person or persons
entitled to such notice, whether before or after the event stated therein, shall
be deemed equivalent to the giving of such notice.

                  (c) Attendance of any member of a committee at a meeting shall
constitute a waiver of notice of the meeting. A majority of a committee, from
time to time, shall be necessary to constitute a quorum for the transaction of
any business, and the act of a majority of the members present at a meeting at
which a quorum is present shall be the act of the committee. Members of a
committee may hold a meeting of 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 in such a meeting shall
constitute presence in person at the meeting.


                  (d) Any action which may be taken at a meeting of a committee
may be taken without a meeting if a consent in writing setting forth the actions
so taken shall be signed by all members of the committee entitled to vote with
respect to the subject matter thereof. The consent shall have the same effect as
a unanimous vote of the committee.

                  (e) The Board of Directors may vote to the members of any
committee a reasonable fee as compensation for attendance at meetings of the
committee.


                                        8

<PAGE>


                                   ARTICLE IV

                                    OFFICERS

         4.1 NUMBER. The officers of the corporation shall be a Chairman, a
President, one or more Vice Presidents, a Secretary and a Treasurer. Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors and shall have such powers and duties as may
be prescribed by the Board of Directors. Any two or more offices may be held by
the same person.

         4.2 ELECTION AND TERM OF OFFICE. The officers of the corporation shall
be elected annually by the Board of Directors at the first meeting of the Board
of Directors held after the annual meeting of the stockholders. If the election
of officers shall not be held at the meeting, it shall be held as soon
thereafter as is convenient. Each officer shall hold office until a successor
shall have been duly elected and shall have qualified or until the officer's
death, resignation or removal in the manner hereinafter provided.

         4.3 REMOVAL. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the corporation would be served thereby.

         4.4 VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board of Directors
for the unexpired portion of the term.

         4.5 CHAIRMAN. The Chairman shall be the chief executive officer of the
corporation and shall be in general charge of its business and affairs, subject
to the control of the Board of Directors. The Chairman shall, if present,
preside at all meetings of stockholders and of directors. The Chairman may
execute on behalf of the corporation all contracts, agreements, stock
certificates and other instruments. The Chairman shall from time to time report
to the Board of Directors all matters within the Chairman's knowledge affecting
the corporation which should be brought to the attention of the Board. The
Chairman may vote all shares of stock in other corporations owned by the
corporation, and shall be empowered to execute proxies, waivers of notice,
consents and other instruments in the name of the corporation with respect to
such stock. The Chairman shall perform such other duties as may be required by
the Board of Directors.

         4.6 PRESIDENT. The President shall be the chief operating officer of
the corporation and shall be in general charge of its operations, subject to the
control of Chairman and the Board of Directors. In the absence of the Chairman,
the President shall preside at all meetings of stockholders and at all meetings
of directors. The President may execute on behalf of the corporation all
contracts, agreements, stock certificates and other instruments. The President
may vote all shares of stock in other corporations owned by the corporation, and
shall be empowered to execute proxies, waivers of notice, consents and other
instruments in the name of the corporation with respect to such stock. The
President shall perform such other duties as may be required by the Chairman or
the Board of Directors. In the event of the Chairman's death or inability or
refusal to


                                        9
<PAGE>


act, the President shall perform the duties of the Chairman and, when so
acting, shall have all the powers of and be subject to all the restrictions
upon the Chairman.

         4.7 SECRETARY. The Secretary shall keep the minutes of all meetings
of the directors and stockholders, and shall have custody of the minute books
and other records pertaining to the corporate business. The Secretary shall
countersign all stock certificates and other instruments requiring the seal
of the corporation and shall perform such other duties as may be required by
the Board of Directors.

         4.8 VICE PRESIDENTS. In the event of the death or inability or refusal
to act, of both the Chairman and the President, a Vice President (selected as
provided below) shall perform the duties of the Chairman and the President and,
when so acting, shall have all the powers of and be subject to all the
restrictions upon the Chairman and the President. In the event the Board of
Directors has appointed more than one Vice President, the duties of the
President and Chairman shall be undertaken by the most senior Vice President
able to undertake such duties. Seniority shall be determined based on any
classifications among Vice Presidents established by the Board of Directors and,
within any such classification, based on the date of appointment to that
position. Any Vice President shall perform such other duties assigned by the
Chairman or the President or by the Board of Directors.

         4.9 TREASURER. The Treasurer shall be the chief financial and
accounting officer of the corporation. The Treasurer shall keep correct and
complete records of accounts showing the finan cial condition of the
corporation. The Treasurer shall be legal custodian of all moneys, notes,
securities and other valuables that may come into the possession of the
corporation. The Treasurer shall deposit all funds of the corporation that come
into the Treasurer's hands in depositories that the Board of Directors may
designate. The Treasurer shall pay the funds out only on the check of the
corporation signed in the manner authorized by the Board of Directors. The
Treasurer shall perform such other duties as assigned by the Board of Directors
may require.

         4.10 SALARIES. The salaries of the officers shall be fixed from time to
time by the Board of Directors and no officer shall be prevented from receiving
such salary because the officer is also a director of the corporation.

                                    ARTICLE V

                                    INDEMNITY

         5.1 GRANT OF INDEMNITY. The Corporation shall indemnify to the fullest
extent then permitted by the law any person who is made, or threatened to be
made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(including an action, suit or proceeding by or in the right of the Corporation)
by reason of the fact that the person is or was a director or officer of the
Corporation, or serves or served at the request of the Corporation as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement, actually and reasonably incurred in connection
therewith. Expenses


                                       10

<PAGE>


incurred by an officer or director in defending a civil or criminal action,
suit or proceeding 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 or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by
the Corporation as authorized in this Article. The indemnification provided
hereby shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any statute, bylaw, agreement, vote of
stockholders or directors or otherwise, both as to action in any official
capacity and as to action in another capacity while holding an office, and
shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such
person.

                  Any person other than a director or officer who is or was an
employee or agent of the Corporation, or fiduciary within the meaning of the
Employee Retirement Income Security Act of 1974 with respect to any employee
benefit plans of the Corporation, or is or was serving at the request of the
Corporation as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise may be indemnified to such extent as the
board of directors in its discretion at any time or from time to time may
authorize.

         5.2 NO LIABILITY OF DIRECTORS. No director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director; provided that the liability of a
director shall not be eliminated (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         6.1 CERTIFICATES FOR SHARES.

                  (a) Certificates representing shares of the corporation shall
be in such form as shall be determined by the Board of Directors. Such
certificates 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. All certificates for shares shall be
consecutively numbered or otherwise identified.

                  (b) The name and address of the person to whom the shares
represented by each certificate are issued, with the number of shares and date
of issue, shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe.


                                       11

<PAGE>


         6.2 TRANSFER OF SHARES. Transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of
record thereof or by the holder's legal representative, who shall furnish
proper evidence of authority to transfer, or by the holder's attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the corporation. The person in whose name shares stand on the
books of the corporation shall be deemed by the corporation to be the owner
thereof for all purposes.

         6.3 TRANSFER AGENT AND REGISTRAR. The Board of Directors may from time
to time appoint one or more transfer agents and one or more registrars for the
shares of the corporation, with such powers and duties as the Board of Directors
shall determine by resolution. The signatures of the President or Vice President
and the Secretary or Assistant Secretary upon a certificate may be facsimiles if
the certificate is manually signed on behalf of such officers by a transfer
agent or a registrar other than the corporation itself.

         6.4 OFFICER CEASING TO ACT. In case any officer who has signed or whose
facsimile signature has been placed upon a stock certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if the signer were such officer at the date
of its issuance.

         6.5 FRACTIONAL SHARES. The corporation shall not issue certificates for
fractional shares.


                                   ARTICLE VII

                       LOANS, CHECKS AND OTHER INSTRUMENTS

         7.1 CONTRACTS. The Board of Directors may authorize any officer or
officers and agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

         7.2 LOANS. No loans shall be contracted on behalf of the corporation
and no evidence of indebtedness for money borrowed shall be issued in its name
unless authorized by a resolution of the Board of Directors; provided, however,
that the foregoing prohibitions shall not apply to trade credit in the ordinary
course of business. Such authority may be general or confined to specific
instances.

         7.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money and notes or other evidences of indebtedness issued in the name
of the corporation shall be signed by such officer or officers and agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.



                                       12

<PAGE>


                                  ARTICLE VIII

                                      SEAL

         8.1 SEAL. The seal of the corporation shall be circular in form and
shall have inscribed thereon the name of the corporation and the state of
incorporation and the words "Corporate Seal."

         8.2 SEVERABILITY. Any determination that any provision of these Bylaws
is for any reason inapplicable, invalid, illegal or otherwise ineffective shall
not affect or invalidate any other provision of these Bylaws.

         8.3 EVIDENCE OF AUTHORITY. A certificate by the Secretary or an
Assistant Secretary as to any action taken by the stockholders, directors, any
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.




                                   ARTICLE IX

                                   AMENDMENTS

                  These Bylaws may be altered, amended or repealed and new
bylaws may be adopted by the Board of Directors or by the stockholders at any
regular or special meeting.


                                       13