Exhibit 3(b)

                                     BYLAWS

                                       OF

                           CENTURY LABORATORIES, INC.

                            (A Delaware corporation)

                                    ARTICLE I

                             Meeting of Stockholders

      SECTION 1. Annual Meeting. The annual meeting of the stockholders of
Century Laboratories, Inc. (hereinafter, the "Corporation") for the election of
directors and for the transaction of such other proper business shall be held on
such date and at such time as may be fixed by the Board of Directors or, if no
date and time are so fixed, on the first Tuesday of May of each year at the
office of the Corporation or at such other place and at such hour as shall be
designated by the Board of Directors or, if no such time be fixed, then at 10:00
a.m.

      SECTION 2. Special Meetings. Special meetings of the stockholders, unless
otherwise prescribed by statute, may be called at any time by the Board of
Directors or by the holder or holders of more than a majority of the outstanding
shares of Common Stock entitled to vote at such meeting.

      SECTION 3. Notice of Meetings. Written notice of each meeting of the
stockholders, which shall state the place, date and hour of the meeting and the
purpose or purposes for which it is called, shall be given not less than ten nor
more than sixty days before the date of such meeting to each stockholder
entitled to vote at such meeting, and if mailed, it shall be deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
as it appears on the records of the Corporation. Any such notice for any meeting
other than the annual meeting shall indicate that it is being issued at the
direction of the Board. Whenever notice is required to be given, a written
waiver thereof signed by the stockholder entitled thereto, whether before or
after the time stated therein, shall be deemed equivalent to notice. Attendance
of a stockholder at a meeting shall constitute a waiver of notice of such
meeting, except when the stockholder attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. When a meeting
is adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. If the adjournment is for more than thirty 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.

      SECTION 4. Quorum. At any meeting of the stockholders, the holders of the
majority of the shares, issued and outstanding and entitled to vote, shall be
present in person or represented by proxy in order to constitute a quorum for
the transaction of any business. In the
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absence of a quorum, the holders of a majority of the shares present in person
or represented by proxy and entitled to vote may adjourn the meeting from time
to time. At any such adjourned meeting at which a quorum may be present, the
Corporation may transact any business which might have been transacted at the
original meeting. Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
Corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.

      SECTION 5. Organization. At each meeting of the stockholders, the
President or, in his absence or inability to act, a Vice President of the
Corporation or, in his absence or inability to act, any person chosen by the
majority of those stockholders present in person or represented by proxy shall
act as chairman of the meeting. The Secretary or, in his absence or inability to
act, any person appointed by the chairman of the meeting shall act as secretary
of the meeting and keep the minutes thereof.

      SECTION 6. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.

      SECTION 7. Voting. Unless otherwise provided in the Certificate of
Incorporation and subject to Section 213 of the General Corporation Law of the
State of Delaware regarding fixing the date for the determination of
stockholders of record, each stockholder shall be entitled to one vote for each
share of capital stock held by such stockholder.

      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. Any such proxy
shall be delivered to the secretary of such meeting at or prior to the time
designated in the order of business for so delivering such proxies.

      Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors. Except as otherwise required by statute, by the
Certificate of Incorporation, or by these Bylaws, a majority of the votes cast
at a meeting of the stockholders shall be necessary to authorize any other
corporate action to be taken by vote of the stockholders. Unless required by
statute or determined by the chairman of the meeting to be advisable, the vote
on any question need not be by ballot. On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his proxy if there be such proxy, and
shall state the number of shares voted.

      SECTION 8. List of Stockholders. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.


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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 days prior to the meeting, either at a place within the city or other
municipality or community 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. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by this section or the books of the Corporation, or to vote at
any meeting of stockholders.

      SECTION 9. Inspectors. The Board may, but need not, in advance of any
meeting of stockholders, appoint one or more inspectors of election to act at
such meeting or any adjournment thereof. If an inspector or inspectors shall not
be so appointed the chairman of the meeting may, but need not, appoint one or
more inspectors. In case any person who may be appointed as an inspector fails
to appear or act, the vacancy may be filled by appointment made by the Board in
advance of the meeting or at the meeting by the chairman of the meeting. Each
inspector, if any, 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, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the number of shares of stock represented at the
meeting, the existence of a quorum, 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 result, 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 or any stockholder entitled to vote thereat, the
inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by him or them and shall execute a
certificate of any fact found by him or 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. Except as otherwise required by subsection
(e) of Section 231 of the General Corporation Law of the State of Delaware, the
provisions of that Section shall not apply to the Corporation.

      SECTION 10. Consent of Stockholders in Lieu of 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 or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. 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.


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                                   ARTICLE II
                               Board of Directors

      SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of a Board of Directors. The Board
may exercise all such authority and powers of the Corporation and do all such
lawful acts and things as are not by statute or the Certificate of Incorporation
directed or required to be exercised or done by the stockholders.

      SECTION 2. Number, Qualifications, Election and Term of Office. The Board
of Directors shall consist of at least one, but no more than nine Directors, as
determined by a majority vote of the entire Board of Directors. Each director
shall hold office until the annual meeting of stockholders of the Corporation
next succeeding his election and until his successor is duly elected and
qualified. Directors need not be stockholders. The Board of Directors, by the
vote of a majority of the entire Board, may increase the number of Directors to
a number not exceeding nine. The Board of Directors, by the vote of a majority
of the entire Board, may decrease the number of Directors to a number not less
than one but any such decrease shall not affect the term of office of any
Director. Vacancies occurring by reason of any such increase shall be filled in
accordance with Section 13 of this Article II.

      SECTION 3. Place of Meeting. The Board of Directors shall hold its
meetings at such place, within or without the State of Delaware, as it may from
time to time determine or as shall be specified in the notice of any such
meeting.

      SECTION 4. Annual Meeting. The Board shall meet for the purpose of
organization, the election of officers and the transaction of other business as
soon as practicable after each annual meeting of the stockholders, on the same
day and at the same place where such annual meeting shall be held. Notice of
such meeting need not be given. Such meeting may be held at any other time or
place, within or without the State of Delaware, which shall be specified in a
notice thereof given as hereinafter provided in Section 7 of this Article II.

      SECTION 5. Regular Meetings. Regular meetings of the Board shall be held
at such time as the Board may fix. If any day fixed for a regular meeting shall
be a legal holiday at the place where the meeting is to be held, then the
meeting which would otherwise be held on that day shall be held at the same hour
on the next succeeding business day. Notice of regular meetings of the Board
need not be given except as otherwise required by statute or these Bylaws.

      SECTION 6. Special Meetings. Special meetings of the Board may be called
by the President or by a majority of the entire Board.

      SECTION 7. Notice of Meetings. Notice of each special meeting of the Board
(and of each regular meeting for which notice shall be required) shall be given
by the Secretary as hereinafter provided in this Section 7, in which notice
shall be stated the time and place of the


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meeting. Except as otherwise required by these Bylaws, such notice need not
state the purposes of such meeting. Notice of each such meeting shall be mailed,
postage prepaid, to each director, addressed to him at his residence or usual
place or business, by first-class mail, at least five (5) days before the day on
which such meeting is to be held, or shall be sent addressed to him at such
place by telegraph, telex, cable or wireless, or be delivered to him personally,
by facsimile or by telephone, at least 24 hours before the time at which such
meeting is to be held. A written waiver of notice, signed by the director
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance by a director at a meeting shall
constitute a waiver of notice of such meeting, except when the director attends
a meeting for the express purpose of objecting at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

      SECTION 8. Quorum and Manner of Acting. Except as herein provided, a
majority of the entire Board shall be present in order to constitute a quorum
for the transaction of business at such meeting; and, except as otherwise
required by the Certificate of Incorporation or these Bylaws, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board. In the absence of a quorum at any meeting of the
Board, a majority of the directors present thereat may adjourn such meeting to
another time and place. Notice of the time and place of any such adjourned
meeting shall be given to the directors who were not present at the time of the
adjournment and, unless such time and place were announced at the meeting at
which the adjournment was taken, to the other directors. At any adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the meeting as originally called. The directors shall
act only as a Board and the individual directors shall have no power as such.

      SECTION 9. Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a meeting
if all members of the Board consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board.

      SECTION 10. Telephonic Participation. Members of the Board of Directors
may participate in a meeting of the Board by means of conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation in such a meeting
shall constitute presence in person at such meeting.

      SECTION 11. Organization. At each meeting of the Board, the President or,
in his absence of inability to act, another director chosen by a majority of the
directors present shall act as chairman of the meeting and preside thereat. The
Secretary or, in his absence or inability to act, any person appointed by the
chairman shall act as secretary of the meeting and keep the minutes thereof.

      SECTION 12. Resignations. Any director may resign at any time upon written
notice to the Corporation. Any such resignation shall take effect at the time
specified therein or,


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if the time when it shall become effective shall not be specified therein,
immediately upon its receipt; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

      SECTION 13. Vacancies. 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. If there are no directors in office, then a special
meeting of stockholders for the election of directors may be called and held in
the manner provided by statute. If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole Board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder of
stockholders holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office, in the manner provided by statute. When one or more directors shall
resign from the Board, effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have 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 until the next election of directors and until their successors shall be
elected and qualified.

      SECTION 14. Removal of Directors. Any director or the entire Board of
Directors may be removed, either with or without cause, at any time, by the
affirmative vote of the holders of record of a majority of the issued and
outstanding stock entitled to vote for the election of directors of the
Corporation given at a special meeting of the stockholders called and held for
such purpose; and the vacancy or vacancies in the Board caused by such removal
may be filled by such stockholders at such meeting, or, if the stockholders
shall fail to fill such vacancy or vacancies, as provided by these Bylaws.

      SECTION 15. Compensation. The Board of Directors shall have authority to
fix the compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation in any capacity.

                                   ARTICLE III

                         Executive and Other Committees

      SECTION 1. Executive and Other Committees. The Board 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 of disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not


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disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution, shall have and may exercise all the powers
and authority of the Board in the management of the business and affairs of the
Corporation with the exception of any authority the delegation of which is
prohibited by Section 141 of the General Corporation Law of the State of
Delaware, and may authorize the seal of the Corporation to be affixed to all
papers which may require it. Each committee shall keep written minutes of its
proceedings and shall report such minutes to the Board when required.

      SECTION 2. General. A majority of any committee may determine its action
and fix the time and place of its meetings unless the Board shall otherwise
provide. Notice of such meeting shall be given to each member of the committee
in the manner provided for in Article II, Section 7. The Board shall have power
at any time to fill vacancies in, to change the membership of, or to dissolve
any such committee. Nothing herein shall be deemed to prevent the Board from
appointing one or more committees consisting in whole or in part of persons who
are not directors of the Corporation; provided, however, that no such committee
shall have or may exercise any authority of the Board.

      SECTION 3. Action Without a Meeting. Any action required or permitted to
be taken at any meeting by any committee may be taken without a meeting if all
of the members of the committee consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the committee.

      SECTION 4. Telephone Participation. Members of a committee may participate
in a meeting by means of conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
person at the meeting.

                                   ARTICLE IV

                                    Officers

      SECTION 1. Number and Qualifications. The officers of the Corporation
shall include the President, the Treasurer and the Secretary. Any number of
offices may be held by the same person. Such officers shall be elected from time
to time by the Board. Each officer shall hold his office until his successor is
elected and qualified or until his earlier resignation or removal. The Board may
from time to time elect such other officers (including one or more Vice
Presidents (including Executive Vice Presidents and Senior Vice Presidents), one
or more Assistant Treasurers and one or more Assistant Secretaries) and such
agents as may be necessary or desirable for the business of the Corporation.
Such other officers and agents shall have such duties and shall hold their
offices for such terms as may be prescribed by the Board.


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      SECTION 2. Resignations. Any officer may resign at any time upon written
notice to the Corporation. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon its receipt; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

      SECTION 3. Removal. Any officer or agent of the corporation may be
removed, either with or without cause, at any time, by the Board at any meeting
of the Board.

      SECTION 4. Vacancies. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise, shall be filled for the
unexpired portion of the term of the office which shall be vacant, in the manner
prescribed in these Bylaws for the regular election to such office.

      SECTION 5. The President. The President shall be the chief executive
officer of the Corporation and shall have general and active management of the
business and affairs of the Corporation and general and active supervision and
direction over the other officers, agents and employees and shall see that their
duties are properly performed subject, however, to the control of the Board of
Directors. He shall perform all duties incident to the office of President and
such other duties as from time to time may be assigned to him by the Board or
these Bylaws.

      SECTION 6. Vice Presidents. Each Vice President, including any Executive
Vice President, shall have such powers and perform such duties as from time to
time may be assigned to him by the Board.

      SECTION 7. The Treasurer. The Treasurer shall

                  (a) have charge and custody of, and be responsible for, all
      the funds and securities of the Corporation;

                  (b) keep full and accurate accounts of receipts and
      disbursements in books belonging to the Corporation;

                  (c) cause all monies and other valuables to be deposited to
      the credit of the Corporation in such depositories as may be designated by
      the Board;

                  (d) receive, and give receipts for, monies due and payable to
      the Corporation from any source whatsoever;

                  (e) disburse the funds of the Corporation and supervise the
      investment of its funds as ordered or authorized by the Board, taking
      proper vouchers therefor; and


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                  (f) in general, have all the powers and perform all the duties
      incident to the office of Treasurer and such other duties as from time to
      time may be assigned to him by the Board or the President.

      SECTION 8. The Secretary. The Secretary shall

                  (a) record the proceedings of the meetings of the stockholders
      and directors in a minute book to be kept for that purpose;

                  (b) see that all notices are duly given in accordance with the
      provisions of these Bylaws and as required by law;

                  (c) be custodian of the records and the seal of the
      Corporation and affix and attest the seal to all stock certificates of the
      Corporation (unless the seal of the Corporation on such certificates shall
      be a facsimile, as hereinafter provided) and affix and attest the seal to
      all other documents to be executed on behalf of the Corporation under its
      seal;

                  (d) see that the books, reports, statements, certificates and
      other documents and records required by law to be kept and filed are
      properly kept and filed; and

                  (e) in general, have all the powers and perform all the duties
      incident to the office of Secretary and such other duties as from time to
      time may be assigned to him by the Board or the President.

      SECTION 9. Officers' Bonds or Other Security. The Corporation may secure
the fidelity of any or all of its officers or agents by bond or otherwise, in
such amount and with such surety or sureties as the Corporation may require.

      SECTION 10. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board; provided, however, that the Board may delegate to the President
the power to fix the compensation of officers and agents. An officer of the
Corporation shall not be prevented from receiving compensation by reason of the
fact that he is also a director of the Corporation, but any such officer who
shall also be a director (except in the event there is only one director of the
Corporation) shall not have any vote in the determination of the amount of
compensation paid to him.


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                                    ARTICLE V

                                  Shares, etc.

      SECTION 1. Stock Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of, the
Corporation by the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the
number of shares owned by him in the Corporation. Any or all of the signatures
on the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may nevertheless be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

      SECTION 2. Books of Account and Record of Stockholders. The books and
records of the Corporation may be kept at such places, within or without the
State of Delaware, as the Board of Directors may from time to time determine.
The stock record books and the blank stock certificates shall be kept by the
Secretary or by any other officer or agent designated by the Board of Directors.

      SECTION 3. Transfer of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. Except as otherwise
provided by law, the Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand on the record of
stockholders as the owner of such share or shares for all purposes, including,
without limitation, the rights to receive dividends or other distributions, and
to vote as such owner, and the Corporation may hold any such stockholder of
record liable for calls and assessments and the Corporation shall not be bound
to recognize any equitable or legal claim to or interest in any such share or
shares on the part of any other person whether or not it shall have express or
other notice thereof. Whenever any transfers of shares shall be made for
collateral security and not absolutely, and both the transferor and transferee
request the Corporation to do so, such fact shall be stated in the entry of the
transfer.

      SECTION 4. Regulations. The Board may make such additional rules and
regulations, not inconsistent with these Bylaws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation. It may appoint, or authorize any officer or officers
to appoint, one or more transfer agents or one or more transfer clerks and one
or more registrars and may require all certificates for shares of stock to bear
the signature or signatures of any of them.


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      SECTION 5. Fixing of Record Date. 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 entitled 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 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, in advance, a record date, which shall (i) not
be more than sixty nor less than ten days before the date of such meeting, (ii)
not be more than ten days after the date upon which the resolution fixing the
record date for consent to corporate action in writing is adopted by the Board
of Directors, and (iii) not be more than sixty days prior to such payment,
exercise of rights or such other action.

      SECTION 6. Lost, Stolen or Destroyed Stock Certificates. The holder of any
certificate representing shares of stock of the Corporation shall immediately
notify the Corporation of any loss, destruction or mutilation of such
certificate, and the Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may, in its discretion, require the
owner of the lost, stolen or destroyed certificate, or his legal representative,
to give the Corporation a bond sufficient, as the Corporation in its absolute
discretion shall determine, to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate. Anything herein to
the contrary notwithstanding, the Corporation, in its absolute discretion, may
refuse to issue any such new certificate, except pursuant to judicial
proceedings under the laws of the State of Delaware.

                                   ARTICLE VI

                 Contracts, Checks, Drafts, Bank Accounts, Etc.

      SECTION 1. Execution of Contracts. Except as otherwise required by
statute, the Certificate of Incorporation or these Bylaws, any contract or other
instrument may be executed and delivered in the name and on behalf of the
Corporation by such officer or officers (including any assistant officer) of the
Corporation as the Board may from time to time direct. Such authority may be
general or confined to specific instances as the Board may determine. Unless
authorized by the Board or expressly permitted by these Bylaws, no officer,
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it pecuniarily
liable for any purpose or to any amount.

      SECTION 2. Loans. Unless the Board shall otherwise determine, the
President or any Vice President may effect loans and advances at any time for
the Corporation from any bank, trust company or other institution, or from any
firm, corporation or individual, and for such loans and advances may make,
execute and deliver promissory notes, bonds or other certificates or evidences
of indebtedness of the Corporation, but no officer or officers shall mortgage,
pledge, hypothecate or transfer any securities or other property of the
Corporation other than in connection


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with the purchase of chattels for use in the Corporation's operations, except
when authorized by the Board.

      SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange or
other orders for the payment of money out of the funds of the Corporation, and
all notes or other evidence of indebtedness of the Corporation, shall be signed
in the name and on behalf of the Corporation by such persons and in such manner
as shall from time to time be authorized by the Board.

      SECTION 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board may from time to time
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may from time to time be delegated by the
Board. For the purpose of deposit and for the purpose of collection for the
account of the Corporation, checks, drafts and other orders for the payment of
money which are payable to the order of the Corporation may be endorsed,
assigned and delivered by any officer or agent of the Corporation.

      SECTION 5. General and Special Bank Accounts. The Board may from time to
time authorize the opening and keeping of general and special bank accounts with
such banks, trust companies or other depositories as the Board may designate or
as may be designated by any officer or officers of the Corporation to whom such
power of designation may from time to time be delegated by the Board. The Board
may make such special rules and regulations with respect to such bank accounts,
not inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VII

                                     Offices

      SECTION 1. Registered Office. The registered office and registered agent
of the Corporation will be as specified in the Certificate of Incorporation of
the Corporation.

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


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                                  ARTICLE VIII

                                   Fiscal Year

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

                                   ARTICLE IX

                                      Seal

      The seal of the Corporation shall be circular in form, shall bear the name
of the Corporation and shall include the words and numbers "Corporate Seal",
"Delaware" and the year of incorporation.

                                    ARTICLE X

                                 Indemnification

      SECTION 1. General. Each person who was or is a party or is threatened to
be made a party to or is involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "Proceeding"), by reason of the fact that he or
she, or a person of whom he or she is or was the legal representative, is or was
a director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such Proceeding is
an alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the General Corporation Law of the State of Delaware, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the Corporation
to provide prior to such amendment), against all expenses, liabilities and
losses (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement), actually and reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
Section 2 of this Article X, the Corporation shall indemnify any such person
seeking indemnification in connection with a Proceeding (or part thereof)
initiated by such person only if such Proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article X shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such Proceeding in advance of its final disposition; provided,
however, that, if the General Corporation Law of the State of Delaware requires
the payment of such


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<PAGE>

expenses incurred by a director or officer in his or her capacity as a director
or officer, (and not in any other capacity in which service was or is rendered
by such person while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of a
Proceeding, such advancement shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Article X or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

      SECTION 2. Claims. If a claim under Section 1 of this Article X is not
paid in full by the Corporation within thirty days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, if
successful as a whole or in part, the claimant also shall be entitled to be paid
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred by
defending any Proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the General Corporation Law of the State of Delaware for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant has not met such applicable standard of
conduct, shall not create a presumption that the claimant has not met the
applicable standard of conduct.

      SECTION 3. Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a Proceeding in advance of its final
disposition conferred in this Article X shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, these Bylaws, agreement, vote of
stockholders or disinterested directors, or otherwise.

      SECTION 4. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any person who is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the General
Corporation Law of the State of Delaware.


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<PAGE>

                                   ARTICLE XI

                                    Amendment

      The Bylaws may be adopted, amended, or repealed by vote of the holders of
a majority of the shares of stock at the time entitled to vote in the election
of directors, except as otherwise provided in the Certificate of Incorporation.
The Bylaws may also be adopted, amended or repealed by the Board of Directors,
but any Bylaw adopted by the Board of Directors may be amended, repealed or
altered by the stockholders entitled to vote thereon as herein provided.


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