EXHIBIT 3.2


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                       INNOVATIVE VALVE TECHNOLOGIES, INC.





                 ADOPTED TO BE EFFECTIVE AS OF JULY 18, 1997.

<PAGE>
                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                       INNOVATIVE VALVE TECHNOLOGIES, INC.

                                TABLE OF CONTENTS


ARTICLE I      OFFICES
      1.1      Registered Office.............................................1
      1.2      Other Offices.................................................1

ARTICLE II     MEETINGS OF STOCKHOLDERS
      2.1      Place of Meetings.............................................1
      2.2      Annual Meeting................................................1
      2.3      Special Meetings..............................................2
      2.4      Notice of Meeting.............................................2
      2.5      Registered Holders of Shares; Closing of Share Transfer
               Records; and
               Record Date...................................................2
      2.6      Quorum of Stockholders; Adjournment...........................3
      2.7      Voting by Stockholders........................................3
      2.8      Business to be Conducted......................................4
      2.9      Proxies.......................................................5
      2.10     Approval or Ratification of Acts or Contracts by Stockholders.5

ARTICLE III    DIRECTORS
      3.1      Powers, Number and Tenure.....................................6
      3.2      Qualifications................................................7
      3.3      Nomination of Directors.......................................7
      3.4      Place of Meeting; Order of Business...........................8
      3.5      Regular Meetings..............................................8
      3.6      Special Meetings..............................................8
      3.7      Attendance at and Notice of Meetings..........................8
      3.8      Quorum of and Action by Directors.............................9
      3.9      Board and Committee Action Without a Meeting..................9
      3.10     Board and Committee Telephone Meetings........................9
      3.11     Compensation..................................................9
      3.12     Removal.......................................................9
      3.13     Committees of the Board of Directors.........................10

ARTICLE IV     OFFICERS
      4.1      Designation..................................................12
      4.2      Chairman of the Board of Directors...........................13
      4.3      President....................................................13

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      4.4      Vice President...............................................13
      4.5      Secretary....................................................13
      4.6      Treasurer....................................................14
      4.7      Corporate Controller.........................................14
      4.8      Assistant Secretaries........................................14
      4.9      Assistant Treasurers.........................................14
      4.10     Assistant Controllers........................................15
      4.11     Other Officers...............................................15
      4.12     Vacancies....................................................15
      4.13     Removal......................................................15
      4.14     Action with Respect to Securities of Other Corporations......15

ARTICLE V      CAPITAL STOCK
      5.1      Certificates for Shares......................................16
      5.2      Transfer of Shares...........................................16
      5.3      Ownership of Shares..........................................16
      5.4      Regulations Regarding Certificates...........................16
      5.5      Lost or Destroyed Certificates...............................16

ARTICLE VI     INDEMNIFICATION
      6.1      General......................................................17
      6.2      Expenses.....................................................17
      6.3      Advances.....................................................17
      6.4      Request for Indemnification..................................18
      6.5      Nonexclusivity of Rights.....................................18
      6.6      Insurance and Subrogation....................................18
      6.7      Severability.................................................18
      6.8      Certain Actions Where Indemnification Is Not Provided........19
      6.9      Definitions..................................................19
      6.10     Notices......................................................19
      6.11     Contractual Rights...........................................20

ARTICLE VII    MISCELLANEOUS PROVISIONS
      7.1      Bylaw Amendments.............................................20
      7.2      Books and Records............................................20
      7.3      Notices; Waiver of Notice....................................20
      7.4      Resignations.................................................21
      7.5      Seal.........................................................21
      7.6      Fiscal Year..................................................21
      7.7      Facsimile Signatures.........................................21
      7.8      Reliance upon Books, Reports and Records.....................21


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<PAGE>
                                     BYLAWS
                                       OF
                       INNOVATIVE VALVE TECHNOLOGIES, INC.

                                    ARTICLE I

                                     OFFICES

1.1   REGISTERED OFFICE. The registered office of Innovative Valve Technologies,
      Inc. (the "Corporation") required by the General Corporation Law of the
      State of Delaware or any successor statute (the "DGCL"), to be maintained
      in the State of Delaware, shall be the registered office named in the
      Certificate of Incorporation of the Corporation, as it may be amended or
      restated in accordance with the DGCL from time to time (the "Certificate
      of Incorporation"), or such other office as may be designated from time to
      time by the Board of Directors of the Corporation (the "Board of
      Directors" or the "Board") in the manner provided by applicable law.
      Should the Corporation maintain a principal office within the State of
      Delaware, such registered office need not be identical to such principal
      office of the Corporation.

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

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

2.1   PLACE OF MEETINGS. Meetings of stockholders shall be held at such place
      within or without the State of Delaware as may be designated by the Board
      of Directors or the officer calling the meeting, or, in the absence of
      such designation, at the registered office of the Corporation in the State
      of Delaware.

2.2   ANNUAL MEETING. An annual meeting of the stockholders, for the election of
      directors to succeed those whose terms expire or to fill vacancies and for
      the transaction of such other business as may properly come before the
      meeting, shall be held on such date and at such time as the Board of
      Directors shall fix and set forth in the notice of the meeting, which date
      shall be within thirteen months subsequent to the last annual meeting of
      stockholders. At the annual meeting of the stockholders, only such
      business shall be conducted as shall have been properly brought before the
      annual meeting as set forth in Section 2.8 hereof. Failure to hold the
      annual meeting at the designated time shall not work a dissolution of the
      Corporation.

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2.3   SPECIAL MEETINGS. Special meetings of the stockholders may be called at
      any time by the Chairman of the Board, the President or a majority of the
      Board of Directors. Upon written request of any person or persons who have
      duly called a special meeting, it shall be the duty of the Secretary of
      the Corporation to fix the date of the meeting to be held not less than
      ten nor more than 60 days after the receipt of the request and to give due
      notice thereof. If the Secretary shall neglect or refuse to fix the date
      of the meeting and give notice thereof, the person or persons calling the
      meeting may do so.

2.4   NOTICE OF MEETING. Written or printed notice of all meetings stating the
      place, day and hour of the meeting and, in the case of a special meeting,
      the purpose or purposes for which the meeting is called, shall be
      delivered not less than ten nor more than 60 days before the date of the
      meeting, either personally or by mail, by or at the direction of the
      Chairman of the Board, President or Secretary of the Corporation, to each
      stockholder entitled to vote at such meeting. If mailed, such notice shall
      be deemed to be delivered to a stockholder when deposited in the United
      States mail addressed to such stockholder at such stockholder's address as
      it appears on the stock transfer records of the Corporation, with postage
      thereon prepaid.

2.5   REGISTERED HOLDERS OF SHARES; CLOSING OF SHARE TRANSFER RECORDS; AND
      RECORD DATE.

      (a)   REGISTERED HOLDERS AS OWNERS. Unless otherwise provided under
            Delaware law, the Corporation may regard the person in whose name
            any shares issued by the Corporation are registered in the stock
            transfer records of the Corporation at any particular time
            (including, without limitation, as of a record date fixed pursuant
            to paragraph (b) of this Section 2.5) as the owner of those shares
            at that time for purposes of voting those shares, receiving
            distributions thereon or notices in respect thereof, transferring
            those shares, exercising rights of dissent with respect to those
            shares, entering into agreements with respect to those shares, or
            giving proxies with respect to those shares; and neither the
            Corporation nor any of its officers, directors, employees or agents
            shall be liable for regarding that person as the owner of those
            shares at that time for those purposes, regardless of whether that
            person possesses a certificate for those shares.

      (b)   RECORD DATE. For the purpose of determining stockholders entitled to
            notice of or to vote at any meeting of stockholders or any
            adjournment thereof, or entitled to receive a distribution by the
            Corporation (other than a distribution involving a purchase or
            redemption by the Corporation of any of its own shares) or a share
            dividend, or in order to make a determination of stockholders for
            any other proper purpose, the Board of Directors may fix in advance
            a date as the record date for any such determination of
            stockholders, such date in any case to be not more than 60 days and,
            in the case of a meeting of stockholders, not less than ten days,
            prior to the date on which the particular action requiring such
            determination of


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<PAGE>
            stockholders is to be taken. The Board of Directors shall not close
            the books of the Corporation against transfers of shares during the
            whole or any part of such period.

                  If the Board of Directors does not fix a record date for any
            meeting of the stockholders, the record date for determining
            stockholders entitled to notice of or to vote at such meeting shall
            be at the close of business on the day next preceding the day on
            which notice is given, or, if in accordance with Section 7.3 of
            these Amended and Restated Bylaws (these "Bylaws") notice is waived,
            at the close of business on the day next preceding the day on which
            the meeting is held.

2.6   QUORUM OF STOCKHOLDERS; ADJOURNMENT. Unless otherwise provided in the
      Certificate of Incorporation, a majority of the outstanding shares of
      capital stock of the Corporation entitled to vote, present in person or
      represented by proxy, shall constitute a quorum at any meeting of the
      stockholders, and the stockholders present at any duly convened meeting
      may continue to do business until adjournment notwithstanding any
      withdrawal from the meeting of holders of shares counted in determining
      the existence of a quorum. Unless otherwise provided in the Certificate of
      Incorporation or these Bylaws, any meeting of the stockholders may be
      adjourned from time to time by the chairman of the meeting or the holders
      of a majority of the issued and outstanding stock, present in person or
      represented by proxy, whether or not a quorum is present, without notice
      other than by announcement at the meeting at which such adjournment is
      taken, and at any such adjourned meeting at which a quorum shall be
      present any action may be taken that could have been taken at the meeting
      originally called; PROVIDED that 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 adjourned meeting.

2.7   VOTING BY STOCKHOLDERS.

      (a)   VOTING ON MATTERS OTHER THAN THE ELECTION OF DIRECTORS. With respect
            to any matters as to which no other voting requirement is specified
            by the DGCL, the Certificate of Incorporation or these Bylaws, the
            affirmative vote required for stockholder action shall be that of a
            majority of the shares present in person or represented by proxy at
            the meeting (as counted for purposes of determining the existence of
            a quorum at the meeting). In the case of a matter submitted for a
            vote of the stockholders as to which a stockholder approval
            requirement is applicable under the stockholder approval policy of
            any stock exchange or quotation system on which the capital stock of
            the Corporation is traded or quoted, the requirements under the
            Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
            any provision of the Internal Revenue Code of 1986, as amended (the
            "Code"), in each case for which no higher voting requirement is
            specified by the DGCL, the Certificate of Incorporation or these
            Bylaws, the vote required for approval shall be the requisite vote
            specified in such stockholder approval policy, the Exchange


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            Act or Code provision, as the case may be (or the highest such
            requirement if more than one is applicable). For the approval of the
            appointment of independent public accountants (if submitted for a
            vote of the stockholders), the vote required for approval shall be a
            majority of the votes cast on the matter.

      (b)   VOTING IN THE ELECTION OF DIRECTORS. Unless otherwise provided in
            the Certificate of Incorporation or these Bylaws in accordance with
            the DGCL, directors shall be elected by a plurality of the votes
            cast by the holders of outstanding shares of capital stock of the
            Corporation entitled to vote in the election of directors at a
            meeting of stockholders at which a quorum is present.

      (c)   OTHER. The Board of Directors, in its discretion, or the officer of
            the Corporation presiding at a meeting of stockholders of the
            Corporation, in his discretion, may require that any votes cast at
            such meeting shall be cast by written ballot.

2.8   BUSINESS TO BE CONDUCTED.

      (a)   At an annual meeting of stockholders, only such business shall be
            conducted, and only such proposals shall be acted upon, as shall
            have been brought before the annual meeting (i) by or at the
            direction of the Board of Directors or (ii) by any stockholder of
            the Corporation who is a stockholder of record at the time of the
            giving of such stockholder's notice provided for in this Section
            2.8, who shall be entitled to vote at such meeting and who complies
            with the requirements of this Section 2.8 and as shall otherwise be
            proper subjects for stockholder action and shall be properly
            introduced at the meeting. For a proposal to be properly brought
            before an annual meeting by a stockholder, in addition to any other
            applicable requirements, the stockholder must have given timely
            advance notice thereof in writing to the Secretary of the
            Corporation. To be timely, a stockholder's notice must be delivered
            to, or mailed and received at, the principal executive offices of
            the Corporation not later than the 90th day prior to the first
            anniversary of the preceding year's annual meeting; PROVIDED,
            HOWEVER, that with respect to the annual meeting of stockholders to
            be held in 1998 or in the event that the date of the annual meeting
            is more than 30 days before or more than 60 days after such
            anniversary date, notice by the stockholder to be timely must be so
            delivered not later than the close of business on the later of the
            90th day prior to such annual meeting or the 10th day following the
            day on which public announcement of the date of such meeting is
            first made by the Corporation. Any such stockholder's notice to the
            Secretary of the Corporation shall set forth as to each matter the
            stockholder proposes to bring before the annual meeting (i) a
            description of the proposal desired to be brought before the annual
            meeting and the reasons for conducting such business at the annual
            meeting, (ii) the name and address, as they appear on the
            Corporation's books, of the stockholder proposing such business and
            any other stockholders known by such stockholder to be supporting
            such proposal,

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            (iii) the class and number of shares of the Corporation's stock
            which are beneficially owned by the stockholder on the date of such
            notice, (iv) any financial interest of the stockholder in such
            proposal and (v) a representation that the stockholder intends to
            appear in person or by proxy at the meeting to bring the proposed
            business before the annual meeting. The presiding officer of the
            annual meeting shall determine whether the requirements of this
            paragraph (a) have been met with respect to any stockholder
            proposal. If the presiding officer determines that a stockholder
            proposal was not made in accordance with the terms of this paragraph
            (a), he shall so declare at the meeting and any such proposal shall
            not be acted upon at the meeting. At a special meeting of
            stockholders, only such business shall be acted upon as shall have
            been set forth in the notice relating to the meeting required by
            Section 2.4 hereof or as shall constitute matters incident to the
            conduct of the meeting as the presiding officer of the meeting shall
            determine to be appropriate.

      (b)   Notwithstanding the foregoing provisions of this Section 2.8, a
            stockholder shall also comply with all applicable requirements of
            the Exchange Act and the rules and regulations thereunder with
            respect to the matters set forth in this Section 2.8.

2.9   PROXIES. Each stockholder entitled to vote at a meeting of stockholders
      may authorize another person or persons to act for him by proxy. Proxies
      for use at any meeting of stockholders shall be filed with the Secretary,
      or such other officer as the Board of Directors may from time to time
      determine by resolution, before or at the time of the meeting. All proxies
      shall be received and taken charge of and all ballots shall be received
      and canvassed by the secretary of the meeting who shall decide all
      questions relating to the qualification of voters, the validity of the
      proxies, and the acceptance or rejection of votes, unless an inspector or
      inspectors shall have been appointed by the chairman of the meeting, in
      which event such inspector or inspectors shall decide all such questions.

2.10  APPROVAL OR RATIFICATION OF ACTS OR CONTRACTS BY STOCKHOLDERS. The Board
      of Directors in its discretion may submit any act or contract for approval
      or ratification at any annual meeting of the stockholders, or at any
      special meeting of the stockholders called for the purpose of considering
      any such act or contract, and any act or contract that shall be approved
      or be ratified by the vote of the stockholders holding a majority of the
      issued and outstanding shares of stock of the Corporation entitled to vote
      and present in person or by proxy at such meeting (provided that a quorum
      is present) shall be as valid and as binding upon the Corporation and upon
      all the stockholders as if it had been approved or ratified by every
      stockholder of the Corporation.



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                                   ARTICLE III

                                    DIRECTORS

3.1   POWERS, NUMBER AND TENURE.

      (a)   The powers of the Corporation shall be exercised by or under the
            authority of, and the business and affairs of the Corporation shall
            be managed by or under the direction of, the Board of Directors. The
            directors, other than those who may be elected by the holders of any
            series of Preferred Stock, shall be divided into three classes:
            Class I, Class II and Class III. Each director shall serve for a
            term ending on the third annual meeting following the annual meeting
            at which such director was elected; provided however, that the
            directors first elected to Class I shall serve until the annual
            meeting of stockholders held in 1998, the directors first elected to
            Class II shall serve until the annual meeting of stockholders held
            in 1999, and the directors first elected to Class III shall serve
            until the annual meeting of stockholders held in 2000. Each director
            shall hold office until the annual meeting at which such director's
            term expires and, the foregoing notwithstanding, shall serve until
            his successor shall have been duly elected and qualified or until
            his earlier death or resignation or removal in accordance with the
            Certificate of Incorporation or these Bylaws.

      (b)   At each annual election, the directors chosen to succeed those whose
            terms then expire shall be of the same class as the directors they
            succeed, unless by reason of any intervening changes in the
            authorized number of directors the Board of Directors shall have
            designated one or more directorships whose term then expire as
            directorships of another class in order more nearly to achieve
            equality of number of directors among the classes. In the event of
            any change in the authorized number of directors, each director then
            continuing to serve as such shall nevertheless continue as a
            director of the class of which he is a member until the expiration
            of his current term, or his prior death, resignation or removal. The
            Board of Directors shall specify the class to which a newly created
            directorship should be allocated.

      (c)   Within the limits specified in the Certificate of Incorporation, the
            number of directors that shall constitute the whole Board of
            Directors shall be fixed by, and may be increased or decreased from
            time to time by, the affirmative vote of a majority of the members
            at any time constituting the Board of Directors. Except as provided
            in the Certificate of Incorporation, newly created directorships
            resulting from any increase in the number of directors and any
            vacancies on the Board of Directors resulting from death,
            resignation, disqualification, removal or other cause shall be
            filled by the affirmative vote of a majority of the remaining
            directors then in office, even though less than a quorum of the
            Board of Directors. Any director elected in accordance with the
            preceding sentence shall hold office for the remainder of the full
            term of the class of directors in which the new directorship was
            created or the vacancy occurred


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            and until such director's successor shall have been elected and
            qualified or until his earlier death, resignation or removal. No
            decrease in the number of directors constituting the Board of
            Directors shall shorten the term of any incumbent director.

3.2   QUALIFICATIONS.  Directors need not be residents of the State of Delaware 
      or stockholders of the Corporation.

3.3   NOMINATION OF DIRECTORS. Subject to such rights of the holders of one or
      more outstanding series of Preferred Stock of the Corporation to elect one
      or more directors in case of arrearages in the payment of dividends or
      other defaults as shall be prescribed in the Certificate of Incorporation
      or in the resolutions of the Board of Directors providing for the
      establishment of any such series, only persons who are nominated in
      accordance with the procedures set forth in this Section 3.3 shall be
      eligible for election as, and to serve as, directors. Nominations of
      persons for election to the Board of Directors may be made at a meeting of
      the stockholders at which Directors are to be elected (i) by or at the
      direction of the Board of Directors or (ii) by any stockholder of the
      Corporation who is a stockholder of record at the time of the giving of
      such stockholder's notice provided for in this Section 3.3, who shall be
      entitled to vote at such meeting in the election of directors and who
      complies with the requirements of this Section 3.3. Such nominations,
      other than those made by or at the direction of the Board of Directors,
      shall be preceded by timely advance notice in writing to the Secretary of
      the Corporation. To be timely, a stockholder's notice shall be delivered
      to, or mailed and received at, the principal executive offices of the
      Corporation (i) with respect to an election to be held at the annual
      meeting of the stockholders of the Corporation, not later than the close
      of business on the 90th day prior to the first anniversary of the
      preceding year's annual meeting; PROVIDED, HOWEVER, that with respect to
      the annual meeting of stockholders to be held in 1998 or in the event that
      the date of the annual meeting is more than 30 days before or more than 60
      days after such anniversary date, notice by the stockholder to be timely
      must be so delivered not later than the close of business on the later of
      the 90th day prior to such annual meeting or the 10th day following the
      day on which public announcement of the date of such meeting is first made
      by the Corporation; and (ii) with respect to an election to be held at a
      special meeting of stockholders of the Corporation for the election of
      directors not later than the close of business on the tenth day following
      the day on which notice of the date of the special meeting was mailed to
      stockholders of the Corporation as provided in Section 2.4 hereof or
      public disclosure of the date of the special meeting was made, whichever
      first occurs. Any such stockholder's notice to the Secretary of the
      Corporation shall set forth (a) as to each person whom the stockholder
      proposes to nominate for election or re-election as a director, (i) the
      name, age, business address and residence address of such person, (ii) the
      principal occupation or employment of such person, (iii) the number of
      shares of each class of capital stock of the Corporation beneficially
      owned by such person, (iv) the written consent of such person to having
      such person's name placed in nomination at the meeting and to serve as a
      director if elected and (v) any other information relating to such person
      that is required to be disclosed in


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<PAGE>
      solicitations of proxies for election of directors, or is otherwise
      required, pursuant to Regulation 14A under the Exchange Act, and (b) as to
      the stockholder giving the notice, (i) the name and address, as they
      appear on the Corporation's books, of such stockholder and (ii) the number
      of shares of each class of voting stock of the Corporation which are then
      beneficially owned by such stockholder. The presiding officer of the
      meeting of stockholders shall determine whether the requirements of this
      Section 3.3 have been met with respect to any nomination or intended
      nomination. If the presiding officer determines that any nomination was
      not made in accordance with the requirements of this Section 3.3, he shall
      so declare at the meeting and the defective nomination shall be
      disregarded. Notwithstanding the foregoing provisions of this Section 3.3,
      a stockholder shall also comply with all applicable requirements of the
      Exchange Act and the rules and regulations thereunder with respect to the
      matters set forth in this Section 3.3.


3.4   PLACE OF MEETING; ORDER OF BUSINESS. Except as otherwise provided by law,
      meetings of the Board of Directors, regular or special, may be held either
      within or without the State of Delaware, at whatever place is specified by
      the person or persons calling the meeting. In the absence of specific
      designation, the meetings shall be held at the principal office of the
      Corporation. At all meetings of the Board of Directors, business shall be
      transacted in such order as shall from time to time be determined by the
      Chairman of the Board (if any), or in his absence by the President, or by
      resolution of the Board of Directors.

3.5   REGULAR MEETINGS. Regular meetings of the Board of Directors shall be
      held, in each case, at such hour and on such day as may be fixed by
      resolution of the Board of Directors, without further notice of such
      meetings. The time or place of holding regular meetings of the Board of
      Directors may be changed by the Chairman of the Board or the President by
      giving written notice thereof as provided in Section 3.7 hereof.

3.6   SPECIAL MEETINGS. Special meetings of the Board of Directors shall be
      held, whenever called by the Chairman of the Board, the President or by
      resolution adopted by the Board of Directors, in each case, at such hour
      and on such day as may be stated in the notice of the meeting.

3.7   ATTENDANCE AT AND NOTICE OF MEETINGS. Written notice of the time and place
      of, and general nature of the business to be transacted at, all special
      meetings of the Board of Directors, and written notice of any change in
      the time or place of holding the regular meetings of the Board of
      Directors, shall be given to each director personally or by mail or by
      telegraph, telecopier or similar communication at least one day before the
      day of the meeting; PROVIDED, HOWEVER, that notice of any meeting need not
      be given to any director if waived by him in writing, or if he shall be
      present at such meeting. Participation in a meeting of the Board of
      Directors shall constitute presence in person at such meeting, except
      where a person participates in the meeting for the express purpose of
      objecting to


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      the transaction of any business on the ground that the meeting is not 
      lawfully called or convened.

3.8   QUORUM OF AND ACTION BY DIRECTORS. A majority of the directors in office
      shall constitute a quorum of the Board of Directors for the transaction of
      business; but a lesser number may adjourn from day to day until a quorum
      is present. Except as otherwise provided by law or in these Bylaws, all
      questions shall be decided by the vote of a majority of the directors
      present.

3.9   BOARD AND COMMITTEE ACTION WITHOUT A MEETING. Unless otherwise restricted
      by the Certificate of Incorporation or these Bylaws, any action required
      or permitted to be taken at a meeting of the Board of Directors or 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 such committee, as the case may be, and shall be
      filed with the Secretary of the Corporation.

3.10  BOARD AND COMMITTEE TELEPHONE MEETINGS. Subject to the provisions required
      or permitted by the DGCL for notice of meetings, unless otherwise
      restricted by the Certificate of Incorporation or these Bylaws, members of
      the Board of Directors, or members of any committee designated by the
      Board of Directors, may participate in and hold a meeting of such Board of
      Directors or 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 a meeting pursuant
      to this Section 3.10 shall constitute presence in person at such meeting,
      except where a person participates in the meeting for the express purpose
      of objecting to the transaction of any business on the ground that the
      meeting is not lawfully called or convened.

3.11  COMPENSATION. Directors shall receive such compensation for their services
      as shall be determined by the Board of Directors from time to time.

3.12  REMOVAL. No director of the Corporation shall be removed from office as a
      director by vote or other action of the stockholders or otherwise except
      for cause, and then only by the affirmative vote of the holders of at
      least a majority of the voting power of all outstanding shares of capital
      stock of the Corporation generally entitled to vote in the election of
      directors, voting together as a single class. Cause for removal of a
      director shall be as provided by law or in the Certificate of
      Incorporation. Any proposal by a stockholder to remove a director of the
      Corporation, in order to be validly acted upon at any meeting, shall
      comply with paragraph (a) of Section 2.8 hereof.

            Notwithstanding the first paragraph of this Section 3.12, whenever
      holders of outstanding shares of one or more series of Preferred Stock are
      entitled to elect members of the Board of Directors pursuant to the
      provisions applicable in the case of arrearages in the payment of
      dividends or other defaults contained in the resolution or resolutions of


                                     -9-
<PAGE>
      the Board of Directors providing for the establishment of any series of
      Preferred Stock, any such director of the Corporation so elected may be
      removed in accordance with the provision of such resolution or
      resolutions.

3.13  COMMITTEES OF THE BOARD OF DIRECTORS.

      (a)   The Board of Directors, by resolution adopted by a majority of the
            full Board of Directors, may designate from among its members one or
            more committees (in addition to those listed below), each of which
            shall be comprised of one or more of its members, and may designate
            one or more of its members as alternate members of any committee,
            who may, subject to any limitations by the Board of Directors,
            replace absent or disqualified members at any meeting of that
            committee. Any such committee, to the extent provided in such
            resolution or in the Certificate of Incorporation or these Bylaws,
            shall have and may exercise all of the authority of the Board of
            Directors to the extent permitted by the DGCL, including, without
            limitation, the power and authority to declare a dividend, to
            authorize the issuance of stock or to adopt a certificate of
            ownership and merger pursuant to Section 253 of the DGCL. Any such
            committee may authorize the seal of the Corporation to be affixed to
            all papers which may require it. In addition to the above, such
            committee or committees shall have such other powers and limitations
            of authority as may be determined from time to time by resolution
            adopted by the Board of Directors.

      (b)   The Board of Directors shall have the power at any time to change
            the membership of any such committee and to fill vacancies in it. A
            majority of the number of members of any such committee shall
            constitute a quorum for the transaction of business unless a greater
            number is required by a resolution adopted by the Board of
            Directors. The act of the majority of the members of a committee
            present at any meeting at which a quorum is present shall be the act
            of such committee, unless the act of a greater number is required by
            a resolution adopted by the Board of Directors. Each such committee
            may elect a chairman and appoint such subcommittees and assistants
            as it may deem necessary. Except as otherwise provided by the Board
            of Directors, meetings of any committee shall be conducted, and
            other committee actions shall be taken, in accordance with Sections
            3.5, 3.6, 3.7, 3.8, 3.9, 3.10 and 7.3 hereof. In the absence or
            disqualification of a member of a committee, the member or members
            present at any meeting and not disqualified from voting, whether or
            not constituting a quorum, may unanimously appoint another member of
            the Board of Directors to act at the meeting in the place of the
            absent or disqualified member. Any member of any such committee
            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 will be served thereby, but such removal shall be
            without prejudice to the contract rights, if any,


                                     -10-
<PAGE>
            of the person so removed. Election or appointment of a member of a
            committee shall not of itself create contract rights.

      (c)   Any action taken by any committee of the Board of Directors shall
            promptly be recorded in the minutes and filed with the Secretary of
            the Corporation.

      (d)   EXECUTIVE COMMITTEE. From and after the date on which the Company
            shall first receive payment for shares of Common Stock sold by the
            Company in an initial public offering registered under the
            Securities Act of 1933, as amended (the "IPO Closing Date"), there
            shall be an Executive Committee of the Board of Directors, which
            committee shall have and may exercise all the powers and authority
            of the Board of Directors between regular or special meetings of the
            Board in the management of the business and affairs of the
            Corporation, except to the extent limited by Delaware law. Without
            limiting the generality of the foregoing, the Executive Committee
            shall have the power and authority to (i) declare dividends on any
            class of capital stock of the Corporation, (ii) authorize the
            issuance of capital stock of the Corporation, (iii) adopt
            certificates of ownership and merger pursuant to Section 253 of the
            DGCL and (iv) in reference to amending the Certificate of
            Incorporation, to the extent authorized in the resolution or
            resolutions providing for the issuance of shares of stock adopted by
            the Board of Directors as provided in Section 151(a) of the DGCL,
            fix the designations and any of the preferences or rights of such
            shares relating to dividends, redemptions, dissolution, any
            distribution of assets of the Corporation or the conversion into, or
            the exchange of such shares for, shares of any other class or
            classes or any other series of the same or any other class or
            classes of stock of the Corporation or fix the number of shares of
            any series of stock or authorize the increase or decrease of the
            shares of any series.

      (e)   AUDIT COMMITTEE. From and after the IPO Closing Date, there shall be
            an Audit Committee of the Board of Directors whose members shall
            consist solely of directors who are not employees or affiliates of
            the Corporation and have no relationship with the Corporation that
            would, in the judgment of the Board of Directors, interfere with
            their exercise of independent judgment as a member of such
            Committee. The Audit Committee shall have and may exercise the power
            and authority to recommend to the Board of Directors the accounting
            firm to be selected by the Board or to be recommended by it for
            stockholder approval, as independent auditor of the financial
            statements of the Corporation and its subsidiaries, and to act on
            behalf of the Board in meeting and reviewing with the independent
            auditors, the chief accounting officer, the chief internal auditor,
            if any, and the appropriate corporate officers, matters relating to
            corporate financial reporting and accounting procedures and
            policies, adequacy of financial, accounting and operating controls
            and the scope of the respective audits of the independent auditors
            and the internal auditor, if any. The Audit Committee shall


                                     -11-
<PAGE>
            also review the results of such audits with the respective auditors
            and shall report the results of those reviews to the Board of
            Directors. The Audit Committee shall submit to the Board of
            Directors any recommendations it may have from time to time with
            respect to financial reporting and accounting practices and policies
            and financial, accounting and operational controls and safeguards.
            The Audit Committee may submit to the Compensation Committee any
            recommendations it may have with respect to the compensation of the
            chief accounting officer and the chief internal auditor, if any. The
            Board of Directors shall, by resolution adopted by a majority of the
            Board of Directors, designate not less than two of its qualifying
            members from time to time to constitute members of the Audit
            Committee.

      (f)   COMPENSATION COMMITTEE. From and after the IPO Closing Date, there
            shall be a Compensation Committee of the Board of Directors, whose
            members shall consist solely of directors who are not employees or
            affiliates of the Corporation and have no relationship with the
            Corporation that would, in the judgment of the Board of Directors,
            interfere with their exercise of independent judgment as a member of
            such committee. The Compensation Committee shall have and may
            exercise all the power and authority to (i) establish a general
            compensation policy for officers and employees of the Corporation,
            including to establish and at least annually review officers'
            salaries and levels of officers' participation in the benefit plans
            of the Corporation, (ii) prepare any reports that may be required by
            the regulations of the Securities and Exchange Commission or
            otherwise relating to officer compensation, (iii) approve any
            increases in directors' fees and (iv) exercise all other powers of
            the Board of Directors with respect to matters involving the
            compensation of employees and the employee benefits of the
            Corporation as shall be delegated by the Board of Directors to the
            Compensation Committee from time to time. Without limiting the
            generality of the foregoing, the Compensation Committee shall have
            the power and authority to authorize the issuance of capital stock
            of the Corporation pursuant to any compensation or benefit plan or
            arrangement adopted or entered into by the Corporation. The Board of
            Directors shall, by resolution adopted by a majority of the Board,
            designate two or more of its qualifying members from time to time to
            constitute members of the Compensation Committee.

                                   ARTICLE IV

                                    OFFICERS

4.1   DESIGNATION. The officers of the Corporation shall consist of a Chairman
      of the Board, President, Secretary, Treasurer, Corporate Controller and
      such Executive, Senior or other Vice Presidents, Assistant Secretaries,
      Assistant Treasurers, Assistant Controllers and other officers as may be
      elected or appointed by the Board of Directors from time to time. Any
      number of offices may be held by the same person.


                                     -12-
<PAGE>
4.2   CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors
      shall preside at all meetings of the stockholders and of the Board of
      Directors. Except where by law the signature of the President is required,
      the Chairman of the Board of Directors shall possess the same power as the
      President to sign all contracts, certificates and other instruments of the
      Corporation which may be authorized by the Board of Directors. The
      Chairman of the Board of Directors shall also perform such other duties
      and may exercise such other powers as from time to time may be assigned to
      him by these Bylaws or by the Board of Directors. In the absence or
      incapacity to act of the President, the Chairman of the Board shall serve
      as acting President, and when so acting, shall have all the powers of and
      be subject to the restrictions of such office.

4.3   PRESIDENT. The President shall be the chief executive officer of the
      Corporation and shall have general supervision and control of the
      business, affairs and properties of the Corporation and its general
      officers, and shall see that all orders and resolutions of the Board of
      Directors are carried into effect. He shall have the power to appoint and
      remove all subordinate officers, agents and employees, except those
      elected or appointed by the Board of Directors, and shall execute all
      bonds, mortgages, contracts and other instruments of the Corporation
      requiring a seal, under the seal of the Corporation, except where required
      or permitted by law to be otherwise signed and executed and except that
      the other officers of the Corporation may sign and execute documents when
      so authorized by these Bylaws, the Board of Directors or the President.
      The President shall also perform such other duties and may exercise such
      other powers as from time to time may be assigned to him by these Bylaws
      or by the Board of Directors. In the absence or incapacity to act of the
      Chairman of the Board, the President shall serve as acting Chairman of the
      Board, and when so acting, shall have all the powers of and be subject to
      the restrictions of such office.

4.4   VICE PRESIDENT. The Board of Directors may appoint such Vice Presidents as
      may be recommended by the President or as they deem necessary or
      appropriate. Vice Presidents may be designated as Senior Vice Presidents,
      Executive Vice Presidents or some other designation as the Board of
      Directors deems appropriate (each a "Vice President"). Each Vice President
      shall perform such duties as the Board of Directors may from time to time
      prescribe and have such other powers as the President may from time to
      time prescribe.

4.5   SECRETARY.  The Secretary shall attend the meetings of the
      Board of Directors and all
      meetings of stockholders and record the proceedings
      thereat in a book or books to be kept for that purpose; the Secretary
      shall also perform like duties for the standing committees when required.
      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. If the Secretary shall
      be unable or shall refuse to cause to be given notice of all meetings of
      the stockholders and special meetings of the Board of Directors, and if
      there be no Assistant Secretary, then either the Chairman of the Board


                                     -13-
<PAGE>
      or the President may choose another officer to cause such notice to be
      given. The Secretary shall have custody of the seal of the Corporation and
      the Secretary or any Assistant Secretary, if there be any, shall have
      authority to affix the same to any instrument requiring it and when so
      affixed, it may be attested by the signature of the Secretary or by the
      signature of any such Assistant Secretary. The Board of Directors may give
      general authority to any other officer to affix the seal of the
      Corporation and to attest the affixing by his signature. The Secretary
      shall see that all books, reports, statements, certificates and other
      documents and records required by law to be kept or filed are properly
      kept or filed, as the case may be.

4.6   TREASURER. The Treasurer shall have the custody of the corporate funds and
      securities and shall keep full and accurate accounts of receipt and
      disbursements in books belonging to the Corporation and shall deposit all
      moneys 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. The Treasurer 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 the Board of
      Directors, at its regular meeting, or when the Board of Directors so
      requires, an account of all his transactions as Treasurer and of the
      financial condition of the Corporation. If required by the Board of
      Directors, the Treasurer shall give the Corporation a bond 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.

4.7   CORPORATE CONTROLLER. The Corporate Controller shall be the chief
      accounting officer of the Corporation, shall maintain records of all
      assets, liabilities, and transactions of the Corporation and shall be
      responsible for the design, installation and maintenance of accounting and
      cost control systems and procedures for the Corporation and shall perform
      such other duties and have such other powers as from time to time may be
      assigned to him by the Board of Directors, the Audit Committee or the
      President.

4.8   ASSISTANT SECRETARIES. Except as may be otherwise provided in these
      Bylaws, Assistant Secretaries, if there be any, shall perform such duties
      and have such powers as from time to time may be assigned to them by the
      Board of Directors, the President, any Vice- President, or the Secretary,
      and in the absence of the Secretary or in the event of his disability or
      refusal to act, shall perform the duties of the Secretary, and when so
      acting, shall have all the powers of and be subject to all the
      restrictions upon the Secretary.

4.9   ASSISTANT TREASURERS. Assistant Treasurers, if there by any, shall perform
      such duties and have such powers as from time to time may be assigned to
      them by the Board of Directors, the President or the Treasurer, and in the
      absence of the Treasurer or in the event of his


                                     -14-
<PAGE>
      disability or refusal to act, shall perform the duties of the Treasurer,
      and when so acting, shall have all the powers of and be subject to all the
      restrictions upon the Treasurer. If required by the Board of Directors, an
      Assistant Treasurer shall give the Corporation a bond 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.

4.10  ASSISTANT CONTROLLERS. Except as may be otherwise provided in these
      Bylaws, Assistant Controllers, if there be any, shall perform such duties
      and have such powers as from time to time may be assigned to them by the
      Board of Directors, the President, any Vice-President, or the Corporate
      Controller, and in the absence of the Corporate Controller or in the event
      of his disability or refusal to act, shall perform the duties of the
      Corporate Controller, and when so acting, shall have all the powers of and
      be subject to all the restrictions upon the Corporate Controller.

4.11  OTHER OFFICERS. Such other officers as to the Board of Directors may
      choose shall perform such duties and have such powers, subordinate to
      those powers specifically delegated to certain officer in these Bylaws, as
      from time to time may be assigned to them by the Board of Directors. The
      President of the Corporation shall have the power to choose such other
      officers and to prescribe their respective duties and powers, subject to
      control by the Board of Directors.

4.12  VACANCIES. Whenever any vacancies shall occur in any office by death,
      resignation, increase in the number of offices of the Corporation, or
      otherwise, the same shall be filled by the Board of Directors (or the
      President, in accordance with Section 4.3 of these Bylaws, subject to
      control by the Board of Directors), and the officer so appointed shall
      hold office until such officer's successor is elected or appointed in
      accordance with these Bylaws or until his earlier death, resignation or
      removal.

4.13  REMOVAL. Any officer or agent of the Corporation may be removed by the
      Board of Directors whenever in its judgment 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.
      Election or appointment of an officer or agent shall not of itself create
      contract rights.

4.14  ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. Unless otherwise
      directed by the Board of Directors, the Chairman of the Board, the
      President, any Vice President and the Treasurer of the Corporation shall
      each have power to vote and otherwise act on behalf of the Corporation, in
      person or by proxy, at any meeting of security holders of or with respect
      to any action of security holders of any other corporation in which this
      Corporation


                                     -15-
<PAGE>
      may hold securities and otherwise to exercise any and all rights and
      powers which this Corporation may possess by reason of its ownership of
      securities in such other corporation.

                                    ARTICLE V

                                  CAPITAL STOCK

5.1   CERTIFICATES FOR SHARES. The certificates for shares of the capital stock
      of the Corporation shall be in such form as may be approved by the Board
      of Directors or may be uncertificated shares. In the case of certificated
      shares, the Corporation shall deliver certificates representing shares to
      which stockholders are entitled. Certificates representing such
      certificated shares shall be signed by the Chairman of the Board, the
      President or a Vice President and either the Secretary or an Assistant
      Secretary of the Corporation, and may bear the seal of the Corporation or
      a facsimile thereof. The signatures of such officers upon a certificate
      may be facsimiles. The stock record books and the blank stock certificate
      books shall be kept by the Secretary of the Corporation, or at the office
      of such transfer agent or transfer agents as the Board of Directors may
      from time to time by resolution determine. In case any officer who has
      signed or whose facsimile signature has been placed upon such 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 such person
      were such officer at the date of its issuance.

5.2   TRANSFER OF SHARES. The shares of stock of the Corporation shall be
      transferable only on the books of the Corporation by the holders thereof
      in person or by their duly authorized attorneys or legal representatives
      upon surrender and cancellation of certificates for a like number of
      shares.

5.3   OWNERSHIP OF SHARES. The Corporation shall be entitled to treat the holder
      of record of any share or shares of capital stock of the Corporation as
      the holder in fact thereof and, accordingly, shall not be bound to
      recognize any equitable or other claim to 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 the laws
      of the State of Delaware.

5.4   REGULATIONS REGARDING CERTIFICATES. The Board of Directors shall have the
      power and authority to make all such rules and regulations as they may
      deem expedient concerning the issue, transfer and registration or the
      replacement of certificates for shares of capital stock of the
      Corporation.

5.5   LOST OR DESTROYED CERTIFICATES. The Board of Directors may determine the
      conditions upon which a new certificate of stock may be issued in place of
      a certificate which is alleged to have been lost, stolen or destroyed; and
      may, in its discretion, require the owner of such certificate or his legal
      representative to give bond, with sufficient surety, to indemnify the
      Corporation and each transfer agent and registrar against any and all
      losses or claims that


                                     -16-
<PAGE>
      may arise by reason of the issue of a new certificate in the place of the
      one so lost, stolen or destroyed.

                                   ARTICLE VI

                                 INDEMNIFICATION

6.1   GENERAL. The Corporation shall, to the fullest extent permitted by
      applicable law in effect on the date of effectiveness of these Bylaws, and
      to such greater extent as applicable law may thereafter permit, indemnify
      and hold harmless an Indemnitee (as this and all other capitalized words
      used in this Article VI not previously defined in these Bylaws are defined
      in Section 6.9 hereof) from and against any and all judgments, penalties,
      fines (including excise taxes), amounts paid in settlement and, subject to
      Section 6.2, Expenses whatsoever arising out of any event or occurrence
      related to the fact that Indemnitee is or was a director or officer of the
      Corporation. The Corporation may, but shall not be required to, indemnify
      and hold harmless an Indemnitee from and against any and all judgments,
      penalties, fines (including excise taxes), amounts paid in settlement and,
      subject to Section 6.2, Expenses whatsoever arising out of any event or
      occurrence related to the fact that Indemnitee is or was an employee or
      agent of the Corporation or is or was serving in another Corporate Status
      (other than as an officer or director of the Corporation) at the written
      request of the Corporation.

6.2   EXPENSES. If Indemnitee is, by reason of his serving as a director,
      officer, employee or agent of the Corporation, a party to and is
      successful, on the merits or otherwise, in any Proceeding, the Corporation
      shall indemnify him against all Expenses actually and reasonably incurred
      by him or on his behalf in connection therewith. If any such Indemnitee is
      not wholly successful in such Proceeding but is successful, on the merits
      or otherwise, as to any Matter in such Proceeding, the Corporation shall
      indemnify such Indemnitee against all Expenses actually and reasonably
      incurred by him or on his behalf relating to such Matter. The termination
      of any Matter in such a Proceeding by dismissal, with or without
      prejudice, shall be deemed to be a successful result as to such Matter. If
      Indemnitee is, by reason of any Corporate Status other than his serving as
      a director, officer, employee or agent of the Corporation, a party to and
      is successful, on the merits or otherwise, in any Proceeding, the
      Corporation may, but shall not be required to, indemnify him against all
      Expenses actually and reasonably incurred by him or on his behalf in
      connection therewith. To the extent that the Indemnitee is, by reason of
      his Corporate Status, a witness in any Proceeding, the Corporation may,
      but shall not be required to, indemnify him against all Expenses actually
      and reasonably incurred by him or on his behalf in connection therewith.

6.3   ADVANCES. In the event of any threatened or pending action, suit or
      proceeding in which Indemnitee is a party or is involved and that may give
      rise to a right of indemnification under this Article VI, following
      written request to the Corporation by Indemnitee, the


                                     -17-
<PAGE>
      Corporation shall promptly pay to Indemnitee amounts to cover expenses
      reasonably incurred by Indemnitee in such proceeding in advance of its
      final disposition upon the receipt by the Corporation of (i) a written
      undertaking executed by or on behalf of Indemnitee providing that
      Indemnitee will repay the advance if it shall ultimately be determined
      pursuant to the provisions of this Article VI or by final judgment or
      other final adjudication under the provisions of any applicable law that
      Indemnitee is not entitled to be indemnified by the Corporation as
      provided in these Bylaws and (ii) satisfactory evidence as to the amount
      of such expenses.

6.4   REQUEST FOR INDEMNIFICATION. To request indemnification, Indemnitee shall
      submit to the Secretary of the Corporation a written claim or request.
      Such written claim or request shall contain sufficient information to
      reasonably inform the Corporation about the nature and extent of the
      indemnification or advance sought by Indemnitee. The Secretary of the
      Corporation shall promptly advise the Board of Directors of such request.

6.5   NONEXCLUSIVITY OF RIGHTS. The rights of indemnification and advancement of
      Expenses as provided by this Article VI shall not be deemed exclusive of
      any other rights to which Indemnitee may at any time be entitled to under
      applicable law, the Certificate of Incorporation, these Bylaws, any
      agreement, a vote of stockholders or a resolution of directors of the
      Corporation, or otherwise. No amendment, alteration or repeal of this
      Article VI or any provision hereof shall be effective as to any Indemnitee
      for acts, events and circumstances that occurred, in whole or in part,
      before such amendment, alteration or repeal. The provisions of this
      Article VI shall continue as to an Indemnitee whose Corporate Status has
      ceased for any reason and shall inure to the benefit of his heirs,
      executors and administrators. Neither the provisions of this Article VI
      nor those of any agreement to which the Corporation is a party shall be
      deemed to preclude the indemnification of any person who is not specified
      in this Article VI as having the right to receive indemnification or is
      not a party to any such agreement, but whom the Corporation has the power
      or obligation to indemnify under the provisions of the DGCL.

6.6   INSURANCE AND SUBROGATION. The Corporation shall not be liable under this
      Article VI to make any payment of amounts otherwise indemnifiable
      hereunder if, but only to the extent that, Indemnitee has otherwise
      actually received such payment under any insurance policy, contract,
      agreement or otherwise. In the event of any payment hereunder, the
      Corporation shall be subrogated to the extent of such payment to all the
      rights of recovery of Indemnitee, who shall execute all papers required
      and take all action reasonably requested by the Corporation to secure such
      rights, including execution of such documents as are necessary to enable
      the Corporation to bring suit to enforce such rights.

6.7   SEVERABILITY. If any provision or provisions of this Article VI shall be
      held to be invalid, illegal or unenforceable for any reason whatsoever,
      the validity, legality and enforceability of the remaining provisions
      shall not in any way be affected or impaired thereby; and, to


                                     -18-
<PAGE>
      the fullest extent possible, the provisions of this Article VI shall be
      construed so as to give effect to the intent manifested by the provision
      held invalid, illegal or unenforceable.

6.8   CERTAIN ACTIONS WHERE INDEMNIFICATION IS NOT PROVIDED. Notwithstanding any
      other provision of this Article VI, no person shall be entitled to
      indemnification or advancement of Expenses under this Article VI with
      respect to any Proceeding, or any Matter therein, brought or made by such
      person against the Corporation.

6.9 DEFINITIONS. For purposes of this Article VI:

      (a)   "CORPORATE STATUS" describes the status of a person who is or was a
            director, officer, employee or agent of the Corporation or of any
            other corporation, partnership, joint venture, trust, employee
            benefit plan or other enterprise, provided such person is or was
            serving in such capacity at the written request of the Corporation.
            For purposes of these Bylaws, "serving at the written request of the
            Corporation" includes any service by Indemnitee which imposes duties
            on, or involves services by, Indemnitee with respect to any employee
            benefit plan or its participants or beneficiaries.

      (b)   "EXPENSES" shall include all reasonable attorneys' fees, retainers,
            court costs, transcript costs, fees of experts, witness fees, travel
            expenses, duplicating costs, printing and binding costs, telephone
            charges, postage, delivery service fees, and all other disbursements
            or expenses of the types customarily incurred in connection with
            prosecuting, defending, preparing to prosecute or defend,
            investigating, or being or preparing to be a witness in a
            Proceeding.

      (c)   "INDEMNITEE" includes any person who is, or is threatened to be
            made, a witness in or a party to any Proceeding as described in
            Section 6.1 or 6.2 hereof by reason of his Corporate Status.

      (d)   "MATTER" is a claim, a material issue or a substantial request for
            relief.

      (e)   "PROCEEDING" includes any action, suit, alternate dispute resolution
            mechanism, hearing or any other proceeding, whether civil, criminal,
            administrative, arbitrative, investigative or mediative, any appeal
            in any such action, suit, alternate dispute resolution mechanism,
            hearing or other proceeding and any inquiry or investigation that
            could lead to any such action, suit, alternate dispute resolution
            mechanism, hearing or other proceeding, except one (i) initiated by
            an Indemnitee to enforce his rights under this Article VI or (ii)
            pending on or before the date of adoption of these Bylaws.

6.10  NOTICES. Promptly after receipt by Indemnitee of notice of the
      commencement of any action, suit or proceeding, Indemnitee shall, if he
      anticipates or contemplates making a


                                     -19-

<PAGE>
      claim for expenses or an advance pursuant to the terms of this Article VI,
      notify the Corporation of the commencement of such action, suit or
      proceeding; PROVIDED, HOWEVER, that any delay in so notifying the
      Corporation shall not constitute a waiver or release by Indemnitee of
      rights hereunder and that any omission by Indemnitee to so notify the
      Corporation shall not relieve the Corporation from any liability that it
      may have to Indemnitee otherwise than under this Article VI. Any
      communication required or permitted to the Corporation shall be addressed
      to the Secretary of the Corporation at its principal executive offices and
      any such communication to Indemnitee shall be addressed to Indemnitee's
      address as shown on the Corporation's records unless he specifies
      otherwise and shall be personally delivered or delivered by overnight mail
      delivery. Any such notice shall be effective upon receipt.

6.11  CONTRACTUAL RIGHTS. The right to be indemnified or to the advancement or
      reimbursement of Expenses (i) is a contract right based upon good and
      valuable consideration, pursuant to which Indemnitee may sue as if these
      provisions were set forth in a separate written contract between
      Indemnitee and the Corporation, (ii) is and is intended to be retroactive
      and shall be available as to events occurring prior to the adoption of
      these provisions and (iii) shall continue after any rescission or
      restrictive modification of such provisions as to events occurring prior
      thereto.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

7.1   BYLAW AMENDMENTS. The Board of Directors shall have the power to adopt,
      amend and repeal from time to time the Bylaws of the Corporation, subject
      to the right of stockholders entitled to vote with respect thereto to
      amend or repeal such Bylaws as adopted or amended by the Board of
      Directors. Bylaws of the Corporation may be adopted, amended or repealed
      by the affirmative vote of the holders of at least two-thirds of the
      combined voting power of the outstanding shares of all classes of stock of
      the Corporation entitled to vote generally in the election of directors,
      voting together as a single class, at any annual meeting, or at any
      special meeting if notice of the proposed amendment be contained in the
      notice of said special meeting, or by the Board of Directors as specified
      in the preceding sentence.

7.2   BOOKS AND RECORDS. The Corporation shall keep books and records of account
      and shall keep minutes of the proceedings of its stockholders, its Board
      of Directors and each
      committee of its Board of Directors.

7.3   NOTICES; WAIVER OF NOTICE. Whenever any notice is required to be given to
      any stockholder, director or committee member under the provisions of the
      DGCL or under the Certificate of Incorporation, as amended, or these
      Bylaws, said notice shall be deemed to be sufficient if given (i) by
      telegraphic, facsimile, cable or wireless transmission or (ii)


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      by deposit of the same in the United States mail, with postage paid
      thereon, addressed to the person entitled thereto at his address as it
      appears on the records of the Corporation, and such notice shall be deemed
      to have been given on the day of such transmission or mailing, as the case
      may be.

            Whenever any notice is required to be given to any stockholder,
      director or committee member under the provisions of the DGCL or under the
      Certificate of Incorporation or these Bylaws, 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 equivalent to the giving of such
      notice. Attendance of a person at a meeting shall constitute a waiver of
      notice of such meeting, except when the person 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. Neither the business to be transacted at, nor the purpose of,
      any regular or special meeting of the stockholders, directors, or members
      of a committee of directors need be specified in any written waiver of
      notice unless so required by the Certificate of Incorporation or these
      Bylaws.

7.4   RESIGNATIONS. Any director or officer may resign at any time. Such
      resignations shall be made in writing and shall take effect at the time
      specified therein, or, if no time be specified, at the time of its receipt
      by the President or the Secretary of the Corporation. The acceptance of a
      resignation shall not be necessary to make it effective, unless expressly
      so provided in the resignation.

7.5   SEAL. The seal of the Corporation shall be in such form as the Board of
      Directors may adopt.

7.6   FISCAL YEAR. The fiscal year of the Corporation shall end on the 31st day
      of December of each year or as otherwise provided by a resolution adopted
      by the Board of Directors.

7.7   FACSIMILE SIGNATURES. In addition to the provisions for the use of
      facsimile signatures elsewhere specifically authorized in these Bylaws,
      facsimile signatures of any officer or officers of the Corporation may be
      used whenever and as authorized by the Board of Directors.

7.8   RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director and each member of
      any committee designated by the Board of Directors shall, in the
      performance of his duties, be fully protected in relying in good faith
      upon the books of account or reports made to the Corporation by any of its
      officers, or by an independent certified public accountant, or by an
      appraiser selected with reasonable care by the Board of Directors or by
      any such committee, or in relying in good faith upon other records of the
      Corporation.


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