EXHIBIT 3.1

                              LIFEMARK CORPORATION

                                CONFORMED BYLAWS
                       (as amended through July 21, 1999)


                                    ARTICLE I

                                CORPORATE OFFICES

      SECTION 1. DELAWARE  REGISTERED  OFFICE.  The  registered  office  of  the
Corporation  in  the  State  of  Delaware  shall  be  in   the  City  of  Dover,
County of Kent.

      SECTION 2. OTHER OFFICES.  The  Corporation  may also have offices at such
other  places,  both within and outside the state of  Delaware,  as the board of
directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

      SECTION 1. TIME AND PLACE. A meeting of  stockholders  for any purpose may
be held at such time and place,  within or  outside  the state of  Delaware,  as
shall be stated in the  notice of the  meeting or in a duly  executed  waiver of
notice thereof.

      SECTION 2. ANNUAL MEETINGS.  Annual meetings of  stockholders,  commencing
with the 1985,  shall be held on the second  Monday of  September if not a legal
holiday,  or if a legal holiday,  then on the following business day, at 10 a.m.
local time, or at such other date and time as shall be  designated  from time to
time by the board of directors and stated in the notice of the meeting, at which
the  stockholders  shall  elect a board of  directors  and  transact  such other
business as may properly come before the meeting.

      SECTION 3. SPECIAL  MEETINGS.  Special meetings of  stockholders,  for any
purpose or purposes, unless otherwise prescribed by law or by the certificate of
incorporation,  may be  called  by the  president  and  shall be  called  by the
president  or  secretary  at the  request in writing of a majority  of the whole
board of  directors,  or at the  request  in writing  of  stockholders  owning a
majority of the capital  stock of the  Corporation  outstanding  and entitled to
vote. Such request shall state the purpose or purposes of the proposed  meeting.
Business  transacted at any special meeting of stockholders  shall be limited to
the purposes stated in the notice.

      SECTION 4. NOTICE. Written notice of a meeting, annual or special, stating
the place,  date and hour of the meeting,  and the purpose or purposes for which
the meeting is called,  shall be given to each  stockholder  entitled to vote at
such  meeting,  not less  than ten nor more  than  sixty  days,  or if a vote of
stockholders on a merger or  consolidation  is one of the stated purposes of the
meeting,  not less than twenty nor more than sixty days,  before the date of the
meeting.

                                       1
<PAGE>

      SECTION  5.  STOCKHOLDER  LIST.  The  officer  who has charge of the stock
ledger of the  Corporation  shall  prepare or cause to be prepared and make,  at
least ten days before  every  meeting of  stockholders,  a complete  list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order and
showing the address of each  stockholder and the number of shares  registered in
the name of each stockholder.  Such list shall be open to the examination of any
stockholder,  for any purpose germane to the meeting,  during ordinary  business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held,  which place shall be specified
in the notice of the meeting,  or, if not so  specified,  at the place where the
meeting is to be held.  The list shall also be produced and kept at the time and
place of the meeting  during the whole time  thereof and may be inspected by any
stockholder who is present.

      SECTION 6. QUORUM.  The holders of a majority of the stock outstanding and
entitled  to vote  thereat,  present in person or  represented  by proxy,  shall
constitute  a quorum at any  meeting  of  stockholders  for the  transaction  of
business,  except  as  otherwise  required  by  law  or by  the  certificate  of
incorporation. If, however, such quorum shall not be present or represented at a
meeting of stockholders,  the stockholders entitled to vote thereat,  present in
person or represented by proxy, shall have the power to adjourn the meeting from
time to time,  without notice other than  announcement  at the meeting,  until a
quorum shall be present or  represented.  At such  adjourned  meeting at which a
quorum shall be present or  represented,  any business may be  transacted  which
might  have been  transacted  at the  meeting  as  originally  notified.  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 7.  REQUIRED  VOTE.  Each election of directors or others shall be
determined by a plurality vote,  and, except as otherwise  required by law or by
the certificate of  incorporation,  each other matter shall be determined by the
affirmative vote of a majority of the shares present in person or represented by
proxy.

      SECTION 8. VOTING.  Unless otherwise required by law or by the certificate
of incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the  capital  stock
having  voting  power held by such  stockholder,  but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

                                       2
<PAGE>

      SECTION 9. ACTION BY WRITTEN  CONSENT.  Unless  otherwise  provided in the
certificate of  incorporation,  any action required to be taken at any annual or
special meeting of  stockholders,  or any action that may be taken at any annual
or special  meeting of  stockholders,  may be taken  without a meeting,  without
prior  notice and  without a vote,  if a consent 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.

                                   ARTICLE III

                                    DIRECTORS

      SECTION 1. NUMBER AND TERM. The number of directors that shall  constitute
the whole board shall be six.  Directors  shall be elected at annual meetings of
stockholders, except as provided in section 2 of this article, and each director
shall hold office  until a  successor  is elected  and  qualified  or until that
director's earlier resignation or removal. Directors need not be stockholders.

      SECTION  2.  VACANCIES.  Except  as  otherwise  required  by law or by the
certificate of incorporation, any vacancy on the board of directors, including a
newly-created directorship, may be filled by a majority of the directors then in
office,  although  less  than  a  quorum,  or  by  a  sole  remaining  director.
Notwithstanding  the  foregoing,  if any of the directors of the  Corporation in
office  (i)  immediately  following  the  distribution  to  stockholders  of the
Corporation  on a  share-for-share  basis of all of the  outstanding  shares  of
Medicus  Systems  Software,  Inc.  (the  "Distribution"),  and (ii) prior to the
mergers of  wholly-owned  subsidiaries  of the  Corporation  into  Managed  Care
Solutions,  Inc., Ventana Health Systems, Inc. and Arizona Health Concepts, Inc.
(the  "Mergers"),  shall  cease  for any  reason to serve as a  director  of the
Corporation at any time prior to the next annual meeting of  stockholders of the
Corporation  following  the  effective  date of the Mergers,  then the resulting
vacancy  shall be filled by a  majority  of the  directors  referred  to in this
sentence then serving as directors. If there are no directors in office, then an
election of directors may be held in the manner provided by law.

      SECTION 3. POWERS.  The business and affairs of the  Corporation  shall be
managed by or under the direction of the board of directors,  which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the certificate of incorporation or by these bylaws directed or
required to be exercised or done by the stockholders.

      SECTION 4.  PLACE OF MEETINGS.  The board of directors of the  Corporation
may hold  meetings,  both  regular  and  special, either  within  or outside the
state of Delaware.

                                       3
<PAGE>

      SECTION 5. REGULAR  MEETINGS.  A regular meeting of the board of directors
shall be held without other notice than this bylaw immediately  following and at
the same place as the annual meeting of stockholders.  In the event such meeting
is not held at the time and  place  specified  in the  preceding  sentence,  the
meeting  may be held at such  time and place as shall be  specified  in a notice
given as hereinafter  provided for special  meetings of the board or as shall be
specified  in written  waivers  signed by all of the  directors.  Other  regular
meetings of the board may be held without  notice at such time and at such place
as shall from time to time be determined by the board.

      SECTION 6. SPECIAL  MEETINGS.  Special  meetings of the board of directors
may be held by the  president  and shall be called by the president or secretary
on the written  request of two directors,  on two days' notice to each director,
either personally or by mail or by telegram.

      SECTION 7. QUORUM.  At any meeting of the board of directors a majority of
the whole board of directors  shall  constitute a quorum for the  transaction of
business,  and the act of a majority of the directors  present at any meeting at
which there is a quorum  shall be the act of the board of  directors,  except as
otherwise  required by law or by the certificate of  incorporation.  If there is
not a quorum at a meeting of the board, a majority of the directors  present may
adjourn the meeting from time to time without further notice.

      SECTION 8. ACTION BY WRITTEN CONSENT.  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 of any  committee  thereof
may be taken without a meeting, if all members of the board or committee, as the
case may be,  consent  thereto in writing and the writing or writings  are filed
with the minutes of proceedings of the board or committee.

      SECTION 9. PARTICIPATION WITH COMMUNICATIONS  EQUIPMENT.  Unless otherwise
restricted  by law or by the  certificate  of  incorporation  or  these  bylaws,
members of the board of directors,  or of any committee  designated by the board
of directors,  may participate in a meeting of the board of directors, or of any
committee, by conference telephone or similar communications  equipment by means
of which all persons participating in the meeting can hear each other.

      SECTION  10.  COMMITTEES  OF  DIRECTORS.  The board of  directors  may, by
resolution  passed by a  majority  of the  whole  board,  designate  one or more
committees,  each  committee  to consist of one or more of the  directors of the
Corporation.  The board may designate one or more directors as alternate members
of any  committee,  who may  replace  any absent or  disqualified  member at any
meeting of the committee.  In the absence or  disqualification  of a member of a
committee,  the  member  or  members  thereof  present  at any  meeting  and not
disqualified  from voting,  whether or not he or they  constitute a quorum,  may
unanimously  appoint  another  member  of the board of  directors  to act at the
meeting in the place of any such absent or disqualified member.

                                       4
<PAGE>

      Any such committee,  to the extent provided in the resolution of the board
of directors, shall have and may exercise all of the powers and authority of the
board  of  directors  in the  management  of the  business  and  affairs  of the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers which may require the seal; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's  property and
assets,  recommending to the  stockholders a dissolution of the Corporation or a
revocation of a  dissolution,  or amending the bylaws of the  Corporation;  and,
unless the resolution or the certificate of incorporation  expressly so provide,
no such committee  shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  Such  committee or committees  shall have such
name or names as may be determined  from time to time by  resolution  adopted by
the board of directors.

      SECTION 11. MINUTES OF MEETINGS. Each committee shall keep regular minutes
of its meetings and shall furnish them to the board of directors when required.

      SECTION 12. COMPENSATION OF DIRECTORS.  Unless otherwise restricted by the
certificate of incorporation, the board of directors shall have the authority to
fix the compensation of directors.  The receipt of such  compensation  shall not
preclude any director  from serving the  Corporation  in any other  capacity and
receiving compensation  therefor.  Members of special or standing committees may
be allowed like compensation for attending committee meetings. The directors may
be reimbursed  for any expenses of attending  meetings of the board of directors
and of committees of the board.

                                   ARTICLE IV

                                     NOTICES

      SECTION 1. METHOD OF GIVING NOTICE.  Whenever,  under any provision of the
statutes or of the certificate of  incorporation  or of these bylaws,  notice is
required to be given to any director or  stockholder,  it shall not be construed
to mean  personal  notice,  but such  notice may be given in  writing,  by mail,
addressed  to such  director  or  stockholder,  at that  person's  address as it
appears on the records of the  Corporation,  with postage thereon  prepaid,  and
such notice shall be deemed to be given at the time the same is deposited in the
United States mail. Notice to directors may also be given by telegram.

      SECTION 2. WAIVER OF NOTICE. Whenever notice is required to be given under
any provision of law or of the certificate of  incorporation or of these bylaws,
a written  waiver of such  notice,  signed by the person or persons  entitled to
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to such notice.  Attendance of a person at a meeting shall constitute
a waiver of notice of such meeting,  except when the person  attends the 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.

                                       5
<PAGE>

                                    ARTICLE V

                                    OFFICERS

      SECTION 1. OFFICERS.  The officers of the Corporation  shall be elected by
the board of directors and shall be a chairman, a president, a vice-president, a
secretary  and a  treasurer.  In  addition,  the  board of  directors  may elect
additional  vice-presidents,  and one or more assistant  secretaries,  assistant
treasurers and other subordinate officers.  Any number of offices may be held by
the same  person,  unless  the  certificate  of  incorporation  or these  bylaws
otherwise provide.

      SECTION 2. ANNUAL  ELECTION.  The board of directors at its first  meeting
after each annual meeting of stockholders  shall elect a president,  one or more
vice-presidents,  a secretary and a treasurer. If the election of officers shall
not be held at such meeting,  such election shall be held as soon  thereafter as
conveniently may be.

      SECTION 3.  ADDITIONAL  OFFICERS.  The board of directors may appoint such
other  officers  and  agents as it shall  deem  necessary,  who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board.

      SECTION 4.  COMPENSATION OF OFFICERS.  The  compensation  of  all officers
and  agents of the  Corporation  shall  be  fixed  by  or  under  the  directio
of the board of directors.

      SECTION 5. TERM OF OFFICE AND  VACANCY.  Each  officer  shall hold  office
until a  successor  is  chosen  and  qualifies  or until the  officer's  earlier
resignation  or  removal.  Any  officer  elected  or  appointed  by the board of
directors  may be removed  at any time by the board of  directors.  Any  vacancy
occurring  in any  office  of the  Corporation  shall be  filled by the board of
directors.

      SECTION 6. CHAIRMAN.  The Chairman(a) shall be the chief executive officer
of the  corporation,  (b) shall preside at all meetings of the  stockholders and
the board of  directors,  (c) shall have  general and active  management  of the
business  and  affairs  of the  corporation,  (d) shall see that all  orders and
resolutions of the board of directors are carried into effect and (e) shall have
the power to  execute  bonds,  mortgages  and other  contracts,  agreements  and
instruments,  except where  required or permitted by law to be otherwise  signed
and  executed or where the  signing and  execution  thereof  shall be  expressly
delegated  by the  board of  directors  to some  other  officer  or agent of the
corporation.

                                       6
<PAGE>

      SECTION  7.  PRESIDENT.  The  President  (a) shall be the chief  operating
officer of the corporation, (b) shall report to the Chairman of the corporation,
(c) shall have general and active  management of the business and affairs of the
Corporation,  (d) shall see that all orders of the Chairman and  resolutions  of
the board of  directors  are carried into effect and (e) shall have the power to
execute bonds, mortgages and other contracts, agreements and instruments, except
where required or permitted by law to be otherwise  signed and executed or where
the signing and execution  thereof shall be expressly  delegated by the board of
directors to some other officer or agent of the  Corporation.  In the absence of
the Chairman, the President shall perform the duties of the Chairman and when so
acting shall have all the powers of and be subject to all the restrictions  upon
the Chairman.  The President shall perform such other duties and have such other
powers  as the  board  of  directors  or the  Chairman  may  from  time  to time
prescribe.

      SECTION 8.  VICE-PRESIDENTS.  In the  absence of the  president  or in the
event of the disability of the  president,  the  vice-president  (or if there be
more than one, the vice-presidents in the order designated, or in the absence of
any designation,  then in the order of their most recent election) shall perform
the duties of the  president and when so acting shall have all the powers of and
be subject to all the restrictions upon the president.  The vice-president shall
perform  such other  duties and have such other powers as the board of directors
or the president may from time to time prescribe.

      SECTION  9.  GENERAL   COUNSEL.   The  General  Counsel  shall  serve  the
Corporation  in the capacity of general  counsel and general  legal  adviser and
shall  perform  such other  duties  and have such  other  powers as the board of
directors or the chairman may from time to time prescribe.

      SECTION 10. SECRETARY.  The secretary shall (a) attend all meetings of the
board of directors  and all meetings of the  stockholders  and record all of the
proceedings of the meetings of the board of directors and of the stockholders in
a book to be kept for that  purpose  and perform  like  duties for the  standing
committees when required,  (b) give, or cause to be given, notice of all special
meetings of the board of directors and all meetings of the  stockholders and (c)
shall  perform such other duties as may be  prescribed by the board of directors
or the president,  under whose supervision he shall be. The secretary shall have
custody  of the  corporate  seal of the  Corporation  and the  secretary,  or an
assistant  secretary,  shall  have  authority  to  affix  it to  any  instrument
requiring  the  seal,  and when so  affixed,  the seal  may be  attested  by the
signature of such officer.  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 signature.

      SECTION 11. ASSISTANT SECRETARIES. The assistant secretary (or if there be
more than one, the assistant secretaries in the order determined by the board of
directors, or if there be no such determination, then in the order of their most
recent election or appointment) shall, in the absence of the secretary or in the
event of the  disability of the  secretary,  perform the duties and exercise the
powers of the  secretary and shall perform such other duties and have such other
powers  as the  board  of  directors  or the  president  may  from  time to time
prescribe.

                                       7
<PAGE>

      SECTION  12.  TREASURER.  The  treasurer  shall  (a) have  custody  of the
corporate funds and securities,  (b) keep full and accurate accounts of receipts
and disbursements in books belonging to the Corporation,  (c) 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,  (d) disburse
the funds of the Corporation as may be ordered by the board of directors, taking
proper  vouchers for such  disbursements,  (e) render to the  president  and the
board of directors,  at its regular meetings,  or when the board of directors so
requests,  an  account  of all  the  transactions  of the  treasurer  and of the
financial  condition  of the  Corporation,  (f) if  requested  by the  board  of
directors,  give the Corporation a bond (which shall be renewed every six years)
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 office and for
the  restoration  to  the  Corporation,  in  case  of  the  death,  resignation,
retirement  or removal  from  office of the  treasurer,  of all  books,  papers,
vouchers,  money and other  property of whatever kind in his possession or under
his control belonging to the Corporation,  and (g) perform such other duties and
have such other powers as the board of directors or the  president may from time
to time prescribe.

      SECTION 13.  ASSISTANT  TREASURERS.  The assistant  treasurer (or if there
shall be more than one, the assistant  treasurers in the order determined by the
board of directors,  or if there be no such determination,  then in the order of
their  most  recent  election  or  appointment)  shall,  in the  absence  of the
treasurer or in the event of the disability of the treasurer, perform the duties
and exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors or the  president may from time
to time prescribe.

      SECTION  14.  VICE  CHAIRMAN.  The vice  chairman,  in the  absence of the
chairman, shall preside at all meetings of stockholders and directors, and shall
have the  general  powers and duties of  supervision  of the  management  of the
business and affairs of the Corporation and its officers and agents.


                                   ARTICLE VI

                               STOCK CERTIFICATES

      SECTION 1. RIGHT OF HOLDER TO  CERTIFICATE.  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 chairman,  the president or a  vice-president  and the
treasurer or an assistant treasurer,  or the secretary or an assistant secretary
of the  Corporation,  certifying the number of shares owned by the holder in the
Corporation.

      SECTION  2.  FACSIMILE  SIGNATURES.  Any or all of the  signatures  on the
certificate  may be facsimile.  In the event any officer who has signed or whose
facsimile  signature has been placed upon a certificate  shall have ceased to be
such officer before such certificate is issued, the certificate may be issued by
the  Corporation  with the same effect as if he were such officer at the date of
issue.

                                       8
<PAGE>

      SECTION  3. LOST  CERTIFICATES.  The board of  directors  may direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore  issued by the Corporation  alleged to have been lost,
stolen or destroyed,  upon the making of an affidavit of that fact by the person
claiming  the  certificate  of stock  to be  lost,  stolen  or  destroyed.  When
authorizing  such issuance of a new  certificate or  certificates,  the board of
directors may, in its  discretion  and as a condition  precedent to the issuance
thereof,  require the owner of such lost,  stolen or  destroyed  certificate  or
certificates, or the legal representation of the owner, to advertise the same in
such manner as it shall require or to give the Corporation a bond in such sum as
it may  direct as  indemnity  against  any claim  that may be made  against  the
Corporation in connection with the certificate alleged to have been lost, stolen
or destroyed, or both.

      SECTION 4. REGISTRATION OF TRANSFERS. Upon surrender to the Corporation or
the transfer agent of the  Corporation of a certificate for shares duly endorsed
or  accompanied by proper  evidence of  succession,  assignation or authority to
transfer, the Corporation or its transfer agent shall issue a new certificate to
the  person  entitled  thereto,  cancel  the  old  certificate  and  record  the
transaction upon its stock records.

      SECTION 5. 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 to express consent to corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the board of directors may fix, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such  meeting,   nor  more  than  sixty  days  prior  to  any  other  action.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

      SECTION 6. REGISTERED  STOCKHOLDERS.  The Corporation shall be entitled to
recognize the exclusive right of a person registered in its stock records as the
owner of shares to receive  dividends,  and to vote as such  owner,  and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
or interest in such shares or shares on the part of any other person, whether or
not it shall have express or other notice thereof,  except as otherwise required
by law.

                                       9
<PAGE>

                                   ARTICLE VII

                                OTHER PROVISIONS

      SECTION 1. DIVIDENDS. Dividends upon the capital stock of the Corporation,
subject to the provisions of the  certificate of  incorporation,  if any, may be
declared by the board of directors at any regular or special  meeting,  pursuant
to law.  Dividends  may be paid in cash,  in  property,  or in shares of capital
stock,  subject  to the  provisions  of the  certificate  of  incorporation  and
requirements of law.

      SECTION 2. SIGNATURES ON CHECKS AND NOTES. All checks or demands for money
and notes of the Corporation shall be signed by such officer or officers or such
other  person  or  persons  as the  board of  directors  may  from  time to time
designate.

      SECTION   3.    FISCAL  YEAR.    The   fiscal   year  of  the  Corporation
shall end on the last day of May.

      SECTION 4. SEAL.  The corporate  seal shall be inscribed  with the name of
the Corporation and the words  "Corporate  Seal" and "Delaware." The seal may be
used by causing it or a facsimile  thereof to be  impressed or affixed or in any
other manner reproduced.

      SECTION 5. INDEMNIFICATION OF DIRECTORS,  OFFICERS AND OTHERS. Each person
who is or was a director or officer of the  Corporation  or a subsidiary  of the
Corporation  and  each  person  who  serves  or  served  at the  request  of the
Corporation  as a director of officer (or  equivalent)  of another  Corporation,
partnership, joint venture, trust or other enterprise (and the heirs, executors,
administrators  and estates of any such  persons),  shall be  indemnified by the
Corporation in accordance  with,  and to the fullest  extent  authorized by, the
provisions  of the  General  Corporation  Law of the State of Delaware as it may
from  time to time be  amended,  except  as to any  action,  suit or  proceeding
brought by or on behalf of the  director or officer of the  Corporation  without
prior approval of the board of directors.  Each person who is or was an employee
or agent of this  Corporation,  and each  person  who serves or has served as an
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, may be similarly indemnified at the discretion of the board of
directors.  The  indemnification  provided by this Section 5 shall not be deemed
exclusive of any other rights to which a person seeking  indemnification  may be
entitled  under any bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office. The Corporation shall have
power to purchase and maintain insurance on behalf of 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  liability  asserted  against  him and  incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the Corporation
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of this bylaw or the Delaware General Corporation Law.

                                       10
<PAGE>

                                  ARTICLE VIII

                                   AMENDMENTS

      These  bylaws may be altered,  amended or  repealed  and new bylaws may be
adopted by the  stockholders  or by the board of  directors,  when such power is
conferred upon the board of directors by the  certificate of  incorporation,  at
any regular  meeting of the  stockholders or of the board of directors or at any
special  meeting of the  stockholders  or of the board of directors if notice of
such  alteration,  amendment,  repeal or adoption of new bylaws was contained in
the notice of such special meeting.

                                       11