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                                                                    EXHIBIT 3(b)

                          AMENDED AND RESTATED BYLAWS

                                       OF

                            THREE-FIVE SYSTEMS, INC.
                             A DELAWARE CORPORATION

                              DATED APRIL 24, 1997
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                          AMENDED AND RESTATED BYLAWS
                                       OF
                            THREE-FIVE SYSTEMS, INC.

                                   ARTICLE I
                                    OFFICES

     SECTION 1.1  PRINCIPAL OFFICE.  The registered office of THREE-FIVE
SYSTEMS, INC. (the "Corporation") shall be 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's
registered agent is The Corporation Trust Company.

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

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     SECTION 2.1  PLACE OF MEETINGS.  Meetings of stockholders shall be held at
the place, within or without the State of Delaware, as shall be designated from
time to time by the board of directors.

     SECTION 2.2  ANNUAL MEETINGS.  Annual meetings of stockholders shall,
unless otherwise provided by the board of directors, be held on the first
Wednesday in May of each calendar year, if not a legal holiday, and if a legal
holiday, then on the next full business day following, at 10:00 a.m., at which
time they shall elect aboard of directors and transact the other business as may
properly be brought before the meeting.

     SECTION 2.3  BUSINESS CONDUCTED AT ANNUAL MEETINGS.

     (a) Notwithstanding anything in these Amended and Restated Bylaws to the
contrary, no business shall be conducted at an annual meeting of the
stockholders except in accordance with the procedures hereinafter set forth in
this Section 2.3; provided, however, that nothing in this Section 2.3 shall be
deemed to preclude discussion by any stockholder of any business properly
brought before the annual meeting in accordance with said procedures.

     (b) At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (i) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the board
of directors, (ii) otherwise properly brought before the meeting by or at the
direction of the board of directors, or (iii) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be received at the principal executive offices of the
Corporation (1) not less than 60 days in advance of such meeting if such meeting
is to be held on a day which is within 30 days preceding the anniversary of the
previous year's annual meeting, or 90 days in advance of such meeting if such
meeting is to be held on or after the anniversary of the previous year's annual
meeting, and (2) with respect to any other annual meeting of stockholders, on or
before the close of the business on the 15th day following the date (or the
first date, if there be more than one) of public disclosure of the date of such
meeting. For purposes of this Section, the date of public disclosure of the
meeting shall
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include, but not be limited to, the date on which disclosure of the date of the
meeting is made in a press release reported by the Dow Jones News Services,
Associated Press, or comparable national news service, or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) (or the rules and regulations thereunder) of the
Securities Exchange Act of 1934, as amended. A stockholder's notice to the
secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (A) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (B) the name, age and business and residential address,
as they appear on the Corporation's records, of the stockholder proposing such
business, (C) the class and number of shares of the Corporation that are
beneficially owned by the stockholder, and (D) any material interest of the
stockholder in such business. Notwithstanding anything in these Amended and
Restated Bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth herein.

     (c) The date and time of the opening and closing of the polls for each
matter upon which the stockholders will vote at an annual meeting shall be
announced at the meeting by the person presiding over the meeting. The board of
directors of the Corporation may, to the extent not prohibited by law, adopt by
resolution such rules and regulations for the conduct of the meetings of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the board of directors, the
chairman of any meetings of stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all acts as, in the
judgment of such chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations and procedures, whether adopted by the board of
directors or prescribed by the chairman of the meeting, may, to the extent not
prohibited by law, include, without limitation, the following: (i) the
establishment of an agenda or order of business for the meeting; (ii) the rules
and procedures for maintaining order at the meeting and the safety of those
present; (iii) limitations on attendance at or participation in the meeting to
stockholders of record of the Corporation, the duly authorized and constituted
proxies for such other persons as the chairman of the meeting shall determine;
(iv) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (v) limitations on the time allotted to questions or
commencements by participants. Unless and to the extent determined by the board
of directors or the chairman of the meeting, meetings of the stockholders will
not be required to be held in accordance with the rules of parliamentary
procedure.

     (d) The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 2.3, and if
he or she should so determine, he or she shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.

     SECTION 2.4  NOMINATIONS FOR DIRECTORS.

     (a) Notwithstanding anything in these Amended and Restated Bylaws to the
contrary, only persons who are nominated in accordance with the procedures
hereinafter set forth in this Section 2.4 shall be eligible for election as
directors of the Corporation.

     (b) Nomination of persons for election to the board of directors of the
Corporation may be made by the board of directors or a committee appointed by
the board of directors or by any stockholder entitled to vote in the election of
directors generally. However, any stockholder entitled to vote in the election
of directors generally may nominate one or more persons for election as a
director at a meeting only if timely written notice of such stockholder's intent
to make such nomination or

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nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation. To be timely, a
stockholder's notice must be received by the principal executive offices of the
Corporation: (i) not less than 60 days in advance of such meeting if such
meeting is to be held on a date that is within 30 days of the anniversary of the
previous year's annual meeting, or 90 days in advance of such meeting if such
meeting is to be held on or after the anniversary of the previous year's
previous meeting and (ii) with respect to any other annual meeting of
stockholders, on or before the close of business on the 15th day following the
date (or the first date, if there be more than one) of public disclosure of the
date of such meeting. For the purposes of this Section, the date of public
disclosure of the meeting shall include, but shall not be limited to, the date
on which disclosure of the date of the meeting is made in a press release
reported by the Dow Jones News Services, Associated Press, or comparable
national news service, or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) (or
the rules and regulations thereunder) of the Securities Exchange Act of 1934, as
amended. Each notice shall set forth: (A) the name, age and business and
residential address of the stockholder who intends to make the nomination of the
person or persons to be nominated; (B) a representation that the stockholder is
a holder of records of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (C) a description of all arrangements
or understandings between the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (D) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or intended
to be nominated, by the board of directors; and (E) the written consent of each
nominee to serve as directors of the Corporation if so elected. The chairman of
the meeting shall refuse to acknowledge any nomination of any person not made in
compliance with the foregoing procedure.

     SECTION 2.5  SPECIAL MEETINGS.

     (a) Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by the chairman of the board of directors
or by the board of directors. Special meetings of the stockholders of the
Corporation may not be called by any other person or persons.

     (b) At any time, upon written request to the secretary of the Corporation
by any person or persons authorized to call a special meeting of stockholders,
which written request shall state the purposes for the special meeting, the
secretary of the Corporation shall set the place, date and time of the special
meeting and shall deliver notice of the special meeting in accordance with
section 2.6 hereof. If the secretary fails to set the place, date and time of
the meeting or deliver the notice, the person calling the meeting may do so.

     (c) Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

     (d) The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a special meeting shall be
announced at the meeting by the person presiding over the meeting. The board of
directors of the Corporation may to the extent not prohibited by law adopt by
resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the board of directors, the
chairman of any meeting of stockholders shall have the right and authority to
prescribe such
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rules, regulations and procedures and to do all such acts as, in the judgment
of such chairman, are appropriate for the proper conduct of the meeting. Such
rules, regulations or procedures, whether adopted by the board of directors or
prescribed by the chairman of the meeting, may to the extent not prohibited by
law include, without limitation, the following: (i) the establishment of an
agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (iv) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(v) limitations on the time allotted to questions or comments by participants.
Unless, and to the extent determined by the board of directors or the chairman
of the meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

     SECTION 2.6  NOTICE AND PURPOSE OF MEETINGS; WAIVER.

     (a) Written notice stating the place, date and time of meetings of
stockholders and, in case of a special meeting of stockholders, the purpose or
purposes for which the meeting is called, shall be delivered to each stockholder
of record entitled to vote at the meeting at his or her address of record, at
least 10 but not more than 60 days prior to the date of the meeting. If mailed,
the notice shall be deemed to be delivered when deposited in the United States
mail, postage prepaid, directed to the stockholder at his or her address as it
appears on the records of the Corporation.

     (b) No action taken at any meeting of stockholders shall be void because
the action was not specified as a purpose of the meeting in the applicable
notice of the meeting provided the meeting is not a special meeting and if, in
the notice of the meeting, it is stated that the purpose of the meeting shall
also be to consider all other matters that could properly be brought before the
meeting.

     SECTION 2.7  VOTING LIST, RIGHT TO EXAMINE.  The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least 10 days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order with the address
of and the number of voting shares registered in the name of each. The list
shall be open for 10 days to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of meeting, or, if not so specified, at the place where the meeting is to
be held, and shall 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 2.8  ADJOURNMENTS.  Any meeting of stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
reconvened meeting the Corporation may transact any business that might have
been transacted at the original meeting. If the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for the reconvened
meeting, a notice of the reconvened meeting shall be given to each stockholder
of record entitled to vote at the meeting.

     SECTION 2.9  QUORUM.  Except as otherwise provided by law, the Certificate
of Incorporation or these Amended and Restated Bylaws, at each meeting of
stockholders the presence in person or by proxy of the holders of shares of
stock having a majority of the votes that could be cast by the holders of all
outstanding shares of stock entitled to vote at the meeting shall be necessary
and sufficient to constitute a quorum. If, however, the quorum shall not be
present or represented at any meeting of the

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stockholders, the stockholders entitled to vote thereat, present in person or
by represented by proxy, shall have power to adjourn the meeting from time to
time in the manner provided in Section 2.8 hereof without notice other than the
announcement at the meeting that the adjournment is not for more than 30 days
and a new record date is not fixed for the adjourned meeting, until a quorum be
present or represented. If a quorum shall be present or represented at the
adjourned meeting, any business may be transacted that might have been
transacted at the original meeting. Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the Corporation to vote stock, including but not limited to its own
stock held by it in a fiduciary capacity.

     SECTION 2.10.  ORGANIZATION.

     (a) The chairman of the board, or in his or her absence the president, or
in their absence any corporate vice president, shall call to order meetings of
stockholders and shall act as chairman of such meetings. The board of directors
or, if the board fails to act, the stockholders may appoint any stockholder,
director or officer of the Corporation to act as chairman of any meeting in the
absence of the board, the president, and all corporate vice presidents.

     (b) The secretary of the Corporation shall act as secretary of all meetings
of stockholders, but, in the absence of the secretary, the chairman of the
meeting may appoint any other person to act as secretary of the meeting.

     SECTION 2.11  VOTING.

     (a) When a quorum is present at any meeting, the affirmative vote of the
holders of shares of stock having a majority of the votes that could be cast by
the holders of all shares of stock entitled to vote that are present at such
meeting, either in person or by proxy, shall decide any question brought before
the meeting, unless the question is one upon which by express provision of the
statutes, the Certificate of Incorporation or these Amended and Restated Bylaws
a different vote is required, in which case the express provision shall govern
and control the decision of the question.

     (b) Subject to the provisions of the Certificate of Incorporation, each
stockholder entitled to vote at any meeting of stockholders shall be entitled to
one vote for each share of the capital stock having voting power held by the
stockholder.

     (c) Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for him or her by proxy, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A
stockholder may revoke any proxy that is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date with the secretary of
the Corporation.

     (d) The vote on any matter, including the election of directors, need not
be by written ballot.

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     SECTION 2.12  INSPECTORS OF ELECTION.

     (a) Before any meeting of stockholders, the board of directors may appoint
Inspectors of election, who need not be stockholders, to act at that meeting or
any adjournment thereof. If inspectors of election are not so appointed, the
chairman of the meeting shall appoint inspectors of election upon the demand of
any stockholder or his or her proxy present at the meeting and before voting
begins. The number of inspectors of election shall be either one, or, upon
demand of a stockholder, three, as to be determined in the case of Inspectors of
election appointed by a vote of the majority of the shares of the voting common
stock of the Corporation present and entitled to vote at the meeting, whether in
person or by proxy. If there are three inspectors of election, the decision, act
or certification of a majority of those inspectors shall be effective in all
respects as the decision, act or certification of all.

     (b) No person who is a candidate for an office to which the election
relates may act as an inspector of election.

     (c) In case any person appointed as an Inspector of election fails to
appear or fails or refuses to act, the vacancy may be filled by appointment made
by the board of directors before the meeting is convened, or by the chairman of
the meeting during a meeting.

     (d) If inspectors of election are appointed pursuant to this Section 2.12,
they shall determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, the
authenticity, and the validity and effect of proxies. The inspectors of election
shall also receive votes or ballots, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes, determine the result, and do those other acts as may be
proper to conduct and tally the vote or election with fairness to all
stockholders.

     (e) On request of the chairman of the meeting or of any stockholder or his
or her proxy, the inspectors of election shall make a report in writing of any
challenge or question or matter determined by them, and execute a certificate
setting forth any fact found by them.

     SECTION 2.13  CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.  No action that
is required or permitted to be taken by the stockholders of the Corporation at
any annual or special meeting of stockholders may be effected by written consent
of stockholders in lieu of a meeting of stockholders, unless the action to be
effected by written consent of stockholders and the taking of such action by
such written consent have expressly been approved in advance by the board of
directors.

                                  ARTICLE III
                                BOARD OF DIRECTORS

     SECTION 3.1  POWERS.  The business and affairs of the Corporation shall be
managed by or under the direction of its board of directors which shall exercise
all the powers of the Corporation and do all the lawful acts and things as are
not by statute or by the certificate of incorporation or by these Amended and
Restated Bylaws directed or required to be exercised or done by the
stockholders.


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     SECTION 3.2  NUMBER, TERM OF OFFICE AND VACANCIES.

     (a) Subject to the provisions of the Certificate of Incorporation, the
board of directors shall consist of not fewer than three nor more than 15
members. The directors shall be elected at the annual meeting of stockholders,
except as provided in this Section 3.2(b), and each director shall hold office
until his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any director may resign at any time upon written notice
to the Corporation. Directors need to be stockholder.

     (b) Except as otherwise provided for or fixed pursuant to the Certificate
of Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled only by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum. No decrease in the number of directors constituting
the board of directors shall shorten the term of any incumbent director.

     (c) Except as otherwise provided for or fixed pursuant to the Certification
of Incorporation, any director or the center board of directors may be removed
from office at any time, but only for cause and only by the affirmative vote of
66 2/3 percent or more of the total voting power of the then outstanding capital
shares of stock of the Corporation entitled to vote generally in the election of
directors voting together as a single class.

     SECTION 3.3  ANNUAL ORGANIZATIONAL MEETING.  The first meeting of each
newly elected board of directors shall be held within 30 days after the
adjournment of the annual meeting of stockholders. No notice of the meeting
shall need be given to the directors in order legally to constitute the meeting,
provided a quorum shall be present and provided the organizational meeting is
held generally at the time and at the place of the meeting of stockholders at
which the board of directors were elected. In the event the meeting is not so
held, the meeting may be held at the time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the board of
directors.

     SECTION 3.4  REGULAR AND SPECIAL MEETINGS.  The board of directors of the
Corporation or any committee thereof may hold meetings, both regular and
special, either within or without the State of Delaware. Regular meetings of the
board of directors may be held without notice at the time and at the place as
shall from time to time be determined by the board of directors. Special
meetings of the board of directors may be called by the chairman of the board of
directors or the president, and the president or secretary shall call a special
meeting upon the request of any two directors. Notice may be given personally,
by telephone, facsimile, first class mail or telegram. If given personally, by
telephone, facsimile or telegram, the notice shall be given at least 24 hours
prior to the meeting. Notice may be given by mail if it is mailed at least five
days before the meeting. The notice need not specify the business to be
transaction.

     SECTION 3.5  QUORUM; INTERESTED DIRECTORS.

     (a) At meetings of the board of directors, a majority of the directors
shall constitute a quorum for the transaction of business and, except as set
forth in the Certificate of Incorporation or in these Amended and Restated
Bylaws, 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. If a quorum shall
not be present at any meeting of the board of directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.


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     (b) No contract or transaction shall be void or voidable solely because the
contract or transaction is between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest;
nor shall any contract or transaction be void or voidable solely because the
director or officer is present at or participates in the meeting of the board of
directors or committee thereof which authorizes the contract or transaction, or
solely because his, her or their votes are counted for the purpose, if:

          (i) The material facts as to his or her relationship or interest and
     as to the contract transaction are disclosed or are known to the board of
     directors or the committee, and the board of directors or committee in good
     faith authorizes the contract or transaction by the affirmative vote of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum;

          (ii) The material facts as to his or her relationship or interest and
     as to the contract or transaction are disclosed or are known to the
     stockholders entitled to vote thereon, and the contract or transaction is
     specifically approved in good faith by vote of the stockholders; or

          (iii) The contract or transaction is fair as to the Corporation as of
     the time it is authorized, approved or ratified, by the board of directors,
     a committee thereof, or the stockholders.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or of a committee which authorizes
the contract or transaction.

     SECTION 3.6  COMMITTEES.

     (a) The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees of the board of directors, each
committee to consist of one or more of the directors of the Corporation, which,
to the extent provided by law and in the resolution, shall have and may exercise
the powers of the board of directors in the management of the business and
affairs of the Corporation. The committee or committees shall have the name or
names as may be determined from time to time by resolution adopted by the board
of directors.

     (b) Unless the board of directors designates one or more directors as
alternate members of any committee, who may replace an absent or disqualified
member at any meeting of the committee, the members of any committee present at
any meeting and not disqualified from voting may, whether or not they constitute
a quorum, unanimously appoint another member of the board of directors to act at
the meeting in the place of any absent or disqualified member of the committee.
At meetings of any committee, a majority of the members or alternate members of
the committee shall constitute a quorum for the transaction of business and the
act of a majority of members or alternate members present at any meeting at
which there is a quorum shall be the act of the committee.

     (c) The committees shall keep regular minutes of their proceedings.

     SECTION 3.7  ACTION OF DIRECTORS IN LIEU OF MEETING.  Any action required
or permitted to be taken at any meeting of the board of directors or of any
committee thereof may be taken without a meeting if a written consent thereto is
signed by all members of the board or of the committee, as the case may be, and
the written consent is filed with the minutes of proceedings of the board or
committee.

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     SECTION 3.8  ATTENDANCE VIA TELECOMMUNICATIONS.  The members of the board
of directors or any committee thereof may participate in a meeting of the board
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. The participation shall constitute presence in person at the meeting
for purposes of determining a quorum and for voting.

     SECTION 3.9  COMPENSATION.  The directors may be paid their expenses of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No payment shall 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 reimbursement and compensation for
attending committee meetings.

                                   ARTICLE IV
                           NOTICE - WAIVERS - MEETINGS

     SECTION 4.1  NOTICE, WHAT CONSTITUTES.  Whenever written notice is required
to be given to any person under the provisions of the Certificate of
Incorporation, these Amended and Restated Bylaws, or the General Corporation Law
of the state of Delaware, as amended from time to time (the "GCL"), it may be
given to that person, either personally or by sending a copy thereof through the
mail, or by telegraph, charges prepaid, or by facsimile to his or her address
appearing on the books of the Corporation, or supplied by him or her in writing
to the Corporation for the purpose of notice. Except as otherwise expressly set
forth in the Certificate of Incorporation, these Amended and Restated Bylaws, or
the GCL, if the notice is sent by mail, it shall be deemed to have been given to
the person entitled thereto 48 hours after it is deposited in the United States
mail, postage prepaid, return receipt requested, or, if sent by telegraph, 24
hours after it is deposited with a telegraph office for transmission to the
person entitled thereto, or, if sent by facsimile, 12 hours after it has been
transmitted to the person, as the applicable case may be.

     SECTION 4.2  WAIVER OF NOTICE.

     (a) Whenever any written notice is required to be given under the
provisions of the Certificate of Incorporation, these Amended and Restated
Bylaws, or the GCL, as amended from time to time, a waiver thereof in writing,
signed by the person or persons entitled to the notice, whether before or after
the time stated herein, shall be deemed equivalent to the giving of the notice.

     (b) Attendance of a person (in the case of a stockholder, either in person
or by proxy) at any meeting shall constitute a waiver of notice of the meeting,
except when a person attends a meeting for the express purpose of objecting to
the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened.

                                   ARTICLE V
                                    OFFICERS

     SECTION 5.1  NUMBER, QUALIFICATIONS AND RESIGNATION.  The officers of the
Corporation shall be chosen by the board of directors at its first meeting, and
thereafter after each annual meeting of stockholders. The officers to be elected
shall include a president, a vice president, a secretary and a treasurer. The
board of directors may also choose a chief executive officer and one or more
vice presidents and additional officers or assistant officers as it may deem
advisable. Any number of offices may be held by the same person, except the
offices of president and secretary. Officers may, but need

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not, be directors or stockholders of the Corporation. The board of directors may
elect from its membership a chairman of the board of directors and a vice
chairman of the board of directors who shall be officers of the Corporation.

     SECTION 5.2  TERM OF OFFICE.  The officers of the Corporation shall hold
office at the pleasure of the board of directors. Each officer shall hold his or
her office until his or her successor is elected and qualified or until his or
her earlier resignation or removal. Any officer may resign at any time upon
written notice to the Corporation. Any officer elected or appointed by the board
of directors may be removed at any time by the board of directors, with or
without cause. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the board of directors.

     SECTION 5.3  SUBORDINATE OFFICERS, COMMITTEES AND AGENTS.  The board of
directors may elect any other officers and appoint any committees, employees or
other agents as it desires who shall hold their offices for the terms and shall
exercise the powers and perform the duties as shall be determined from time to
time by the board to be required by the business of the Corporation. The board
of directors may delegate to any officer or committee the power to elect
subordinate officers and retain or appoint employees or other agents.

     SECTION 5.4  THE PRESIDENT.  Unless the board of directors has designated a
chief executive officer pursuant to Section 5.10 hereof, the president shall be
the chief executive officer of the Corporation, shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the board of directors are carried into effect. The president
shall execute on behalf of the Corporation and may affix the seal or cause the
seal to be affixed to all instruments requiring the execution, except to the
extent the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the Corporation.

     SECTION 5.5  THE CORPORATE VICE PRESIDENT.  Vice presidents shall only be
officers of the Corporation if they are designated as corporate vice presidents.
Each corporate vice president shall (a) act under the direction of the president
and in the absence or disability of the president shall perform the duties and
exercise the powers of the president and (b) perform the other duties and have
the other powers as the president or the board of directors may from time to
time prescribe. The board of directors may designate one or more executive
corporate vice presidents or may otherwise specify the order of seniority of the
corporate vice presidents, and in that event, the duties and powers of the
president shall descend to the corporate vice presidents in the specified order
of seniority.

     SECTION 5.6  THE SECRETARY.  The secretary shall act under the direction of
the president. Subject to the direction of the president, the secretary shall
attend all meetings of the board of directors and all meetings of stockholders
and record the proceedings in a book to be kept for that purpose and shall
perform like duties for the committees designated by the board of directors when
required. The secretary shall give, or cause to be given, notice of all meetings
of stockholders and special meetings of the board of directors, and shall
perform the other duties as may be prescribed by the president or the board of
directors or as are incident to the secretary's office. The secretary shall keep
in safe custody the seal of the Corporation, if one exists, and cause it to be
affixed to any instrument requiring it.

     SECTION 5.7  THE ASSISTANT SECRETARIES.  The assistant secretaries in the
order of their seniority, unless otherwise determined by the president or the
board of directors, shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary. They shall

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perform the other duties and have the other powers as the president or the board
of directors may from time to time prescribe.

     SECTION 5.8  THE TREASURER.  The treasurer shall act under the direction of
the president. Subject to the direction of the president, the treasurer shall
have the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts 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 the 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 president or the board of directors, taking
proper vouchers for the disbursements, and shall render to the president and the
board of directors, at its regular meetings, or when the board of directors so
requires, an account of all his or her transactions as treasurer and of the
financial condition of the Corporation. The treasurer shall perform such other
duties as may be prescribed by the president or the board of directors or as are
incident to his or her office.

     SECTION 5.9  THE ASSISTANT TREASURERS.  The assistant treasurers in the
order of their seniority, unless otherwise determined by the president or the
board of directors, shall, in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer. They shall perform
the other duties and have the other powers as the president or the board of
directors may from time to time prescribe.

     SECTION 5.10  THE CHIEF EXECUTIVE OFFICER.  The board of directors may
designate a chief executive officer who shall perform all other duties as from
time to time may be requested of him or her by the board of directors. In the
absence of the designation, the president shall serve as the chief executive
officer.

     SECTION 5.11  THE CHAIRMAN OF THE BOARD.  The chairman of the board of
directors, or in his or her absence, the president, shall preside at all
meetings of the stockholders and the board of directors, and shall perform all
other duties as may from time to time be requested of him or her by the board of
directors.

                                   ARTICLE VI
                              CERTIFICATES OF STOCK

     SECTION 6.1  ISSUANCE.  The interest of each stockholder in the Corporation
shall be evidenced by certificates for shares of stock. The share certificates
of the Corporation shall be numbered and registered in the share ledger and
transfer books of the Corporation as they are issued. They shall be signed by
the president or a vice president and by the secretary or an assistant secretary
or the treasurer or an assistant treasurer, and may bear the corporate seal,
which may be a facsimile, engraved or imprinted; but where the certificate is
signed by a transfer agent or registrar, the signature of any corporate officer
upon the certificate may be a facsimile, engraved or printed. In case any
officer who has signed or whose facsimile signature has been placed upon any
share certificate shall have ceased to be an officer because of death,
resignation or otherwise before the certificate is issued, it may be issued by
the Corporation with the same effect as if the officer had not ceased to be an
officer because of death, resignation or otherwise as of the date of its issue.

     SECTION 6.2  SUBSCRIPTIONS FOR SHARES.  Unless the subscription agreement
provides otherwise, subscriptions for shares, regardless of the time when they
are made, shall be paid at that time as shall be specified by the board of
directors. All calls for payments on subscriptions shall carry the same terms
with regard to all shares of the same class.

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<PAGE>   13
     SECTION 6.3  TRANSFERS.  Transfers of shares of the capital stock of the
Corporation shall be made on the books of the Corporation by the registered
owner thereof, or by his or her duly authorized attorney, with a transfer clerk
or transfer agent appointed as provided in Section 6.7 hereof, and upon
surrender of the certificate or certificates for the shares properly endorsed
and with all taxes thereon paid.

     SECTION 6.4  SHARE CERTIFICATES.  Certificates for shares of the
Corporation shall be in the form provided by statute and approved by the board
of directors. The share record books and the blank share certificate books shall
be kept by the secretary of the Corporation or by any agency designated by the
board of directors for that purpose. Every certificate exchanged or returned to
the Corporation shall be marked "Cancelled," with the date of cancellation noted
thereon.

     SECTION 6.5  RECORD HOLDER OF SHARES.  The Corporation shall be entitled to
treat the person in whose name any share or shares of the Corporation stand on
the books of the Corporation as the absolute owner thereof, and shall not be
bound to recognize any equitable or other claim to, or interest in, the share or
shares on the part of any other person. However, if any transfer of shares is
made only for the purpose of furnishing collateral security, and that fact is
made known to the secretary of the Corporation, or to the Corporation's transfer
clerk or transfer agent, an entry of the transfer shall record that fact.

     SECTION 6.6  LOST, DESTROYED, MUTILATED OR STOLEN CERTIFICATES.  The holder
of any shares of the Corporation shall immediately notify the Corporation of any
loss, destruction, mutilation or theft of the certificate therefor, and the
board of directors may, in its discretion, caused a new certificate or
certificates to be issued to him, in case of mutilation of the certificate, upon
the surrender of the mutilated certificate, or, in case of loss, destruction or
theft of the certificate, upon satisfactory proof of the loss, destruction or
theft, and, if the board of directors shall so determine, the submission of a
properly executed lost security affidavit and indemnity agreement, or the
deposit of a bond in the form and in the sum, and with the surety or sureties,
as the board of directors directs.

     SECTION 6.7  TRANSFER AGENT AND REGISTRAR.  The board of directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars, and may require all certificates for shares to bear the signature or
signatures of any of them.

     SECTION 6.8  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 record date shall not precede the date upon which the resolution fixing
the record date is adopted and which record date shall, unless otherwise
required by law: (a) in the case of determination of stockholders entitled to
vote at any meeting of stockholders or adjournment thereof shall not be more
than 60 nor less than 10 days before the date of such meeting; (b) in the case
of determination of stockholders entitled to express consent to corporate action
in writing without a meeting, shall not be more than 10 days from the date upon
which the resolution fixing the record date is adopted by the board of
directors; and (c) in the case of any other action, shall not be more than 60
days prior to such other action. If no record date is fixed; (x) the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is to be held; (y) the
record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting when no prior

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action of the board of directors is required by law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation in accordance with applicable law, or, if
prior action by the board of directors is required by law, shall be at the close
of business on the day on which the board of directors adopts the resolution
taking such prior action; and (z) the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
board of directors adopts the resolution relating thereto. A determination 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.

                                  ARTICLE VII
                            RIGHT TO INDEMNIFICATION

     SECTION 7.1  RIGHT TO INDEMNIFICATION.  The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he or she or a person for whom he or
she is the legal representative, 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 or of a
partnership, joint venture, trust, enterprise or nonprofit entity, including
service with respect to employee benefit plans (an "indemnitee"), against all
liability and loss suffered and expenses (including attorneys' fees) reasonably
incurred by such indemnitee. The Corporation shall not be obligated to indemnify
an indemnitee (a) with respect to a proceeding (or part thereof) initiated or
brought voluntarily by such indemnitee and not by way of defense; (b) for any
amounts paid in settlement of an action indemnified against by the Corporation
without the proper written consent of the Corporation; or (c) in connection with
any event in which the indemnitee did not act in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Corporation.

     SECTION 7.2  PREPAYMENT OF EXPENSES.  The Corporation shall pay the
expenses (including attorneys' fees) incurred by an indemnitee in defending any
proceeding in advance of its final disposition, provided, however, that the
payment of expenses incurred by a director or officer in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the director or officer to repay all amounts advanced if it should be
ultimately determined that the director or officer is not entitled to be
indemnified under this Article or otherwise.

     SECTION 7.3  CLAIMS.  If a claim for indemnification or payment of expenses
under this Article is not paid in full within sixty days after a written claim
therefor by the indemnitee has been received by the Corporation, the indemnitee
may file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting such
claim. In any such action the Corporation shall have the burden of proving that
the indemnitee was not entitled to the requested indemnification or payment of
expenses under applicable law.

     SECTION 7.4  NONEXCLUSIVITY OF RIGHTS.  The rights conferred on any person
by this Article VII shall not be exclusive of any other rights that such person
may have or hereafter acquire under any statute, provision of the certificate of
incorporation, these Amended and Restated Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.

     SECTION 7.5  OTHER INDEMNIFICATION.  The Corporation's obligation, if any,
to indemnify and advance expenses to any person who was or is serving at its
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall be
reduced by

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any amount such person may collect as indemnification or advancement from such
other corporation, partnership, joint venture, trust, enterprise or nonprofit
enterprise.

     SECTION 7.6  AMENDMENT OR REPEAL.  Any repeal or modification of the
foregoing provisions of this Article VII shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

                                  ARTICLE VIII
                                   AMENDMENTS

     In addition to any affirmative vote required by law, any alteration,
amendment, repeal or rescission of any provision of these Amended and Restated
Bylaws may be adopted (a) by the board of directors; or (b) by the stockholders
by the affirmative vote of the holders of at least 66 2/3 percent of the
combined voting power of the then outstanding shares of stock entitled to vote
thereon, voting together as a single.

                                   ARTICLE IX
                                 MISCELLANEOUS

     SECTION 9.1  RESERVES.  There may be set aside out of any funds of the
Corporation available for dividends the sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for the purchase of additional property, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any reserve.

     SECTION 9.2  AUTHORIZED SIGNER.  All checks or demands for money and notes
of the Corporation shall be signed by the officer or officers or the other
person or persons as the board of directors may from time to time designate by
resolution.

     SECTION 9.3  FISCAL YEAR.  The fiscal year of the Corporation shall be
fixed by resolution of the board of directors.

     SECTION 9.4  CORPORATE SEAL.  The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or in any other manner reproduced.

     SECTION 9.5  SEVERABILITY.  If any provision of these Amended and Restated
Bylaws shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, the validity, legality and enforceability of the remaining
provisions of these Amended and Restated Bylaws shall not in any way be affected
or impaired thereby and to the fullest extent possible, the provisions of these
Amended and Restated Bylaws shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.


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                                 CERTIFICATION

     I hereby certify that the foregoing Amended and Restated Bylaws were
adopted at a meeting of the board of directors on April 24, 1997.

                                               /s/ Jeffrey D. Buchanan
                                          --------------------------------------
                                          Jeffrey D. Buchanan, Secretary

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