BY-LAWS

                                       OF

                              1-800 CONTACTS, INC.

                             A Delaware Corporation
                        (Adopted as of February 11, 1998)

                                    ARTICLE I
                                    ---------

                                     OFFICES
                                     -------

         Section 1. Registered  Office. The registered office of 1-800 CONTACTS,
INC.  (the  "Corporation")  in the State of  Delaware  shall be  located at 1013
Centre Road, in the City of  Wilmington,  Delaware,  County of New Castle 19805.
The  name of the  Corporation's  registered  agent  at  such  address  shall  be
Corporation  Service Company.  The registered  office and/or registered agent of
the  Corporation  may be  changed  from  time to time by  action of the Board of
Directors.

         Section 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 from time to time determine or the business of the Corporation may
require.


                                   ARTICLE II
                                   ----------

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

         Section 1. Annual Meeting.  An annual meeting of the stockholders shall
be held each year within 150 days after the close of the  immediately  preceding
fiscal year of the  Corporation  or at such other time specified by the Board of
Directors for the purpose of electing Directors and conducting such other proper
business  as  may  come  before  the  annual  meeting.  At the  annual  meeting,
stockholders  shall elect Directors and transact such other business as properly
may be brought  before the annual  meeting  pursuant to Section 11 of ARTICLE II
hereof.

         Section 2. Special  Meetings.  Special meetings of the stockholders may
only  be  called  in  the  manner  provided  in  the  Restated   Certificate  of
Incorporation.

         Section 3. Place of Meetings.  The Board of Directors may designate any
place,  either within or without the State of Delaware,  as the place of meeting

<PAGE>

for any annual meeting or for any special meeting. If no designation is made, or
if a special  meeting be  otherwise  called,  the place of meeting  shall be the
principal  executive  office of the  Corporation.  If for any  reason any annual
meeting  shall  not be  held  during  any  year,  the  business  thereof  may be
transacted at any special meeting of the stockholders.

         Section 4. Notice.  Whenever  stockholders are required or permitted to
take action at a meeting,  written or printed  notice  stating the place,  date,
time and,  in the case of special  meetings,  the purpose or  purposes,  of such
meeting, shall be given to each stockholder entitled to vote at such meeting not
less  than 10 nor more than 60 days  before  the date of the  meeting.  All such
notices shall be delivered, either personally or by mail, by or at the direction
of the Board of  Directors,  the  chairman of the board,  the  president  or the
secretary,  and if mailed,  such  notice  shall be deemed to be  delivered  when
deposited  in  the  United  States  mail,  postage  prepaid,  addressed  to  the
stockholder at his, her or its address as the same appears on the records of the
Corporation.  Attendance of a person at a meeting  shall  constitute a waiver of
notice of such meeting,  except when the person attends for the express  purpose
of objecting at the beginning of the meeting to the  transaction of any business
because the meeting is not lawfully called or convened.

         Section 5.  Stockholders  List.  The officer having charge of the stock
ledger of the  Corporation  shall make, at least 10 days before every meeting of
the stockholders,  a complete list of the stockholders  entitled to vote at such
meeting arranged in alphabetical order,  showing the address of each stockholder
and the number of shares registered in the name of each  stockholder.  Such list
shall be open to the examination of any stockholder,  for any purpose germane to
the meeting,  during ordinary  business hours,  for a period of at least 10 days
prior to the meeting,  either at a place within the city where the meeting is to
be held,  which place shall be specified in the notice of the meeting or, if not
so specified,  at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting  during the whole time
thereof, and may be inspected by any stockholder who is present.

         Section 6. Quorum.  The holders of a majority of the outstanding shares
of capital stock  entitled to vote,  present in person or  represented by proxy,
shall  constitute  a quorum  at all  meetings  of the  stockholders,  except  as
otherwise provided by the General Corporation Law of the State of Delaware or by
the Restated  Certificate  of  Incorporation.  If a quorum is not  present,  the
holders of a majority of the shares present in person or represented by proxy at
the meeting,  and  entitled to vote at the  meeting,  may adjourn the meeting to
another time and/or place.  When a specified item of business requires a vote by
a class or series (if the Corporation shall then have outstanding shares of more
than one class or series) voting as a class or series, the holders of a majority
of the  shares of such  class or series  shall  constitute  a quorum (as to such
class or series) for the transaction of such item of business.

         Section 7. Adjourned  Meetings.  When a meeting is adjourned to another
time and place,  notice need not be given of the  adjourned  meeting if the time
and place  thereof  are  announced  at the meeting at which the  adjournment  is


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<PAGE>

taken. At the adjourned  meeting the Corporation may transact any business which
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 adjourned  meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

         Section 8. Vote  Required.  When a quorum is present,  the  affirmative
vote of the majority of shares  present in person or represented by proxy at the
meeting  and  entitled  to vote on the  subject  matter  shall be the act of the
stockholders,  unless (i) by express  provisions of an applicable  law or of the
Restated  Certificate of  Incorporation  a different vote is required,  in which
case such  express  provision  shall  govern and  control  the  decision of such
question, or (ii) the subject matter is the election of Directors, in which case
Section 2 of ARTICLE III hereof  shall  govern and control the  approval of such
subject matter.

         Section 9. Voting Rights.  Except as otherwise  provided by the General
Corporation  Law  of  the  State  of  Delaware,   the  Restated  Certificate  of
Incorporation  of the  Corporation or any  amendments  thereto or these By-laws,
every  stockholder shall at every meeting of the stockholders be entitled to (i)
one vote in  person  or by proxy for each  share of  common  stock  held by such
stockholder.

         Section 10. Proxies.  Each stockholder entitled to vote at a meeting of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting may authorize  another person or persons to act for him 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 proxy may be made  irrevocable  regardless of whether the
interest  with  which it is  coupled is an  interest  in the stock  itself or an
interest in the  Corporation  generally.  Any proxy is suspended when the person
executing the proxy is present at a meeting of stockholders  and elects to vote,
except  that when such proxy is  coupled  with an  interest  and the fact of the
interest  appears on the face of the proxy,  the agent  named in the proxy shall
have all voting and other rights referred to in the proxy,  notwithstanding  the
presence of the person executing the proxy. At each meeting of the stockholders,
and before any voting  commences,  all  proxies  filed at or before the  meeting
shall be submitted to and examined by the  secretary or a person  designated  by
the secretary,  and no shares may be represented or voted under a proxy that has
been found to be invalid or irregular.

         Section 11.  Business  Brought Before an Annual  Meeting.  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)
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


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stockholder must have given timely 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
less than 60 days nor more than 90 days prior to the meeting; provided, however,
that in the event that less than 70 days' notice or prior public announcement of
the  date  of the  meeting  is  given  or made to  stockholders,  notice  by the
stockholder  to be  timely  must be so  received  not  later  than the  close of
business on the 10th day  following the date on which such notice of the date of
the  annual  meeting  was  mailed  or  such  public  announcement  was  made.  A
stockholder's  notice to the  secretary  shall set forth as to each  matter  the
stockholder  proposes to bring before the annual meeting (i) a brief description
of the business  desired to be brought before the annual meeting,  (ii) the name
and  address,  as they appear on the  Corporation's  books,  of the  stockholder
proposing such business, (iii) the class and number of shares of the Corporation
which are beneficially  owned by the stockholder and (iv) any material  interest
of the stockholder in such business.  Notwithstanding  anything in these By-laws
to the contrary,  no business  shall be conducted at an annual meeting except in
accordance with the procedures set forth in this section.  The presiding officer
of an annual meeting shall,  if the facts warrant,  determine and declare to the
meeting  that  business  was not  properly  brought  before the  meeting  and in
accordance  with the provisions of this section;  if he should so determine,  he
shall so declare to the  meeting  and any such  business  not  properly  brought
before the  meeting  shall not be  transacted.  For  purposes  of this  section,
"public  announcement"  shall mean disclosure in a press release reported by Dow
Jones News  Service,  Associated  Press or a comparable  national  news service.
Nothing in this section shall be deemed to affect any rights of  stockholders to
request inclusion of proposals in the Corporation's  proxy statement pursuant to
Rule 14a-8 under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act").


                                   ARTICLE III
                                   -----------

                                    Directors
                                    ---------

         Section 1. General Powers.  The business and affairs of the Corporation
shall be  managed  by or under  the  direction  of the  Board of  Directors.  In
addition  to such  powers  as are  herein  and in the  Restated  Certificate  of
Incorporation expressly conferred upon it, the Board of Directors shall have and
may exercise all the powers of the Corporation, subject to the provisions of the
laws of Delaware, the Restated Certificate of Incorporation and these By-laws.

         Section 2. Number,  Election and Term of Office.  Subject to any rights
of the holders of any series of Preferred  Stock to elect  additional  Directors
under specified  circumstances,  the number of Directors which shall  constitute
the Board of Directors shall be fixed from time to time by resolution adopted by
the  affirmative  vote of a majority of the total  number of  Directors  then in
office. The Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote in


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the election of Directors;  provided that,  whenever the holders of any class or
series of capital  stock of the  Corporation  are  entitled to elect one or more
Directors   pursuant  to  the   provisions  of  the  Restated   Certificate   of
Incorporation of the Corporation (including, but not limited to, for purposes of
these By-laws, pursuant to any duly authorized certificate of designation), such
Directors  shall be elected by a plurality  of the votes of such class or series
present in person or represented by proxy at the meeting and entitled to vote in
the election of such  Directors.  The Directors  shall be elected and shall hold
office only in the manner provided in the Restated Certificate of Incorporation.

         Section 3.  Removal and  Resignation.  No Director  may be removed from
office  without  cause and  without  the  affirmative  vote of the  holders of a
majority of the voting  power of the then  outstanding  shares of capital  stock
entitled to vote  generally in the election of  Directors  voting  together as a
single class;  provided,  however, that if the holders of any class or series of
capital  stock are entitled by the  provisions  of the Restated  Certificate  of
Incorporation   (it  being  understood  that  any  references  to  the  Restated
Certificate of  Incorporation  shall include any duly authorized  certificate of
designation)  to elect one or more  Directors,  such  Director or  Directors  so
elected  may be  removed  without  cause  only by the vote of the  holders  of a
majority of the outstanding shares of that class or series entitled to vote. Any
Director may resign at any time upon written notice to the Corporation.

         Section  4.  Vacancies.   Vacancies  and  newly  created  directorships
resulting  from any increase in the total number of Directors may be filled only
in the manner provided in the Restated Certificate of Incorporation.

         Section 5.   Nominations.

                  (a) Only  persons who are  nominated  in  accordance  with the
procedures  set forth in these  By-laws shall be eligible to serve as Directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of stockholders (i) by or at the direction of the Board
of Directors or (ii) by any stockholder of the Corporation who was a stockholder
of record at the time of giving of notice  provided for in this  By-law,  who is
entitled to vote  generally  in the election of Directors at the meeting and who
shall have complied with the notice procedures set forth below in Section 5(b).

                  (b) In order  for a  stockholder  to  nominate  a  person  for
election  to  the  Board  of  Directors  of  the  Corporation  at a  meeting  of
stockholders,  such  stockholder  shall  have  delivered  timely  notice of such
stockholder's  intent to make such nomination 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) in
the case of an annual  meeting,  not less than 60 nor more than 90 days prior to
the first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is changed by more than 30


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days from such anniversary  date, notice by the stockholder to be timely must be
so received not later than the close of business on the 10th day  following  the
earlier  of the day on which  notice of the date of the  meeting  was  mailed or
public  disclosure  of the meeting  was made,  and (ii) in the case of a special
meeting  at which  Directors  are to be  elected,  not  later  than the close of
business on the 10th day following the earlier of the day on which notice of the
date of the  meeting  was mailed or public  disclosure  of the meeting was made.
Such  stockholder's  notice  shall  set  forth  (i) as to each  person  whom the
stockholder  proposes to nominate for election as a Director at such meeting all
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations of proxies for election of Directors, or is otherwise required, in
each case  pursuant to  Regulation  14A under the Exchange Act  (including  such
person's  written consent to being named in the proxy statement as a nominee and
to serving as a Director  if  elected);  (ii) as to the  stockholder  giving the
notice (A) the name and address,  as they appear on the Corporation's  books, of
such stockholder and (B) the class and number of shares of the Corporation which
are beneficially owned by such stockholder and also which are owned of record by
such stockholder;  and (iii) as to the beneficial owner, if any, on whose behalf
the  nomination  is made,  (A) the name and  address of such  person and (B) the
class and number of shares of the Corporation  which are  beneficially  owned by
such person.  At the request of the Board of Directors,  any person nominated by
the Board of Directors for election as a Director shall furnish to the secretary
of the Corporation that information  required to be set forth in a stockholder's
notice of nomination which pertains to the nominee.

                  (c) No person  shall be eligible to serve as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this
section. The chairman of the meeting shall, if the facts warrant,  determine and
declare to the meeting that a  nomination  was not made in  accordance  with the
procedures  prescribed by this section, and if he should so determine,  he shall
so declare to the meeting and the defective  nomination shall be disregarded.  A
stockholder seeking to nominate a person to serve as a Director must 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.

         Section  6.  Annual  Meetings.  The  annual  meeting  of the  Board  of
Directors shall be held without other notice than this By-law immediately after,
and at the same place as, the annual meeting of stockholders.

         Section 7. Other Meetings and Notice. Regular meetings,  other than the
annual  meeting,  of the Board of Directors  may be held without  notice at such
time and at such place as shall from time to time be determined by resolution of
the Board of Directors. Special meetings of the Board of Directors may be called
by the chairman of the board, the president (if the president is a Director) or,
upon the written request of at least a majority of the Directors then in office,
the secretary of the  Corporation  on at least 24 hours notice to each Director,
either personally, by telephone, by mail or by telecopy.


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         Section  8.   Chairman  of  the  Board,   Quorum,   Required  Vote  and
Adjournment.  The Board of Directors shall elect,  by the affirmative  vote of a
majority  of the total  number of  Directors  then in office,  a chairman of the
board,  who shall  preside  at all  meetings  of the  stockholders  and Board of
Directors  at which he or she is present  and shall have such powers and perform
such duties as the Board of Directors  may from time to time  prescribe.  If the
chairman  of the board is not  present at a meeting of the  stockholders  or the
Board of  Directors,  the  president  (if the president is a Director and is not
also the  chairman  of the board)  shall  preside at such  meeting,  and, if the
president is not present at such meeting, a majority of the Directors present at
such meeting shall elect one of their  members to so preside.  A majority of the
total  number of  Directors  then in office  shall  constitute  a quorum for the
transaction of business.  Unless by express  provision of an applicable law, the
Restated  Certificate  of  Incorporation  or these  By-laws a different  vote is
required,  the vote of a majority of  Directors  present at a meeting at which a
quorum is present 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.

         Section 9. Committees. The Board of Directors may, by resolution passed
by a majority of the total number of Directors then in office,  designate one or
more  committees,  each  committee to consist of one or more of the Directors of
the  Corporation,  which to the  extent  provided  in such  resolution  or these
By-laws shall have,  and may  exercise,  the powers of the Board of Directors in
the management and affairs of the  Corporation,  except as otherwise  limited by
law. The Board of Directors  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.  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.  Each committee  shall keep regular  minutes of its meetings
and report the same to the Board of Directors upon request.

         Section 10. Committee  Rules.  Each committee of the Board of Directors
may fix its own rules of  procedure  and shall hold its  meetings as provided by
such rules,  except as may otherwise be provided by a resolution of the Board of
Directors  designating  such  committee.  Unless  otherwise  provided  in such a
resolution,  the presence of at least a majority of the members of the committee
shall be necessary to constitute a quorum.  Unless otherwise  provided in such a
resolution,  in  the  event  that a  member  and  that  member's  alternate,  if
alternates are designated by the Board of Directors, of such committee is or are
absent or disqualified, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously  appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member.


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         Section 11. Communications Equipment. Members of the Board of Directors
or any committee thereof may participate in and act at any meeting of such board
or committee through the use of a conference  telephone or other  communications
equipment  by means of which all persons  participating  in the meeting can hear
and speak with each other,  and  participation  in the meeting  pursuant to this
section shall constitute presence in person at the meeting.

         Section 12. Waiver of Notice and  Presumption of Assent.  Any member of
the Board of  Directors  or any  committee  thereof  who is present at a meeting
shall be conclusively presumed to have waived notice of such meeting except when
such member attends 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.  Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written  dissent to such action  shall be filed
with the person  acting as the secretary of the meeting  before the  adjournment
thereof  or  shall be  forwarded  by  registered  mail to the  secretary  of the
Corporation  immediately  after the  adjournment  of the meeting.  Such right to
dissent shall not apply to any member who voted in favor of such action.

         Section 13. Action by Written Consent.  Unless otherwise  restricted by
the Restated  Certificate of Incorporation,  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 all members of such 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.


                                   ARTICLE IV
                                   ----------

                                    OFFICERS
                                    --------

         Section 1. Number.  The officers of the Corporation shall be elected by
the Board of  Directors  and shall  consist of a chairman of the board,  a chief
executive  officer, a president,  one or more  vice-presidents,  a secretary,  a
chief financial officer and such other officers and assistant officers as may be
deemed  necessary or desirable by the Board of Directors.  Any number of offices
may be held by the same person,  except that neither the chief executive officer
nor the president  shall also hold the office of secretary.  In its  discretion,
the Board of  Directors  may  choose not to fill any office for any period as it
may deem advisable,  except that the offices of president and secretary shall be
filled as expeditiously as possible.

         Section 2. Election and Term of Office. The officers of the Corporation
shall be elected  annually by the Board of Directors  at its first  meeting held
after each annual meeting of  stockholders  or as soon thereafter as convenient.
Vacancies may be filled or new offices  created and filled at any meeting of the


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Board of  Directors.  Each  officer  shall hold office until a successor is duly
elected and qualified or until his or her earlier death,  resignation or removal
as hereinafter provided.

         Section  3.  Removal.  Any  officer  or agent  elected  by the Board of
Directors may be removed by the Board of Directors at its  discretion,  but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

         Section 4.  Vacancies.  Any vacancy  occurring in any office because of
death, resignation,  removal, disqualification or otherwise may be filled by the
Board of Directors.

         Section 5.  Compensation.  Compensation of all executive officers shall
be approved by the Board of Directors,  and no officer  shall be prevented  from
receiving such compensation by virtue of his or her also being a Director of the
Corporation;  provided however,  that compensation of all executive officers may
be  determined by a committee  established  for that purpose if so authorized by
the unanimous vote of the Board of Directors.

         Section 6.  Chairman  of the Board.  The  chairman  of the board  shall
preside at all meetings of the  stockholders  and of the Board of Directors  and
shall have such other powers and perform such other duties as may be  prescribed
to him or her by the Board of Directors or provided in these By-laws.

         Section 7.  Vice-Chairman  of the Board.  Whenever  the chairman of the
board in unable to serve,  by reason of sickness,  absence,  or  otherwise,  the
vice-chairman  shall have the powers and perform  the duties of the  chairman of
the board. The vice-chairman shall have such other powers and perform such other
duties as may be prescribed by the chairman of the board, the board of directors
or these By-laws.

         Section 8. Chief Executive  Officer.  The chief executive officer shall
have the powers and perform the duties incident to that position. Subject to the
powers  of the Board of  Directors  and the  chairman  of the  board,  the chief
executive  officer  shall be in the  general  and  active  charge of the  entire
business and affairs of the  Corporation,  and shall be its chief policy  making
officer.  The chief  executive  officer shall have such other powers and perform
such other duties as may be  prescribed by the Board of Directors or provided in
these  By-laws.  The chief  executive  officer is authorized  to execute  bonds,
mortgages  and  other  contracts  requiring  a  seal,  under  the  seal  of  the
Corporation,  except where  required or permitted by law to be otherwise  signed
and  executed  and except  where the  signing  and  execution  thereof  shall be
expressly  delegated by the Board of Directors to some other officer or agent of
the  Corporation.  Whenever  the  president  is unable  to  serve,  by reason of
sickness,  absence or otherwise,  the chief executive  officer shall perform all
the duties and responsibilities and exercise all the powers of the president.


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         Section 9. The  President.  The  president  of the  Corporation  shall,
subject to the powers of the Board of  Directors,  the chairman of the board and
the chief executive  officer,  have general charge of the business,  affairs and
property  of  the  Corporation,  and  control  over  its  officers,  agents  and
employees.  The president shall see that all orders and resolutions of the Board
of Directors  are carried into effect.  The  president is  authorized to execute
bonds,  mortgages and other  contracts  requiring a seal,  under the seal of the
Corporation,  except where  required or permitted by law to be otherwise  signed
and  executed  and except  where the  signing  and  execution  thereof  shall be
expressly  delegated by the Board of Directors to some other officer or agent of
the  Corporation.  The  president  shall have such other powers and perform such
other  duties as may be  prescribed  by the  chairman  of the  board,  the chief
executive  officer,  the  Board  of  Directors  or as may be  provided  in these
By-laws.

         Section 10. Vice-Presidents.  The vice-president,  or if there shall be
more than one,  the  vice-presidents  in the  order  determined  by the Board of
Directors or the chairman of the board,  shall,  in the absence or disability of
the president, act with all of the powers and be subject to all the restrictions
of the president.  The vice-presidents  shall also perform such other duties and
have such other powers as the Board of Directors, the chairman of the board, the
chief executive officer,  the president or these By-laws may, from time to time,
prescribe.   The   vice-presidents   may  also  be   designated   as   executive
vice-presidents  or senior  vice-presidents,  as the Board of Directors may from
time to time prescribe.

         Section 11. The  Secretary  and  Assistant  Secretaries.  The secretary
shall  attend  all  meetings  of the Board of  Directors,  all  meetings  of the
committees  thereof  and all  meetings  of the  stockholders  and record all the
proceedings  of the  meetings in a book or books to be kept for that  purpose or
shall ensure that his or her  designee  attends each such meeting to act in such
capacity.  Under the chairman of the board's  supervision,  the secretary  shall
give, or cause to be given, all notices required to be given by these By-laws or
by law;  shall  have  such  powers  and  perform  such  duties  as the  Board of
Directors, the chairman of the board, the chief executive officer, the president
or these  By-laws may, from time to time,  prescribe;  and shall have custody of
the corporate seal of the Corporation. The secretary, or an assistant secretary,
shall have authority to affix the corporate seal to any instrument  requiring it
and  when so  affixed,  it may be  attested  by his or her  signature  or by the
signature of 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 or her  signature.  The  assistant  secretary,  or if
there be more than one, any of the assistant  secretaries,  shall in the absence
or  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,  the chairman of the board, the chief executive officer,
the president, or secretary may, from time to time, prescribe.

         Section 12. The Chief Financial  Officer.  The chief financial  officer
shall have the custody of the corporate  funds and  securities;  shall keep full
and accurate all books and accounts of the  Corporation as shall be necessary or



                                       10
<PAGE>

desirable in accordance  with  applicable law or generally  accepted  accounting
principles;  shall deposit all monies and other valuable effects in the name and
to the credit of the  Corporation as may be ordered by the chairman of the board
or the  Board of  Directors;  shall  cause the  funds of the  Corporation  to be
disbursed  when such  disbursements  have been duly  authorized,  taking  proper
vouchers for such disbursements;  and shall render to the Board of Directors, at
its regular  meeting or when the Board of Directors  so requires,  an account of
the Corporation;  shall have such powers and perform such duties as the Board of
Directors, the chairman of the board, the chief executive officer, the president
or these By-laws may, from time to time, prescribe.  If required by the Board of
Directors,  the chief financial officer shall give the Corporation a bond (which
shall be rendered every six years) in such sums and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful  performance
of the duties of the office of chief  financial  officer and for the restoration
to the Corporation,  in case of death,  resignation,  retirement or removal from
office of all books, papers, vouchers, money and other property of whatever kind
in the possession or under the control of the chief financial  officer belonging
to the Corporation.

         Section 13. Other Officers,  Assistant  Officers and Agents.  Officers,
assistant  officers  and  agents,  if any,  other  than those  whose  duties are
provided for in these By-laws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the Board of Directors.

         Section  14.  Absence or  Disability  of  Officers.  In the case of the
absence or disability of any officer of the Corporation and of any person hereby
authorized  to act in such  officer's  place  during such  officer's  absence or
disability,  the Board of Directors  may by  resolution  delegate the powers and
duties of such officer to any other officer or to any Director,  or to any other
person selected by it.


                                    ARTICLE V
                                    ---------

                              CERTIFICATES OF STOCK
                              ---------------------

         Section  1. Form.  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 of the board, the chief executive  officer or the president and the
secretary or an assistant secretary of the Corporation, certifying the number of
shares  owned  by such  holder  in the  Corporation.  If such a  certificate  is
countersigned (i) by a transfer agent or an assistant  transfer agent other than
the  Corporation  or its  employee  or  (ii)  by a  registrar,  other  than  the
Corporation  or its  employee,  the signature of any such chairman of the board,
chief  executive  officer,  president,  secretary or assistant  secretary may be
facsimiles.  In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, any such  certificate or certificates
shall cease to be such officer or officers of the Corporation whether because of
death,  resignation or otherwise  before such  certificate or certificates  have
been  delivered  by  the  Corporation,  such  certificate  or  certificates  may


                                       11
<PAGE>

nevertheless  be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or signatures have
been  used  thereon  had  not  ceased  to be such  officer  or  officers  of the
Corporation.  All  certificates  for shares shall be  consecutively  numbered or
otherwise  identified.  The name of the  person to whom the  shares  represented
thereby  are  issued,  with the  number  of shares  and date of issue,  shall be
entered  on the books of the  Corporation.  Shares  of stock of the  Corporation
shall  only be  transferred  on the books of the  Corporation  by the  holder of
record  thereof or by such holder's  attorney duly  authorized in writing,  upon
surrender to the Corporation of the certificate or certificates  for such shares
endorsed  by the  appropriate  person  or  persons,  with such  evidence  of the
authenticity of such endorsement,  transfer,  authorization and other matters as
the Corporation may reasonably  require,  and accompanied by all necessary stock
transfer stamps. In that event, it shall be the duty of the Corporation to issue
a new certificate to the person entitled thereto,  cancel the old certificate or
certificates and record the transaction on its books. The Board of Directors may
appoint a bank or trust company organized under the laws of the United States or
any  state  thereof  to act as its  transfer  agent  or  registrar,  or  both in
connection  with the  transfer  of any  class or  series  of  securities  of the
Corporation.

         Section 2. Lost  Certificates.  The Board of Directors may direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  previously  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 issue of a new  certificate or  certificates,  the Corporation
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 his or her legal representative, to give the Corporation a bond sufficient to
indemnify  the  Corporation  against  any  claim  that may be made  against  the
Corporation on account of the loss, theft or destruction of any such certificate
or the issuance of such new certificate.

         Section 3. Fixing a Record Date for Stockholder Meetings. 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,  the  Board  of
Directors  may fix a record  date,  which record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors, and which record date shall not be more than 60 nor less than 10 days
before  the date of such  meeting.  If no  record  date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders  shall be the close of business on the next
day  preceding  the day on which  notice  is first  given.  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 4. Fixing a Record Date for Other  Purposes.  In order that the
Corporation  may determine the  stockholders  entitled to receive payment of any
dividend or other  distribution  or allotment or any rights or the  stockholders


                                       12
<PAGE>

entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purposes of any other lawful action, the Board of Directors
may fix 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 be
not more than 60 days  prior to such  action.  If no record  date is fixed,  the
record date for  determining  stockholders  for any such purpose shall be at the
close  of  business  on the day on  which  the  Board of  Directors  adopts  the
resolution relating thereto.

         Section  5.  Registered  Stockholders.  Prior to the  surrender  to the
Corporation of the  certificate or  certificates  for a share or shares of stock
with a request to record the transfer of such share or shares,  the  Corporation
may treat the registered owner as the person entitled to receive  dividends,  to
vote,  to receive  notifications  and  otherwise  to exercise all the rights and
powers  of an  owner.  The  Corporation  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.

         Section 6.  Subscriptions for Stock.  Unless otherwise  provided for in
the subscription  agreement,  subscriptions  for shares shall be paid in full at
such time, or in such  installments and at such times, as shall be determined by
the Board of  Directors.  Any call made by the Board of Directors for payment on
subscriptions  shall be  uniform as to all shares of the same class or as to all
shares of the same series.  In case of default in the payment of any installment
or call when such  payment is due,  the  Corporation  may proceed to collect the
amount due in the same manner as any debt due the Corporation.


                                   ARTICLE VI
                                   ----------

                               GENERAL PROVISIONS
                               ------------------

         Section  1.  Dividends.   Dividends  upon  the  capital  stock  of  the
Corporation,   subject  to  the  provisions  of  the  Restated   Certificate  of
Incorporation,  if any, may be declared by the Board of Directors at any regular
or special meeting,  in accordance with applicable law. Dividends may be paid in
cash, in property or in shares of the capital  stock,  subject to the provisions
of the Restated  Certificate of  Incorporation.  Before payment of any dividend,
there  may be set  aside  out of any  funds  of the  Corporation  available  for
dividends such 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 any other  purpose and the  Directors may modify or abolish any
such reserve in the manner in which it was created.


                                       13
<PAGE>

         Section 2. Checks, Drafts or Orders. All checks, drafts or other orders
for the  payment  of money by or to the  Corporation  and all  notes  and  other
evidences of indebtedness  issued in the name of the Corporation shall be signed
by such officer or  officers,  agent or agents of the  Corporation,  and in such
manner, as shall be determined by resolution of the Board of Directors or a duly
authorized committee thereof.

         Section 3. Contracts.  In addition to the powers  otherwise  granted to
officers pursuant to ARTICLE IV hereof, the Board of Directors may authorize any
officer or officers,  or any agent or agents,  of the  Corporation to enter into
any  contract or to execute and  deliver  any  instrument  in the name of and on
behalf of the  Corporation,  and such  authority  may be general or  confined to
specific instances.

         Section 4. Loans.  The  Corporation may lend money to, or guarantee any
obligation  of,  or  otherwise  assist  any  officer  or other  employee  of the
Corporation or of its  subsidiaries,  including any officer or employee who is a
Director of the Corporation or its  subsidiaries,  whenever,  in the judgment of
the Directors,  such loan,  guaranty or assistance may reasonably be expected to
benefit the Corporation.  The loan,  guaranty or other assistance may be with or
without interest,  and may be unsecured,  or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation. Nothing in this section shall be deemed to deny, limit
or restrict the powers of guaranty or warranty of the  Corporation at common law
or under any statute.

         Section 5. Fiscal  Year.  The fiscal year of the  Corporation  shall be
fixed by resolution of the Board of Directors.

         Section  6.  Corporate  Seal.  The  Board of  Directors  may  provide a
corporate  seal which shall be in the form of a circle and shall have  inscribed
thereon the name of the Corporation and the words  "Corporate  Seal,  Delaware."
The seal may be used by causing it or a  facsimile  thereof to be  impressed  or
affixed or reproduced or otherwise.

         Section 7. Voting Securities Owned By Corporation. Voting securities in
any  other  Corporation  held by the  Corporation  shall be  voted by the  chief
executive  officer,  the  president  or a  vice-president,  unless  the Board of
Directors  specifically  confers  authority to vote with respect thereto,  which
authority  may be general or  confined to  specific  instances,  upon some other
person or officer. Any person authorized to vote securities shall have the power
to appoint proxies, with general power of substitution.

         Section 8.  Inspection  of Books and  Records.  The Board of  Directors
shall have power from time to time to determine to what extent and at what times
and places and under what  conditions and  regulations the accounts and books of
the  Corporation,  or any of  them,  shall  be  open  to the  inspection  of the
stockholders;  and no stockholder shall have any right to inspect any account or
book or  document of the  Corporation,  except as  conferred  by the laws of the
State of Delaware,  unless and until  authorized  so to do by  resolution of the
Board of Directors or of the stockholders of the Corporation.



                                       14
<PAGE>

         Section 9. Section Headings.  Section headings in these By-laws are for
convenience of reference only and shall not be given any  substantive  effect in
limiting or otherwise construing any provision herein.

         Section 10. Inconsistent Provisions. In the event that any provision of
these  By-laws is or becomes  inconsistent  with any  provision  of the Restated
Certificate  of  Incorporation,  the  General  Corporation  Law of the  State of
Delaware or any other  applicable  law, the provision of these By-laws shall not
be given any effect to the extent of such  inconsistency  but shall otherwise be
given full force and effect.


                                   ARTICLE VII
                                   -----------

                                   AMENDMENTS
                                   ----------

         In  furtherance  and  not in  limitation  of the  powers  conferred  by
statute,  the Board of Directors of the  Corporation is expressly  authorized to
make, alter,  amend,  change,  add to or repeal these By-laws by the affirmative
vote of a  majority  of the  total  number  of  Directors  then in  office.  Any
alteration or repeal of these  By-laws by the  stockholders  of the  Corporation
shall require the affirmative  vote of a majority of the  outstanding  shares of
the  Corporation  entitled  to vote  on such  alteration  or  repeal;  provided,
however, that Section 11 of ARTICLE II and Sections 2, 3, 4 and 5 of ARTICLE III
and this ARTICLE VII of these By-laws shall not be altered,  amended or repealed
and no provision inconsistent therewith shall be adopted without the affirmative
vote  of  the  holders  of at  least  66 % of  the  outstanding  shares  of  the
Corporation entitled to vote on such alteration or repeal.














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