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                                                                     EXHIBIT 3.4


                                   BY-LAWS OF

                                  PROVANT, INC.


                                    ARTICLE I


                                     OFFICES

         The registered office shall be in the City of Wilmington, County of New
Castle, State of Delaware, and the name of the resident agent in charge thereof
is The Corporation Trust Company.

         The corporation may also have offices at such other places within or
outside the State of Delaware as the Board of Directors may from time to time
appoint or the business of the corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. PLACE OF MEETINGS. All meetings of stockholders for any
purpose shall be held at such place, within or outside the State of Delaware, as
shall be designated by the Board of Directors and stated in the notice of the
meeting.

         SECTION 2. ANNUAL MEETING. An annual meeting of the stockholders of the
corporation, for the election of Directors to succeed those whose terms expire
and for the transaction of such other business as may properly come before the
meeting, shall be held on such date and at such time as shall be fixed from time
to time by the Board of Directors and stated in the notice of the meeting.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may
be called by the Chairman of the Board, if any, the President or by order of the
Board of Directors. Business transacted at any special meeting shall be confined
to the purpose or purposes stated in the notice of such meeting.

         SECTION 4. NOTICE OF MEETING. Notice of the time and place of each
annual meeting and each special meeting of stockholders shall be given by the
Secretary, not less than ten nor more than sixty days before the meeting, to
each stockholder of record entitled to vote at such meeting. Notices of all
meetings of stockholders shall state the purposes for which the meetings are
held.

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         SECTION 5. LIST OF STOCKHOLDERS. At least ten days before every meeting
of stockholders a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder,
shall be prepared by the Secretary, who shall have charge of the stock ledger.
Such list shall be open for said ten days to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, either
at a place specified in the notice of the meeting (which place shall be within
the city where the meeting is to be held) or, if no such other place has been so
specified, at the place where the meeting is to be held. Such 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 present at the meeting.

         SECTION 6. QUORUM. At any meeting of stockholders, the holders of
issued and outstanding shares of capital stock which represent a majority of the
votes entitled to be cast thereat, present in person or represented by proxy,
shall constitute a quorum for the transaction of business. If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time until a
quorum shall be present or represented. Unless the adjournment is for more than
thirty days or a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally called.

         SECTION 7. VOTING. At any meeting of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person, or by
proxy appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than eleven months prior to said meeting. When a quorum
is present at any meeting, a plurality of the votes properly cast for election
to the Board of Directors shall elect to the Board of Directors and a majority
of the votes properly cast on any question other than election to the Board of
Directors shall decide the question unless the question is one upon which by
express provision of law or of the certificate of incorporation or of these
By-laws a different vote is required, in which case such express provision shall
govern and control the decision of such question.

         SECTION 8. FIXING OF RECORD DATE. (a) In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to 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 other than stockholder action by
written consent, the Board of Directors may fix a record date, which shall not
precede the date such record date is fixed and shall not be more than sixty nor
less than ten days before the date of such meeting, nor more than sixty days
prior to any such other action. If no record date is fixed, the record date (i)
for determining stockholders entitled to notice of or to vote at a


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meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, and (ii) for any other purpose other
than stockholder action by written consent, 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 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.

         (b) In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, 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 date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors.

         SECTION 9. NOMINATION OF DIRECTORS. Nominations of persons for election
to the Board of Directors of the corporation may be made at a meeting of
stockholders (a) by or at the direction of the Board of Directors or (b) by any
stockholder of the corporation who is a stockholder of record and who is
entitled to vote for the election of directors at the meeting.

         SECTION 10. NOTICE OF BUSINESS. At any meeting of the stockholders,
only such business shall be conducted as shall have been brought before the
meeting (a) by or at the direction of the Board of Directors or (b) by any
stockholder of the corporation who is a stockholder of record at the time of
giving of the notice provided for in this Section 10, who shall be entitled to
vote at such meeting and who complies with the notice procedures set forth in
this Section 10. For business to be properly brought before a stockholder
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 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 disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be received no later
than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
A stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting (a) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (b) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business, (c) the class
and number of shares of the corporation which are beneficially owned by the
stockholder and (d) any material interest of the stockholder in such business.
Subject only to the last sentence of this Section 10 and notwithstanding
anything else in the By-laws to the contrary, no business shall be conducted at
a stockholder meeting except in accordance with the procedures set forth in this
Section 10. The Chairman of the 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 the By-laws, and any such
business not properly brought before the meeting shall


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not be transacted. Notwithstanding the foregoing provisions of this Section 10,
a stockholder shall be entitled 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, and any proposals so included shall be acted
upon at the stockholder meeting.


                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. NUMBER. The corporation shall have one or more Directors,
the number of Directors to be determined from time to time by vote of a majority
of the Directors then in office. Except in connection with the election of
Directors at the annual meeting of stockholders, the number of Directors may be
decreased only to eliminate vacancies by reason of death, resignation or removal
of one or more Directors. No Director need be a stockholder.

         SECTION 2. POWERS OF DIRECTORS. The affairs, property and business of
the corporation shall be managed by the Board of Directors which may exercise
all such powers of the corporation and do all such lawful acts and things as are
not by law or by the certificate of incorporation or these By-laws directed or
required to be exercised or done by the stockholders.

         SECTION 3. VACANCIES. Vacancies and any newly created Directorships
resulting from any increase in the number of Directors may be filled by vote of
the holders of the particular class or series of stock entitled to elect such
Director at a meeting called for the purpose, or by a majority of the Directors
then in office, although less than a quorum, or by a sole Director, in each case
elected by the particular class or series of stock entitled to elect such
Directors. When one or more Directors shall resign from the Board, effective at
a future date, a majority of the Directors then in office, including those who
have resigned, who were elected by the particular class or series of stock
entitled to elect such resigning Director or Directors shall have the power to
fill such vacancy or vacancies, the vote or action by writing thereon to take
effect when such resignation or resignations shall become effective. The
Directors shall have and may exercise all their powers notwithstanding the
existence of one or more vacancies in their number, subject to any requirements
of law or of the certificate of incorporation or of these By-Laws as to the
number of Directors required for a quorum or for any vote or other action.

         SECTION 4. ANNUAL MEETING OF DIRECTORS. The first meeting of each newly
elected Board of Directors may be held without notice immediately after an
annual meeting of stockholders (or a special meeting of stockholders held in
lieu of an annual meeting) at the same place as that at which such meeting of
stockholders was held; or such first meeting may be held at such place (within
or outside the State of Delaware) and time as shall be fixed by the


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consent in writing of all the Directors, or may be called in the manner
hereinafter provided with respect to the call of special meetings.

         SECTION 5. REGULAR MEETINGS OF DIRECTORS. Regular meetings of the Board
of Directors may be held at such times and at such place or places (within or
outside the State of Delaware) as the Board of Directors may from time to time
prescribe. No notice need be given of any regular meeting and a notice, if
given, need not specify the purposes thereof.

         SECTION 6. SPECIAL MEETINGS OF DIRECTORS. Special meetings of the Board
of Directors may be called at any time by or under the authority of the Chairman
of the Board, if any, or the President and shall be called by him or her or by
the Secretary on written request of any two Directors or, if the Secretary fails
to do so, by two Directors in the name of the Secretary, to be held in each
instance at such place (within or outside the State of Delaware) as the person
calling the meeting may designate in the call thereof. Notice of each special
meeting of the Board of Directors, stating the time and place thereof, shall be
given to each Director by the Secretary not less than twenty-four hours before
the meeting. Such notice need not specify the purposes of the meeting.

         SECTION 7. QUORUM; VOTING. At any meeting of the Board of Directors a
majority of the Directors then in office shall constitute a quorum for the
transaction of business, but if a quorum shall not be present at any meeting 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. Except as otherwise provided by law or by the certificate of
incorporation or by the By-laws, the affirmative vote of at least a majority of
the Directors present at a meeting at which there is a quorum shall be the act
of the Board of Directors.

         SECTION 8. MEETINGS BY TELEPHONE. Members of the Board of Directors or
of any committee thereof may participate in meetings of the Board of Directors
or of such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at such
meeting.

         SECTION 9. ACTION WITHOUT MEETING. Unless otherwise restricted by the
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 the Board of Directors or of such 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 of Directors or of such
committee.

         SECTION 10. COMPENSATION. By resolution of the Board of Directors, the
Directors, as such, may receive stated salaries for their services, and may be
allowed a fixed sum and expenses of attendance, if any, for attendance at each
regular or special meeting of the Board. Members of committees may also be
allowed a fixed sum and expenses of attendance, if any,


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for attending committee meetings. Nothing herein contained shall preclude any
Director from serving the corporation in any other capacity and receiving
compensation for such services.


                                   ARTICLE IV

                         EXECUTIVE AND OTHER COMMITTEES

         The Board of Directors may, by vote of a majority of the whole Board:
(a) designate, change the membership of or terminate the existence of any
committee or committees, each committee to consist of one or more Directors; (b)
designate one or more Directors as alternate members of any such committee who
may replace any absent or disqualified member at any meeting of the committee;
and (c) determine the extent to which each such committee shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the corporation, including the power to authorize the seal of the
corporation to be affixed to all papers which require it and the power and
authority to declare dividends or to authorize the issuance of stock; excepting,
however, such powers which by law, by the certificate of incorporation or by
these By-laws they are prohibited from so delegating. In the absence or
disqualification of any member of such committee and his or her alternative, if
any, the member or members thereof present at any meeting and not disqualified
from voting, whether or not constituting a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Except as the Board of Directors may
otherwise determine, any committee may make rules for the conduct of its
business, but unless otherwise provided by the Board or such rules, its business
shall be conducted as nearly as may be in the same manner as is provided by
these By-laws for the conduct of business 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.


                                    ARTICLE V

                                    OFFICERS

         SECTION 1. OFFICERS AND THEIR ELECTION, TERM OF OFFICES AND VACANCIES.
The officers of the corporation shall be a Chairman of the Board, if any, one or
more Vice Chairmen of the Board, if any, a President, a Secretary, a Treasurer
and such Executive Vice Presidents, Vice Presidents, Assistant Secretaries,
Assistant Treasurers and other officers as the Board of Directors may from time
to time determine and elect or appoint. All officers shall be elected annually
by the Board of Directors at their first meeting following the annual meeting of
stockholders or any special meeting held in lieu thereof and shall hold office
until their successors are duly elected and qualified. The Chairman of the
Board, if there is one, and any Vice Chairmen must be Directors. Any other
officer may, but need not be, a member of the Board of Directors. Two or more
offices may be held by the same person. Any officer


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elected by the Board of Directors may be removed at any time by the Board of
Directors. If any vacancy shall occur among the officers, it shall be filled by
the Board of Directors.

         SECTION 2. CHAIRMAN OF THE BOARD ,VICE CHAIRMAN OF THE BOARD AND
PRESIDENT. The Chairman of the Board, if any, and any Vice Chairmen of the
Board, if any, shall have such duties and powers as shall be designated from
time to time by the Board of Directors. Unless the Board of Directors otherwise
specifies, the Chairman of the Board or, if there is none, a Vice Chairman of
the Board or, if there is none, the President shall preside, or designate the
person who shall preside, at all meetings of the stockholders and of the Board
of Directors.

         Unless the Board of Directors otherwise specifies, the Chairman of the
Board shall be the chief executive officer and shall have direct charge of all
business operations of the corporation and, subject to the control of the
Directors, shall have general charge and supervision of the business of the
corporation.

         SECTION 3. VICE PRESIDENTS. In the absence or disability of the
President, his or her powers and duties shall be performed by the Executive Vice
President, if only one, or, if more than one, by the one designated for the
purpose by the Board. Each Vice President shall have such other powers and
perform such other duties as the Board shall from time to time designate.

         SECTION 4. TREASURER. The Treasurer 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 such depositaries as shall be designated by the
Board or in the absence of such designation in such depositaries as he or she
shall from time to time deem proper. He or she shall disburse the funds of the
corporation as shall be ordered by the Board, taking proper vouchers for such
disbursements. He or she shall promptly render to the Chief Executive Officer
and to the Board such statements of his or her transactions and accounts as the
Chief Executive Officer and Board respectively may from time to time require.
The Treasurer shall perform such duties and have such powers additional to the
foregoing as the Board may designate.

         SECTION 5. ASSISTANT TREASURERS. In the absence or disability of the
Treasurer, his or her powers and duties shall be performed by the Assistant
Treasurer, if only one, or if more than one, by the one designated for the
purpose by the Board. Each Assistant Treasurer shall have such other powers and
perform such other duties as the Board shall from time to time designate.

         SECTION 6. SECRETARY. The Secretary shall issue notices of all meetings
of stockholders and Directors and of the other committees where notices of such
meetings are required by law or these By-laws. He or she shall keep the minutes
of meetings of stockholders and of the Board of Directors and of the other
committees, respectively, unless such committees appoint their own respective
secretaries and be responsible for the custody thereof. Unless the Board


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shall appoint a transfer agent and/or registrar, the Secretary shall be charged
with the duty of keeping, or causing to be kept, accurate records of all stock
outstanding, stock certificates issued and stock transfers. He or she shall sign
such instruments as require his or her signature and shall perform such other
duties and shall have such powers as the Board of Directors shall designate from
time to time, in all cases subject to the control of the Board of Directors. The
Secretary shall have custody of the corporate seal, and shall affix and attest
such seal on all documents whose execution under seal is duly authorized. In his
or her absence at any meeting, an Assistant Secretary or the Secretary pro
tempore shall perform his or her duties thereat.

         SECTION 7. ASSISTANT SECRETARIES. In the absence or disability of the
Secretary, his or her powers and duties shall be performed by the Assistant
Secretary, if only one, or, if more than one, by the one designated for the
purpose by the Board. Each Assistant Secretary shall have such powers and
perform such other duties as the Board shall from time to time designate.

         SECTION 8. SALARIES. The salaries of officers, agents and employees
shall be fixed from time to time by or under authority from the Board of
Directors.


                                   ARTICLE VI

                            RESIGNATIONS AND REMOVALS

         SECTION 1. OFFICERS, AGENTS, EMPLOYEES AND MEMBERS OF COMMITTEES. Any
officer, agent or employee of the corporation may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board, if any, the
President or the Secretary of the corporation; and any member of any committee
may resign by giving written notice either as aforesaid or to the committee of
which he or she is a member or to the chairman thereof. Any such resignation
shall take effect at the time specified therein, or if the time be not
specified, upon receipt thereof, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. The
Board of Directors may at any time, with or without cause, remove from office or
discharge or terminate the employment of any officer, agent, employee or member
of any committee.

         SECTION 2. DIRECTORS. Any Director of the corporation may resign at any
time by giving written notice to the Board of Directors, the Chairman of the
Board, if any, the President or the Secretary of the corporation. Any such
resignation shall take effect at the time specified therein or, if the time be
not specified, upon receipt thereof; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. When
one or more Directors shall resign from the Board of Directors, effective at a
future date, a majority of the Directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such


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resignation or resignations shall become effective, and each Director so chosen
shall hold office as provided in these By-laws. The stockholders of the
corporation entitled to vote upon the election of Directors may, at any time,
remove from office any one or more Directors only with cause, and his or her
successor or their successors shall be elected by the remaining Directors as
provided in these By-laws with respect to the filling of other vacancies. A
Director may be removed for cause only after reasonable notice and opportunity
to be heard before the body proposing to remove him or her.


                                   ARTICLE VII

                INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

         SECTION 1. The corporation shall indemnify, to the fullest extent
permitted by the General Corporation Law of the State of Delaware as presently
in effect or as hereafter amended:

                  (a) Any person who was or is a party or is threatened to be
         made a party to any threatened, pending or completed action, suit or
         proceeding, whether civil, criminal, administrative or investigative
         and whether external or internal to the corporation (other than an
         action by or in the right of the corporation) by reason of the fact
         that he or she is or was a Director or officer of the corporation, or
         is or was serving at the request of the corporation as a director or
         officer of another corporation, partnership, joint venture, trust or
         other enterprise, against expenses (including attorneys' fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him or her in connection with such suit, action or
         proceeding if he or she acted in good faith and in a manner which he or
         she reasonably believed to be in or not opposed to the best interests
         of the corporation, and, with respect to any criminal action or
         proceeding, had no reasonable cause to believe that his or her conduct
         was unlawful; provided, however, that the foregoing shall not require
         this corporation to indemnify or advance expenses to any person in
         connection with any action, suit, proceeding, claim or counterclaim
         initiated by or on behalf of such person. The termination of any
         action, suit or proceeding by judgment, order, settlement, conviction,
         or upon a plea of nolo contendere or its equivalent, shall not, of
         itself, create a presumption that the person did not act in good faith
         and in a manner which he or she reasonably believed to be in or not
         opposed to the best interests of the corporation, and, with respect to
         any criminal action or proceeding, that the person had no reasonable
         cause to believe that his or her conduct was lawful.

                  (b) Any person who was or is a party or is threatened to be
         made a party to any threatened, pending or completed action or suit by
         or in the right of the corporation to procure a judgment in its favor
         by reason of the fact that he or she is or was a Director or officer of
         the corporation, or is or was serving at the request of the corporation
         as a


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         director or officer of another corporation, partnership, joint venture,
         trust or other enterprise, against expenses (including attorneys' fees)
         and amounts paid in settlement actually and reasonably incurred by him
         or her in connection with the defense or settlement of such action or
         suit if he or she acted in good faith and in a manner he or she
         reasonably believed to be in or not opposed to the best interests of
         the corporation and except that no indemnification shall be made in
         respect of any claim, issue or matter as to which such person shall
         have been adjudged to be liable to the corporation unless and only to
         the extent that the Court of Chancery of the State of Delaware or the
         court in which such action or suit was brought shall determine upon
         application that, despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper.

         SECTION 2. The Board of Directors, in its discretion, may authorize the
corporation to indemnify, to the fullest extent permitted by the General
Corporation Law of the State of Delaware as presently in effect or as hereafter
amended:

                  (a) Any person who was or is a party or is threatened to be
         made a party to any threatened, pending or completed action, suit or
         proceeding, whether civil, criminal, administrative or investigative
         (other than an action by or in the right of the corporation) by reason
         of the fact that he or she is or was an employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         an employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise, against expenses (including
         attorneys' fees), judgments, fines and amounts paid in settlement
         actually and reasonably incurred by him or her in connection with such
         suit, action or proceeding if he or she acted in good faith and in a
         manner he or she reasonably believed to be in or not opposed to the
         best interest of the corporation, and, with respect to any criminal
         action or proceeding, had no reasonable cause to believe his or her
         conduct was unlawful. The termination of any action, suit or proceeding
         by judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which he or she reasonably believed to be in or not opposed to the best
         interests of the corporation, and, with respect to any criminal action
         or proceeding, that the person had no reasonable cause to believe that
         his or her conduct was lawful.

                  (b) Any person who was or is a party or is threatened to be
         made a party to any threatened, pending or completed action or suit by
         or in the right of the corporation to procure a judgment in its favor
         by reason of the fact that he or she is or was an employee or agent of
         the corporation, or is or was serving at the request of the corporation
         as an employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise, against expenses (including
         attorneys' fees) and amounts paid in settlement actually and reasonably
         incurred by him or her in connection with the


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         defense or settlement of such action or suit if he or she acted in good
         faith and in a manner he or she reasonably believed to be in or not
         opposed to the best interests of the corporation and except that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such person shall have been adjudged to be liable to the
         corporation unless and only to the extent that the Court of Chancery of
         the State of Delaware or the court in which such action or suit was
         brought shall determine upon application that, despite the adjudication
         of liability but in view of all the circumstances of the case, such
         person is fairly and reasonably entitled to indemnity for such expenses
         which the Court of Chancery or such other court shall deem proper.

         SECTION 3. Any indemnification under this Article VII (unless required
by law or ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
Director, officer, employee or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in Sections l and 2
of this Article VII. Such determination shall be made (i) by a majority vote of
the Directors who are not parties to such action, suit or proceeding, even
though less than a quorum, (ii) if there are no such Directors, or if such
Directors so direct, by independent legal counsel in a written opinion, or (iii)
by the stockholders of the corporation.

         SECTION 4. Expenses incurred by a Director or officer in defending a
civil or criminal action, suit or proceeding shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the Director or officer to repay such
amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized in this Article VII. Any advance
under this Section 4 shall be made promptly, and in any event within ninety
days, upon the written request of the person seeking the advance.

         SECTION 5. The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article VII shall not be deemed exclusive of any
other rights to which any person, whether or not entitled to be indemnified
under this Article VII, may be entitled under any statute, by-law, agreement,
vote of stockholders or disinterested Directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding such office. Each person who is or becomes a Director or officer as
described in Section 1 shall be deemed to have served or to have continued to
serve in such capacity in reliance upon the indemnity provided for in this
Article VII. All rights to indemnification under this Article VII shall be
deemed to be provided by a contract between the corporation and the person who
serves as a Director or officer of the corporation at any time while these
By-laws and other relevant provisions of the General Corporation Law of the
State of Delaware and other applicable law, if any, are in effect. Any repeal or
modification thereof shall not affect any rights or obligations then existing.

         SECTION 6. The Board of Directors may at any time and from time to time
cause the corporation to purchase and maintain insurance on behalf of any person
who is or was a


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<PAGE>   12

Director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under the provisions of the General Corporation Law of the State of
Delaware (as presently in effect or hereafter amended), the Certificate of
Incorporation of the corporation or these By-laws.

         SECTION 7. The corporation's indemnification under Sections 1 and 2 of
this Article VII of any person who is or was a Director, officer, employee or
agent of the corporation, or is or was serving, at the request of the
corporation, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall be reduced by any
amounts such person receives as indemnification (i) under any policy of
insurance purchased and maintained on his or her behalf by the corporation, (ii)
from such other corporation, partnership, joint venture, trust or other
enterprise, or (iii) under any other applicable indemnification provision.

         SECTION 8. In the discretion of the Board of Directors of the
corporation, for the purposes of this Article VII, references to "the
corporation" may also include any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its Directors or officers, so that any person who is or was a Director
or officer of such constituent corporation, or is or was serving at the request
of such constituent corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, would stand in the same
position under the provisions of this Article VII with respect to the resulting
or surviving corporation as he or she would have with respect to such other
constituent corporation if its separate existence had continued.

         SECTION 9. In addition to and without limiting the foregoing provisions
of this Article VII and except to the extent otherwise required by law, any
person seeking indemnification under or pursuant to Section 1 of this Article
VII shall be deemed and presumed to have met the applicable standard of conduct
set forth in Section 1 unless the contrary shall be established.

         SECTION 10. For purposes of this Article VII, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service by a Director or officer of the corporation which
imposes duties on, or involves services by, such person with respect to any
employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he or she reasonably believed to be in the
interest of the participants and beneficiaries of an


                                      -12-
<PAGE>   13

employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this Article VII.

         SECTION 11. To the extent that a present or former Director or officer
of the corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Section 1 or in Section 2, or in
defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.

         SECTION 12. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article VII shall continue as to a person who
has ceased to be a Director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.


                                  ARTICLE VIII

                                  CAPITAL STOCK

         SECTION 1. STOCK CERTIFICATES. Each stockholder shall be entitled to a
certificate or certificates representing in the aggregate the shares owned by
him or her and certifying the number and class thereof, which shall be in such
form as this Board shall adopt. Each certificate of stock shall be signed by the
Chairman of the Board, if any, or the President or a Vice President, and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.
Any of or all the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate has ceased to be such officer, transfer agent
or registrar before the certificate is issued, such certificate may nevertheless
be issued by the corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.

         SECTION 2. TRANSFER OF STOCK. Shares of stock shall be transferable on
the books of the corporation pursuant to applicable law and such rules and
regulations as the Board of Directors shall from time to time prescribe.

         SECTION 3. HOLDERS OF RECORD. Prior to due presentment for registration
of transfer the corporation may treat the holder of record of a share of its
stock as the complete owner thereof exclusively entitled to vote, to receive
notifications and otherwise entitled to all the rights and powers of a complete
owner thereof, notwithstanding notice to the contrary.

         SECTION 4. TRANSFER AGENT AND REGISTRAR. The Board of Directors may at
any time appoint a transfer agent or agents and/or registrar or registrars for
the transfer and/or registration of shares of stock.


                                      -13-
<PAGE>   14

         SECTION 5. LOST, STOLEN, DESTROYED OR MUTILATED STOCK CERTIFICATES. The
Board of Directors may direct a new stock certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen, destroyed or mutilated, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen, destroyed or mutilated. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen, destroyed or mutilated certificate or certificates, or his or her
legal representative, to (a) advertise the same in such manner as it shall
require and/or (b) give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen, destroyed or
mutilated and/or (c) comply with any other reasonable requirements prescribed by
the Board.


                                   ARTICLE IX

                        SECURITIES OF OTHER CORPORATIONS

         Subject to any limitations that may be imposed by the Board of
Directors, the Chairman of the Board, if any, the President, or any person or
persons authorized by the Board may in the name and on behalf of the corporation
(i) act or appoint any other person or persons (with or without powers of
substitution) to act in the name and on behalf of the corporation (as proxy or
otherwise), at any meeting of the holders of stock or other securities of any
corporation or other organization, securities of which shall be held by this
corporation, or (ii) express consent or dissent, as a holder of such securities,
to corporate or other action by such other corporation or organization.


                                    ARTICLE X

                   CHECKS, NOTES, DRAFTS AND OTHER INSTRUMENTS

         Checks, notes, drafts and other instruments for the payment of money
drawn or endorsed in the name of the corporation may be signed by any officer or
officers or person or persons authorized by the Board of Directors to sign the
same. No officer or person shall sign any such instrument as aforesaid unless
authorized by the Board to do so.


                                   ARTICLE XI

                             DIVIDENDS AND RESERVES


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<PAGE>   15

         SECTION 1. DIVIDENDS. Dividends upon the capital stock of the
corporation may, subject to any provisions of the certificate of incorporation,
be declared pursuant to law by the Board of Directors. Dividends may be paid in
cash, in property or in shares of the capital stock.

         SECTION 2. RESERVES. 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 Board of Directors from time to time, in its absolute discretion,
thinks proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, 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 such reserve in the
manner in which it was created.


                                   ARTICLE XII

                                 CORPORATE SEAL

         The corporate seal shall be in such form as the Board of Directors may
from time to time prescribe and the same may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.


                                  ARTICLE XIII

                                   FISCAL YEAR

         The fiscal year of the corporation shall end on the 30th day of June of
each year.


                                   ARTICLE XIV

                                BOOKS AND RECORDS

         The books, accounts and records of the corporation, except as may be
otherwise required by the laws of the State of Delaware, may be kept outside of
the State of Delaware, at such place or places as the Board of Directors may
from time to time appoint. Except as may otherwise be provided by law, the Board
of Directors shall determine whether and to what extent the books, accounts,
records and documents 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 book, account, record or document of the corporation, except as
conferred by law or by resolution of the stockholders or Board of Directors.


                                   ARTICLE XV


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<PAGE>   16

                                     NOTICE

         Notice to a director shall be sufficient if sent to such director by
mail at least forty-eight (48) hours or by telegram or telecopy (or other
electronic means) at least twenty-four (24) hours before the meeting at such
director's usual or last known business or residence address, or if given to
such director in person or by telephone at least twenty-four (24) hours before
the meeting. Whenever notice is required by law, the certificate of
incorporation, the By-laws, or otherwise, a written waiver thereof, signed by
the person entitled to notice, shall be deemed equivalent to notice, whether
signed before or after the time required for such notice. Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, Directors or
members of a committee of Directors need be specified in any written waiver of
notice.


                                   ARTICLE XVI

                                  SEVERABILITY

         If any term or provision of the By-laws, or the application thereof to
any person or circumstance or period of time, shall to any extent be invalid or
unenforceable, the remainder of the By-laws, or the application of such term or
provision to persons or circumstances or periods of time other than those as to
which it is invalid or unenforceable, shall not be affected thereby, and each
term and provision of the By-laws shall be valid and enforced to the fullest
extent permitted by law.


                                  ARTICLE XVII

                                   AMENDMENTS

         The Board of Directors and the stockholders shall each have the power
to adopt, alter, amend and repeal these By-laws; and any By-laws adopted by the
Directors or the stockholders under the powers conferred hereby may be altered,
amended or repealed by the Directors or by the stockholders.


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