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                                                                     EXHIBIT 3.2
                            PARADIGM GENETICS, INC.

                         AMENDED AND RESTATED BY-LAWS



                           ARTICLE I - STOCKHOLDERS

    Section 1.   Annual Meeting.

    An annual meeting of the stockholders, 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 at such place, on such
date, and at such time as the Board of Directors shall fix each year.

    Section 2.   Special Meetings.

    Subject to the rights of the holders of any series of preferred stock of the
Corporation, special meetings of stockholders of the Corporation may be called
only by the Board of Directors pursuant to a resolution adopted by a majority of
the total number of directors authorized. Special meetings of the stockholders
may be held at such place within or without the State of Delaware as may be
stated in such resolution.

    Section 3.   Notice of Meetings.

    Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time by
the Delaware General Corporation Law or the Certificate of Incorporation of the
Corporation, as amended and restated from time to time).

    When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith.  At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

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    Section 4.   Quorum.

    At any meeting of the stockholders, the holders of a majority of all of the
shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law.  Where a
separate vote by a class or classes is required, a majority of the shares of
such class or classes present in person or represented by proxy shall constitute
a quorum entitled to take action with respect to that vote on that matter.

    If a quorum shall fail to attend any meeting, the chairman of the meeting or
the holders of a majority of the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date,
or time.

    Section 5.   Organization and Conduct of Business.

    The Chairman of the Board of Directors or, in his or her absence, the Chief
Executive Officer of the Corporation or, in his or her absence, the President
or, in his or her absence, such person as the Board of Directors may have
designated, shall call to order any meeting of the stockholders and shall
preside at and act as chairman of the meeting.  In the absence of the Secretary
of the Corporation, the secretary of the meeting shall be such person as the
chairman of the meeting appoints.  The chairman of any meeting of stockholders
shall determine the order of business and the procedures at the meeting,
including such regulation of the manner of voting and the conduct of discussion
as he or she deems to be appropriate.  The chairman of any meeting of
stockholders shall have the power to adjourn the meeting to another place and
time.

    Section 6.   Intentionally Omitted.

    Section 7.    Notice of Stockholder Business and Nominations.

    A.  Annual Meetings of Stockholders.

        Nominations of persons for election to the Board of Directors and the
proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the Corporation's notice of
meeting, (b) by or at the direction of the Board of Directors or (c) by any
stockholder of the Corporation who was a stockholder of record at the time of
giving of notice provided for in this Section, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section.

    B.  Special Meetings of Stockholders.

        Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
notice of meeting given pursuant to Section 2 above. Nominations of persons for
election to the Board of Directors may be made at a special

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meeting of stockholders at which directors are to be elected (a) by or at the
direction of the Board of Directors or (b) provided that the Board of Directors
has determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice of the special meeting, who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section.

     C.   Certain Matters Pertaining to Stockholder Business and Nominations.

          (1)  For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (c) of paragraph A of this
Section or a special meeting pursuant to paragraph B of this Section, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation and such other business must otherwise be a proper matter for
stockholder action. To be timely, a stockholder's notice pertaining to an annual
meeting shall be delivered to the Secretary at the principal executive offices
of the Corporation not less than forty-five (45) or more than seventy-five (75)
days prior to the first anniversary (the "Anniversary") of the date on which the
Corporation first mailed its proxy materials for the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is more than thirty (30) days before or more than thirty (30) days after
the anniversary date of the preceding year's annual meeting, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the ninetieth (90) day prior to such annual meeting and not later
than the close of business on the later of the sixtieth (60th) day prior to such
annual meeting or the close of business on the tenth (10th) day following the
day on which public announcement of the date of such meeting is first made by
the Corporation. Such stockholder's notice for an annual meeting or a special
meeting shall set forth: (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director, 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 Securities Exchange Act of 1934, as amended (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); (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner, (ii) the class and number of
shares of the Corporation that are owned beneficially and held of record by such
stockholder and such beneficial owner, and (iii) whether either such stockholder
or beneficial owner intends to deliver a proxy statement and form of proxy to
holders of, in the case of a proposal, at least the percentage of the
Corporation's voting shares required under applicable law to carry the proposal
or, in the case of a nomination or nominations, a sufficient number of holders
of the Corporation's voting shares to elect such nominee or nominees. A
stockholder shall also comply

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with all applicable requirements of the Exchange Act (or any successor
provision), and the rules and regulations thereunder with respect to the matters
set forth in these By-Laws.

          (2)  Notwithstanding anything in the second sentence of paragraph C
(1) of this Section to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and
there is no public announcement by the Corporation naming all of the nominees
for director or specifying the size of the increased Board of Directors at least
fifty-five (55) days prior to the Anniversary (or, if the annual meeting is held
more than thirty (30) days before or sixty (60) days after the first anniversary
of the preceding year's annual meeting, at least seventy (70) days prior to such
annual meeting), a stockholder's notice required by this Section shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive office of the Corporation not later than the close of
business on the tenth (10th) day following the day on which such public
announcement is first made by the Corporation.

          (3)  In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case
may be), for election to such position(s) as specified in the Corporation's
notice of meeting, if the stockholder's notice required by paragraph C(1) of
this Section shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the ninetieth (90th) day prior to
such special meeting nor later than the close of business on the later of the
sixtieth (60th) day prior to such special meeting, or the tenth (10th) day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting.

      D.  General.

          (1)  Only such persons who are nominated in accordance with the
procedures set forth in this Section shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this Section. Except as otherwise provided by law or these By-Laws, the chairman
of the meeting shall have the power and duty to determine whether a nomination
or any business proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with the procedures set forth in this Section
and, if any proposed nomination or business is not in compliance herewith, to
declare that such defective proposal or nomination shall be disregarded.

          (2)  For purposes of this Section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

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          (3)  Notwithstanding the foregoing provisions of this Section, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth herein. Nothing in this Section shall be deemed to affect any rights (i)
of stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders
of any series of Preferred Stock to elect directors under specified
circumstances.

    Section 8.   Proxies and Voting.

            At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument in writing or by
a transmission permitted by law filed in accordance with the procedure
established for the meeting. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created pursuant to this
Section may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.

    All voting, including on the election of directors but excepting where
otherwise required by law, may be by voice vote.  Any vote not taken by voice
shall be taken by ballots, each of which shall state the name of the stockholder
or proxy voting and such other information as may be required under the
procedure established for the meeting.  The Corporation may, and to the extent
required by law, shall, in advance of any meeting of stockholders, appoint one
or more inspectors to act at the meeting and make a written report thereof.  The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act.  If no inspector or alternate is able to act at
a meeting of stockholders, the person presiding at the meeting may, and to the
extent required by law, shall, appoint one or more inspectors to act at the
meeting.  Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his ability.

    Except as otherwise provided in the terms of any class or series of
Preferred Stock of the Corporation, all elections at any meeting of stockholders
shall be determined by a plurality of the votes cast, and except as otherwise
required by law or as provided herein, all other matters determined by
stockholders at a meeting shall be determined by a majority of the votes cast
affirmatively or negatively.

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    Section 9.   Action Without Meeting.

    Any action required or permitted to be taken by the stockholders of the
Corporation may be effected only at a duly called annual or special meeting of
stockholders of the Corporation and may not be effected by written consent.

    Section 10.    Stock List.

    A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
or her name, shall be made in the manner specified by law.

    The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present.  Such list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.


                                 ARTICLE II - BOARD OF DIRECTORS

    Section 1.   General Powers, Number, Election, Tenure and Qualification.

    A.  The business and affairs of the Corporation shall be managed by or under
the direction of its Board of Directions.

    B.  Subject to the rights of the holders of any series of Preferred Stock
then outstanding to elect additional directors under specified circumstances,
the number of directors shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority of the Board.

    C.  Subject to the rights of the holders of any series of Preferred Stock
then outstanding to elect additional directors under specified circumstances,
the Board of Directors of the Corporation shall be divided into three classes,
with the term of office of the first class to expire at the annual meeting of
stockholders or any special meeting in lieu thereof in 2001, the term of office
of the second class to expire at the annual meeting of stockholders or any
special meeting in lieu thereof in 2002, and the term of office of the third
class to expire at the annual meeting of stockholders or any special meeting in
lieu thereof in 2003. At each annual meeting of stockholders or special meeting
in lieu thereof, directors elected to succeed those directors whose terms
expire, other than directors elected by the holders of any series of Preferred
Stock, shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders or special meeting in lieu thereof after their
election and until their successors are duly elected and qualified.

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    Section 2.   Vacancies and Newly Created Directorships.

    Subject to the rights of the holders of any series of Preferred Stock then
outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled only by a majority vote of the directors
then in office even though less than a quorum, or by a sole remaining director
and not by stockholders.  In the event of a vacancy in the Board of Directors,
the remaining directors, except as otherwise provided by law, may exercise the
powers of the full Board of Directors until the vacancy is filled.

    Section 3.   Resignation and Removal.

    Any director may resign at any time upon written notice to the Corporation
at its principal place of business or to the Chairman of the Board, Chief
Executive Officer, President or Secretary.  Such resignation shall be effective
upon receipt unless it is specified to be effective at some other time or upon
the happening of some other event.  Subject to the rights of the holders of any
series of Preferred Stock then outstanding, any director, or the entire Board of
Directors, may be removed from office at any time only for cause.  A director
may be removed for cause by the holders of at least eighty percent (80%) of the
voting power of all of the then outstanding shares of the Corporation then
entitled to vote at an election of a director and only after a reasonable notice
and opportunity to be heard before the stockholders.

    Section 4.   Regular Meetings.

    Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors.  A
written notice of each regular meeting shall not be required.

    Section 5.   Special Meetings.

    Special meetings of the Board of Directors may be called by the Chairman of
the Board of Directors or the Chief Executive Officer, and shall be called by
the Secretary if requested by a majority of the Board of Directors, and shall be
held at such place, on such date, and at such time as he or she or they shall
fix.  Notice of the place, date, and time of each such special meeting shall be
given to each director by whom it is not waived by mailing written notice not
less than three (3) days before the meeting or orally, by telegraph, telex,
cable or telecopy given not less than twenty-four (24) hours before the meeting.
Unless otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.

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    Section 6.   Quorum.

    At any meeting of the Board of Directors, a majority of the total number of
members of the Board of Directors shall constitute a quorum for all purposes.
If a quorum shall fail to attend any meeting, a majority of those present may
adjourn the meeting to another place, date, or time, without further notice or
waiver thereof.

    Section 7.   Action by Consent.

    Unless otherwise restricted by the Certificate of Incorporation or these By-
Laws, 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 or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.

    Section 8.   Participation in Meetings By Conference Telephone.

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

    Section 9.   Conduct of Business.

    At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law.

    Section 10.  Powers.

    The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, including, without limiting the generality of the foregoing,
the unqualified power:

         (1)  To declare dividends from time to time in accordance with law;

         (2)  To purchase or otherwise acquire any property, rights or
              privileges on such terms as it shall determine;

         (3)  To authorize the creation, making and issuance, in such form as it
              may determine, of written obligations of every kind, negotiable or

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              non-negotiable, secured or unsecured, to borrow funds and
              guarantee obligations, and to do all things necessary in
              connection therewith;

         (4)  To remove any officer of the Corporation with or without cause,
              and from time to time to devolve the powers and duties of any
              officer upon any other person for the time being;

         (5)  To confer upon any officer of the Corporation the power to
              appoint, remove and suspend subordinate officers, employees and
              agents;

         (6)  To adopt from time to time such stock, option, stock purchase,
              bonus or other compensation plans for directors, officers,
              employees and agents of the Corporation and its subsidiaries as it
              may determine;

         (7)  To adopt from time to time such insurance, retirement, and other
              benefit plans for directors, officers, employees and agents of the
              Corporation and its subsidiaries as it may determine; and,

         (8)  To adopt from time to time regulations, not inconsistent with
              these By-Laws, for the management of the Corporation's business
              and affairs.

    Section 11.    Compensation of Directors.

    Directors, as such, may receive, pursuant to a resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
Board of Directors.

    Section 12.    Chairman of the Board.

    The Chairman of the Board, if any, and any Vice Chairman appointed to act in
the absence of the Chairman, if any, shall be elected by and from the Board of
Directors. The Chairman of the Board, if any, shall preside at all meetings of
the Board of Directors and stockholders at which he or she is present and shall
have such authority and perform such duties as may be prescribed by these By-
Laws or from time to time be determined by the Board of Directors.


                           ARTICLE III - COMMITTEES

    Section 1.     Committees of the Board of Directors.

    The Board of Directors, by a vote of a majority of the Board of Directors,
may from time to time designate committees of the Board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the Board and shall, for those committees and any

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others provided for herein, elect a director or directors to serve as the member
or members, designating, if it desires, other directors as alternate members who
may replace any absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation to
the fullest extent authorized by law. In the absence or disqualification of any
member of any committee and any alternate member in his or her place, the member
or members of the committee present at the meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may by unanimous
vote appoint another member of the Board of Directors to act at the meeting in
the place of the absent or disqualified member.

    Section 2.   Conduct of Business.

    Each committee may determine the procedural rules for meeting and conducting
its business and shall act in accordance therewith, except as otherwise provided
herein or required by law.  Adequate provision shall be made for notice to
members of all meetings; one-third (1/3) of the members of any committee shall
constitute a quorum unless the committee shall consist of one (1) or two (2)
members, in which event one (1) member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present.  Action
may be taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of such committee.


                             ARTICLE IV - OFFICERS

    Section 1.   Enumeration.

    The officers of the Corporation shall consist of a Chief Executive Officer,
President, Chief Financial Officer, Treasurer, Secretary and such other officers
as the Board of Directors or the Chief Executive Officer may determine,
including, but not limited to, a Chief Technology Officer, and one or more Vice
Presidents, Assistant Treasurers and Assistant Secretaries.

    Section 2.   Election.

    The Chief Executive Officer, President, Chief Financial Officer, Treasurer
and the Secretary shall be elected annually by the Board of Directors at their
first meeting following the annual meeting of the stockholders.  The Board of
Directors or the Chief Executive Officer, may, from time to time, elect or
appoint such other officers as it or he or she may determine, including, but not
limited to, a Chief Technology Officer, and one or more Vice Presidents,
Assistant Treasurers and Assistant Secretaries.

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    Section 3.   Qualification.

    Two or more offices may be held by any one person.  If required by vote of
the Board of Directors, an officer shall give bond to the Corporation for the
faithful performance of his or her duties, in such form and amount and with such
sureties as the Board of Directors may determine.  The premiums for such bonds
shall be paid by the Corporation.

    Section 4.   Tenure and Removal.

    Each officer elected or appointed by the Board of Directors shall hold
office until the first meeting of the Board of Directors following the next
annual meeting of the stockholders and until his or her successor is elected or
appointed and qualified, or until he or she dies, resigns, is removed or becomes
disqualified, unless a shorter term is specified in the vote electing or
appointing said officer.  Each officer appointed by the Chief Executive Officer
shall hold office until his or her successor is elected or appointed and
qualified, or until he or she dies, resigns, is removed or becomes disqualified,
unless a shorter term is specified by any agreement or other instrument
appointing such officer.  Any officer may resign by giving written notice of his
or her resignation to the Chief Executive Officer, the President, or the
Secretary, or to the Board of Directors at a meeting of the Board, and such
resignation shall become effective at the time specified therein.  Any officer
elected or appointed by the Board of Directors may be removed from office with
or without cause only by vote of a majority of the directors.  Any officer
appointed by the Chief Executive Officer may be removed with or without cause by
the Chief Executive Officer or by vote of a majority of the directors.

    Section 5.   Reserved.


    Section 6.   Chief Executive Officer.

    The Chief Executive Officer shall be the chief executive officer of the
Corporation and shall, subject to the direction of the Board of Directors, have
general supervision and control of its business.  Unless otherwise provided by
resolution of the Board of Directors, in the absence of the Chairman of the
Board, the Chief Executive Officer shall preside at all meetings of the
stockholders and, if a director, meetings of the Board of Directors.  The Chief
Executive Officer shall have general supervision and direction of all of the
officers, employees and agents of the Corporation.  The Chief Executive Officer
shall also have the power and authority to determine the duties of all officers,
employees and agents of the Corporation, shall determine the compensation of any
officers whose compensation is not established by the Board of Directors and
shall have the power and authority to sign all stock certificates, contracts and
other instruments of the Corporation which are authorized.

    Section 7.   President.

    Except for meetings at which the Chief Executive Officer or the Chairman of
the Board, if any, presides, the President shall, if present, preside at all
meetings of stockholders, and if a

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director, at all meetings of the Board of Directors. The President shall,
subject to the control and direction of the Chief Executive Officer and the
Board of Directors, have and perform such powers and duties as may be prescribed
by these By-Laws or from time to time be determined by the Chief Executive
Officer or the Board of Directors. The President shall have power to sign all
stock certificates, contracts and other instruments of the Corporation which are
authorized. In the absence of a Chief Executive Officer, the President shall be
the chief executive officer of the Corporation and shall, subject to the
direction of the Board of Directors, have general supervision and control of its
business and shall have general supervision and direction of all of the
officers, employees and agents of the Corporation.

    Section 8.   Vice Presidents.

    In the absence of a President, one or more Vice Presidents, if any, as may
from time to time be determined by the Board of Directors, shall act as, and
perform the powers and duties of, the President of the Corporation and shall,
subject to the direction of the Board of Directors, have power to sign all stock
certificates, contracts and other instruments of the Corporation which are
authorized.   The Vice Presidents, if any, shall also have such other powers and
duties as may from time to time be determined by the Board of Directors or the
Chief Executive Officer.

    Section 9.   Chief Financial Officer, Treasurer and Assistant Treasurers.

    The Chief Financial Officer shall also be the Treasurer.  The Chief
Financial Officer and/or Treasurer shall, subject to the control and direction
of the Board of Directors and the Chief Executive Officer, have and perform such
powers and duties as may be prescribed in these By-Laws or be determined from
time to time by the Board of Directors and the Chief Executive Officer.  All
property of the Corporation in the custody of the Chief Financial Officer and/or
Treasurer shall be subject at all times to the inspection and control of the
Board of Directors and the Chief Executive Officer. The Chief Financial Officer
and/or Treasurer shall have the responsibility for maintaining the financial
records of the Corporation.  The Chief Financial Officer and/or Treasurer shall
make such disbursements of the funds of the Corporation as are authorized and
shall render from time to time an account of all such transactions and of the
financial condition of the Corporation.  Unless otherwise voted by the Board of
Directors or by the Chief Executive Officer, each Assistant Treasurer, if any,
shall have and perform the powers and duties of the Chief Financial Officer
and/or Treasurer whenever the Chief Financial Officer and/or Treasurer is absent
or unable to act, and may at any time exercise such of the powers of the Chief
Financial Officer and/or Treasurer, and such other powers and duties, as may
from time to time be determined by the Board of Directors or the Chief Executive
Officer.

    Section 10.  Secretary and Assistant Secretaries.

    The Board of Directors or the Chief Executive Officer shall appoint a
Secretary and, in his or her absence, an Assistant Secretary.  Unless otherwise
directed by the Board of Directors, the

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Secretary or, in his or her absence, any Assistant Secretary, shall attend all
meetings of the directors and stockholders and shall record all votes of the
Board of Directors and stockholders and minutes of the proceedings at such
meetings. The Secretary or, in his or her absence, any Assistant Secretary,
shall notify the directors of their meetings, and shall have and perform such
other powers and duties as may from time to time be determined by the Board of
Directors. If the Secretary or an Assistant Secretary is elected but is not
present at any meeting of directors or stockholders, a temporary Secretary may
be appointed by the directors or the Chief Executive Officer at the meeting.

    Section 11.    Bond.

    If required by the Board of Directors, any officer shall give the
Corporation a bond in such sum and with such surety or sureties and upon such
terms and conditions as shall be satisfactory to the Board of Directors,
including without limitation a bond for the faithful performance of the duties
of his office and for the restoration to the Corporation of all books, papers,
vouchers, money and other property of whatever kind in his or her possession or
under his control and belonging to the Corporation.

    Section 12.    Action with Respect to Securities of Other Corporations.

    Unless otherwise directed by the Board of Directors or the Chief Executive
Officer, the Chief Financial Officer and/or Treasurer shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.


                               ARTICLE V - STOCK

    Section 1.     Certificates of Stock.

    Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by the President or a Vice President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
certifying the number of shares owned by him or her.  Any or all of the
signatures on the certificate may be by facsimile.

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    Section 2.   Transfers of Stock.

    Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation.  Except where a
certificate is issued in accordance with Section 4 of this Article of these By-
Laws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.

    Section 3.   Record Date.

    In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for such other
action as hereinbefore described; provided, however, that 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 at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held, and, for determining stockholders entitled to
receive payment of any dividend or other distribution or allotment of rights or
to exercise any rights of change, conversion or exchange of stock or for any
other purpose, the record date shall be at the close of business on the day on
which the Board of Directors adopts a 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.

    Section 4.   Lost, Stolen or Destroyed Certificates.

    In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

    Section 5.   Regulations.

    The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.

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    Section 6.   Interpretation.

    The Board of Directors shall have the power to interpret all of the terms
and provisions of these By-Laws, which interpretation shall be conclusive.


                             ARTICLE VI - NOTICES

    Section 1.   Notices.

    Except as otherwise specifically provided herein or required by law, all
notices required to be given to any stockholder, director, officer, employee or
agent shall be in writing and may in every instance be effectively given by hand
delivery to the recipient thereof, by depositing such notice in the mail,
postage paid, or by sending such notice by courier service, prepaid telegram or
mailgram, or telecopy, cable, or telex.  Any such notice shall be addressed to
such stockholder, director, officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation.  The time when such
notice is received, if hand delivered, or dispatched, if delivered through the
mail or by courier, telegram, mailgram, telecopy, cable, or telex shall be the
time of the giving of the notice.

    Section 2.   Waiver of Notice.

    A written waiver of any notice, signed by a stockholder, director, officer,
employee or agent, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice required to be
given to such stockholder, director, officer, employee or agent.  Neither the
business nor the purpose of any meeting need be specified in such a waiver.
Attendance of a director or stockholder at a meeting without protesting prior
thereto or at its commencement the lack of notice shall also constitute a waiver
of notice by such director or stockholder.


            ARTICLE VII -INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 1.  Right to Indemnification.

    Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved (including, without limitation, as a witness) in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or an officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "Indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director,

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<PAGE>

officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such Indemnitee in connection therewith; provided, however, that, except as
provided in Section 3 of this Article with respect to proceedings to enforce
rights to indemnification or as otherwise required by law, the Corporation shall
not be required to indemnify or advance expenses to any such Indemnitee in
connection with a proceeding (or part thereof) initiated by such Indemnitee
unless such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.

    Section 2.  Right to Advancement of Expenses.

    The right to indemnification conferred in Section 1 of this Article shall
include the right to be paid by the Corporation the expenses (including
attorney's fees) incurred in defending any such proceeding in advance of its
final disposition; provided, however, that, if the Delaware General Corporation
Law requires, an advancement of expenses incurred by an Indemnitee in his
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such Indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such Indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such Indemnitee is
not entitled to be indemnified for such expenses under this Section 2 or
otherwise.  The rights to indemnification and to the advancement of expenses
conferred in Sections 1 and 2 of this Article shall be contract rights and such
rights shall continue as to an Indemnitee who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the Indemnitee's
heirs, executors and administrators.  Any repeal or modification of any of the
provisions of this Article shall not adversely affect any right or protection of
an Indemnitee existing at the time of such repeal or modification.

    Section 3.  Right of Indemnitees to Bring Suit.

    If a claim under Section 1 or 2 of this Article is not paid in full by the
Corporation within sixty (60) days after a written claim has been received by
the Corporation, except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty (20) days, the Indemnitee
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim.  If successful in whole or in part in any such suit,
or in a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Indemnitee shall also be entitled
to be paid the expenses of prosecuting or defending such suit.  In (i) any suit
brought by the Indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by the Indemnitee to enforce a right to an

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<PAGE>

advancement of expenses) it shall be a defense that, and (ii) in any suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the Corporation shall be entitled to recover such
expenses upon a final adjudication that, the Indemnitee has not met any
applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its board of
directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
Indemnitee is proper in the circumstances because the Indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its board of
directors, independent legal counsel, or its stockholders) that the Indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the Indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the Indemnitee, be a defense to such suit. In any suit
brought by the Indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the Indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article or otherwise shall be on the
Corporation.

    Section 4.  Non-Exclusivity of Rights.

    The rights to indemnification and to the advancement of expenses conferred
in this Article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, the Corporation's Certificate of
Incorporation as amended from time to time, these By-Laws, any agreement, any
vote of stockholders or disinterested directors or otherwise.

    Section 5.  Insurance.

    The Corporation may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.

    Section 6.  Indemnification of Employees and Agents of the Corporation.

    The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article with respect to the indemnification and advancement
of expenses of directors and officers of the Corporation.

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                      ARTICLE VIII - CERTAIN TRANSACTIONS

    Section 1.   Transactions with Interested Parties.

    No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board or
committee thereof which authorizes the contract or transaction or solely because
the votes of such director or officer are counted for such purpose, if:

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

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

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

    Section 2.   Quorum.

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


                          ARTICLE IX - MISCELLANEOUS

    Section 1.   Facsimile Signatures.

    In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these By-Laws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

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    Section 2.   Corporate Seal.

    The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in the charge of the Secretary.  If and
when so directed by the Board of Directors or a committee thereof, duplicates of
the seal may be kept and used by the Treasurer or by an Assistant Secretary or
Assistant Treasurer.

    Section 3.   Reliance upon Books, Reports and Records.

    Each director, each member of any committee designated by the Board of
Directors, and each officer of the Corporation shall, in the performance of his
or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or
employees, or committees of the Board of Directors so designated, or by any
other person as to matters which such director or committee member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.

    Section 4.   Fiscal Year.

    Except as otherwise determined by the Board of Directors from time to time,
the fiscal year of the Corporation shall end on the last day of December of each
year.

    Section 5.   Time Periods.

    In applying any provision of these By-Laws which requires that an act be
done or not be done a specified number of days prior to an event or that an act
be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing of the act shall be excluded,
and the day of the event shall be included.

    Section 6.   Pronouns.

    Whenever the context may require, any pronouns used in these By-Laws shall
include the corresponding masculine, feminine or neuter forms.


                            ARTICLE X - AMENDMENTS

    These By-Laws may be amended or repealed by the affirmative vote of a
majority of the whole Board or by the stockholders by the affirmative vote of
eighty percent (80%) of the outstanding voting power of the then-outstanding
shares of capital stock of the Corporation, entitled to vote generally in the
election of directors, at any meeting at which a proposal to amend or repeal
these By-Laws is properly presented.

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