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                                     BY-LAWS
                                       OF
                          CLIMBING ACQUISITION COMPANY


                                    ARTICLE I

                                    OFFICES

     Section  1.  The  corporation   shall  maintain  a  registered  office  and
registered agent within the State of Delaware at such place as may be designated
from time to time by the board of directors.

     Section 2. The  corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

                                  STOCKHOLDERS

     Section 1. An annual meeting of stockholders  for the election of directors
and the transaction of such other business as may properly be brought before the
meeting shall be held each year on such date and at such time and place,  either
within or without the State of Delaware,  as shall be designated by the board of
directors.

     Section 2. Written  notice of each annual meeting  stating the place,  date
and hour of the meeting shall be given not less than ten or more than sixty days
before the date of the  meeting  to each  stockholder  entitled  to vote at such
meeting, except as otherwise required by law.

     Section  3.   Except  as   otherwise   provided  by  the   certificate   of
incorporation,  special  meetings  of  the  stockholders,  for  any  purpose  or
purposes,  may be called by the president,  and shall be called by the president
or secretary at the request in writing of a majority of the board of  directors.
Any special meeting of stockholders  shall be held on such date and at such time
and  place,  either  within  or  without  the  State  of  Delaware,  as shall be
determined  by the officer  calling the same or, if the meeting is being held at
the written  request of a majority of the board of  directors  and such  request
specifies the date, time and place of such meeting,  on the date and at the time
and places specified in such request.

     Section 4. Written notice of each special meeting  stating the place,  date
and hour of the meeting  and the  purpose or  purposes  for which the meeting is
called  shall be given not less than ten or more than sixty days before the date
of the meeting to each stockholder  entitled to vote at such meeting,  except as
otherwise required by law.

     Section 5. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

     Section  6.  The  officer  who  has  charge  of  the  stock  ledger  of the
corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of


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shares  registered in the name of such  stockholder.  Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during  ordinary  business  hours for a period of at least ten days prior to the
meeting,  either at a place  within  the city  where the  meeting is to be held,
which  place  shall be  specified  in the notice of the  meeting,  or, if not so
specified,  at the place where the meeting is to be held. The list shall also be
produced  and  except  the time and place of the  meeting  during the whole time
thereof, and may be inspected by any stockholder who is present.

     Section 7. At each  meeting of  stockholders,  the holders of a majority of
the voting power of the stock entitled to vote at the meeting,  whether  present
in   person  or  represented  by  proxy,  shall  constitute  a  quorum  for  the
transaction  of  business,  except as  otherwise  provided  by statute or by the
certificate of incorporation.

     Section 8. Stockholders shall have the power at any meeting, by the vote of
the holders of a majority of the voting power of the stock  present in person or
represented  by proxy at such  meeting  and  entitled  to vote,  to adjourn  the
meeting from time to time to a later date or hour or to another  place,  whether
or not a  quorum  shall be  present  or  represented  at such  meeting.  At such
adjourned  meeting  at  which a quorum  shall be  present  or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  notified.  If the  adjournment  is for more than thirty days,  or if
after the  adjournment a new record date is fixed for the adjourned  meeting,  a
notice of the  adjourned  meeting shall be given to each  stockholder  of record
entitled to vote at the meeting, Otherwise, notice of any adjourned meeting need
not be given if the date, time and place thereof are announced at the meeting at
which the adjournment is taken.

     Section 9. At each meeting of stockholders for the election of directors at
which a quorum is present or  represented a plurality of the votes cast shall be
sufficient  to elect such  directors.  All other  questions  brought  before any
meeting of  stockholders  at which a quorum is present or  represented  shall be
decided  by the vote of the  holders of a  majority  of the voting  power of the
stock present in person or  represented  by proxy at the meeting and entitled to
vote on the subject  matter,  unless the question is one upon which,  by express
provision of the statutes or of the  certificate of  incorporation,  a different
vote is required,  in which case such express provision shall govern and control
the decision of such question.

     Section 10. Unless otherwise  provided in the certificate of incorporation,
and subject to the  provisions  of statute and these  bylaws  providing  for the
fixing of record dates,  each stockholder  shall be entitled at every meeting of
the  stockholders  to one vote for each  share  of  capital  stock  held by such
stockholder.

     Section 11. Each stockholder  entitled to vote at a meeting of stockholders
or to express  consent to  corporate  action in  writing  without a meeting  may
authorize another person or persons to act for such stockholder by proxy, but no
proxy shall be  effective  for more than three  years from its date,  unless the
proxy provides for a longer period.

     Section 12. Unless otherwise  provided in the certificate of incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the  corporation,  or any action  which may be taken at any annual or special
meeting of such  stockholders,  may be taken  without a meeting,  without  prior
notice and without a vote, if a consent in writing,  setting forth the action so
taken,  shall be signed by the holders of outstanding stock having not less than
the minimum  number of votes that would be  necessary  to authorize or take such
action at a meeting at which all shares  entitled to vote  thereon  were present
and voted and shall be delivered to the  corporation  in the manner  required by
law.  Every  such  written  consent  shall  bear the date of  signature  of each
stockholder who signs the consent and no such written consent shall be effective
to take the


                                       -2-


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corporate  action referred to therein unless,  within sixty days of the earliest
dated  consent  delivered  to the  corporation  in the manner  required  by law,
written  consents  signed by a sufficient  number of  stockholders  to take such
action are delivered to the  corporation in the manner  required by law.  Prompt
notice of the  taking of any  corporate  action  without a meeting  by less than
unanimous  written  consent  shall be given to those  stockholders  who have not
consented  in writing and who, if the action had been taken at a meeting,  would
have been  entitled to notice of the meeting if the record date for such meeting
had been the date  that  written  consents  signed  by a  sufficient  number  of
stockholders were delivered to the corporation in the manner required by law.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. The business and affairs of the corporation  shall be managed by
or under the direction of a board of one or more directors.  The stockholders at
their annual  meeting shall  determine the number of directors to constitute the
board for the next year,  provided  that  thereafter  the  authorized  number of
directors may be increased by the stockholders or the board and decreased by the
stockholders.  The  directors  shall be  elected  at the  annual  meeting of the
stockholders,  except as provided  in Section 2 of this  Article  III,  and each
director  elected  shall hold office  until his or her  successor is elected and
qualified or until his or her earlier resignation or removal. Directors need not
be stockholders.

     Section 2. Vacancies  (whether existing or to take effect at a future date)
and newly created  directorships  resulting  from any increase in the authorized
number of directors may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining  director,  and any director
so chosen shall hold office until the next  election of directors  and until his
or her successor is duly elected and shall qualify,  or until his or her earlier
resignation,  removal or replacement.  If there are no directors in office, then
an  election of directors may be held in the manner provided by statute.  If, at
the time of filling any vacancy or any newly created directorship, the directors
then  in office  shall  constitute  less than a majority  of the whole board (as
constituted immediately prior to any such increase),  the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
of the total number of shares at the time  outstanding  having the right to vote
for  such  directors,  summarily  order  an election to be held to fill any such
vacancies or newly created directorships, or to replace  the directors chosen by
the directors then in office.

                       Meetings of the Board of Directors

     Section 3. The board of directors  of the  corporation  may hold  meetings,
both regular and special, either within or without the State of Delaware.

     Section 4. Regular  meetings of the board of directors  may be held without
notice on such date and at such time and place as shall be determined  from time
to time by the board.

     Section 5. Special  meetings of the board may be called by the president on
not less  than  three  days'  notice to each  director,  either  personally,  by
telephone,  by mail,  by telegram or by any other  means of  communication,  and
special  meetings  shall be called by the  president or secretary in like manner
and on like notice at the written request of one or more of the directors.


                                       -3-

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     Section 6. At all meetings of the board a majority of the  directors  shall
constitute a quorum for the  transaction  of business.  The act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors unless the certificate of incorporation  shall require
the vote of a greater number. If a quorum shall not be present at any meeting of
the board of directors,  the directors present may adjourn the meeting from time
to time,  without notice other than announcement at the meeting,  until a quorum
shall be present.

     Section 7. 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.Members of the board of directors, or any committee designated by
the board of directors,  may participate in a meeting of the board of directors,
or any  committee,  by means of conference  telephone or similar  communications
equipment in which all persons participating in the meeting can hear each other,
and such  participation in a meeting shall constitute  presence in person at the
meeting.

                             Committees of Directors

     Section 9. The board of directors  may  designate  one or more  committees,
each  consisting of one or more of the directors of the  corporation.  The board
may designate one or more directors as alternate  members of any committee,  who
may replace any absent or disqualified member at any meeting of the committee.

     In the absence or disqualification  of a member of a committee,  the member
or members  thereof  present at any meeting and not  disqualified  from  voting,
whether or not he, she or they  constitute  a quorum,  may  unanimously  appoint
another  member of the board of  directors to act at the meeting in the place of
any such absent or disqualified member.

     Any such  committee,  to the extent  provided by 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,
but no such committee  shall have the power or authority to approve or adopt, or
recommend to the  stockholders,  any action or matter expressly  required by the
Delaware  General  Corporation  Law  to be  submitted  to the  stockholders  for
approval,  or to  adopt,  amend or  repeal  these  by-laws.  Such  committee  or
committees  shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.

     Section 10. Each committee  shall keep regular  minutes of its meetings and
report the same to the board of directors when required.

                            Compensation of Directors

     Section  11. The board of  directors  shall have the  authority  to fix the
compensation of directors.  The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for  attendance  at each meeting of the board of directors or a stated salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                       -4-

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                              Removal of Directors

     Section 12. Unless otherwise  restricted by law, any director or the entire
board of directors may be removed,  with or without  cause,  by the holders of a
majority  of the  shares  issued  and  outstanding  and  entitled  to vote at an
election of directors.

                                   ARTICLE IV

                                     NOTICES

     Section 1.  Whenever,  under the  provisions  of  statute,  certificate  of
incorporation or by-laws, notice is required to be given to any stockholder,  it
shall not be consumed to require  personal  notice but shall mean such notice as
may be given  in  writing,  by  mail,  addressed  to such  stockholder,  at such
stockholder's  address  as it appears on the  records of the  corporation,  with
postage thereon  prepaid,  and such notice shall be deemed to have been given at
the time when the same shall have been deposited in the United States mail.

     Section 2. Whenever any notice is required to be given under the provisions
of  statute,  certificate  of  incorporation  or  by-laws,  a waiver  thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto. 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 a committee  of  directors  need be specified in any
written waiver of notice.

                                    ARTICLE V

                                    OFFICERS

     Section 1. The officers of the corporation  shall be chosen by the board of
directors and shall include a president, a secretary and a treasurer.  The board
of  directors  may  also  choose  a  chairman  of the  board,  one or more  vice
presidents and one or more assistant secretaries and assistant  treasurers.  Any
number of offices  may be held by the same  person,  unless the  certificate  of
incorporation provides otherwise.

     Section 2. The board of  directors  may appoint  such other  officers as it
shall deem  necessary or  appropriate,  and such  officers  shall  exercise such
powers and perform such duties as shall be  determined  from time to time by the
board.

     Section 3. The salaries of all officers of the  corporation  shall be fixed
by or in the manner prescribed by the board of directors.

     Section 4. Each officer of the  corporation  shall hold office until his or
her successor is elected and  qualified or until his or her earlier  resignation
or removal.  Any officer  elected or appointed by the board of directors  may be
removed at any time by a vote of the board of directors.  Any vacancy  occurring
in any  office  of the  corporation  may,  or,  in the  case  of the  president,
secretary or treasurer, shall, be filled by the board of directors.

                                      -5-

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                        The President and Vice Presidents

     Section  5. The  president  shall be the  chief  executive  officer  of the
corporation,  shall preside at all meetings of the stockholders and the board of
directors  (unless a chairman of the board is currently holding office, in which
event the  chairman of the board  shall  preside at such  meetings),  shall have
general and active  management of the business of the  corporation and shall see
that all orders and  resolutions  of the board of directors  are carried out and
put into effect.

     Section  6.  The  president  shall  execute  bonds,   mortgages  and  other
contracts,  except where required or permitted by law to be otherwise signed and
executed,  except  where  signing  and  execution  thereof  shall  be  expressly
delegated by the board of directors to some other officer of the corporation and
except as otherwise permitted by Section 7 of this Article V.

     Section 7. In the  absence of the  president  or in the event of his or her
inability to act, the vice president,  if any (or if there is more than one vice
president,  the vice presidents in the order  designated by the directors or, in
the  absence of any  designation,  then in the order of their  election),  shall
perform  the duties of the  president,  and when so  acting,  shall have all the
powers of and shall be subject to all the restrictions  upon the president.  The
vice  presidents,  if any,  shall  perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                     The Secretary and Assistant Secretaries

     Section  8.  The  secretary  shall  attend  all  meetings  of the  board of
directors and all meetings of the stockholders and record all the proceedings of
such  meetings  in a book to be kept for that  purpose  and shall  perform  like
duties for the standing committees when required. He or she shall give, or cause
to be given,  notice of all meetings of the stockholders and special meetings of
the board of directors, and shall perform such other duties as may be prescribed
by the board of directors or president,  under whose supervision he or she shall
be.

     Section 9. In the  absence of the  secretary  or in the event of his or her
inability to act, the assistant secretary, if any (or if there is more than one,
the assistant  secretaries  in the order  designated by the directors or, in the
absence of any designation,  then in the order of their election), shall perform
the duties and exercise the powers of the secretary and shall perform such other
duties and have such  other  powers as the board of  directors  may from time to
time prescribe.

                     The Treasurer and Assistant Treasurers

     Section 10. The treasurer shall have the custody of the corporate funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements  in books belonging to the corporation and shall deposit all money
and other valuable  effects in the name and to the credit of the  corporation in
such depositories as may be designated by the board of directors.

     Section 11. The treasurer  shall  disburse the funds of the  corporation as
may be  ordered  by the board of  directors,  taking  proper  vouchers  for such
disbursements,  and shall render to the president and the board of directors, at
its regular meetings,  or when the board of directors so requires, an account of
all his or her  transactions as treasurer and of the financial  condition of the
corporation.

                                      -6-

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     Section 12. In the absence of the  treasurer  or in the event of his or her
inability to act, the assistant treasurer, if any (or if there is more than one,
the  assistant  treasurers  in the order  designated by the directors or, in the
absence of any designation,  then in the order of their election), shall perform
the duties and exercise the powers of the treasurer and shall perform such other
duties and have such  other  powers as the board of  directors  may from time to
time prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     Section 1. Every  holder of stock in the  corporation  shall be entitled to
have a certificate signed by, or in the name of the corporation by, the chairman
of the  board of  directors  or the  president  or a vice  president  and by the
treasurer or an assistant  treasurer or the secretary or an assistant  secretary
of the  corporation,  representing  the number of shares owned by such person in
the corporation.

     Certificates may be issued for partly paid shares and in such case upon the
face or back of the  certificates  issued  to  represent  any such  partly  paid
shares, the total amount of the consideration to be paid therefor and the amount
paid thereon shall be specified.

     If the  corporation  is authorized to issue more than one class of stock or
more than one series of any class,  the powers,  designations,  preferences  and
relative, participating, optional or other special rights of each class of stock
or series thereof and the  qualifications,  limitations or  restrictions of such
preferences and/or rights  shall  be set forth in full or summarized on the face
or back of the  certificate or certificates  which the  corporation  shall issue
to  represent such class or series of stock, provided that, except as  otherwise
provided  in  Section  202 of  the  Delaware  General  Corporation  Law,  or any
successor  provisions  enacted  from  time to  time,  in  lieu of the  foregoing
requirements,  there may be set forth on the face or back of the  certificate or
certificates which the corporation shall issue to represent such class or series
of stock, a statement that the  corporation  will furnish without charge to each
stockholder who so requests the powers,  designation,  preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications,  limitations or restrictions of such preferences
and/or rights.

     Section  2.  Any  or  all  of the  signatures  on  the  certificate  may be
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued,  it may be issued  by the  corporation  with the same  effect as if such
person were such officer, transfer agent or registrar at the date of issue.

                                Lost Certificates

     Section  3.  The  board  of  directors  may  direct  a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
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 or destroyed  certificate or  certificates,  or such
owner's  legal  representative,  to give the  corporation  a bond  sufficient to
indemnify  it against  any claim that may be made  against  the  corporation  on
account of the alleged loss,  theft or  destruction  of any such  certificate or
certificates or the issuance of such new certificate or certificates.

                                       -7-

<PAGE>


                                Transfer of Stock

     Section 4. Upon  surrender to the  corporation or the transfer agent of the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of succession,  assignation  or authority to transfer,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               Fixing Record Date

     Section 5. 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, to express consent to corporate action in writing without a
meeting,  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 be, in the case of a
meeting of stockholders or any adjournment  thereof, not more than sixty or less
than ten days  before the date of such  meeting,  in the case of any  consent to
corporate action in writing without a meeting,  not more than ten days after the
date upon which the resolution fixing the record date is adopted by the board of
directors,  and, in the case of any other action, not more than sixty days prior
to such action.  A determination of stockholders of record entitled to notice of
or to vote at a meeting of  stockholders  shall apply to any  adjournment of the
meeting;  provided,  however,  that the board of directors  may fix a new record
date for the adjourned  meeting,  In no event shall any record date fixed by the
board of  directors  pursuant to this  Section 5 precede the date upon which the
resolution fixing the record date is adopted by the board of directors.

                             Registered Stockholders

     Section 6. The  corporation  shall be entitled to recognize  the  exclusive
right of a person  registered  on its books as the  owner of  shares to  receive
dividends,  and to  vote  as  such  owner,  and to hold  liable  for  calls  and
assessments a person  registered on its books as the owner of shares,  and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice  thereof,  except as otherwise  provided by the Delaware
General Corporation Law.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     Section 1.  Subject to any  restrictions  contained in the  certificate  of
incorporation,  the board of  directors of the  corporation  may declare and pay
dividends  upon the shares of  capital  stock of the  corporation  to the extent
permitted by  law.  Dividends may be paid cash, in property, or in shares of the
capital  stock,  subject to the provisions of the certificate  of incorporation.

     Section 2. Before  payment of any  dividend,  there may be set aside out of
any funds of the  corporation  available for  dividends  such sum or sums as the
directors  from time to time, in their  absolute  discretion,  think proper as a
reserve 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 deem in the best


                                      -8-

<PAGE>


interests of the  corporation,  and the directors may modify or abolish any such
reserve in the manner in which it was created.

                                     Checks

     Section  3. All checks or  demands  for money and notes of the  corporation
shall be signed by such  officer or officers or such other  person or persons as
the board of directors may from time to time designate.

                                   Fiscal Year

     Section 4. The fiscal year of the corporation  shall be fixed by resolution
of the board of directors.

                                  ARTICLE VIII

                                 IDEMNIFICATION

     Section 1. The corporation shall indemnify 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 such  corporation) by
reason of the fact  that such  person 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 such person
in  connection  with such action,  suit 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 interests of the corporation,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such 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 such 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,  shall not,  of itself,  create a  presumption  that such person had
reasonable cause to believe that such conduct was unlawful.

     Section 2. The corporation shall indemnify 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 such person 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) actually and
reasonably  incurred by such person 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;  provided,  however,  that no  indemnification  shall be made  with
respect to any claim,  issue or matter as to which such  person  shall have been
adjudged  liable  to the  corporation,  except to the  extent  that the Court of
Chancery of the State of Delaware (or the court in which such action or suit was
brought)  determines 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 as such Court of Chancery or other court deems
proper.

     Section 3. To the extent that a director or officer has been  successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 1 or 2 of this Article VIII, or in defense of any


                                       -9-

<PAGE>


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 4. Any  indemnification  under  Section 1 or 2 of this Article VIII
(unless 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
or  officer  is  proper  in the  circumstances  because  he or she  has  met the
applicable  standards  of  conduct  set  forth in said  Sections  1 and 2.  Such
determination shall be made (a) by a majority vote of the directors who were not
parties to such action,  suit or proceeding,  even though less than a quorum, or
(b) if  there  are no  such  directors,  or if  such  directors  so  direct,  by
independent  legal counsel (who may be regular counsel for the corporation) in a
written opinion, or (c) by the stockholders of the corporation.

     Section 5. Expenses (including attorney's fees) incurred by any director or
officer of the  corporation in defending a civil,  criminal,  administrative  or
investigative  action,  suit or  proceeding  may 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 such  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 pursuant to this Article VIII.

     Section 6. The  indemnification and advancement of expenses provided by, or
granted  pursuant to, this Article VIII (a) shall not be deemed exclusive of any
other rights of any person under any certificate of  incorporation,  articles of
incorporation, articles of association, by-laws, agreement, vote of stockholders
or  disinterested  directors,  or otherwise,  both as to action in such person's
official capacity and as to action in another capacity while holding such office
(provided that any  indemnification  realized other than under this Article VIII
shall apply as a credit  against any  indemnification  provided by this  Article
VIII),  (b) shall  continue  for a person  who has  ceased to be a  director  or
officer  and  (c)  shall  inure  to the  benefit  of the  heirs,  executors  and
administrators of such a person.

     Section 7. The corporation may purchase and maintain insurance on behalf of
any  person  who  is or  was a  director,  officer,  employee  or  agent  of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise,  against any liability asserted against such
person 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  such person  against  such  liability  under the  provisions  of this
Article VIII or of applicable law, if and whenever the board of directors of the
corporation deems it in the best interests of the corporation to do so.

     Section 8. For purposes of this Article VIII and indemnification hereunder,
any person who is or was a director or officer of any other corporation of which
the corporation  owns or controls or at the time in question owned or controlled
directly or  indirectly  a majority of the shares of stock  entitled to vote for
election  of  directors  shall be  conclusively  presumed  to be serving or have
served as such director or officer at the request of the corporation.

     Section  9.  The  corporation  may,  to the  fullest  extent  permitted  by
applicable  law from time to time in effect,  indemnify any and all persons whom
the  corporation  shall have power to indemnify  under such law from and against
any and all of the  expenses,  liabilities  or other  matters  referred to in or
covered by said law, if and whenever  the board of directors of the  corporation
deems it to be in the best interests of the corporation to do so.

                                      -10-

<PAGE>



                                   ARTICLE IX

                                      SEAL

                       The corporation shall have no seal.

                                    ARTICLE X

                                   AMENDMENTS

     These  by-laws  may be  altered,  amended or repealed or new by-laws may be
adopted by the stockholders or by the board of directors.