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Exhibit 3.13

                            MIRACOR DIAGNOSTICS, INC.
                          AMENDED AND RESTATED BY-LAWS
                         AS ADOPTED ON NOVEMBER 11, 2002

                                TABLE OF CONTENTS


                                    ARTICLE I
                                  STOCKHOLDERS

1.01. Annual Meetings........................................................4
1.02. Special Meetings.......................................................4
1.03. Notice of Meetings; Waiver.............................................4
1.04. Quorum and Required Vote...............................................4
1.05. Voting Rights..........................................................4
1.06. Voting by Ballot.......................................................5
1.07. Adjournment............................................................5
1.08. Proxies................................................................5
1.09. Presiding Officer and Secretary of the Meeting.........................5
1.10. Notice of Stockholder Business and Nominations.........................6
1.11. Inspectors of Elections................................................6
1.12. Opening and Closing of Polls...........................................8
1.13. Confidential Voting....................................................8

                                   ARTICLE II
                               BOARD OF DIRECTORS

2.01. General Powers.........................................................8
2.02. Number of Directors....................................................9
2.03. Classified Board; Election of Directors................................9
2.04. Annual and Regular Meetings............................................9
2.05. Special Meetings; Notice...............................................9
2.06. Quorum; Voting.........................................................10
2.07. Adjournment............................................................10
2.08. Action Without a Meeting...............................................10
2.09. Regulations; Manner of Acting..........................................10
2.10. Action by Telephonic Communications....................................10
2.11. Resignations...........................................................10
2.12. Removal of Directors...................................................10
2.13. Vacancies and Newly Created Directorships..............................10
2.14. Compensation...........................................................11
2.15. Reliance on Accounts and Reports.......................................11

                                   ARTICLE III
                                BOARD COMMITTEES

3.01. How Constituted........................................................11
3.02. Committee Powers.......................................................11
3.03. Proceedings............................................................12
3.04. Quorum and Manner of Acting............................................12
3.05. Action by Telephonic Communications....................................12
3.06. Resignations...........................................................13
3.07. Removal................................................................13
3.08. Vacancies..............................................................13

                                   ARTICLE IV
                                    OFFICERS

4.01. Number.................................................................13
4.02. Election...............................................................13
4.03. Salaries...............................................................13
4.04. Removal and Resignation; Vacancies.....................................13
4.05. Authority and Duties of Officers.......................................13
4.06. The Chairman...........................................................13
4.07. The Chief Executive Officer............................................14
4.08. The President..........................................................14
4.09. Absence or Disability of the Chief Executive Officer...................14
4.10. Vice Presidents........................................................14
4.11. The Secretary..........................................................14
4.12. The Chief Financial Officer............................................14
4.13. The Treasurer..........................................................14
4.14. Additional Officers....................................................15


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                                    ARTICLE V
                                  CAPITAL STOCK

5.01. Certificates of Stock..................................................15
5.02. Signatures; Facsimile..................................................15
5.03. Lost, Stolen or Destroyed Certificates.................................15
5.04. Transfer of Stock......................................................15
5.05. Record Date............................................................15
5.06. Registered Stockholders................................................16
5.07. Transfer Agent and Registrar...........................................16

                                   ARTICLE VI
                                 INDEMNIFICATION

6.01. Nature of Indemnity....................................................17
6.02. Determination that Indemnification is Proper...........................17
6.03. Advance Payment of Expenses............................................17
6.04. Procedure for Indemnification of Directors and Officers................17
6.05. Survival; Preservation of Other Rights.................................18
6.06. Insurance..............................................................18
6.07. Severability...........................................................18

                                   ARTICLE VII
                                     OFFICES

7.01. Registered Office......................................................18
7.02. Other Offices..........................................................18

                                  ARTICLE VIII
                               GENERAL PROVISIONS

8.01. Dividends..............................................................18
8.02. Reserves...............................................................19
8.03. Execution of Instruments...............................................19
8.04. Corporate Indebtedness.................................................19
8.05. Deposits...............................................................19
8.06. Checks.................................................................19
8.07. Sale, Transfer, etc. of Securities.....................................19
8.08. Voting as Stockholder..................................................20
8.09. Fiscal Year............................................................20
8.10. Seal...................................................................20

                                   ARTICLE IX
                              AMENDMENT OF BY-LAWS

9.01. Amendment..............................................................20

                                    ARTICLE X
                                  CONSTRUCTION

10.01. Construction..........................................................20




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                                    ARTICLE I
                                  STOCKHOLDERS

SECTION 1.01. ANNUAL MEETINGS. The annual meeting of the stockholders of the
Corporation for the election of Directors and for the transaction of such other
business as properly may come before such meeting shall be held at such place,
date and time as may be fixed by resolution of the Board of Directors and set
forth in the notice or waiver of notice of the meeting.

SECTION 1.02. SPECIAL MEETINGS. Special meetings of the stockholders may be
called at any time by the Chief Executive Officer [or, in the event of the Chief
Executive Officer's absence or disability, by the President or any Director who
is also an officer (hereafter, an "Officer Director")]. A special meeting shall
be called by the Chief Executive Officer (or, in the event of the Chief
Executive Officer's absence or disability, by the President or any Officer
Director) or by the Secretary pursuant to a resolution approved by a majority of
the entire Board of Directors. Such special meetings of the stockholders shall
be held at such places as shall be specified in the respective notices or
waivers of notice thereof. Any power of the stockholders of the Corporation to
call a special meeting is specifically denied.

SECTION 1.03. NOTICE OF MEETINGS; WAIVER. The Secretary or any Assistant
Secretary shall cause written notice of the place, date and hour of each meeting
of the stockholders and, in the case of a special meeting, the purpose or
purposes for which such meeting is called, to be given personally or by mail,
not less than ten (10) nor more than sixty (60) days prior to the meeting, to
each stockholder of record entitled to vote at such meeting. If such notice is
mailed, it shall be deemed to have been given to a stockholder when deposited in
the United States mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the record of stockholders of the
Corporation. Such further notice shall be given as may be required by law. A
written waiver of any notice of any annual or special meeting signed by the
person entitled thereto, shall be deemed equivalent to notice. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders needs to be specified in a written waiver of notice.
Attendance of a stockholder at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

SECTION 1.04. QUORUM AND REQUIRED VOTE. Except as otherwise required by law or
by the Certificate of Incorporation, the presence in person or by proxy of the
holders of record of thirty-three and one-third percent (33.33%) of the shares
entitled to vote at a meeting of stockholders shall constitute a quorum for the
transaction of business at such meeting. Except as otherwise required by law or
by the Certificate of Incorporation, these By-Laws or the rules or regulations
of any stock exchange applicable to the Corporation, the vote of a majority (or,
in the case of the election of Directors, a plurality) of the shares represented
in person or by proxy at any meeting at which a quorum is present shall be
sufficient for the transaction of any business at such meeting.

SECTION 1.05. VOTING RIGHTS. Subject to the rights of the holders of any class
or series of Preferred Stock, every holder of record of shares entitled to vote
at a meeting of stockholders shall be entitled to one vote for each share
outstanding in such stockholder's name on the books of the Corporation at the
close of business on the date fixed pursuant to the provisions of Section 5.05
hereof as the record date for the determination of the stockholders who shall be
entitled to notice of and to vote at such meeting.

SECTION 1.06. VOTING BY BALLOT. No vote of the stockholders need be taken by
written ballot unless otherwise required by law. Any vote not required to be
taken by ballot may be conducted in any manner approved by the presiding officer
at the meeting at which such vote is taken.

SECTION 1.07. ADJOURNMENT. If a quorum is not present at any meeting of the
stockholders, the presiding officer shall have the power to adjourn any such
meeting from time to time until a quorum is present. Notice of any adjourned
meeting of the stockholders of the Corporation need not be given if the place,
date and hour thereof are announced at the meeting at which the adjournment is
taken, provided, however, that if the adjournment is for more than one hundred
eighty (180) days, or if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice
of the adjourned meeting, conforming to the requirements of Section 1.03 hereof,
shall be given to each stockholder of record entitled to vote at such meeting.
At any adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted on the original date of the meeting.

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SECTION 1.08. PROXIES. Any stockholder entitled to vote at any meeting of the
stockholders may authorize another person or persons to vote at any such meeting
for such stockholder by proxy. A stockholder may authorize a valid proxy by
executing a written instrument signed by such stockholder, or such stockholder's
authorized officer, director, employee or agent, or by causing such signature to
be affixed to such writing by any reasonable means including, but not limited
to, by facsimile signature, or by transmitting or authorizing the transmission
of a telegram, cablegram, data and voice telephonic communications, computer
network, e-mail or other means of electronic transmission to the person
designated as the holder of the proxy, a proxy solicitation firm, a proxy
support service organization or a like authorized agent. No such proxy shall be
voted or acted upon after the expiration of three (3) years from the date of
such proxy, unless such proxy provides for a longer period. Every proxy shall be
revocable at the pleasure of the stockholder executing it, except in those cases
where applicable law provides that a proxy shall be irrevocable. A stockholder
may revoke any proxy which is not irrevocable by attending the meeting and
voting in person or by filing an instrument in writing revoking the proxy or by
filing another duly executed proxy bearing a later date with the Secretary.
Proxies by telegram, cablegram, data and voice telephonic communications,
computer network, e-mail or other electronic transmission must either set forth
or be submitted with information from which it can be determined that such
electronic transmission was authorized by the stockholder. If it is determined
that such electronic transmission is valid, the Inspectors shall specify the
information upon which they relied. Any copy, facsimile telecommunication or
other reliable reproduction of a 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.

SECTION 1.09. PRESIDING OFFICER AND SECRETARY OF THE MEETING.

         (a) At every meeting of stockholders the presiding officer shall be the
Chairman or, in the event of the Chairman's absence or disability, the
President, or in the event of the President's absence or disability, any officer
designated by the Chief Executive Officer, or in the event of the Chief
Executive Officer's absence or the failure of the Chief Executive Officer to
designate an officer for such purpose, any officer chosen by resolution of the
Board of Directors. The order of business and all other matters of procedure at
every meeting of stockholders may be determined by the presiding officer. The
Secretary, or in the event of the Secretary's absence or disability, any
Assistant Secretary designated by the presiding officer, if any, or if there be
no Assistant Secretary, in the absence of the Secretary, an appointee of the
presiding officer, shall act as Secretary of the meeting.

         (b) Conduct of Meetings. The Board of Directors may adopt by resolution
such rules and regulations for the conduct of the meeting of stockholders as it
shall deem appropriate. Except to the extent inconsistent with any such rules
and regulations as adopted by the Board of Directors, the presiding officer
shall have the right and authority to convene and to adjourn the meeting, to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such presiding officer, are appropriate for the proper conduct
of the meeting. Such rules, regulations or procedures, whether adopted by the
Board of Directors or prescribed by the presiding officer, may include, but are
not limited to, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) rules and procedures for maintaining order at the
meeting and the safety of those present; (iii) limitations on attendance at or
participation in the meeting to stockholders of record of the Corporation, their
duly authorized and constituted proxies or such other persons as the presiding
officer shall determine; (iv) restrictions on entry to the meeting after the
time fixed for the commencement thereof; and (v) limitations on the time
allotted to questions or comments by participants. Meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.

SECTION 1.10.  NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

         (a) Annual Meetings of Stockholders. (i) Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders at an annual meeting of
stockholders may be made only (A) by or at the direction of the Board of
Directors or the Chief Executive Officer, or (B) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complies with the

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applicable requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and the rules and regulations promulgated thereunder and the
notice procedures set forth in clause (ii) of this paragraph and who was a
stockholder of record at the time such notice is delivered to the Secretary of
the Corporation, (ii) For nominations or other business to be properly brought
before an annual meeting by a stockholder, pursuant to clause (B) of paragraph
(a)(i) of this Section 1.10, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and any such other
business must otherwise be a proper matter for stockholder action. To be timely,
a stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than one hundred twenty (120)
calendar days prior to the first anniversary of the previous year's annual
meeting; provided, however, that in the event that no annual meeting was held in
the previous year or the date of the annual meeting was changed by more than
thirty (30) days from the anniversary date of the previous year's annual
meeting, notice by the stockholder must be so received not later than one
hundred twenty (120) calendar days prior to such annual meeting or ten (10)
calendar days following the date on which public announcement of the date of the
meeting is first made. In no event shall an adjournment or postponement of an
annual meeting (or the public announcement thereof) commence a new time period
(or extend any time period) for the giving of stockholders' notice as described
below. Such stockholder's notice 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,
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, in the event that such business
includes a proposal to amend either the Certificate of Incorporation or the
By-Laws of the Corporation, the language of the proposed amendment; (C) any
material interest in such business of such stockholder and of any beneficial
owner on whose behalf the proposal is made and, in case of nominations, a
description of all arrangements or understandings between the stockholder and
each nominee and any other persons (naming them) pursuant to which the
nominations are to be made by the stockholder; (D) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by a qualified representative
at the meeting to propose such business; (E) if the stockholder intends to
solicit proxies in support of such stockholder's proposals, a representation to
that effect; and (F) as to the stockholder giving the notice and any beneficial
owner on whose behalf the nomination or proposal is made, (1) the name and
address of such stockholder, as it appears on the Corporation's books, and of
such beneficial owner and (2) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner. If such stockholder does not appear or send a qualified
representative to present such proposal at such annual meeting, the Corporation
need not present such proposal for a vote at such meeting, notwithstanding that
proxies in respect of such vote which may have been received by the Corporation.
The presiding officer of any annual meeting of stockholders shall refuse to
permit any business proposed by a stockholder to be brought before such annual
meeting without compliance with the foregoing procedures or if the stockholder
solicits proxies in support of such stockholder's proposal without such
stockholder having made the representation required by clause (E) above.

         (b) Special Meetings of Stockholders. (i) Only such business as shall
have been brought before the special meeting of the stockholders pursuant to the
Corporation's notice of meeting pursuant to Section 1.02 of these By-Laws shall
be conducted at such meeting; (ii) In the event that Directors are to be elected
at a special meeting of stockholders pursuant to the Corporation's notice of
meeting, nominations of persons for election to the Board of Directors may be
made at such special meeting of stockholders (1) by or at the direction of the
Board of Directors or (2) by any stockholder of the Corporation who is entitled
to vote at the meeting, who complies with the notice procedures set forth in
this Section 1.10 and who is a stockholder of record at the time such notice is
delivered to the Secretary of the Corporation. Nominations by stockholders of
persons for election to the Board of Directors may be made at such special
meeting of stockholders if the stockholder's notice as required by paragraph
(a)(ii) of this Section 1.10 shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than one hundred fifty
(150) calendar days prior to such special meeting or ten (10) calendar days
following the date on which public announcement of the date of the special
meeting and of the nominees to be elected at such meeting is first made. In no
event shall the adjournment or postponement of a special meeting (or the public
announcement thereof) commence a new time period (or extend any time period) for
the giving of a stockholder's notice as described above.

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         (c) General. (i) Only persons who are nominated in accordance with the
procedures set forth in this Section 1.10 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 1.10. Except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws, the presiding officer 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 in
accordance with the procedures set forth in this Section 1.10 and, if any
proposed nomination or business is not in compliance with this Section 1.10, to
declare that such defective proposal or nomination shall be disregarded; (ii)
Nothing in this Section 1.10 shall be deemed to affect any rights of the holders
of any class or series of preferred stock, if any, to elect Directors if so
provided under any applicable preferred stock Certificate of Designation (as
defined in the Certificate of Incorporation).

SECTION 1.11. INSPECTORS OF ELECTIONS.

          (a) Prior to any meeting of the stockholders, the Board of Directors
shall appoint one or more persons to act as Inspectors of Elections, and may
designate one or more alternate Inspectors. If no Inspector or alternate is able
to act, the person presiding at the meeting shall appoint one or more Inspectors
to act at the meeting. Each Inspector, before entering upon the discharge of the
duties of an Inspector, shall take and sign an oath faithfully to execute the
duties of Inspector with strict impartiality and according to the best of such
Inspector's ability. The Inspector shall: (i) ascertain the number of shares
outstanding and the voting power of each; (ii) determine the shares represented
at the meeting and the validity of proxies and ballots; (iii) specify the
information relied upon to determine the validity of electronic transmissions in
accordance with Section 1.08 hereof; (iv) count all votes and ballots; (v)
determine and retain for a reasonable period a record of the disposition of any
challenges made to any determination by the Inspectors; (vi) certify such
Inspector's determination of the number of shares represented at the meeting,
and such Inspector's count of all votes and ballots.

         (b) The Inspector may appoint or retain other persons or entities to
assist in the performance of the duties of Inspector.

         (c) When determining the shares represented and the validity of proxies
and ballots, the Inspector shall be limited to an examination of the proxies,
any envelopes submitted with those proxies, any proxies provided in accordance
with Section 1.08 of these By-Laws, ballots and the regular books and records of
the Corporation. The Inspector may consider other reliable information for the
limited purpose of reconciling proxies and ballots submitted by or on behalf of
banks, brokers or their nominees or a similar person which represent more votes
than the holder of a proxy is authorized by the record owner to cast or more
votes than the stockholder holds of record. If the Inspector considers other
reliable information as outlined in this section, the Inspector, at the time of
certification pursuant to (a)(vi) of this Section 1.11, shall specify the
precise information considered, the person(s) from whom such information was
obtained, when this information was obtained, the means by which such
information was obtained, and the basis for the Inspector's belief that such
information is accurate and reliable.

SECTION 1.12. OPENING AND CLOSING OF POLLS. The time for the opening and the
closing of the polls for the matters to be voted upon at a stockholder meeting
shall be announced at the meeting by the presiding officer. The Inspector of the
election shall be prohibited from accepting any ballots, proxies or votes or any
revocations thereof or changes thereto after the closing of the polls, unless a
Court, upon application by a stockholder, shall determine otherwise.

SECTION 1.13. CONFIDENTIAL VOTING.

         (a) Proxies and ballots that identify the votes of specific
stockholders shall be kept in confidence by the Inspectors of election unless
(i) there is an opposing solicitation with respect to the election or removal of
Directors, (ii) disclosure is required by applicable law, (iii) a stockholder
expressly requests or otherwise authorizes disclosure in relation to such
stockholder's vote, or (iv) the Corporation concludes in good faith that a bona
fide dispute exists as to the authenticity of one or more proxies, ballots or
votes, or as to the accuracy of any tabulation of such proxies, ballots or
votes.

         (b) The Inspectors of election and any authorized agents or other
persons engaged in the receipt, count and tabulation of proxies and ballots
shall be advised of this By-Law and instructed to comply herewith.

         (c) The Inspectors of election shall certify, to the best of their
knowledge based on due inquiry, that proxies and ballots have been kept in
confidence as required by this Section 1.13.

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                                   ARTICLE II
                               BOARD OF DIRECTORS

SECTION 2.01. GENERAL POWERS. Except as may otherwise be provided by law, by the
Certificate of Incorporation or by these By-Laws, the property, affairs and
business of the Corporation shall be managed by or under the direction of the
Board of Directors and the Board of Directors may exercise all the powers of the
Corporation.

SECTION 2.02. NUMBER OF DIRECTORS. Subject to the rights of the holders of any
class or series of preferred stock, if any, the number of Directors shall be
fixed from time to time exclusively pursuant to a resolution adopted by a
majority of the entire Board of Directors, but the Board of Directors shall at
no time consist of fewer than five (5) and more than seven (7) Directors.

SECTION 2.03. CLASSIFIED BOARD; ELECTION OF DIRECTORS. The Directors of the
Corporation, subject to the rights of the holders of shares of any class or
series of preferred stock, shall be classified with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as possible, one class ("Class I") whose term expires at the 2003 annual meeting
stockholders, another class ("Class II") whose term expires at the 2004 annual
meeting of stockholders, and another class ("Class III") whose term expires at
the 2005 annual meeting of stockholders, with each class to hold office until
its successors are elected and qualified.

Except as otherwise provided in Sections 2.12 and 2.13 of these By-Laws, at each
annual meeting of stockholders of the Corporation, and subject to the rights of
the holders of shares of any class or series of preferred stock, the successors
of the class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.

SECTION 2.04. ANNUAL AND REGULAR MEETINGS. The annual meeting of the Board of
Directors for the purpose of electing officers and for the transaction of such
other business as may come before the meeting shall be held as soon as
practicable following adjournment of the annual meeting of the stockholders.
Notice of such annual meeting of the Board of Directors need not be given. The
Board of Directors from time to time may by resolution provide for the holding
of regular meetings and fix the place and the date of such meetings. Notice of
regular meetings need not be given; provided, however, that if the Board of
Directors shall fix or change the time or place of any regular meeting, notice
of such action shall be mailed promptly, or sent by telephone, including a voice
messaging system or other system or technology designed to record and
communicate messages, telegraph, facsimile, electronic mail or other electronic
means, to each Director who shall not have been present at the meeting at which
such action was taken, addressed or transmitted to him or her at such Director's
usual place of business, or shall be delivered or transmitted to him or her
personally. Notice of such action need not be given to any Director who attends
the first regular meeting after such action is taken without protesting the lack
of notice to him or her, prior to or at the commencement of such meeting, or to
any Director who submits a signed waiver of notice, whether before or after such
meeting.

SECTION 2.05. SPECIAL MEETINGS; NOTICE. Special meetings of the Board of
Directors shall be held whenever called by the Chairman or the Chief Executive
Officer (or, in the event of the Chief Executive Officer's absence or
disability, by the President) or by the Secretary pursuant to a resolution
approved by a majority of the entire Board of Directors, at such place, date and
hour as may be specified in the respective notices or waivers of notice of such
meetings. Special meetings of the Board of Directors may be called on
twenty-four (24) hours notice, if notice is given to each Director personally or
by telephone, including a voice messaging system, or other system or technology
designed to record and communicate messages, telegraph, facsimile, electronic
mail or other electronic means, or on five (5) days notice, if notice is mailed
to each Director, addressed or transmitted to him or her at such Director's
usual place of business or other designated location. Notice of any special
meeting need not be given to any Director who attends such meeting without
protesting the lack of notice to him or her, prior to or at the commencement of
such meeting, or to any Director who submits a signed waiver of notice, whether
before or after such meeting, and any business may be transacted thereat.

SECTION 2.06. QUORUM; VOTING. At all meetings of the Board of Directors, the
presence of a majority of the total number of Directors shall constitute a
quorum for the transaction of business. Except as otherwise required by law, the
vote of a majority of the Directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors.
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SECTION 2.07. ADJOURNMENT. A majority of the Directors present, whether or not a
quorum is present, may adjourn any meeting of the Board of Directors to another
time or place. No notice need be given of any adjourned meeting unless the time
and place of the adjourned meeting are not announced at the time of adjournment,
in which case notice conforming to the requirements of Section 2.05 of these
By-Laws shall be given to each Director.

SECTION 2.08. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
all members of the Board of Directors consent thereto in writing, and such
writing or writings are filed with the minutes of proceedings of the Board of
Directors.

SECTION 2.09. REGULATIONS; MANNER OF ACTING. To the extent consistent with
applicable law, the Certificate of Incorporation and these By-Laws, the Board of
Directors may adopt such rules and regulations for the conduct of meetings of
the Board of Directors and for the management of the property, affairs and
business of the Corporation as the Board of Directors may deem appropriate. The
Directors shall act only as a Board and the individual Directors shall have no
power as such.

SECTION 2.10. ACTION BY TELEPHONIC COMMUNICATIONS. Members of the Board of
Directors may participate in any meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
any meeting pursuant to this provision shall constitute presence in person at
such meeting.

SECTION 2.11. RESIGNATIONS. Any Director may resign at any time by delivering a
written notice of resignation, signed by such Director, to the Chairman or the
Secretary. Unless otherwise specified therein, such resignation shall take
effect upon delivery.

SECTION 2.12. REMOVAL OF DIRECTORS. Subject to the rights of the holders of any
class or series of preferred stock, if any, to elect additional Directors under
specified circumstances, any Director may be removed at any time, but only for
cause, upon the affirmative vote of the holders of a majority of the combined
voting power of the then outstanding stock of the Corporation entitled to vote
generally in the election of Directors. Any vacancy in the Board of Directors
caused by any such removal may be filled at such meeting by the stockholders
entitled to vote for the election of the Director so removed. A Director filling
any such vacancy shall be of the same class as that of the Director whose
removal created such vacancy and shall hold office until such Director's
successor shall have been elected and qualified or until such Director's earlier
death, resignation or removal. If such stockholders do not fill such vacancy at
such meeting, such vacancy may be filled in the manner provided in Section 2.13
of these By-Laws.

SECTION 2.13. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to the rights
of the holders of any class or series of preferred stock, if any, to elect
additional Directors under specified circumstances, and except as provided in
Section 2.12, if any vacancies shall occur in the Board of Directors, by reason
of death, resignation, removal or otherwise, or if the authorized number of
Directors shall be increased pursuant to Section 2.02 hereof, the Directors then
in office shall continue to act, and such vacancies and newly created
directorships may be filled by a majority of the Directors then in office,
although less than a quorum. Any Director filling a vacancy shall be of the same
class as that of the Director whose death, resignation, removal or other event
caused the vacancy, and any Director filling a newly created directorship shall
be of the class specified by the Board of Directors at the time the newly
created directorships were created. A Director elected to fill a vacancy or a
newly created directorship shall hold office until such Director's successor has
been elected and qualified or until such Director's earlier death, resignation
or removal.

SECTION 2.14. COMPENSATION. The amount, if any, which each Director shall be
entitled to receive as compensation for such Director's services as such shall
be fixed from time to time by the Board of Directors.

SECTION 2.15. RELIANCE ON ACCOUNTS AND REPORTS. A Director, and any member of
any committee designated by the Board of Directors shall, in the performance of
such Director's duties, be fully protected in relying in good faith upon the
records of the Corporation and upon information, opinions, reports or statements
presented to the Corporation by any of the Corporation's officers or employees,
or committees designated by the Board of Directors, or by any other person as to
the matters the 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.
<PAGE>

                                   ARTICLE III
                                BOARD COMMITTEES

SECTION 3.01. HOW CONSTITUTED. The Board of Directors may designate one or more
Committees, including an Executive Committee, an Audit Committee, a Compensation
Committee, and a Nominating Committee. Each such Committee shall consist of such
number of Directors as from time to time may be fixed by the Board of Directors.
Thereafter, members of each such Committee may be designated from time to time
by the Board of Directors. Any such Committee may be abolished or re-designated
from time to time by the Board of Directors.

SECTION 3.02. COMMITTEE POWERS.

         (a) Executive Committee. During the intervals between the meetings of
the Board of Directors, the Executive Committee, except as otherwise provided in
this section, and subject to the provisions of the Certificate of Incorporation,
shall have and may exercise the powers and authority of the Board of Directors
in the management of the property, affairs and business of the Corporation,
including the power to declare dividends. The Executive Committee shall have,
and any such other Committee may be granted by the Board of Directors, power to
authorize the seal of the Corporation to be affixed to any or all papers which
may require it.

         (b) Audit Committee. The Audit Committee, except as otherwise provided
in any resolution of the Board of Directors, or as may be required by law, shall
have and may exercise the authority of the Board of Directors: to recommend to
the Board of Directors the selection of the Corporation's independent certified
public accountants; to review the scope, plans and results relating to the
internal and external audits of the Corporation and its financial statements; to
review the financial condition of the Corporation; to monitor and evaluate the
integrity of the Corporation's financial reporting processes and procedures; to
assess the significant business and financial risks and exposures of the
Corporation and to evaluate the adequacy of the Corporation's internal controls
in connection with such risks and exposures, including, but not limited to,
accounting and audit controls over cash, securities, receipts, disbursements and
other financial transactions; and to review the Corporation's policies on
ethical business conduct and monitor compliance therewith.

         (c) Compensation Committee. The Compensation Committee, except as
otherwise provided in any resolution of the Board of Directors, shall have and
may exercise all the authority of the Board of Directors with respect to
compensation, benefits and personnel administration of the employees of the
Corporation; shall nominate persons for election or appointment by the Board of
Directors of all principal officers (as determined by the Committee) and such
other officers as the Committee may determine to elect or appoint as officers;
shall evaluate the performance and recommend to the Board of Directors the
compensation of such principal officers and such other officers as the Committee
may determine; may elect or appoint officers as provided in Sections 4.01 and
4.02 of these By-Laws; and may recommend to the Board of Directors any plan to
issue options for the purchase of shares of the Corporation's stock to its
officers or employees and those of any subsidiaries.

         (d) Nominating Committee. The Nominating Committee, except as otherwise
provided in any resolution of the Board of Directors, shall make recommendations
to the Board of Directors with respect to electing Directors and filling
vacancies on the Board of Directors.

         (e) Other Committees. Each other Committee, except as otherwise
provided in this section, shall have and may exercise such powers of the Board
of Directors as may be provided by resolution or resolutions of the Board of
Directors.

         (f) Limitations on Committee Authority. None of the Executive
Committee, the Audit Committee, the Compensation Committee, the Nominating
Committee or any such other Committee shall have the power or authority: (i) to
approve, adopt or recommend to the stockholders, any action or matter expressly
required by applicable law, the Certificate of Incorporation or the rules of any
exchange on which the shares of the Corporation are traded, to be submitted to
stockholders for approval; or (ii) to adopt, amend or repeal the By-Laws of the
Corporation; or (iii) take any actions which are not fully in compliance with
applicable State and/or Federal laws, and/or with the rules and regulations of
the United States Securities and Exchange Commission and/or any public Exchange
upon which the Corporation's securities may be traded.

<PAGE>

SECTION 3.03. PROCEEDINGS. Each Committee may, subject to approval of the Board
of Directors, adopt a charter specifying its scope of responsibility and may fix
its own rules of procedure and may meet at such place, at such time and upon
such notice as it shall determine from time to time. Each Committee shall keep
minutes of its proceedings and shall report such proceedings to the Board of
Directors at the meeting of the Board next following any such proceedings.

SECTION 3.04. QUORUM AND MANNER OF ACTING. Except as may be otherwise provided
in the resolution creating such Committee, at all meetings of any Committee the
presence of members constituting a majority of the total membership of such
Committee shall constitute a quorum for the transaction of business. The act of
the majority of the members present at any meeting at which a quorum is present
shall be the act of such Committee. Any action required or permitted to be taken
at any meeting of any such Committee may be taken without a meeting, if all
members of such Committee shall consent to such action in writing and such
writing or writings are filed with the minutes of the proceedings of the
Committee. The members of any such Committee shall act only as a Committee, and
the individual members of such Committee shall have no power as such.

SECTION 3.05. ACTION BY TELEPHONIC COMMUNICATIONS. Members of any Committee
designated by the Board of Directors may participate in a meeting 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 participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting.

SECTION 3.06. RESIGNATIONS. Any member of any Committee may resign at any time
by delivering a written notice of resignation, signed by such member, to the
Chairman or the President. Unless otherwise specified therein, such resignation
shall take effect upon delivery.

SECTION 3.07. REMOVAL. Any member of any Committee may be removed from the
position as a member of such Committee at any time, either for or without cause,
by resolution adopted by a majority of the whole Board of Directors.

SECTION 3.08. VACANCIES. If any vacancy shall occur in any Committee, by reason
of death, resignation, removal or otherwise, the remaining members shall
continue to act, and any such vacancy may be filled by the Board of Directors.

                                   ARTICLE IV
                                    OFFICERS

SECTION 4.01. NUMBER. The officers of the Corporation shall be elected by the
Board of Directors and shall be a Chairman, Chief Executive Officer, President,
one or more Vice Presidents, a Chief Financial Officer, a Secretary, a
Treasurer, a Controller and a General Counsel. The Board of Directors may
appoint such other officers as it may deem appropriate, provided that officers
of the rank of Vice-President and below may be appointed by the Compensation
Committee. Such other officers shall exercise such powers and perform such
duties as may be determined from time to time by the Board of Directors, Chief
Executive Officer or President. Any number of offices may be held by the same
person. No officer, other than the Chairman, need be a Director of the
Corporation.

SECTION 4.02. ELECTION. Unless otherwise determined by the Board of Directors,
the officers of the Corporation shall be elected by the Board of Directors at
the annual meeting of the Board of Directors, and shall be elected to hold
office until the next succeeding annual meeting of the Board of Directors. In
the event of the failure to elect officers at such meeting, officers may be
elected at any regular or special meeting of the Board of Directors. Officers of
the rank of Vice-President and below may be elected by the Compensation
Committee. Each officer shall hold office until such officer's successor has
been elected and qualified, or until such officer's earlier death, resignation
or removal.

SECTION 4.03. SALARIES. The salaries of all principal officers of the
Corporation shall be fixed by the Board of Directors.

SECTION 4.04. REMOVAL AND RESIGNATION; VACANCIES. Any officer may be removed for
or without cause at any time by the Board of Directors. Any officer may resign
at any time by delivering a written notice of resignation, signed by such
officer, to the Board of Directors or the Chief Executive Officer. Unless
otherwise specified therein, such resignation shall take effect upon delivery.
Any vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise, shall be filled by the Board of Directors.

<PAGE>

SECTION 4.05. AUTHORITY AND DUTIES OF OFFICERS. The officers of the Corporation
shall have such authority and exercise such powers and perform such duties as
may be specified in these By-Laws, except that in any event each officer shall
exercise such powers and perform such duties as may be required by law.

SECTION 4.06. THE CHAIRMAN. The Directors shall elect from among the members of
the Board of Directors a Chairman of the Board. The Chairman shall have such
duties and powers as set forth in these By-Laws or as shall otherwise be
conferred upon the Chairman from time to time by the Board of Directors. The
Chairman shall preside over all meetings of the Stockholders and the Board of
Directors.

SECTION 4.07. THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
have general control and supervision of the policies and operations of the
Corporation. He or she shall manage and administer the Corporation's business
and affairs and shall also perform all duties and exercise all powers usually
pertaining to the office of a chief executive officer of a corporation. The
Chief Executive Officer shall perform such other duties and have such other
powers as the Board of Directors may prescribe.

SECTION 4.08. THE PRESIDENT. The President, subject to the authority of the
Chief Executive Officer (if the President is not the Chief Executive Officer),
shall have primary responsibility for, and authority with respect to, the
management of the day-to-day business and affairs of the Corporation, to the
extent prescribed by the Chief Executive Officer. The President shall perform
such other duties and have such other powers as the Board of Directors or (if
the President is not the Chief Executive Officer) the Chief Executive Officer
may from time to time prescribe.

SECTION 4.09. ABSENCE OR DISABILITY OF THE CHIEF EXECUTIVE OFFICER. In the event
of the absence of the Chief Executive Officer or in the event of the Chief
Executive Officer's inability to act, the officer, if any, designated by
resolution of the Board of Directors (or in the event there is more than one
such designated officer, then in the order of designation) shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers and be subject to all the restrictions of the Chief Executive Officer.

SECTION 4.10. VICE PRESIDENT. The Vice President shall have such designations
and shall perform such other duties and have such powers as the Board of
Directors, the Chief Executive Officer or the President may from time to time
prescribe.

SECTION 4.11. THE SECRETARY. The Secretary shall keep or cause to be kept a
record of all the proceedings of the meetings of the stockholders and of the
Board of Directors, and shall cause all notices to be duly given in accordance
with the provisions of these By-Laws and as required by law. The Secretary shall
be the custodian of the records and of the seal of the Corporation and cause
such seal (or a facsimile thereof) to be affixed to instruments when
appropriate. The Secretary shall perform all duties incident to the office of
secretary and such other duties as may be specified in these By-Laws or as may
be assigned to him or her from time to time by the Board of Directors, the Chief
Executive Officer or the President.

SECTION 4.12. THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be
the principal financial officer of the Corporation and shall have responsibility
for the financial affairs of the Corporation. The Chief Financial Officer shall
perform such other duties and exercise such other powers as are normally
incident to the office of chief financial officer and as may be prescribed by
the Board of Directors, the Chief Executive Officer or the President.

SECTION 4.13. THE TREASURER. The Treasurer shall have charge and supervision
over and be responsible for the moneys, securities, receipts and disbursements
of the Corporation, and shall keep or cause to be kept full and accurate records
of all receipts of the Corporation, and shall cause the moneys and other
valuable effects of the Corporation to be deposited in the name and to the
credit of the Corporation. The Treasurer shall cause the moneys of the
Corporation to be disbursed by checks or drafts upon the authorized depositaries
of the Corporation and cause to be taken and preserved proper vouchers for all
moneys disbursed. The Treasurer shall perform, in general, all duties incident
to the office of treasurer and such other duties as may be specified in these
By-Laws or as may be assigned to him or her from time to time by the Board of
Directors, the Chief Executive Officer, the President or the Chief Financial
Officer.
<PAGE>

SECTION 4.14. ADDITIONAL OFFICERS. The Board of Directors from time to time may
delegate to any officer the power to appoint subordinate officers and to
prescribe their respective rights, terms of office, authorities and duties. Any
such officer may remove any such subordinate officer appointed by him or her,
for or without cause, but such removal shall be without prejudice to the
contractual rights of such subordinate officer or agent, if any, with the
Corporation.

                                    ARTICLE V
                                  CAPITAL STOCK

SECTION 5.01. CERTIFICATES OF STOCK. The shares of the Corporation shall be
either represented by certificates. Notwithstanding the adoption of such
resolution by the Board of Directors, every holder of stock represented by
certificates shall be entitled to have a certificate signed by, or in the name
of, the Corporation, (i) by the Chief Executive Officer, the President or a Vice
President, and (ii) by the Chief Financial Officer, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, representing the number of
shares registered in certificate form. Such certificate shall be in such form as
the Board of Directors may determine, to the extent consistent with applicable
law, the Certificate of Incorporation and these By-Laws.

SECTION 5.02. SIGNATURES; FACSIMILE. All of such signatures on the certificate
referred to in Section 5.01 of these By-Laws may be a facsimile, engraved or
printed, to the extent permitted by law. In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon a
certificate representing shares of the Corporation 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 he or she were such
officer, transfer agent or registrar at the date of issue.

SECTION 5.03. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of Directors may
direct that a new certificate be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
delivery to the Board of Directors of an affidavit of the owner or owners of
such certificate, setting forth such allegation. The Board of Directors may
require the owner of such lost, stolen or destroyed certificate, or such owner's
legal representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of any such new
certificate.

SECTION 5.04. TRANSFER OF STOCK. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares, duly endorsed or
accompanied by appropriate evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

SECTION 5.05. RECORD DATE.

         (a) Stockholders Meetings. In order to determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix, in advance, a record date,
which record date shall not precede the date on which the resolution fixing the
record date is adopted by the Board of Directors, and which shall not be more
than sixty (60) nor less than ten (10) days before the date of such meeting. 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. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be the close of business on the day next
preceding the day on which notice of the meeting 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.

         (b) Dividends and Other Distributions. In order that the Corporation
may determine the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights of the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty (60) days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
<PAGE>

SECTION 5.06. REGISTERED STOCKHOLDERS. Prior to due surrender of a certificate
for registration of transfer, the Corporation may treat the registered owner as
the person exclusively entitled to receive dividends and other distributions, to
vote, to receive notice and otherwise to exercise all the rights and powers of
the owner of the shares represented by such certificate, and the Corporation
shall not be bound to recognize any equitable or legal claim to or interest in
such shares on the part of any other person, whether or not the Corporation
shall have notice of such claim or interests. Whenever any transfer of shares
shall be made for collateral security, and not absolutely, it shall be so
expressed in the entry of the transfer if, when the certificates are presented
to the Corporation for transfer, both the transferor and transferee request the
Corporation to do so.

SECTION 5.07. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint
one or more transfer agents and one or more registrars, and may require all
certificates representing shares to bear the signature of any such transfer
agents or registrars.

                                   ARTICLE VI
                                 INDEMNIFICATION

SECTION 6.01. NATURE OF INDEMNITY. 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 (a "Proceeding"), whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was or has agreed to become a director or officer of the Corporation, or
is or was serving or has agreed to serve at the request of the Corporation as a
director or officer, of another corporation, partnership, joint venture, trust
or other entity, or by reason of any action alleged to have been taken or
omitted in such capacity, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her or on his or her behalf in connection with such action, suit or
proceeding and any appeal therefrom, 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 that his or her conduct was
unlawful; except that in the case of an action or suit by or in the name of the
Corporation to procure a judgment in its favor (1) such indemnification shall be
limited to expenses (including attorneys' fees) actually and reasonably incurred
by such person in the defense or settlement of such action or suit, and (2) 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 a 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 a Court
shall deem proper. Notwithstanding the foregoing, but subject to Section 6.05 of
these By-Laws, the Corporation shall not be obligated to indemnify a director or
officer of the Corporation in respect of a Proceeding (or such part thereof)
instituted by such director or officer, unless such Proceeding (or such part
thereof) has been authorized by the Board of Directors. 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, had
reasonable cause to believe that his or her conduct was unlawful.

SECTION 6.02. DETERMINATION THAT INDEMNIFICATION IS PROPER. Unless ordered by a
court, no indemnification of a present or former director or officer of the
Corporation under Section 6.01 hereof (unless ordered by a court) shall be made
by the Corporation if a determination is made that indemnification of the
present or former director or officer is not proper in the circumstances because
he or she has not met the applicable standard of conduct set forth in Section
6.01 hereof.

SECTION 6.03. ADVANCE PAYMENT OF EXPENSES. Expenses (including attorneys' fees)
incurred by a director or officer in defending any civil, criminal,
administrative or investigative 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 with interest, as determined by the Corporation, if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Article. Such expenses
(including attorneys' fees) incurred by former directors and officers may be so
paid upon such terms and conditions, if any, as the Corporation deems
appropriate. The Board of Directors may authorize the Corporation's counsel to
represent such director or officer in any action, suit or proceeding, whether or
not the Corporation is a party to such action, suit or proceeding.

<PAGE>

SECTION 6.04. PROCEDURE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS. Any
indemnification of a director or officer of the Corporation under Section 6.01,
or advance of costs, charges and expenses to a director or officer under Section
6.04 of these By-Laws, shall be made promptly, and in any event within thirty
(30) days, upon the written request of the director or officer. If a
determination by the Corporation that the director or officer is entitled to
indemnification pursuant to this Article VI is required, and the Corporation
fails to respond within sixty (60) days to a written request for indemnity, the
Corporation shall be deemed to have approved such request. If the Corporation
denies a written request for indemnity or advancement of expenses, in whole or
in part, or if payment in full pursuant to such request is not made within
thirty (30) days, the right to indemnification or advances as granted by this
Article VI shall be enforceable by the director or officer in any court of
competent jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing such person's right to indemnification or
advances, in whole or in part, in any such action shall also be indemnified by
the Corporation. It shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of costs, charges and expenses under
Section 6.03 of these By-Laws where the required undertaking, if any, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct set forth in Section 6.01 of these By-Laws, but the burden of proving
such defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, its independent legal counsel, and its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Section 6.01 of these By-Laws, nor the fact that there has been an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.

SECTION 6.05. SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing
indemnification and advancement provisions shall be deemed to be a contract
between the Corporation and each director or officer who serves in any such
capacity at any time while these provisions are in effect, and any repeal or
modification thereof shall not affect any right or obligation then existing with
respect to any state of facts then or previously existing or any action, suit or
proceeding previously or thereafter brought or threatened based in whole or in
part upon any such state of facts. Such a "contract right" may not be modified
retroactively without the consent of such director or officer. The
indemnification and advancement provided by this Article VI shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by-law, 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, and, once an event has occurred
with respect to which a Director or Officer is or may be entitled to
indemnification under this Article, such entitlement shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a person.

SECTION 6.06. INSURANCE. The Corporation may purchase and maintain insurance on
behalf of any person who is or was or has agreed to become 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 entity against any liability asserted against such person and incurred by
such person or on such person's behalf in any such capacity, or arising out of
such person's status as such, whether or not the Corporation would have the
power to indemnify him or her against such liability under the provisions of
this Article VI; provided that such insurance is available on acceptable terms,
which determination shall be made by the Chief Executive Officer.

SECTION 6.07. SEVERABILITY. If this Article VI or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer as to costs,
charges and expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement with respect to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, including an action by or in
the right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article VI that shall not have been invalidated and to the
fullest extent permitted by applicable law.

<PAGE>

                                   ARTICLE VII
                                     OFFICES

SECTION 7.01. REGISTERED OFFICE. The registered office of the Corporation in the
State of Utah shall be located at King, Burke, and Schaap, 648 East 100 South
200 825 Salt Lake City, UT 84102.

SECTION 7.02. OTHER OFFICES. The Corporation may maintain offices or places of
business at such other locations as the Board of Directors may from time to time
determine or as the business of the Corporation may require.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

SECTION 8.01. DIVIDENDS. Subject to any applicable provisions of law and the
Certificate of Incorporation, dividends upon the shares of the Corporation may
be declared by the Board of Directors at any regular or special meeting of the
Board of Directors and any such dividend may be paid in cash, property or shares
of the Corporation's capital stock. A member of the Board of Directors, or a
member of any committee designated by the Board of Directors shall be fully
protected in relying in good faith upon the 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, or
by any other person as to matters the Director 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, as to the value and
amount of the assets, liabilities and/or net profits of the Corporation, or any
other facts pertinent to the existence and amount of surplus or other funds from
which dividends might properly be declared and paid.

SECTION 8.02. RESERVES. 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 or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation or for such other purpose as the
Board of Directors shall think conducive to the interests of the Corporation,
and the Board of Directors may similarly modify or abolish any such reserve.

SECTION 8.03. EXECUTION OF INSTRUMENTS. The Chief Executive Officer, the
President, any Vice President, the Secretary, the Chief Financial Officer or the
Treasurer may enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation. The Board of Directors or the Chief
Executive Officer may authorize any other officer or agent to enter into any
contract or execute and deliver any instrument in the name and on behalf of the
Corporation. Any such authorization may be general or limited to specific
contracts or instruments.

SECTION 8.04. CORPORATE INDEBTEDNESS. No loan shall be contracted on behalf of
the Corporation, and no evidence of indebtedness shall be issued in its name,
unless authorized by the Board of Directors, the Chief Executive Officer or the
Chief Financial Officer. Such authorization may be general or confined to
specific instances. Loans so authorized may be effected at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual. All bonds, debentures, notes and other obligations or
evidences of indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board of Directors, the Chief Executive
Officer or the Chief Financial Officer shall authorize. When so authorized by
the Board of Directors, the Chief Executive Officer or the Chief Financial
Officer, any part of or all the properties, including contract rights, assets,
business or good will of the Corporation, whether then owned or thereafter
acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in
trust as security for the payment of such bonds, debentures, notes and other
obligations or evidences of indebtedness of the Corporation, and of the interest
thereon, by instruments executed and delivered in the name of the Corporation.

SECTION 8.05. DEPOSITS. Any funds of the Corporation may be deposited from time
to time in such banks, trust companies or other depositaries as may be
determined by the Board of Directors, the Chief Executive Officer, the Treasurer
or the Chief Financial Officer or by such officers or agents as may be
authorized by the Board of Directors or the Chief Executive Officer, the
Treasurer or the Chief Financial Officer to make such determination.

SECTION 8.06. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such agent or agents
of the Corporation, and in such manner, as the Board of Directors or the Chief
Executive Officer may determine.
<PAGE>

SECTION 8.07. SALE AND TRANSFER OF SECURITIES. To the extent authorized by the
Board of Directors or by the Chief Executive Officer, the President, any Vice
President, the Secretary, the Chief Financial Officer or the Treasurer or any
other officers designated by the Board of Directors or the Chief Executive
Officer may sell, transfer, endorse, and assign any shares of stock, bonds or
other securities owned by or held in the name of the Corporation, and may make,
execute and deliver in the name of the Corporation, under its corporate seal (if
required), any instruments that may be appropriate to effect any such sale,
transfer, endorsement or assignment.

SECTION 8.08. VOTING AS STOCKHOLDER. Unless otherwise determined by resolution
of the Board of Directors, the Chief Executive Officer, the President or any
Vice President shall have full power and authority on behalf of the Corporation
to attend any meeting of stockholders of any corporation in which the
Corporation may hold stock, and to act, vote (or execute proxies to vote) and
exercise in person or by proxy all other rights, powers and privileges incident
to the ownership of such stock. Such officers acting on behalf of the
Corporation shall have full power and authority to execute any instrument
expressing consent to or dissent from any action of any such corporation without
a meeting. The Board of Directors may by resolution confer such power and
authority upon any other person or persons.

SECTION 8.09. FISCAL YEAR. The fiscal year of the Corporation shall commence on
the first day of January of each year (except for the Corporation's first fiscal
year which shall commence on the date of incorporation) and shall terminate in
each case on December 31.

SECTION 8.10. SEAL. The seal of the Corporation shall be circular in form and
shall contain the name of the Corporation, the year of its incorporation and the
words "Corporate Seal" and "Utah". The form of such seal shall be subject to
alteration by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced, or may be used in any
other lawful manner.

                                   ARTICLE IX
                              AMENDMENT OF BY-LAWS

SECTION 9.01. AMENDMENT. These By-Laws may be amended, altered or repealed:

         (a) By resolution adopted by a majority of the Board of Directors at
any special or regular meeting of the Board of Directors if, in the case of such
special meeting only, notice of such amendment, alteration or repeal is
contained in the notice or waiver of notice of such meeting; or

          (b) At any regular or special meeting of the stockholders upon the
affirmative vote of the holders of three-fourths (3/4) or more of the combined
voting power of the outstanding shares of the Corporation entitled to vote
generally in the election of Directors if, in the case of such special meeting
only, notice of such amendment, alteration or repeal is contained in the notice
or waiver of notice of such meeting.

                                    ARTICLE X
                                  CONSTRUCTION

SECTION 10.01. CONSTRUCTION. In the event of any conflict between the provisions
of these By-Laws as in effect from time to time and the provisions of the
Certificate of Incorporation of the Corporation as in effect from time to time,
the provisions of such Certificate of Incorporation shall be controlling.