<PAGE>
                                                                     EXHIBIT 3.2



                              AMENDMENT TO BYLAWS

                              OF NUTRACEUTIX, INC.

                      AS ADOPTED BY THE BOARD OF DIRECTORS

                              ON FEBRUARY 26, 2002



        1.     Section 2.2 of the Bylaws is hereby amended to provide as
               follows:

               "2.2   Special Meetings

                      A special meeting of shareholders may be called for any
               purpose, pursuant to Section 2.13 hereof, by the Chairman of the
               Board the President, a majority of the Directors, or the holders
               of not less than fifty percent of all the outstanding shares of
               the corporation entitled to vote at the meeting."

        2.     Section 2.5 of the Bylaws is hereby amended in its entirety.

               "2.5   Notice of Meeting

                      The Chairman of the Board, the President, the Secretary,
               the Directors, or shareholders calling an annual or special
               meeting of shareholders as provided for herein shall cause to be
               delivered to each shareholder entitled to notice of or to vote at
               the meeting either personally or by mail, not less than twenty
               nor more than sixty days before the meeting, written notice
               stating the place, day and hour of the meeting and, in the case
               of a special meeting, the purpose or purposes for which the
               meeting is called. At any time, upon written request of the
               holders of not less than fifty percent of all of the outstanding
               shares of the corporation entitled to vote at the meeting, it
               shall be the duty of the Secretary to give notice of a special
               meeting of shareholders to be held on such date and at such place
               and time as the Secretary may fix, not less than ten nor more
               than thirty-five days after receipt of said request, and if the
               Secretary shall neglect or refuse to issue such notice, the
               person making the request may do so and may fix the date for such
               meeting. If such notice is mailed, it shall be deemed delivered
               when deposited in the official government mail properly addressed
               to the shareholder at his or her address as it appears on the
               stock transfer books of the corporation with postage prepaid. If
               the notice is sent by facsimile telecommunication, notice is
               given when directed to a number at which the stockholder has
               consented to receive notice. If the notice is sent by electronic
               mail, notice is given when directed to an electronic mail address
               at which the stockholder has consented to receive notice. If
               notice is given by a posting on an electronic network together
               with separate notice to the stockholder of the



                                       1
<PAGE>

               specific posting, notice is given upon the later of (a) such
               posting and (b) the giving of such separate notice. If notice is
               given by any other form of electronic communication, notice is
               given when directed to the stockholder.

                      As to any adjourned session of any meeting of
               stockholders, notice of the adjourned meeting need not be given
               if the time and place thereof are announced at the meeting at
               which the adjournment was taken except that if the adjournment is
               for more than thirty (30) days or if after the adjournment a new
               record date is set for the adjourned meeting, notice of any such
               adjourned session of the meeting shall be given in the manner
               heretofore described.

                      For purposes of these Bylaws, "electronic transmission"
               means any form of communication, not directly involving the
               physical transmission of paper, that creates a record that may be
               retained, retrieved, and reviewed by a recipient thereof, and
               that may be directly reproduced in paper form by such a recipient
               through an automated process."

        3.     A new Section 2.14 shall be added as follows:

               "2.14. Action by Stockholders Without a Meeting. Any action which
               could be taken at any annual or special meeting of the
               stockholders may be taken without a meeting, without prior notice
               and without a vote, if a consent or consents 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 by
               delivery to its registered office in the State of Delaware, its
               principal place of business, or an officer or agent of the
               corporation having custody of the book in which proceedings of
               meetings of stockholders are recorded. Delivery made to the
               corporation's registered office shall be by hand or by certified
               or registered mail, return receipt requested.

                      In order that the corporation may determine the
               stockholders entitled to consent to corporate action in writing
               without a meeting, the Board of Directors may fix a record date,
               which record date shall not precede the date upon which the
               resolution fixing the record date is adopted by the Board of
               Directors, and which date shall not be more than 10 days after
               the date upon which the resolution fixing the record date is
               adopted by the Board of Directors. Any stockholder of record
               seeking to have the stockholders authorize or take corporate
               action by written consent shall, by written notice to the
               Secretary, request the Board of Directors to fix a record date.
               The Board of Directors shall promptly, but in all events within
               10 days after the date on which such a request is received, adopt
               a resolution fixing the record date. If no record date has been
               fixed by the



                                       2
<PAGE>

               Board of Directors within 10 days of the date on which such a
               request is received, the record date for determining stockholders
               entitled to consent to corporate action in writing without a
               meeting, when no prior action by the Board of Directors is
               required by applicable law, shall be the first date on which a
               signed written consent setting forth the action taken or proposed
               to be taken is delivered to the corporation by delivery to its
               registered office in the State of Delaware, it principal place of
               business, or any officer or agent of the corporation having
               custody of the book in which proceedings of meetings of
               stockholders are recorded. Delivery made to the corporation's
               registered office shall be by hand or by certified or registered
               mail, return receipt requested. If no record date has been fixed
               by the Board of Directors and prior action by the Board of
               Directors is required by applicable law, the record date for
               determining stockholders entitled to consent to corporate action
               in writing without a meeting shall be at the close of business on
               the date on which the Board of Directors adopts the resolution
               taking such prior action.

                      Every consent in writing shall bear the date of signature
               of each stockholder who signs the consent. No consent in writing
               shall be effective to take the corporate action referred to
               therein unless consents in writing signed by a number of
               stockholders sufficient to take such action are delivered to the
               corporation in the manner required by this section within sixty
               (60) days of the earliest dated consent so delivered.

                      An electronic transmission consenting to an action to be
               taken and transmitted by a stockholder shall be deemed to be
               written, signed and dated for the purposes of this section,
               provided that any such telegram, cablegram or other electronic
               transmission sets forth or is delivered with information from
               which the corporation can determine (i) that the electronic
               transmission was transmitted by the stockholder and (ii) the date
               on which such stockholder transmitted such electronic
               transmission. The date on which such electronic transmission is
               transmitted shall be deemed to be the date on which such consent
               was signed. No consent given by electronic transmission shall be
               deemed to have been delivered until such consent is reproduced in
               paper form and until such paper form shall be delivered to the
               corporation by delivery to its registered office in the State of
               Delaware, its principal place of business or an officer or agent
               of the corporation having custody of the book in which proceeds
               or meetings of stockholders are recorded. Delivery made to a
               corporation's registered office shall be made by hand or by
               certified or registered mail, return receipt requested.
               Notwithstanding the foregoing limitations on delivery, consents
               given by electronic transmission may be otherwise delivered to
               the principal place of business of the corporation or to an
               officer or agent of the corporation having custody of the book in
               which proceedings of meetings of stockholders are recorded if, to
               the extent and in the manner provided by resolution of the Board
               of Directors.



                                       3
<PAGE>

                      Prompt notice of the taking of the corporate action
               without a meeting by less than unanimous consent shall be given
               to those stockholders who have not so consented and a Certificate
               signed and attested to by the Secretary shall be filed with the
               records of meetings of stockholders.

        4.     Section 11 of the Bylaws is hereby amended to provide as follows:

               "Section 11.  AMENDMENTS

                      Except as herein otherwise expressly provided, these
               Bylaws may be altered or repealed, in any particular, and new
               Bylaws not inconsistent with any provision of the Certificate of
               Incorporation or any provision of law may be adopted, either by
               the affirmative vote of the holders of record of a majority in
               number of the shares entitled to vote at an annual meeting of
               shareholders, or at a special meeting thereof, the notice of
               which special meeting shall include the form of the proposed
               alteration or repeal or of the proposed new Bylaws, or a summary
               thereof; or by the affirmative vote of a majority of the
               Directors present at any meeting at which a quorum is present,
               provided, in the latter case, that the notice of such meeting
               shall include the form of the proposed alteration or repeal or of
               the proposed new Bylaws, or a summary thereof."



                                       4
<PAGE>

                               AMENDMENT TO BYLAWS
                                       OF
                                NUTRACEUTIX, INC.

                      AS ADOPTED BY THE BOARD OF DIRECTORS

                                ON APRIL 9, 1999



        1. The first sentence of Section 3.2 of the Bylaws is hereby amended to
provide as follows:

               "The Board shall be composed of not less than four (4) and not
        more than twelve (12) directors, the specific number to be established
        by resolution adopted by the Board of Directors."

        2. Section 2.3 of the Bylaws is hereby deleted in its entirety.

        3. The first sentence of Section 2.1 of the Bylaws is hereby amended to
provide as follows:

               "The annual meeting of the shareholders shall be held each year
        on a date designated by the Board of Directors for the purpose of
        electing directors and transacting such other business as may properly
        come before the meeting."

<PAGE>

                        CERTIFICATION OF AMENDMENT TO THE
                                     BYLAWS
                                       OF
                                NUTRACEUTIX, INC.



        The undersigned, being the duly elected President of Nutraceutix, Inc.
(the "Corporation"), hereby certifies that Sections 2.13 and 3.2 of the Bylaws
of the Corporation have been amended to read in their entirety as follows, that
said amendments were adopted by the unanimous vote of the directors of the
Corporation via its Consent in Lieu of Meeting, and that said amendments have
not, as of the date below, been changed or repealed by the shareholders of the
Corporation.

               2.13   Conduct of Business

               The Chairman shall call the meeting to order, establish the
        agenda, and conduct the business of the meeting in accordance therewith
        or, at the Chairman's discretion, it may be conducted otherwise in
        accordance with the wishes of the shareholders in attendance. The date
        and time of the opening and closing of the polls for each matter upon
        which the shareholders will vote at the meeting shall be announced at
        the meeting.

               The Chairman shall also conduct the meeting in an orderly manner,
        rule on the precedence of and procedure on, motions and other procedural
        matters, and exercise discretion with respect to such procedural matters
        with fairness and good faith toward all those entitled to take part. The
        Chairman may impose reasonable limits on the amount of time taken up at
        the meeting on discussion in general or on remarks by any one
        shareholder. Should any person in attendance become unruly or obstruct
        the meeting proceedings, the Chairman shall have the power to have such
        person removed from participation. In addition to any other applicable
        requirements, for business to be properly brought before any shareholder
        meeting by a shareholder, the shareholder must have given timely notice
        thereof in writing to the Secretary of the corporation. To be timely, a
        shareholder's notice must be delivered to or mailed and received at the
        principal executive offices of the corporation not less than
        seventy-five (75) days nor more than ninety (90) days prior to the
        meeting; provided, however, that in the event less than ninety (90)
        days' notice or prior public disclosure of the date of the meeting is
        given or made to shareholders, notice by the shareholder to be timely
        must be so received not later than the close of business on the
        fifteenth (15th) day following the day on which such notice of meeting
        was mailed or such public disclosure made, whichever first occurs. Such
        shareholder's notice to the Secretary shall set forth as to each matter
        the shareholder proposes to bring before the meeting: (i) a brief
        description of the business desired to be brought before the meeting,
        (ii) the name and record address of the shareholder proposing such
        business, (iii) the number of shares of stock of the corporation
        beneficially owned by the shareholder, and (iv) any material interest of
        the shareholder in such business.

               The Chairman of the meeting shall, if the facts warrant,
        determine and declare to the meeting that business was not properly
        brought before the meeting in accord with the provisions of this
        section, and if he or she should so determine and declare, any such
        business not properly brought before the meeting shall not be
        transacted.

<PAGE>

                                      * * *

               3.2    Number and Tenure

               The Board shall be composed of five (5) directors. The Board of
        Directors shall be divided into three classes with said classes to be as
        equal in number as possible as of the creation of the three classes of
        Directors. The terms of each class of Directors as of their initial
        election or appointment shall be as follows:

<TABLE>
                        <S>                          <C>
                        Class 1                      1 year
                        Class 2                      2 years
                        Class 3                      3 years
</TABLE>

               Thereafter, as each Director's term expires, his or her successor
        shall be elected to a three (3) year term. The number of Directors may
        be changed from time to time by amendment to these Bylaws, but no
        decrease in the number of Directors shall have the effect of shortening
        the term of any incumbent Director. Unless a Director dies, resigns or
        is removed, he or she shall hold office until the next annual meeting of
        shareholders or until his or her successor is elected, whichever is
        later. Directors need not be shareholders of the corporation or
        residents of the State of Delaware.


        DATED: March 3, 1999.



                                        ----------------------------------------
                                        William D. St. John, President




                                     - 2 -
<PAGE>



                                     BYLAWS



                                       OF



                                NUTRACEUTIX, INC.

                          (FORMERLY CADDY SYSTEMS INC.)

<PAGE>

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                          PAGE
<S>                                                                       <C>
SECTION 1.  OFFICES..........................................................1

SECTION 2.  SHAREHOLDERS.....................................................1

2.1     Annual Meeting.......................................................1

2.2     Special Meetings.....................................................1

2.3     Meetings by Telephone................................................1

2.4     Place of Meeting.....................................................1

2.5     Notice of Meeting....................................................2

2.6     Waiver of Notice.....................................................2

2.7     Fixing of Record Date for Determining Shareholders...................2

2.8     Voting Record........................................................2

2.9     Quorum...............................................................3

2.10    Manner of Acting.....................................................3

2.11    Proxies..............................................................3

2.12    Notification of Nominations..........................................3

2.13    Proper Business for Shareholders' Meetings...........................4

SECTION 3.  BOARD OF DIRECTORS...............................................4

3.1     General Powers.......................................................4

3.2     Number and Tenure....................................................4

3.3     Annual and Regular Meetings..........................................5

3.4     Special Meetings.....................................................5

3.5     Meetings by Telephone................................................5

3.6     Notice of Special Meetings...........................................5

3.7     Waiver of Notice.....................................................6

3.8     Quorum...............................................................6

3.9     Manner of Acting.....................................................7

3.10    Presumption of Assent................................................7

3.11    Action by Board or Committees Without a Meeting......................7

3.12    Resignation..........................................................7

3.13    Vacancies............................................................7
</TABLE>



                                      -i-
<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)


<TABLE>
<CAPTION>
                                                                          PAGE
<S>                                                                       <C>
3.14    Executive and Other Committees.......................................8

3.15    Compensation.........................................................9

SECTION 4.  OFFICERS.........................................................9

4.1     Number...............................................................9

4.2     Election and Term of Office..........................................9

4.3     Resignation..........................................................9

4.4     Removal.............................................................10

4.5     Vacancies...........................................................10

4.6     Chairman of the Board...............................................10

4.7     President...........................................................10

4.8     Vice President......................................................10

4.9     Secretary...........................................................11

4.10    Treasurer...........................................................11

4.11    Salaries............................................................11

SECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS...........................11

5.1     Contracts...........................................................11

5.2     Loans to the Corporation............................................11

5.3     Loans to Directors..................................................12

5.4     Checks, Drafts, Etc.................................................12

5.5     Deposits............................................................12

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER.......................12

6.1     Issuance of Shares..................................................12

6.2     Certificates for Shares.............................................12

6.3     Stock Records.......................................................12

6.4     Restriction on Transfer.............................................13

6.5     Transfer of Shares..................................................13

6.6     Lost or Destroyed Certificates......................................13

SECTION 7.  BOOKS AND RECORDS...............................................13

SECTION 8.  ACCOUNTING YEAR.................................................14

SECTION 9.  SEAL............................................................14
</TABLE>



                                      -ii-
<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)


<TABLE>
<CAPTION>
                                                                          PAGE
<S>                                                                       <C>
SECTION 10.  INDEMNIFICATION................................................14

10.1    Right to Indemnification............................................14

10.2    Right to Advancement of Expenses....................................14

10.3    Right of Indemnitee to Bring Suit...................................15

10.4    Nonexclusivity of Rights............................................15

10.5    Insurance, Contracts and Funding....................................16

10.6    Indemnification of Employees and Agents of the Corporation..........16

SECTION 11.  AMENDMENTS.....................................................16
</TABLE>



                                     -iii-
<PAGE>

                                     BYLAWS

                                       OF

                                NUTRACEUTIX, INC.


SECTION 1.  OFFICES

        The principal office of the corporation shall be located at the
principal place of business or such other place as the Board of Directors
("Board") may designate. The corporation may have such other offices, either
within or without the State of Delaware, as the Board may designate or as the
business of the corporation may require from time to time.

SECTION 2.  SHAREHOLDERS

        2.1    Annual Meeting

        The annual meeting of the shareholders shall be held the third Monday of
May in each year at 10:00 a.m. for the purpose of electing Directors and
transacting such other business as may properly come before the meeting. If the
day fixed for the annual meeting is a legal holiday at the place of the meeting,
the meeting shall be held on the next succeeding business day. If the annual
meeting is not held on the date designated therefor, the Board shall cause the
meeting to be held as soon thereafter as may be convenient.

        2.2    Special Meetings

        A special meeting of shareholders may be called for any purpose,
pursuant to Section 2.13 hereof, by the Chairman of the Board, the President, a
majority of the Directors, or the holders of not less than forty percent of all
the outstanding shares of the corporation entitled to vote at the meeting.

        2.3    Meetings by Telephone

        Shareholders may participate in any meeting of the shareholders by means
of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each at the same time.
Participation by such means shall constitute presence in person at a meeting.

        2.4    Place of Meeting

        All meetings shall be held at the principal office of the corporation or
at such other place within or without the State of Delaware designated by the
Directors, by any persons entitled to call a meeting hereunder or in a waiver of
notice signed by all of the shareholders entitled to notice of the meeting.



                                       1
<PAGE>

        2.5    Notice of Meeting

        The Chairman of the Board, the President, the Secretary, the Directors,
or shareholders calling an annual or special meeting of shareholders as provided
for herein shall cause to be delivered to each shareholder entitled to notice of
or to vote at the meeting either personally or by mail, not less than twenty nor
more than sixty days before the meeting, written notice stating the place, day
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. At any time, upon written request of
the holders of not less than forty percent of all of the outstanding shares of
the corporation entitled to vote at the meeting, it shall be the duty of the
Secretary to give notice of a special meeting of shareholders to be held on such
date and at such place and time as the Secretary may fix, not less than ten nor
more than thirty-five days after receipt of said request, and if the Secretary
shall neglect or refuse to issue such notice, the person making the request may
do so and may fix the date for such meeting. If such notice is mailed, it shall
be deemed delivered when deposited in the official government mail properly
addressed to the shareholder at his or her address as it appears on the stock
transfer books of the corporation with postage prepaid. If the notice is
telegraphed, it shall be deemed delivered when the content of the telegram is
delivered to the telegraph company.

        2.6    Waiver of Notice

        Whenever any notice is required to be given to any shareholder under the
provisions of these Bylaws, the Certificate of Incorporation or the Delaware
General Corporation Law, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

        2.7    Fixing of Record Date for Determining Shareholders

        For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other purpose, the Board may fix in advance a date as
the record date for any such determination. Such record date shall be not more
than sixty days, and in case of a meeting of shareholders not less than thirty
days, prior to the date on which the particular action requiring such
determination is to be taken.

        If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting, or to receive payment of a
dividend, the date and hour on which the notice of meeting is mailed or on which
the resolution of the Board declaring such dividend is adopted, as the case may
be, shall be the record date and time for such determination. Such a
determination shall apply to any adjournment of the meeting.

        2.8    Voting Record

        At least ten days before each meeting of shareholders, a complete record
of the shareholders entitled to vote at such meeting, or any adjournment
thereof, shall be made, arranged in alphabetical order, with the address of and
number of shares held by each shareholder. This record shall be kept on file
either at a place in the city where the meeting is to be held (which place shall
be specified in the notice of the meeting), or at the place where the



                                       2
<PAGE>

meeting is to be held, for ten days prior to such meeting and shall be kept open
at such meeting for the inspection of any shareholder.

        2.9    Quorum

        A majority of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of the shareholders. If less than a majority of the outstanding shares entitled
to vote are represented at a meeting, a majority of the votes so represented may
adjourn the meeting from time to time without further notice. If a quorum is
present or represented at a reconvened meeting following such an adjournment,
any business may be transacted that might have been transacted at the meeting as
originally called.

        The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

        2.10   Manner of Acting

        Except as may be otherwise provided in the Delaware General Corporation
Law, if a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless the vote of a greater number is required by
these Bylaws or the Certificate of Incorporation.

        2.11   Proxies

        A shareholder may vote by proxy executed in writing by the shareholder
or by his or her attorney-in-fact. Such proxy shall be filed with the Secretary
of the corporation before or at the time of the meeting. A proxy shall become
invalid eleven months after the date of its execution, unless otherwise provided
in the proxy. A proxy with respect to a specified meeting shall entitle the
holder thereof to vote at any reconvened meeting following adjournment of such
meeting but shall not be valid after the final adjournment thereof.

        2.12   Notification of Nominations

        Nominations for the election of Directors may be made by or at the
direction of the Board of Directors. A shareholder may also nominate a person or
persons for election as Directors, but only if written notice of such
shareholder's intent to make such nominations is received by the Secretary of
the corporation, not later than (i) with respect to an election to be held at an
annual meeting of shareholders, ninety days in advance of the third Monday in
May, and (ii) with respect to an election to be held at any other meeting of
shareholders, the close of business on the tenth day following the date of the
first public disclosure, which may include any public filing by the corporation
with the Securities and Exchange Commission, of the Originally Scheduled Date of
such meeting. Each such notice shall set forth (a) the name and address of the
shareholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the shareholder is a holder of record
entitled to vote at such meeting; (c) a description of all arrangements or
understandings between the shareholder and each nominee and any other person or
persons (naming them) pursuant to which the nomination is to be made; (d) such
other information regarding each nominee as would have been required to be
included in a



                                       3
<PAGE>

proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had each nominee been nominated by the Board of Directors; and (e)
the consent of each nominee to serve as a Director if elected. The chairman of
any meeting of shareholders to elect Directors and the Board of Directors shall
refuse to recognize the nomination of any person not made in compliance with the
foregoing procedure. For purposes of these Bylaws, the "Originally Scheduled
Date" of any meeting of shareholders shall be the date such meeting is scheduled
to occur in the notice first given to shareholders regardless of whether such
meeting is continued or adjourned or whether any subsequent notice is given for
such meeting or the record date of such meeting is changed.

        2.13   Proper Business for Shareholders' Meetings

        At any annual or special meeting of the shareholders of the corporation,
only business properly brought before the meeting may be transacted. To be
properly brought before an annual meeting, business (i) must be specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (ii) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (iii) otherwise properly
brought before the meeting by a shareholder. For business to be properly brought
before a meeting by a shareholder, written notice thereof must have been
received by the Secretary of the corporation, not later than (i) with respect to
an annual meeting, ninety days in advance of the third Monday in May, and (ii)
with respect to any other meeting, the close of business on the tenth day
following the date of the first public disclosure, which may include any public
filing by the corporation with the Securities and Exchange Commission, of the
Originally Scheduled Date of such meeting. Any such notice shall set forth as to
each matter the shareholder proposes to bring before the meeting (i) a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and the language of the
proposal, (ii) the name and address of the shareholder proposing such business,
(iii) a representation that the shareholder is a holder of record of stock of
the corporation entitled to vote at such meeting, and (iv) any material interest
of the shareholder in such business. No business shall be conducted at any
meeting of shareholders except in accordance with this paragraph, and the
chairman of any meeting of shareholders and the Board of Directors shall refuse
to permit any business to be brought before any meeting without compliance with
the foregoing procedures.

SECTION 3.  BOARD OF DIRECTORS

        3.1    General Powers

        All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the corporation shall be managed under the
direction of, the Board, except as may be otherwise provided in these Bylaws,
the Certificate of Incorporation or the Delaware General Corporation Law.

        3.2    Number and Tenure

        The Board shall be composed of six Directors. The Board of Directors
shall be divided into three classes with said classes to be as equal in number
as possible as of the creation of the



                                       4
<PAGE>

three classes of Directors. The terms of each class of Directors as of their
initial election or appointment shall be as follows:

<TABLE>
        <S>                  <C>
        Class 1              1 year
        Class 2              2 years
        Class 3              3 years
</TABLE>

Thereafter, as each Director's term expires, his or her successor shall be
elected to a three year term. The number of Directors may be changed from time
to time by amendment to these Bylaws, but no decrease in the number of Directors
shall have the effect of shortening the term of any incumbent Director. Unless a
Director dies, resigns or is removed, he or she shall hold office until the next
annual meeting of shareholders or until his or her successor is elected,
whichever is later. Directors need not be shareholders of the corporation or
residents of the State of Delaware.

        3.3    Annual and Regular Meetings

        An annual Board meeting shall be held without notice immediately after
and at the same place as the annual meeting of shareholders. By resolution, the
Board, or any committee thereof, may specify the time and place either within or
without the State of Delaware for holding regular meetings thereof without
notice other than such resolution.

        3.4    Special Meetings

        Special meetings of the Board or any committee appointed by the Board
may be called by or at the request of the Chairman of the Board, the President,
the Secretary or, in the case of special Board meetings, any two Directors and,
in the case of any special meeting of any committee appointed by the Board, by
the chairman thereof. The person or persons authorized to call special meetings
may fix any place either within or without the State of Delaware as the place
for holding any special Board or committee meeting called by them.

        3.5    Meetings by Telephone

        Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by means of a conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.

        3.6    Notice of Special Meetings

        Notice of a special Board or committee meeting stating the place, day
and hour of the meeting shall be given to a Director in writing or orally by
telephone or in person. Neither the business to be transacted at, nor the
purpose of, any special meeting need be specified in the notice of such meeting.



                                       5
<PAGE>

               3.6.1  Personal Delivery

               If notice is given by personal delivery, the notice shall be
effective if delivered to a Director at least two days before the meeting.

               3.6.2  Delivery by Mail

               If notice is delivered by mail, the notice shall be deemed
effective if deposited in the official government mail properly addressed to a
Director at his or her address shown on the records of the corporation with
postage prepaid at least five days before the meeting.

               3.6.3  Delivery by Telegraph

               If notice is delivered by telegraph, the notice shall be deemed
effective if the content thereof is delivered to the telegraph company for
delivery to a Director at his or her address shown on the records of the
corporation at least three days before the meeting.

               3.6.4  Oral Notice

               If notice is delivered orally, by telephone or in person, the
notice shall be deemed effective if personally given to the Director at least
two days before the meeting.

        3.7    Waiver of Notice

               3.7.1  In Writing

               Whenever any notice is required to be given to any Director under
the provisions of these Bylaws, the Certificate of Incorporation or the Delaware
General Corporate Laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated herein,
shall be deemed equivalent to the giving of such notice. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board or any committee appointed by the Board need be specified in the waiver of
notice of such meeting.

               3.7.2  By Attendance

               The attendance of a Director at a Board or committee meeting
shall constitute a waiver of notice of such meeting, except where a Director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.

        3.8    Quorum

        A majority of the number of Directors fixed by or in the manner provided
in these Bylaws shall constitute a quorum for the transaction of business at any
Board meeting, but, if less than a majority are present at a meeting, a majority
of the Directors present may adjourn the meeting from time to time without
further notice.



                                       6
<PAGE>

        3.9    Manner of Acting

        Except as may be otherwise provided in the Delaware General Corporate
Laws, the act of the majority of the Directors present at a Board meeting at
which there is a quorum shall be the act of the Board, unless the vote of a
greater number is required by these Bylaws or the Certificate of Incorporation.

        3.10   Presumption of Assent

        A Director of the corporation present at a Board or committee meeting at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his or her dissent is entered in the minutes of the
meeting, or unless such Director files a written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof, or
forwards such dissent by registered mail to the Secretary of the corporation
immediately after the adjournment of the meeting. A Director who voted in favor
of such action may not dissent.

        3.11   Action by Board or Committees Without a Meeting

        Any action which could be taken at a meeting of the Board or of any
committee appointed by the Board may be taken without a meeting if a written
consent setting forth the action so taken is signed by each of the Directors or
by each committee member. Any such written consent shall be inserted in the
minute book as if it were the minutes of a Board or a committee meeting.

        3.12   Resignation

        Any Director may resign at any time by delivering written notice to the
Chairman of the Board, the President, the Secretary or the Board, or to the
registered office of the corporation, or by giving oral notice at any meeting of
the Directors or shareholders. Any such resignation shall take effect at the
time specified therein, or if the time is not specified, upon delivery thereof
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

        3.13   Vacancies

        In the case of any increase in the number of Directors, or of any
vacancy created by death or resignation, the additional Director or Directors
may be elected or, as the case may be, the vacancy or vacancies may be filled,
either (a) by the Board of Directors at any meeting, or (b) by the shareholders
entitled to vote, either at an annual meeting or at a special meeting thereof
called for the purpose, by the affirmative vote of a majority of the outstanding
shares entitled to vote at such meeting.



                                       7
<PAGE>

        3.14   Executive and Other Committees

               3.14.1 Creation of Committees

               The Board, by resolution adopted by the majority of the number of
Directors fixed by or in the manner provided in these Bylaws, may appoint
standing or temporary committees, including an Executive Committee, from its own
number and invest such committees with such powers as it may see fit, subject to
such conditions as may be prescribed by the Board, these Bylaws and applicable
law.

               3.14.2 Authority of Committees

               Each committee shall have and may exercise all of the authority
of the Board, including the authority to authorize distributions and to issue
shares, to the extent provided in the resolution of the Board appointing the
Committee, except that no such committee shall have the authority to: (1)
approve or recommend to shareholders actions or proposals required by the
Delaware General Corporate Laws to be approved by shareholders, (2) fill
vacancies on the Board or any committee thereof, (3) amend these Bylaws, (4) fix
compensation of any Director for serving on the Board or on any committee, (5)
approve a plan of merger, consolidation or exchange of shares not requiring
shareholder approval, (6) appoint other committees of the Board or the members
thereof, or (7) amend the Certificate of Incorporation, except that the Board of
Directors may, by resolution, authorize such committee to fix the rights and
preferences of any of the corporation's preferred stock.

               3.14.3 Quorum and Manner of Acting

               A majority of the number of Directors composing any committee of
the Board, as established and fixed by resolution of the Board, shall constitute
a quorum for the transaction of business at any meeting of such committee but,
if less than a majority are present at a meeting, a majority of such Directors
present may adjourn the meeting from time to time without further notice. Except
as may be otherwise provided in the Delaware General Corporate Laws, the act of
a majority of the members of a committee present at a meeting at which a quorum
is present shall be the act of the committee.

               3.14.4 Minutes of Meetings

               All committees so appointed shall keep regular minutes of their
meetings and shall cause them to be recorded in books kept for that purpose.

               3.14.5 Resignation

               Any member of any committee may resign at any time by delivering
written notice thereof to the Chairman of the Board, the President, the
Secretary or the Board or the chairman of such committee, or by giving oral
notice at any such meeting of such committee. Any such resignation shall take
effect at the time specified therein or, if the time is not specified, upon
delivery thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.



                                       8
<PAGE>

               3.14.6 Removal

               The Board may remove from office any member of any committee
elected or appointed by it but only by the affirmative vote of a majority of the
number of Directors fixed by or in the manner provided in these Bylaws.

        3.15   Compensation

        By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, or a fixed
sum for attendance at each Board or committee meeting, or a stated salary as
Director or a committee member, or a combination of the foregoing. No such
payment shall preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.

SECTION 4.  OFFICERS

        4.1    Number

        The officers of the corporation shall be a President, a Secretary and a
Treasurer, each of whom shall be elected by the Board. One or more Vice
Presidents and such other officers and assistant officers, including a Chairman
of the Board, may be elected or appointed by the Board, such officers and
assistant officers to hold office for such period, have such authority and
perform such duties as are provided in these Bylaws or as may be provided by
resolution of the Board. Any officer may be assigned by the Board any additional
title that the Board deems appropriate. The Board may delegate to any officer or
agent the power to appoint any such subordinate officers or agents and to
prescribe their respective terms of office, authority and duties. Any two or
more offices may be held by the same person, except the offices of President and
Secretary may not be held by the same person unless all of the issued and
outstanding shares of the corporation are owned of record by one shareholder.

        4.2    Election and Term of Office

        The officers of the corporation shall be elected annually by the Board
at the Board meeting held after the annual meeting of the shareholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as a Board meeting conveniently may be held. Unless an officer
dies, resigns or is removed from office, he or she shall hold office until the
next annual meeting of the Board or until his or her successor is elected.

        4.3    Resignation

        Any officer may resign at any time by delivering written notice to the
Chairman of the Board, the President, a Vice President, the Secretary or the
Board, or by giving oral notice at any meeting of the Board. Any such
resignation shall take effect at the time specified therein or, if the time is
not specified, upon delivery thereof and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.



                                       9
<PAGE>

        4.4    Removal

        Any officer or agent elected or appointed by the Board may be removed by
the Board whenever in its judgment the best interests of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

        4.5    Vacancies

        A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the unexpired portion of the term or for a new term established by
the Board.

        4.6    Chairman of the Board

        If elected, the Chairman of the Board shall perform such duties as shall
be assigned to him or her by the Board from time to time and shall preside over
meetings of the Board and shareholders unless another officer is appointed or
designated by the Board as Chairman of such meeting.

        4.7    President

        The President shall be the chief executive officer of the corporation
unless some other officer is so designated by the Board, shall preside over
meetings of the Board and shareholders in the absence of a Chairman of the Board
and, subject to the Board's control, shall supervise and control all of the
assets, business and affairs of the corporation. The President may sign
certificates for shares of the corporation, deeds, mortgages, bonds, contracts
or other instruments, except when the signing and execution thereof have been
expressly delegated by the Board or by these Bylaws to some other officer or
agent of the corporation or are required by law to be otherwise signed or
executed by some other officer or in some other manner. In general, the
President shall perform all duties incident to the office of President and such
other duties as are prescribed by the Board from time to time.

        4.8    Vice President

        In the event of the death of the President or his or her inability to
act, the Vice President (or, if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President or,
if no Vice President is so designated, the Vice President first elected to such
office) shall perform the duties of the President, except as may be limited by
resolution of the Board, with all the powers of and subject to all the
restrictions upon the President. Any Vice President may sign, with the Secretary
or any Assistant Secretary, certificates for shares of the corporation. Vice
Presidents shall have, to the extent authorized by the President or the Board,
the same powers as the President to sign deeds, mortgages, bonds, contracts, or
other instruments. Vice Presidents shall perform such other duties as from time
to time may be assigned to them by the President or by or at the direction of
the Board.



                                       10
<PAGE>

        4.9    Secretary

        The Secretary shall: (a) keep the minutes of meetings of the
shareholders and the Board in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) be custodian of the corporate records and seal
of the corporation; (d) keep registers of the post office address of each
shareholder and Director; (e) sign, with the President or a Vice President,
certificates for shares of the corporation; (f) have general charge of the stock
transfer books of the corporation; (g) sign, with the President or other officer
authorized by the President or by the Board, deeds, mortgages, bonds, contracts
or other instruments; and (h) in general perform all duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him or her by the President or by the Board. In the absence of the Secretary,
an Assistant Secretary may perform the duties of the Secretary.

        4.10   Treasurer

        If required by the Board, the Treasurer shall give bond for the faithful
discharge of his or her duties in such amount and with such surety or sureties
as the Board shall determine. The Treasurer shall have charge and custody of and
be responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in banks,
trust companies or other depositories selected in accordance with the provisions
of these Bylaws; and in general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to him
or her by the President or by the Board. In the absence of the Treasurer, an
Assistant Treasurer may perform the duties of the Treasurer.

        4.11   Salaries

        The salaries of the officers shall be fixed from time to time by the
Board or by any person or persons to whom the Board has delegated such
authority. No officer shall be prevented from receiving such salary by reason of
the fact that he or she is also a Director of the corporation.

SECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

        5.1    Contracts

        The Board may authorize any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances.

        5.2    Loans to the Corporation

        No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board. Such authority may be general or confined to specific
instances.



                                       11
<PAGE>

        5.3    Loans to Directors

        The corporation may not lend money to or guarantee the obligation of a
Director unless approved by the holders of at least a majority of the votes
represented by the outstanding shares of all classes entitled to vote thereon,
excluding the votes of the benefited Director, or the Board determines that the
loan or guarantee benefits the corporation and either approves the specific loan
or guarantee or a general plan authorizing loans and guarantees.

        5.4    Checks, Drafts, Etc.

        All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, or agent or agents, of the corporation and
in such manner as is from time to time determined by resolution of the Board.

        5.5    Deposits

        All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the Board may select.

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

        6.1    Issuance of Shares

        No shares of the corporation shall be issued unless authorized by the
Board, which authorization shall include the maximum number of shares to be
issued and the consideration to be received for each share.

        6.2    Certificates for Shares

        Certificates representing shares of the corporation shall be signed by
the President or a Vice President and by the Secretary or an Assistant Secretary
and shall include on their face written notice of any restrictions which may be
imposed on the transferability of such shares. All certificates shall be
consecutively numbered or otherwise identified.

        6.3    Stock Records

        The stock transfer books shall be kept at the registered office or
principal place of business of the corporation or at the office of the
corporation's transfer agent or registrar. The name and address of each person
to whom certificates for shares are issued, together with the class and number
of shares represented by each such certificate and the date of issue thereof,
shall be entered on the stock transfer books of the corporation. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.



                                       12
<PAGE>

        6.4    Restriction on Transfer

        Except to the extent that the corporation has obtained an opinion of
counsel acceptable to the corporation that transfer restrictions are not
required under applicable securities laws or has otherwise satisfied itself that
such transfer restrictions are not required, all certificates representing
shares of the corporation shall bear a legend on the face of the certificate, or
on the reverse of the certificate if a reference to the legend is contained on
the face, which reads substantially as follows:

        "The securities evidenced by this certificate have not been registered
        under the Securities Act of 1933 or any applicable state law, and no
        interest therein may be sold, distributed, assigned, offered, pledged or
        otherwise transferred unless (a) there is an effective registration
        statement under such Act and applicable state securities laws covering
        any such transaction involving said securities or (b) this corporation
        receives an opinion of legal counsel for the holder of these securities
        (concurred in by legal counsel for this corporation) stating that such
        transaction is exempt from registration or this corporation otherwise
        satisfies itself that such transaction is exempt from registration.
        Neither the offering of the securities nor any offering materials have
        been reviewed by any administrator under the Securities Act of 1933, or
        any applicable state law."

        6.5    Transfer of Shares

        The transfer of shares of the corporation shall be made only on the
stock transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and cancelled.

        6.6    Lost or Destroyed Certificates

        In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.

SECTION 7.  BOOKS AND RECORDS

        The corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its shareholders
and Board and such other records as may be necessary or advisable.



                                       13
<PAGE>

SECTION 8.  ACCOUNTING YEAR

        The accounting year of the corporation shall be the calendar year,
provided that if a at any time selected for purposes accounting year shall be
the year different accounting year is of federal income taxes, the so selected.

SECTION 9.  SEAL

        The seal of the corporation shall consist of the name of the
corporation, the state of its incorporation and the year of its incorporation.

SECTION 10.  INDEMNIFICATION

        10.1   Right to Indemnification

        Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved (including, without limitation, as a witness)
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding") by reason of the fact that he or she
is or was a director or officer of the corporation or, was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as such a director, officer, employee or agent or in any other
capacity while serving as such a director, officer, employee or agent, shall be
indemnified and held harmless by the corporation to the full extent authorized
by the Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights than
such law permitted the corporation to provide prior to such amendment) against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith, provided,
however, that no indemnification shall be provided to any such indemnitee if the
corporation is prohibited by the nonexclusive provisions of the Delaware General
Corporation Law or other applicable law as then in effect from paying such
indemnification; and provided, further, that except as provided in Section 10.3
hereof with respect to proceedings to enforce rights to indemnification, the
corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if a proceeding (or part
thereof) was authorized or ratified by the Board of Directors of the
corporation.

        10.2   Right to Advancement of Expenses

        The right to indemnification conferred in Section 10.1 shall include the
right to be paid by the corporation the expenses (including attorney's fees)
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a director of officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without



                                       14
<PAGE>

limitation, service to an employee benefit plan) shall be made only upon
delivery to the corporation of an undertaking (hereafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by formal judicial decision from which there is not
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section 10.2 or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Section 10.1 and Section 10.2 shall be contract rights
and such rights shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnity's heirs, executors and administrators.

        10.3   Right of Indemnitee to Bring Suit

        If a claim under Section 10.1 or Section 10.2 hereof is not paid in full
by the corporation within sixty days after a written claim has been received by
the corporation, except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty days, the indemnitee may at
any time thereafter bring suit against the corporation to recover the unpaid
amount of the claim. If successful in whole or in part, in any such suit or in a
suit brought by the corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expense of prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that, and (ii) in any suit brought by the corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for indemnification set
forth in the Delaware General Corporation Law. Neither the failure of the
corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Section 10 or otherwise shall be on the corporation.

        10.4   Nonexclusivity of Rights

        The right to indemnification and the advancement of expenses conferred
in this Section 10 shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of the corporation's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
disinterested Directors or otherwise.



                                       15
<PAGE>

        10.5   Insurance, Contracts and Funding

        The corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law. The corporation may enter into
contracts with any director, officer, employee or agent of the corporation in
furtherance of the provisions of this Section 10 and may create a trust fund,
grant a security interest or use other means (including, without limitation, a
letter of credit) to ensure the payment of such amounts as may be necessary to
effect indemnification as provided in this Section 10.

        10.6   Indemnification of Employees and Agents of the Corporation

        The corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses to any employee and agent of the corporation to the fullest extent of
the provisions of this Section 10 with respect to the indemnification and
advancement of expenses of directors and officers of the corporation.

SECTION 11.  AMENDMENTS

        Except as herein otherwise expressly provided, these Bylaws may be
altered or repealed, in any particular, and new Bylaws not inconsistent with any
provision of the Certificate of Incorporation or any provision of law may be
adopted, either by the affirmative vote of the holders of record of a majority
in number of the shares present in person or by proxy and entitled to vote at an
annual meeting of shareholders, or at a special meeting thereof, the notice of
which special meeting shall include the form of the proposed alteration or
repeal or of the proposed new Bylaws, or a summary thereof; or by the
affirmative vote of a majority of the Directors present at any meeting at which
a quorum is present, provided, in the latter case, that the notice of such
meeting shall include the form of the proposed alteration or repeal or of the
proposed new Bylaws, or a summary thereof.



                                       16