EXHIBIT 3(ii)

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                                 PROGINET, INC.
                            (a Delaware corporation)


                                    ARTICLE I
                                    ---------
                                  STOCKHOLDERS
                                  ------------

CERTIFICATES   REPRESENTING  STOCK.   Certificates  representing  stock  in  the
corporation  shall be  signed  by,  or in the name of,  the  corporation  by the
Chairman or Vice-Chairman of the Board of Directors, if any, or by the President
or a  Vice-President  and by the  Treasurer  or an  Assistant  Treasurer  or the
Secretary  or an  Assistant  Secretary  of  the  corporation.  Any  or  all  the
signatures  on any such  certificate  may be a  facsimile.  In case any officer,
transfer  agent,  or registrar who has signed or whose  facsimile  signature has
been placed upon a certificate  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 were such officer,  transfer agent, or
registrar at the date of issue.

Whenever the  corporation  shall be  authorized  to issue more than one class of
stock  or more  than  one  series  of any  class  of  stock,  and  whenever  the
corporation  shall  issue any  shares of its stock as  partly  paid  stock,  the
certificates  representing  shares  of any such  class or  series or of any such
partly  paid stock  shall set forth  thereon the  statements  prescribed  by the
General  Corporation  Law. Any  restrictions  on the transfer or registration of
transfer  of any  shares  of  stock  of any  class  or  series  shall  be  noted
conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated shares in
place of any  certificate  theretofore  issued by it, alleged to have been lost,
stolen,  or  destroyed,  and the Board of Directors may require the owner of the
lost, stolen, or destroyed certificate, or his legal representative, to give the
corporation a bond  sufficient to indemnify  the  corporation  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
or uncertificated shares.







                                   Exhibit 3
<PAGE>


UNCERTIFICATED  SHARES.  Subject  to  any  conditions  imposed  by  the  General
Corporation  Law,  the Board of  Directors  of the  corporation  may  provide by
resolution  or  resolutions  that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time  after  the  issuance  or  transfer  of  any  uncertificated   shares,  the
corporation  shall send to the  registered  owner  thereof  any  written  notice
prescribed by the General Corporation Law.

FRACTIONAL SHARE  INTERESTS.  The corporation may, but shall not be required to,
issue  fractions of a share.  If the  corporation  does not issue fractions of a
share, it shall (1) arrange for the disposition of fractional interests by those
entitled  thereto,  (2) pay in cash the fair value of fractions of a share as of
the time when those  entitled to receive such fractions are  determined,  or (3)
issue scrip or warrants in registered form (either  represented by a certificate
or  uncertificated)  or bearer form  (represented by a certificate)  which shall
entitle the holder to receive a full share upon the  surrender  of such scrip or
warrants  aggregating a full share. A certificate  for a fractional  share or an
uncertificated  fractional  share shall,  but scrip or warrants shall not unless
otherwise  provided  therein,  entitle the holder to exercise voting rights,  to
receive  dividends  thereon,  and to  participate  in any of the  assets  of the
corporation in the event of liquidation.  The Board of Directors may cause scrip
or warrants to be issued subject to the  conditions  that they shall become void
if not exchanged for certificates representing the full shares or uncertificated
full  shares  before a specified  date,  or subject to the  conditions  that the
shares  for  which  scrip  or  warrants  are  exchangeable  may be  sold  by the
corporation  and the  proceeds  thereof  distributed  to the holders of scrip or
warrants,  or subject to any other  conditions  which the Board of Directors may
impose.

STOCK  TRANSFERS.  Upon compliance  with provisions  restricting the transfer or
registration of transfer of shares of stock,  if any,  transfers or registration
of  transfers  of shares of stock of the  corporation  shall be made only on the
stock ledger of the  corporation by the  registered  holder  thereof,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with
the Secretary of the  corporation  or with a transfer  agent or a registrar,  if
any, and, in the case of shares represented by certificates, on surrender of the
certificate or certificates  for such shares of stock properly  endorsed and the
payment of all taxes due thereon.

RECORD DATE FOR  STOCKHOLDERS.  In order that the  corporation may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment  thereof,  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  record date shall
not be more than sixty nor less than ten days  before the date of such  meeting.
If no  record  date is fixed by the  Board of  Directors,  the  record  date for
determining  stockholders  entitled  to  notice  of or to vote at a  meeting  of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given,  or, if notice is waived,  at the close of business on
the day next preceding the day on which the meeting is held. A determination  of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In 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 ten days  after  the date  upon  which the
resolution  fixing the record date is adopted by the Board of  Directors.  If no
record  date has been  fixed by the  Board of  Directors,  the  record  date for
determining the stockholders  entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General  Corporation  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,
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.  If no record date
has been  fixed by the  Board of  Directors  and  prior  action  by the Board of
Directors  is  required  by the  General  Corporation  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 day on which the
Board of Directors adopts the resolution taking such prior action. In order that
the  corporation may determine the  stockholders  entitled to receive payment of
any



                                    Exibit 3
<PAGE>

dividend or other  distribution  or allotment of any rights or 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 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.

MEANING OF CERTAIN TERMS.  As used herein in respect of the right to notice of a
meeting of stockholders or a waiver thereof or to participate or vote thereat or
to consent  or dissent in writing in lieu of a meeting,  as the case may be, the
term  "share"  or  "shares"  or  "share  of  stock"  or  "shares  of  stock"  or
"stockholder"  or  "stockholders"  refers to an  outstanding  share or shares of
stock and to a holder or holders of record of  outstanding  shares of stock when
the  corporation  is authorized to issue only one class of shares of stock,  and
said  reference is also intended to include any  outstanding  share or shares of
stock and any holder or holders of record of outstanding  shares of stock of any
class upon which or upon whom the  certificate  of  incorporation  confers  such
rights  where there are two or more classes or series of shares of stock or upon
which  or  upon  whom  the  General   Corporation   Law   confers   such  rights
notwithstanding  that the certificate of incorporation may provide for more than
one class or series of  shares  of stock,  one or more of which are  limited  or
denied such rights thereunder;  provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized  number of shares of
stock of any class or series which is otherwise  denied  voting rights under the
provisions of the certificate of  incorporation,  except as any provision of law
may otherwise require.

                              STOCKHOLDER MEETINGS
                              --------------------

-TIME. The annual meeting shall be held on the date and at the time fixed,  from
time to time, by the directors, provided, that the first annual meeting shall be
held on a date within thirteen months after the organization of the corporation,
and each  successive  annual  meeting  shall be held on a date  within  thirteen
months after the date of the preceding  annual meeting.  A special meeting shall
be held on the date and at the time fixed by the directors.

-PLACE. Annual meetings and special meetings shall be held at such place, within
or without the State of Delaware,  as the directors may, from time to time, fix.
Whenever the directors  shall fail to fix such place,  the meeting shall be held
at the Company's principal executive offices.

-CALL. Annual meetings and special meetings may be called by the directors or by
any officer instructed by the directors to call the meeting.

-NOTICE  OR WAIVER OF NOTICE.  Written  notice of all  meetings  shall be given,
stating the place,  date,  and hour of the meeting and stating the place  within
the city or other municipality or community at which the list of stockholders of
the  corporation  may be examined.  The notice of an annual  meeting shall state
that the meeting is called for the election of directors and for the transaction
of other business which may properly come before the meeting,  and shall (if any
other  action  which could be taken at a special  meeting is to be taken at such
annual  meeting) state the purpose or purposes.  The notice of a special meeting
shall in all  instances  state the purpose or purposes  for which the meeting is
called. The notice of any meeting shall also include,  or be accompanied by, any
additional  statements,  information,  or  documents  prescribed  by the General
Corporation Law. Except as otherwise provided by the General  Corporation Law, a
copy of the notice of any meeting  shall be given,  personally  or by mail,  not
less than ten days nor more than  sixty  days  before  the date of the  meeting,
unless the lapse of the  prescribed  period of time shall have been waived,  and
directed  to each  stockholder  at his record  address or at such other  address
which he may have  furnished  by  request in  writing  to the  Secretary  of the
corporation.  Notice by mail  shall be deemed to be given when  deposited,  with
postage thereon prepaid, in the United States Mail. If a meeting is adjourned to
another time, not more than thirty days hence,  and/or to another place,  and if
an  announcement  of the adjourned time and/or place is made at the meeting,  it
shall not be  necessary  to give  notice of the  adjourned  meeting  unless  the
directors,  after adjournment,  fix a new record date for the adjourned meeting.
Notice  need not be given


                                   Exhibit 3
<PAGE>

to any  stockholder  who submits a written waiver of notice signed by him before
or after the time stated  therein.  Attendance of a stockholder  at a meeting of
stockholders  shall  constitute a waiver of notice of such meeting,  except when
the stockholder attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully  called or convened.  Neither the business to be transacted  at,
nor the purpose of, any regular or special meeting of the  stockholders  need be
specified in any written waiver of notice.

 -STOCKHOLDER  LIST.  The  officer  who has  charge of the  stock  ledger of the
corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a complete  list of the  stockholders,  arranged in  alphabetical
order,  and  showing the  address of each  stockholder  and the number of shares
registered  in the  name of each  stockholder.  Such  list  shall be open to the
examination of any stockholder,  for any purpose germane to the meeting,  during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other  municipality  or community where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting,  or if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.  The  stock  ledger  shall  be the  only  evidence  as to who  are  the
stockholders  entitled to examine the stock  ledger,  the list  required by this
section  or  the  books  of the  corporation,  or to  vote  at  any  meeting  of
stockholders.

-CONDUCT OF MEETING.  Meetings of the stockholders shall be presided over by one
of the following  officers in the order of seniority and if present and acting -
the Chairman of the Board, if any, the  Vice-Chairman  of the Board, if any, the
President,  a  Vice-President,  or, if none of the  foregoing  is in office  and
present  and  acting,  by a  chairman  to be  chosen  by the  stockholders.  The
Secretary of the corporation,  or in his absence, an Assistant Secretary,  shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary  is present the chairman of the meeting  shall  appoint a secretary of
the meeting.

-PROXY REPRESENTATION. Every stockholder may authorize another person or persons
to act for him by proxy in all  matters in which a  stockholder  is  entitled to
participate,  whether by waiving notice of any meeting,  voting or participating
at a meeting,  or expressing  consent or dissent without a meeting.  Every proxy
must be signed by the stockholder or by his attorney-in-fact.  No proxy shall be
voted or acted upon after three  years from its date unless such proxy  provides
for a longer  period.  A duly executed  proxy shall be  irrevocable if it states
that it is  irrevocable  and,  if,  and only as long as, it is  coupled  with an
interest  sufficient in law to support an irrevocable power. A proxy may be made
irrevocable  regardless  of whether the interest  with which it is coupled is an
interest in the stock itself or an interest in the corporation generally.

-INSPECTORS.  The  directors,  in advance  of any  meeting,  may,  but need not,
appoint  one or  more  inspectors  of  election  to act  at the  meeting  or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more  inspectors.  In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by  appointment  made by the  directors  in advance of the
meeting or at the meeting by the person presiding  thereat.  Each inspector,  if
any,  before  entering upon the discharge of his duties,  shall take and sign an
oath  faithfully to execute the duties of inspectors at such meeting with strict
impartiality and according to the best of his ability.  The inspectors,  if any,
shall  determine the number of shares of stock  outstanding and the voting power
of each,  the shares of stock  represented  at the meeting,  the  existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots, or
consents,  hear and determine all challenges and questions arising in connection
with the right to vote,  count and  tabulate  all votes,  ballots,  or consents,
determine the result,  and do such acts as are proper to conduct the election or
vote with fairness to all  stockholders.  On request of the person  presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge,  question,  or matter  determined by him or them and execute a
certificate of any fact found by him or them.

-QUORUM.  The holders of thirty four percent (34%) of the outstanding  shares of
stock shall constitute a quorum at a meeting of stockholders for the transaction
of any business.  The  stockholders  present may adjourn the meeting despite the
absence of a quorum.

                                   Exhibit 3
<PAGE>

-VOTING.  Each share of stock shall  entitle  the  holders  thereof to one vote.
Directors  shall be elected by a plurality of the votes of the shares present in
person  or  represented  by proxy at the  meeting  and  entitled  to vote on the
election of directors. Any other action shall be authorized by a majority of the
votes cast  except  where the General  Corporation  Law  prescribes  a different
percentage of votes and/or a different  exercise of voting power,  and except as
may  be  otherwise   prescribed  by  the   provisions  of  the   certificate  of
incorporation and these Bylaws. In the election of directors,  and for any other
action, voting need not be by ballot.

STOCKHOLDER  ACTION  WITHOUT  MEETINGS.  Any  action  required  by  the  General
Corporation  Law to be  taken  at any  annual  meeting  or  special  meeting  of
stockholders,  or any action which may be taken at any annual or special meeting
of  stockholders,  may be taken  without a  meeting,  without  prior  notice and
without a vote,  if a consent  in  writing,  setting  forth the action so taken,
shall be signed by the  holders of  outstanding  stock  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted.  Prompt notice of the taking of the corporate action without a meeting by
less than unanimous  written  consent shall be given to those  stockholders  who
have not consented in writing.  Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.


                                   ARTICLE II
                                   ----------

                                    DIRECTORS
                                    ---------

FUNCTIONS AND DEFINITIONS.  The business and affairs of the corporation shall be
managed by or under the direction of the Board of Directors of the  corporation.
The Board of Directors  shall have the authority to fix the  compensation of the
members thereof.  The use of the phrase "whole board" herein refers to the total
number of directors currently in office and serving in the capacity of director.

QUALIFICATIONS  AND NUMBER.  A director need not be a stockholder,  a citizen of
the  United  States,  or a  resident  of the State of  Delaware.  The  number of
directors constituting the whole board shall be not less than 3 nor more than 9.
Subject to the foregoing limitation,  such number may be fixed from time to time
by action of the  stockholders or of the directors.  The number of directors may
be increased or decreased by action of the stockholders or of the directors.

ELECTION  AND  TERM.   Directors  who  are  elected  at  an  annual  meeting  of
stockholders, and directors who are elected in the interim to fill vacancies and
newly created directorships,  shall hold office until the next annual meeting of
stockholders and until their successors are elected and qualified or until their
earlier resignation or removal. Any director may resign at any time upon written
notice to the corporation.  Except as the General  Corporation Law may otherwise
require,  in the interim  between annual  meetings of stockholders or of special
meetings of  stockholders  called for the election of  directors  and/or for the
removal of one or more  directors  and for the  filling  of any  vacancy in that
connection,  newly  created  directorships  and any  vacancies  in the  Board of
Directors,  including unfilled vacancies resulting from the removal of directors
for cause or  without  cause,  may be filled  by the vote of a  majority  of the
remaining directors then in office,  although less than a quorum, or by the sole
remaining director.

                                    MEETINGS.
                                    ---------

-TIME.  Meetings shall be held at such time as the Board shall fix,  except that
the first  meeting  of a newly  elected  Board  shall be held as soon  after its
election as the directors may conveniently assemble.

-PLACE.  Meetings  shall be held at such place  within or  without  the State of
Delaware as shall be fixed by the Board.

-CALL.  No call shall be required  for regular  meetings  for which the time and
place have been fixed.  Special meetings may be called by or at the direction of
the Chairman of the Board, if any, the  Vice-Chairman  of the Board, if any, the
President, or a majority of the directors in office.


                                   Exhibit 3
<PAGE>

-NOTICE  OR ACTUAL OR  CONSTRUCTIVE  WAIVER.  No notice  shall be  required  for
regular meetings for which the time and place have been fixed. Written, oral, or
any  other  mode of notice  of the time and  place  shall be given  for  special
meetings  in  sufficient  time  for the  convenient  assembly  of the  directors
thereat.  Notice  need  not be  given  to any  director  or to any  member  of a
committee  of  directors  who submits a written  waiver of notice  signed by him
before or after the time  stated  therein.  Attendance  of any such  person at a
meeting  shall  constitute  a waiver of notice of such  meeting,  except when he
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.  Neither the business to be  transacted  at, nor the purpose
of, any regular or special  meeting of the  directors  need be  specified in any
written waiver of notice.

-QUORUM AND ACTION.  A majority  of the whole  Board shall  constitute  a quorum
except when a vacancy or vacancies prevents such majority,  whereupon a majority
of the  directors  in  office  shall  constitute  a quorum,  provided  that such
majority shall  constitute at least  one-third of the whole Board. A majority of
the directors present, whether or not a quorum is present, may adjourn a meeting
to another time and place.  Except as herein otherwise  provided,  and except as
otherwise  provided by the General  Corporation Law, the vote of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the  Board.  The  quorum and voting  provisions  herein  stated  shall not be
construed as conflicting with any provisions of the General  Corporation Law and
these  Bylaws which govern a meeting of  directors  held to fill  vacancies  and
newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any  committee  designated
by the Board,  may participate in a meeting of the Board, or any such committee,
as the case may be, by means of conference  telephone or similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other.

-CHAIRMAN OF THE MEETING.  The Chairman of the Board,  if any and if present and
acting, shall preside at all meetings. Otherwise, the Chief Executive Officer of
the Corporation,  if any and if present and acting,  or the Vice Chairman of the
Board if any,  and if present and acting,  shall  preside or the  President,  if
present and action, or any other director chosen by the Board, shall preside.

REMOVAL  OF  DIRECTORS.  Except as may  otherwise  be  provided  by the  General
Corporation  Law, any director or the entire Board of Directors  may be removed,
with or without cause,  by the holders of a majority of the shares then entitled
to vote at an election of directors.

COMMITTEES.  The Board of Directors  may, by resolution  passed by a majority of
the whole Board, designate one or more committees,  each committee to consist of
one or more of the directors of the corporation.  The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or  disqualified  member at any  meeting  of the  committee.  In the  absence or
disqualification  of any member of any such committee or committees,  the member
or members  thereof  present at any meeting and not  disqualified  from  voting,
whether or not he or they constitute a quorum,  may unanimously  appoint another
member of the Board of  Directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise powers and authority of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
corporation  with the  exception of any  authority  the  delegation  of which is
prohibited by Section 141 of the General  Corporation Law, and may authorize the
seal of the corporation to be affixed to all papers which may require it.

WRITTEN  ACTION.  Any action required or permitted to be taken at any meeting of
the Board of Directors or any  committee  thereof may be taken without a meeting
if all members of the Board or committee, as the case may be, consent thereto in
writing,  and the writing or writings are filed with the minutes of  proceedings
of the Board or committee.


                                   Exhibit 3
<PAGE>

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

                                   ARTICLE III
                                   -----------

                                    OFFICERS
                                    --------

The officers of the corporation shall consist of a President, a Secretary,  and,
if deemed  necessary,  expedient,  or  desirable  by the Board of  Directors,  a
Chairman of the Board, a Vice-Chairman  of the Board, a Treasurer,  an Executive
Vice-President, a Senior Vice President, one or more other Vice President's, and
such other officers with such titles as the resolution of the Board of Directors
choosing  them shall  designate.  Except as may  otherwise  be  provided  in the
resolution  of the Board of Directors  choosing  him, no officer  other than the
Chairman, Chief Executive Officer or Vice-Chairman of the Board, if any, need be
a  director.  Any  number  of  offices  may be held by the same  person,  as the
directors may determine.

Unless otherwise provided in the resolution  choosing him, each officer shall be
chosen  for a term  which  shall  continue  until  the  meeting  of the Board of
Directors  following  the next  annual  meeting  of  stockholders  and until his
successor shall have been chosen and qualified.

All  officers of the  corporation  shall have such  authority  and perform  such
duties in the management and operation of the corporation as prescribed in these
Bylaws and shall have such additional  authority and duties as may be designated
by the Board of Directors. Any officer may be removed, with or without cause and
upon no prior notice,  by the Board of Directors.  Any vacancy in any office may
be filled by the Board of Directors.

CHAIRMAN OF THE BOARD.  The Chairman of the Board shall be a member of the Board
and shall preside at its meetings and at all meetings of stockholders.  He shall
hold such  offices,  if any, and have such powers and perform such duties as may
be prescribed by the Board.

CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer,  subject to the direction
and under  the  supervision  of the  Board,  shall  have  general  charge of the
business and affairs of the  corporation and shall keep the Board fully advised.
At the  direction  of the  Board,  he  shall  have  power  in  the  name  of the
corporation  and  on its  behalf  to  execute  any  and  all  deeds,  mortgages,
contracts,  agreements  and other  instruments  in writing.  He shall employ and
discharge  employees  and agents of the  corporation,  except such as shall hold
their offices by appointment  of the Board,  but he may delegate these powers to
other officers as to employees under their immediate  supervision.  He shall see
that  the  acts  of  the  executive  officers  conform  to the  policies  of the
corporation  as  determined  by the Board and shall have such powers and perform
such other duties as may from time to time be assigned to him by the Board.  The
Chief Executive Officer shall be a member of the Board if the office of Chairman
of the Board be  vacant,  or if the  Chairman  be  absent,  he shall  preside at
meetings of the stockholders and of the Board.

PRESIDENT. The President,  subject to the direction and under the supervision of
the Board,  shall  perform  such  duties as  generally  pertain to the office of
President,  as well as such further  duties as may be  prescribed  by the Board.
CHIEF OPERATING  OFFICER.  The Chief Operating  Officer,  if any, subject to the
direction and under the supervision of the Board, or the Chief Executive Officer
or the President may from time to time  prescribe,  and shall perform such other
duties as may be  prescribed  in these Bylaws and,  shall perform such duties as
generally  pertain to the  office of Chief  Operating  Officer,  as well as such
further duties as may be prescribed by the Board or Chief  Executive  Officer or
President.

CHIEF FINANCIAL OFFICER.  The Chief Financial Officer,  subject to the direction
and under the supervision of the Board,  or the Chief  Executive  Officer or the
President may from time to time  prescribe,  and shall perform such other duties
as


                                   Exhibit 3
<PAGE>

may be  prescribed  in these  Bylaws and shall  perform such duties as generally
pertain to the office of Chief Financial Officer, as well as such further duties
as may be prescribed by the Board or Chief Executive Officer or President.

VICE CHAIRMAN OF THE BOARD.  The Vice Chairman of the Board,  if any, shall be a
member of the Board.  If the office of Chairman of the Board and Chief Executive
Officer  be  vacant,  or if the  Chairman  of the Board and the Chief  Executive
Officer be absent,  he shall preside at meetings of the  stockholders and of the
Board. He shall have such powers and perform such duties as may be prescribed by
the Board.

VICE  PRESIDENTS.  Each Vice  President  shall have such powers and perform such
duties as the Board or the Chairman of the Board,  the Chief Executive  Officer,
the President or the Vice  Chairman of the Board,  if any, may from time to time
prescribe,  and shall  perform such other duties as may be  prescribed  in these
Bylaws.  In the absence or inability  to act of the  Chairman of the Board,  the
Chief Executive Officer,  the President and Vice Chairman of the Board, the Vice
President  next in order as designated  by the Board,  or in the absence of such
designation,  senior in length of service in such capacity, who shall be present
and able to act, shall perform all the duties and may exercise any of the powers
of the President,  subject to the control of the Board.  The  performance of any
duty by a Vice President shall be conclusive evidence of his power to act.

TREASURER.  The  Treasurer  shall  have the care and  custody  of all  funds and
securities  of the  corporation  which  may come into his  control  and he shall
deposit  the  same to the  credit  of the  corporation  in such  banks  or other
depositary  or  depositories  as the Board may  designate.  He may  endorse  all
commercial documents requiring  endorsements for or on behalf of the corporation
and may sign all receipts and vouchers for payments made to the corporation.  He
shall  render an account of his  transactions  to the Board as often as it shall
require  the same and  shall at all  reasonable  times  exhibit  his  books  and
accounts to any director,  and shall cause to be entered regularly in books kept
for that purpose full and accurate  account of all moneys received and disbursed
by him on account of the corporation.  He shall, if required by the Board,  give
the  corporation  a bond in such  sums  and  with  such  securities  as shall be
satisfactory  to the Board,  conditioned  upon the faithful  performance  of his
duties  and for  the  restoration  to the  corporation  in  case  of his  death,
resignation,  retirement or removal from office of all books, papers,  vouchers,
money  and other  property  of  whatever  kind in his  possession,  or under his
control,  belonging to the  corporation.  He shall have such further  powers and
duties as are incident to the position of  Treasurer,  subject to the control of
the Board.

SECRETARY.  The Secretary  shall record the proceedings of meetings of the Board
and of the  stockholders in a book kept for that purpose and shall attend to the
giving and serving of all notices of the  corporation.  He shall have custody of
the seal of the  corporation  and shall  affix the seal to all  certificates  of
shares  of  stock  of  the   corporation  (if  required  by  the  form  of  such
certificates)  and to such other papers or documents as may be proper and,  when
the seal is so  affixed,  he shall  attest  the same by his  signature  wherever
required.  He shall have charge of the stock certificate book, transfer book and
stock ledger, and such other books and papers as the Board may direct. He shall,
in  general,  perform  all duties of  Secretary,  subject to the  control of the
Board.

OTHER OFFICERS. Other officers shall perform such duties and have such powers as
may from time to time be assigned to them by the Board.

DELEGATION OF DUTIES.  In case of the absence of any officer of the corporation,
or for any  other  reason  that the  Board  may deem  sufficient,  the Board may
confer,  for the time  being,  the  powers or  duties,  or any of them,  of such
officer upon any other officer, or upon any director.


                                   ARTICLE IV
                                   ----------

                                 CORPORATE SEAL
                                 --------------

The  corporate  seal  shall  be in such  form as the  Board of  Directors  shall
prescribe.


                                   Exhibit 3
<PAGE>

                                    ARTICLE V
                                    ---------

                                   FISCAL YEAR
                                   -----------

The  fiscal  year of the  corporation  shall be fixed,  and shall be  subject to
change, by the Board of Directors.

                                   ARTICLE VI

                                   AMENDMENTS
Subject to the provisions of the certificate of incorporation and the provisions
of the General  Corporation  Law,  the power to amend,  alter,  or repeal  these
Bylaws and to adopt new Bylaws may be  exercised by the Board of Directors or by
the stockholders.







                                   Exhibit 3