<PAGE>

                             AMENDED AND RESTATED BYLAWS

                                          OF

                                 C-ATS SOFTWARE INC.
                               (A DELAWARE CORPORATION)

                        (AS AMENDED THROUGH NOVEMBER 19, 1997)



<PAGE>


                            AMENDED AND RESTATED BYLAWS OF
                                 C-ATS SOFTWARE INC.
                               (a Delaware corporation)

                        (As amended through November 19, 1997)

                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
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<S>  <C>  <C>                                                                    <C>
ARTICLE I - CORPORATE OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . .  1

     1.1  REGISTERED OFFICE. . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     1.2  OTHER OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE II - MEETINGS OF STOCKHOLDERS. . . . . . . . . . . . . . . . . . . . . . .  1

     2.1  PLACE OF MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     2.2  ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     2.3  SPECIAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     2.4  NOTICE OF STOCKHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . .  2
     2.5  ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS. . . . .  2
     2.6  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE . . . . . . . . . . . . . .  3
     2.7  QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
     2.8  ADJOURNED MEETING; NOTICE. . . . . . . . . . . . . . . . . . . . . . . .  4
     2.9  VOTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
     2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. . . . . . . . .  5
     2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING . . . . . . . . . . . . . . .  5
     2.12 PROXIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
     2.13 ORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
     2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE. . . . . . . . . . . . . . . . . .  6
     2.15 WAIVER OF NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7

ARTICLE III - DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7

     3.1  POWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
     3.2  NUMBER OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . .  7
     3.3  ELECTION AND TERM OF OFFICE OF DIRECTORS . . . . . . . . . . . . . . . .  7
     3.4  RESIGNATION AND VACANCIES. . . . . . . . . . . . . . . . . . . . . . . .  8
     3.5  REMOVAL OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . .  9

                                       -i-
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                                  TABLE OF CONTENTS

                                    (Continued)
<TABLE>
<CAPTION>
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                                                                                 ----
<S>  <C>  <C>                                                                    <C>
     3.6  PLACE OF MEETINGS; MEETINGS BY TELEPHONE . . . . . . . . . . . . . . . .  9
     3.7  FIRST MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     3.8  REGULAR MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     3.9  SPECIAL MEETINGS; NOTICE . . . . . . . . . . . . . . . . . . . . . . . . 10
     3.10 QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     3.11 WAIVER OF NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     3.12 ADJOURNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     3.13 NOTICE OF ADJOURNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . 11
     3.14 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. . . . . . . . . . . . 11
     3.15 FEES AND COMPENSATION OF DIRECTORS . . . . . . . . . . . . . . . . . . . 11
     3.16 APPROVAL OF LOANS TO OFFICERS. . . . . . . . . . . . . . . . . . . . . . 11
     3.17 SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION . . . . . . . . . 11

ARTICLE IV - COMMITTEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

     4.1  COMMITTEES OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . 12
     4.2  MEETINGS AND ACTION OF COMMITTEES. . . . . . . . . . . . . . . . . . . . 12
     4.3  COMMITTEE MINUTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE V - OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

     5.1  OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     5.2  ELECTION OF OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     5.3  SUBORDINATE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     5.4  REMOVAL AND RESIGNATION OF OFFICERS. . . . . . . . . . . . . . . . . . . 14
     5.5  VACANCIES IN OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     5.6  CHAIRMAN OF THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . 14
     5.7  PRESIDENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     5.8  VICE PRESIDENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     5.9  SECRETARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     5.10 CHIEF FINANCIAL OFFICER. . . . . . . . . . . . . . . . . . . . . . . . . 15
     5.11 ASSISTANT SECRETARY. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
     5.12 ADMINISTRATIVE OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . 16
     5.13 AUTHORITY AND DUTIES OF OFFICERS . . . . . . . . . . . . . . . . . . . . 16

                                       -ii-
</TABLE>
<PAGE>
                                  TABLE OF CONTENTS

                                    (Continued)

<TABLE>
<CAPTION>
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<S>  <C>  <C>                                                                    <C>
ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
          AND OTHER AGENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

     6.1  INDEMNIFICATION OF DIRECTORS AND OFFICERS. . . . . . . . . . . . . . . . 17
     6.2  INDEMNIFICATION OF OTHERS. . . . . . . . . . . . . . . . . . . . . . . . 18
     6.3  INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VII - RECORDS AND REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . 18

     7.1  MAINTENANCE AND INSPECTION OF RECORDS. . . . . . . . . . . . . . . . . . 18
     7.2  INSPECTION BY DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . 19
     7.3  ANNUAL STATEMENT TO STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . 19
     7.4  REPRESENTATION OF SHARES OF OTHER CORPORATIONS . . . . . . . . . . . . . 19
     7.5  CERTIFICATION AND INSPECTION OF BYLAWS . . . . . . . . . . . . . . . . . 19

ARTICLE VIII - GENERAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . 20

     8.1  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. . . . . . . . . . 20
     8.2  CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS. . . . . . . . . . . . . . . . 20
     8.3  CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED . . . . . . . . . . . 20
     8.4  STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES . . . . . . . . . . . . 20
     8.5  SPECIAL DESIGNATION ON CERTIFICATES. . . . . . . . . . . . . . . . . . . 21
     8.6  LOST CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
     8.7  TRANSFER AGENTS AND REGISTRARS . . . . . . . . . . . . . . . . . . . . . 22
     8.8  CONSTRUCTION; DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE IX - AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>

                                       -iii-

<PAGE>

                             AMENDED AND RESTATED BYLAWS

                                          OF

                                 C-ATS SOFTWARE INC.
                               (a Delaware corporation)

                        (As amended through November 19, 1997)


                                      ARTICLE I

                                  CORPORATE OFFICES

     1.1  REGISTERED OFFICE

     The registered office of the corporation shall be fixed in the
certificate of incorporation of the corporation.

     1.2  OTHER OFFICES

     The board of directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do
business.

                                      ARTICLE II

                               MEETINGS OF STOCKHOLDERS

     2.1  PLACE OF MEETINGS

     Meetings of stockholders shall be held at any place within or outside
the State of Delaware designated by the board of directors.  In the absence
of any such designation, stockholders' meetings shall be held at the
principal executive office of the corporation.

     2.2  ANNUAL MEETING

     The annual meeting of stockholders shall be held each year on a date and
at a time designated by the board of directors.  In the absence of such
designation, the annual meeting of stockholders shall be held on the third
Tuesday in May in each year at 10:00 a.m.  However, if such day falls on a
legal holiday, then the meeting shall be held at the same time and place on
the next succeeding full business day.  At the meeting, directors shall be
elected, and any other proper business may be transacted.

<PAGE>

     2.3  SPECIAL MEETING

     A special meeting of the stockholders may be called at any time by the
board of directors, or by the chairman of the board, or by the president, or
by one or more stockholders holding shares in the aggregate entitled to cast
not less than ten percent (10%) of the votes of all shares of stock owned by
stockholders entitled to vote at that meeting.

     If a special meeting is called by any person or persons other than the
board of directors or the president or the chairman of the board, then the
request shall be in writing, specifying the time of such meeting and the
general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the chairman of the board, the president, any vice
president or the secretary of the corporation.  The officer receiving the
request shall cause notice to be promptly given to the stockholders entitled
to vote, in accordance with the provisions of Sections 2.4 and 2.6 of these
bylaws, that a meeting will be held at the time requested by the person or
persons calling the meeting, so long as that time is not less than
thirty-five (35) nor more than sixty (60) days after the receipt of the
request.  If the notice is not given within twenty (20) days after receipt of
the request, then the person or persons requesting the meeting may give the
notice.  Nothing contained in this paragraph of this Section 2.3 shall be
construed as limiting, fixing or affecting the time when a meeting of
stockholders called by action of the board of directors may be held.

     2.4  NOTICE OF STOCKHOLDERS' MEETINGS

     All notices of meetings of stockholders shall be sent or otherwise given
in accordance with Section 2.6 of these bylaws not less than ten (10) nor
more than sixty (60) days before the date of the meeting.  The notice shall
specify the place, date and hour of the meeting and (i) in the case of a
special meeting, the purpose or purposes for which the meeting is called (no
business other than that specified in the notice may be transacted) or (ii)
in the case of the annual meeting, those matters which the board of
directors, at the time of giving the notice, intends to present for action by
the stockholders (but any proper matter may be presented at the meeting for
such action).  The notice of any meeting at which directors are to be elected
shall include the name of any nominee or nominees who, at the time of the
notice, the board intends to present for election.

     2.5  ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

     Subject to the rights of holders of any class or series of stock having
a preference over the Common Stock as to dividends or upon liquidation,

     (a)  nominations for the election of directors, and

     (b)  business proposed to be brought before any stockholder meeting

                                       -2-

<PAGE>

may be made by the board of directors or proxy committee appointed by the
board of directors or by any stockholder entitled to vote in the election of
directors generally if such nomination or business proposed is otherwise
proper business before such meeting.  However, any such stockholder may
nominate one or more persons for election as directors at a meeting or
propose business to be brought before a meeting, or both, only if such
stockholder has given timely notice in proper written form of their intent to
make such nomination or nominations or to propose such business.  To be
timely, such stockholder's notice must be delivered to or mailed and received
by the secretary of the corporation not less than ninety (90) days prior to
the meeting; provided, however, that in the event that less than one-hundred
(100) days notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the tenth day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made.  To be in proper form, a stockholder's notice to
the secretary shall set forth:

     (i)       the name and address of the stockholder who intends to make the
     nominations or propose the business and, as the case may be, of the person
     or persons to be nominated or of the business to be proposed;

     (ii)      a representation that the stockholder is a holder of record of
     stock of the corporation entitled to vote at such meeting and, if
     applicable, intends to appear in person or by proxy at the meeting to
     nominate the person or persons specified in the notice;

     (iii)     if applicable, a description of all arrangements or
     understandings between the stockholder and each nominee and any other
     person or persons (naming such person or persons) pursuant to which the
     nomination or nominations are to be made by the stockholder;

     (iv)      such other information regarding each nominee or each matter of
     business to be proposed by such stockholder as would be required to be
     included in a proxy statement filed pursuant to the proxy rules of the
     Securities and Exchange Commission had the nominee been nominated, or
     intended to be nominated, or the matter been proposed, or intended to be
     proposed by the board of directors; and

     (v)       if applicable, the consent of each nominee to serve as director
     of the corporation if so elected.

     The chairman of the meeting shall refuse to acknowledge the nomination
of any person or the proposal of any business not made in compliance with the
foregoing procedure.

     2.6  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

     Written notice of any meeting of stockholders shall be given either
personally or by first-class mail or by telegraphic or other written
communication.  Notices not personally delivered shall be sent

                                       -3-

<PAGE>

charges prepaid and shall be addressed to the stockholder at the address of
that stockholder appearing on the books of the corporation or given by the
stockholder to the corporation for the purpose of notice.  Notice shall be
deemed to have been given at the time when delivered personally or deposited
in the mail or sent by telegram or other means of written communication.

     An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.

     2.7  QUORUM

     The holders of a majority in voting power of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation.  If, however, such quorum is not present or
represented at any meeting of the stockholders, then either (i) the chairman
of the meeting or (ii) the stockholders entitled to vote thereat, present in
person or represented by proxy, shall have power to adjourn the meeting in
accordance with Section 2.7 of these bylaws.

     When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of the laws of the State of
Delaware or of the certificate of incorporation or these bylaws, a different
vote is required, in which case such express provision shall govern and
control the decision of the question.

     If a quorum be initially present, the stockholders may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken is approved by
a majority of the stockholders initially constituting the quorum.

     2.8  ADJOURNED MEETING; NOTICE

     When a meeting is adjourned to another time and place, unless these
bylaws otherwise require, notice need not be given of the adjourned meeting
if the time and place thereof are announced at the meeting at which the
adjournment is taken.  At the adjourned meeting the corporation may transact
any business that might have been transacted at the original meeting.  If the
adjournment is for more than thirty (30) days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

     2.9  VOTING

     The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to the provisions of Sections 217

                                       -4-

<PAGE>

and 218 of the General Corporation Law of Delaware (relating to voting rights
of fiduciaries, pledgors and joint owners, and to voting trusts and other
voting agreements).

     Except as may be otherwise provided in the certificate of incorporation
or these bylaws, each stockholder shall be entitled to one vote for each
share of capital stock held by such stockholder.

     At a stockholders' meeting at which directors are to be elected, and to
the extent permitted by the corporation's Certificate of Incorporation, each
stockholder shall be entitled to cumulate votes (i.e., cast for any candidate
a number of votes greater than the number of votes that such stockholder
normally is entitled to cast) if the candidates' names have been properly
placed in nomination (in accordance with these bylaws) prior to commencement
of the voting, and the stockholder requesting cumulative voting has given
notice prior to commencement of the voting of the stockholder's intention to
cumulate votes. If cumulative voting is properly requested, each holder of
stock, or of any class or classes or of a series or series thereof, who
elects to cumulate votes shall be entitled to as many votes as equals the
number of votes that (absent this provision as to cumulative voting) he or
she would be entitled to cast for the election of directors with respect to
his or her shares of stock multiplied by the number of directors to be
elected by him, and he or she may cast all of such votes for a single
director or may distribute them among the number to be voted for, or for any
two or more of them, as he or she may see fit.

     2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Unless otherwise provided in the Certificate of Incorporation, any
action required or permitted to 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 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.  Such consents shall be delivered to the corporation by
delivery to it 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 a corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested.

     2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

     For purposes of determining the stockholders entitled to notice of any
meeting or to vote thereat, the board of directors may fix, in advance, a
record date, which shall not precede the date upon which the resolution
fixing the record date is adopted by the board of directors and which shall
not be more than sixty (60) days nor less than ten (10) days before the date
of any such meeting, and in such event only stockholders of record on the
date so fixed are entitled to notice and to vote, notwithstanding any
transfer of any shares on the books of the corporation after the record date.

                                       -5-

<PAGE>

     If the board of directors does not so fix a record date, 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 business day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the business 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 unless the board of directors fixes a new record date for the
adjourned meeting, but the board of directors shall fix a new record date if
the meeting is adjourned for more than thirty (30) days from the date set for
the original meeting.

     The record date for any other purpose shall be as provided in Section
8.1 of these bylaws.

     2.12 PROXIES

     Every person entitled to vote for directors, or on any other matter,
shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the
secretary of the corporation, but no such proxy shall be voted or acted upon
after three (3) years from its date, unless the proxy provides for a longer
period.  A proxy shall be deemed signed if the stockholder's name is placed
on the proxy (whether by manual signature, typewriting, telegraphic
transmission, telefacsimile or otherwise) by the stockholder or the
stockholder's attorney-in-fact.  The revocability of a proxy that states on
its face that it is irrevocable shall be governed by the provisions of
Section 212(e) of the General Corporation Law of Delaware.

     2.13 ORGANIZATION

     The president, or in the absence of the president, the chairman of the
board, shall call the meeting of the stockholders to order, and shall act as
chairman of the meeting.  In the absence of the president, the chairman of
the board, and all of the vice presidents, the stockholders shall appoint a
chairman for such meeting.  The chairman of any meeting of stockholders shall
determine the order of business and the procedures at the meeting, including
such matters as the regulation of the manner of voting and the conduct of
business.  The secretary of the corporation shall act as secretary of all
meetings of the stockholders, but in the absence of the secretary at any
meeting of the stockholders, the chairman of the meeting may appoint any
person to act as secretary of the meeting.

     2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE

     The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of 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 (10) days prior to
the meeting, either at a place within the city where the meeting is to be


                                       -6-

<PAGE>

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.

     2.15 WAIVER OF NOTICE

     Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.  Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any
written waiver of notice unless so required by the certificate of
incorporation or these bylaws.

                                     ARTICLE III

                                      DIRECTORS

     3.1  POWERS

     Subject to the provisions of the General Corporation Law of Delaware and
to any limitations in the certificate of incorporation or these bylaws
relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction
of the board of directors.

     3.2  NUMBER OF DIRECTORS

     The board of directors shall consist of eight (8) members.  The number
of directors may be changed by an amendment to this bylaw, duly adopted by
the board of directors or by the stockholders, or by a duly adopted amendment
to the certificate of incorporation.

     3.3  ELECTION AND TERM OF OFFICE OF DIRECTORS

     Except as provided in Section 3.4 of these bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next
annual meeting. Each director, including a director elected or appointed to
fill a vacancy, shall hold office until the expiration of the term for which
elected and until a successor has been elected and qualified.

                                       -7-

<PAGE>

     3.4  RESIGNATION AND VACANCIES

     Any director may resign effective on giving written notice to the
chairman of the board, the president, the secretary or the board of
directors, unless the notice specifies a later time for that resignation to
become effective.  If the resignation of a director is effective at a future
time, the board of directors may elect a successor to take office when the
resignation becomes effective.

     Vacancies in the board of directors may be filled by a majority of the
remaining directors, even if less than a quorum, or by a sole remaining
director; however, a vacancy created by the removal of a director by the vote
of the stockholders or by court order may be filled only by the affirmative
vote of a majority of the shares represented and voting at a duly held
meeting at which a quorum is present (which shares voting affirmatively also
constitute a majority of the required quorum).  Each director so elected
shall hold office until the next annual meeting of the stockholders and until
a successor has been elected and qualified.

     Unless otherwise provided in the certificate of incorporation or these
bylaws:

               (i)  Vacancies and newly created directorships resulting from
any increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by
a sole remaining director.

               (ii) Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the provisions
of the certificate of incorporation, vacancies and newly created
directorships of such class or classes or series may be filled by a majority
of the directors elected by such class or classes or series thereof then in
office, or by a sole remaining director so elected.

     If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of stockholders
in accordance with the provisions of the certificate of incorporation or
these bylaws, or may apply to the Court of Chancery for a decree summarily
ordering an election as provided in Section 211 of the General Corporation
Law of Delaware.

     If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten (10) percent of the total number of the
shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by the directors
then in office as aforesaid, which election shall be governed by the
provisions of Section 211 of the General Corporation Law of Delaware as far
as applicable.

                                       -8-

<PAGE>

     3.5  REMOVAL OF DIRECTORS

     Unless otherwise restricted by statute, by the certificate of
incorporation or by these bylaws, 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; provided,
however, that, if and so long as stockholders of the corporation are entitled
to cumulative voting, if less than the entire board is to be removed, no
director may be removed without cause if the votes cast against his removal
would be sufficient to elect him if then cumulatively voted at an election of
the entire board of directors.

     3.6  PLACE OF MEETINGS; MEETINGS BY TELEPHONE

     Regular meetings of the board of directors may be held at any place
within or outside the State of Delaware that has been designated from time to
time by resolution of the board.  In the absence of such a designation,
regular meetings shall be held at the principal executive office of the
corporation.  Special meetings of the board may be held at any place within
or outside the State of Delaware that has been designated in the notice of
the meeting or, if not stated in the notice or if there is no notice, at the
principal executive office of the corporation.

     Any meeting of the board, regular or special, may be held by conference
telephone or similar communication equipment, so long as all directors
participating in the meeting can hear one another; and all such participating
directors shall be deemed to be present in person at the meeting.

     3.7  FIRST MEETINGS

     The first meeting of each newly elected board of directors shall be held
at such time and place as shall be fixed by the vote of the stockholders at
the annual meeting.  In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected board of
directors, or in the event such meeting is not held at the time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors, or as shall be specified in a written
waiver signed by all of the directors.

     3.8  REGULAR MEETINGS

     Regular meetings of the board of directors may be held without notice at
such time as shall from time to time be determined by the board of directors.
If any regular meeting day shall fall on a legal holiday, then the meeting
shall be held at the same time and place on the next succeeding full business
day.

                                       -9-

<PAGE>

     3.9  SPECIAL MEETINGS; NOTICE

     Special meetings of the board of directors for any purpose or purposes
may be called at any time by the chairman of the board, the president, any
vice president, the secretary or any two directors.

     Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail,
telecopy or telegram, charges prepaid, addressed to each director at that
director's address as it is shown on the records of the corporation.  If the
notice is mailed, it shall be deposited in the United States mail at least
four (4) days before the time of the holding of the meeting.  If the notice
is delivered personally or by telephone, telecopy or telegram, it shall be
delivered personally or by telephone or to the telegraph company at least
forty-eight (48) hours before the time of the holding of the meeting.  Any
oral notice given personally or by telephone may be communicated either to
the director or to a person at the office of the director who the person
giving the notice has reason to believe will promptly communicate it to the
director.  The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of
the corporation.

     3.10 QUORUM

     A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn as provided in
Section 3.12 of these bylaws.  Every act or decision done or made by a
majority of the directors present at a duly held meeting at which a quorum is
present shall be regarded as the act of the board of directors, subject to
the provisions of the certificate of incorporation and applicable law.

     A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the quorum for that meeting.

     3.11 WAIVER OF NOTICE

     Notice of a meeting need not be given to any director (i) who signs a
waiver of notice, whether before or after the meeting, or (ii) who attends
the meeting other than for the express purposed of objecting at the beginning
of the meeting to the transaction of any business because the meeting is not
lawfully called or convened.  All such waivers shall be filed with the
corporate records or made part of the minutes of the meeting.  A waiver of
notice need not specify the purpose of any regular or special meeting of the
board of directors.

     3.12 ADJOURNMENT

     A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting of the board to another time and place.

                                       -10-

<PAGE>

     3.13 NOTICE OF ADJOURNMENT

     Notice of the time and place of holding an adjourned meeting of the
board need not be given unless the meeting is adjourned for more than
twenty-four (24) hours.  If the meeting is adjourned for more than
twenty-four (24) hours, then notice of the time and place of the adjourned
meeting shall be given before the adjourned meeting takes place, in the
manner specified in Section 3.9 of these bylaws, to the directors who were
not present at the time of the adjournment.

     3.14 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Any action required or permitted to be taken by the board of directors
may be taken without a meeting, provided that all members of the board
individually or collectively consent in writing to that action.  Such action
by written consent shall have the same force and effect as a unanimous vote
of the board of directors. Such written consent and any counterparts thereof
shall be filed with the minutes of the proceedings of the board of directors.

     3.15 FEES AND COMPENSATION OF DIRECTORS

     Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the board of directors.  This Section 3.15 shall
not be construed to preclude any director from serving the corporation in any
other capacity as an officer, agent, employee or otherwise and receiving
compensation for those services.

     3.16 APPROVAL OF LOANS TO OFFICERS

     The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or any of
its subsidiaries, including any officer or employee who is a director of the
corporation or any of its subsidiaries, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to
benefit the corporation.  The loan, guaranty or other assistance may be with
or without interest and may be unsecured, or secured in such manner as the
board of directors shall approve, including, without limitation, a pledge of
shares of stock of the corporation.  Nothing contained in this section shall
be deemed to deny, limit or restrict the powers of guaranty or warranty of
the corporation at common law or under any statute.

     3.17 SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION

     In the event only one director is required by these bylaws or the
certificate of incorporation, then any reference herein to notices, waivers,
consents, meetings or other actions by a majority or quorum of the directors
shall be deemed to refer to such notice, waiver, etc., by such sole director,
who shall have all the rights and duties and shall be entitled to exercise
all of the powers and shall assume all the responsibilities otherwise herein
described as given to the board of directors.

                                       -11-

<PAGE>

                                      ARTICLE IV

                                      COMMITTEES

     4.1  COMMITTEES OF DIRECTORS

     The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one (1) or more committees, each
consisting of two or more directors, to serve at the pleasure of the board.
The board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting
of the committee.  The appointment of members or alternate members of a
committee requires the vote of a majority of the authorized number of
directors.  Any committee, to the extent provided in the resolution of the
board, shall have and may exercise all the powers and authority of the board,
but no such committee shall have the power or authority to (i) amend the
certificate of incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of
shares of stock adopted by the board of directors as provided in Section
151(a) of the General Corporation Law of Delaware, fix the designations and
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the corporation or the
conversion into, or the exchange of such shares for, shares of any other
class or classes or any other series of the same or any other class or
classes of stock of the corporation), (ii) adopt an agreement of merger or
consolidation under Sections 251 or 252 of the General Corporation Law of
Delaware, (iii) recommend to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, (iv)
recommend to the stockholders a dissolution of the corporation or a
revocation of a dissolution or (v) amend the bylaws of the corporation; and,
unless the board resolution establishing the committee, the bylaws or the
certificate of incorporation expressly so provide, no such committee shall
have the power or authority to declare a dividend, to authorize the issuance
of stock, or to adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law of Delaware.

     4.2  MEETINGS AND ACTION OF COMMITTEES

     Meetings and actions of committees shall be governed by, and held and taken
in accordance with, the following provisions of Article III of these bylaws:
Section 3.6 (place of meetings; meetings by telephone), Section 3.8 (regular
meetings), Section 3.9 (special meetings; notice), Section 3.10 (quorum),
Section 3.11 (waiver of notice), Section 3.12 (adjournment), Section 3.13
(notice of adjournment) and Section 3.14 (board action by written consent
without meeting), with such changes in the context of those bylaws as are
necessary to substitute the committee and its members for the board of directors
and its members; provided, however, that the time of regular meetings of
committees may be determined either by resolution of the board of directors or
by resolution of the committee, that special meetings of committees may also be
called by resolution of the board of directors, and that notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all

                                       -12-

<PAGE>

meetings of the committee.  The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
bylaws.

     4.3  COMMITTEE MINUTES

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

                                      ARTICLE V

                                       OFFICERS

     5.1  OFFICERS

     The Corporate Officers of the corporation shall be a president, a
secretary and a chief financial officer.  The corporation may also have, at
the discretion of the board of directors, a chairman of the board, one or
more vice presidents (however denominated), one or more assistant
secretaries, a treasurer and one or more assistant treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 5.3
of these bylaws.  Any number of offices may be held by the same person.

     In addition to the Corporate Officers of the Company described above,
there may also be such Administrative Officers of the corporation as may be
designated and appointed from time to time by the president of the
corporation in accordance with the provisions of Section 5.12 of these bylaws.

     5.2  ELECTION OF OFFICERS

     The Corporate Officers of the corporation, except such officers as may
be appointed in accordance with the provisions of Section 5.3 or Section 5.5
of these bylaws, shall be chosen by the board of directors, subject to the
rights, if any, of an officer under any contract of employment, and shall
hold their respective offices for such terms as the board of directors may
from time to time determine.

     5.3  SUBORDINATE OFFICERS

     The board of directors may appoint, or may empower the president to
appoint, such other Corporate Officers as the business of the corporation may
require, each of whom shall hold office for such period, have such power and
authority, and perform such duties as are provided in these bylaws or as the
board of directors may from time to time determine.

                                       -13-

<PAGE>

     The president may from time to time designate and appoint Administrative
Officers of the corporation in accordance with the provisions of Section 5.12
of these bylaws.

     5.4  REMOVAL AND RESIGNATION OF OFFICERS

     Subject to the rights, if any, of a Corporate Officer under any contract
of employment, any Corporate Officer may be removed, either with or without
cause, by the board of directors at any regular or special meeting of the
board or, except in case of a Corporate Officer chosen by the board of
directors, by any Corporate Officer upon whom such power of removal may be
conferred by the board of directors.

     Any Corporate Officer may resign at any time by giving written notice to
the corporation.  Any resignation shall take effect at the date of the
receipt of that notice or at any later time specified in that notice; and,
unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective.  Any resignation is without
prejudice to the rights, if any, of the corporation under any contract to
which the Corporate Officer is a party.

     Any Administrative Officer designated and appointed by the president may
be removed, either with or without cause, at any time by the president.  Any
Administrative Officer may resign at any time by giving written notice to the
president or to the secretary of the corporation.

     5.5  VACANCIES IN OFFICES

     A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed
in these bylaws for regular appointments to that office.

     5.6  CHAIRMAN OF THE BOARD

     The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise such
other powers and perform such other duties as may from time to time be
assigned to him by the board of directors or as may be prescribed by these
bylaws.  If there is no president, then the chairman of the board shall also
be the chief executive officer of the corporation and shall have the powers
and duties prescribed in Section 5.7 of these bylaws.

     5.7  PRESIDENT

     Subject to such supervisory powers, if any, as may be given by the board
of directors to the chairman of the board, if there be such an officer, the
president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction and control of the business and the officers of the corporation.
He or she shall preside at all meetings of the stockholders and, in the
absence or nonexistence of a chairman of the board, at all meetings of the
board of directors.  He or she shall have the general powers and duties of
management usually vested

                                       -14-

<PAGE>

in the office of president of a corporation, and shall have such other powers
and perform such other duties as may be prescribed by the board of directors
or these bylaws.

     5.8  VICE PRESIDENTS

     In the absence or disability of the president, and if there is no
chairman of the board, the vice presidents, if any, in order of their rank as
fixed by the board of directors or, if not ranked, a vice president
designated by the board of directors, shall perform all the duties of the
president and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the president.  The vice presidents shall have
such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the board of directors, these bylaws, the
president or the chairman of the board.

     5.9  SECRETARY

     The secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of the board of
directors, committees of directors and stockholders.  The minutes shall show
the time and place of each meeting, whether regular or special (and, if
special, how authorized and the notice given), the names of those present at
directors' meetings or committee meetings, the number of shares present or
represented at stockholders' meetings and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register or a duplicate share register, showing the names
of all stockholders and their addresses, the number and classes of shares
held by each, the number and date of certificates evidencing such shares and
the number and date of cancellation of every certificate surrendered for
cancellation.

     The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the board of directors required to be given by law
or by these bylaws.  He or she shall keep the seal of the corporation, if one
be adopted, in safe custody and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or by these
bylaws.

     5.10 CHIEF FINANCIAL OFFICER

     The chief financial officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares.  The books of account shall at all reasonable
times be open to inspection by any director for a purpose reasonably related
to his position as a director.

                                       -15-

<PAGE>

     The chief financial officer shall deposit all money and other valuables
in the name and to the credit of the corporation with such depositaries as
may be designated by the board of directors. He or she shall disburse the
funds of the corporation as may be ordered by the board of directors, shall
render to the president and directors, whenever they request it, an account
of all of his or her transactions as chief financial officer and of the
financial condition of the corporation, and shall have such other powers and
perform such other duties as may be prescribed by the board of directors or
these bylaws.

     5.11 ASSISTANT SECRETARY

     The assistant secretary, if any, or, if there is more than one, the
assistant secretaries in the order determined by the board of directors (or
if there be no such determination, then in the order of their election)
shall, in the absence of the secretary or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of
the secretary and shall perform such other duties and have such other powers
as the board of directors may from time to time prescribe.

     5.12 ADMINISTRATIVE OFFICERS

     In addition to the Corporate Officers of the corporation as provided in
Section 5.1 of these bylaws and such subordinate Corporate Officers as may be
appointed in accordance with Section 5.3 of these bylaws, there may also be
such Administrative Officers of the corporation as may be designated and
appointed from time to time by the president of the corporation.
Administrative Officers shall perform such duties and have such powers as
from time to time may be determined by the president or the board of
directors in order to assist the Corporate Officers in the furtherance of
their duties.  In the performance of such duties and the exercise of such
powers, however, such Administrative Officers shall have limited authority to
act on behalf of the corporation as the board of directors shall establish,
including but not limited to limitations on the dollar amount and on the
scope of agreements or commitments that may be made by such Administrative
Officers on behalf of the corporation, which limitations may not be exceeded
by such individuals or altered by the president without further approval by
the board of directors.

     5.13 AUTHORITY AND DUTIES OF OFFICERS

     In addition to the foregoing powers, authority and duties, all officers
of the corporation shall respectively have such authority and powers and
perform such duties in the management of the business of the corporation as
may be designated from time to time by the board of directors.

                                       -16-

<PAGE>

                                      ARTICLE VI

                  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
                                   AND OTHER AGENTS

     6.1  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The corporation shall, to the maximum extent and in the manner permitted
by the General Corporation Law of Delaware as the same now exists or may
hereafter be amended, indemnify any person against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred in connection with any threatened, pending or
completed action, suit, or proceeding in which such person was or is a party
or is threatened to be made a party by reason of the fact that such person is
or was a director or officer of the corporation.  For purposes of this
Section 6.1, a "director" or "officer" of the corporation shall mean any
person (i) who is or was a director or officer of the corporation, (ii) who
is or was serving at the request of the corporation as a director or officer
of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was a director or officer of a corporation which was
a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.

     The corporation shall be required to indemnify a director or officer in
connection with an action, suit, or proceeding (or part thereof) initiated by
such director or officer only if the initiation of such action, suit, or
proceeding (or part thereof) by the director or officer was authorized by the
Board of Directors of the corporation.

     The corporation shall pay the expenses (including attorney's fees)
incurred by a director or officer of the corporation entitled to
indemnification hereunder in defending any action, suit or proceeding
referred to in this Section 6.1 in advance of its final disposition;
provided, however, that payment of expenses incurred by a director or officer
of the corporation in advance of the final disposition of such action, suit
or proceeding shall be made only upon receipt of an undertaking by the
director or officer to repay all amounts advanced if it should ultimately be
determined that the director of officer is not entitled to be indemnified
under this Section 6.1 or otherwise.

     The rights conferred on any person by this Article shall not be
exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of the corporation's Certificate of
Incorporation, these bylaws, agreement, vote of the stockholders or
disinterested directors or otherwise.

     Any repeal or modification of the foregoing provisions of this Article
shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification.

                                       -17-

<PAGE>

     6.2  INDEMNIFICATION OF OTHERS

     The corporation shall have the power, to the maximum extent and in the
manner permitted by the General Corporation Law of Delaware as the same now
exists or may hereafter be amended, to indemnify any person (other than
directors and officers) against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action,
suit, or proceeding, in which such person was or is a party or is threatened
to be made a party by reason of the fact that such person is or was an
employee or agent of the corporation.  For purposes of this Section 6.2, an
"employee" or "agent" of the corporation (other than a director or officer)
shall mean any person (i) who is or was an employee or agent of the
corporation, (ii) who is or was serving at the request of the corporation as
an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or (iii) who was an employee or agent of a
corporation which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation.

     6.3  INSURANCE

     The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation
would have the power to indemnify him or her against such liability under the
provisions of the General Corporation Law of Delaware.

                                     ARTICLE VII

                                 RECORDS AND REPORTS

     7.1  MAINTENANCE AND INSPECTION OF RECORDS

     The corporation shall, either at its principal executive office or at
such place or places as designated by the board of directors, keep a record
of its stockholders listing their names and addresses and the number and
class of shares held by each stockholder, a copy of these bylaws as amended
to date, accounting books and other records of its business and properties.

     Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom.  A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder.  In every
instance where an attorney or other agent is

                                       -18-

<PAGE>

the person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing that authorizes the
attorney or other agent to so act on behalf of the stockholder. The demand
under oath shall be directed to the corporation at its registered office in
Delaware or at its principal place of business.

     7.2  INSPECTION BY DIRECTORS

     Any director shall have the right to examine (and to make copies of) the
corporation's stock ledger, a list of its stockholders and its other books
and records for a purpose reasonably related to his or her position as a
director.

     7.3  ANNUAL STATEMENT TO STOCKHOLDERS

     The board of directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

     7.4  REPRESENTATION OF SHARES OF OTHER CORPORATIONS

     The chairman of the board, if any, the president, any vice president,
the chief financial officer, the secretary or any assistant secretary of this
corporation, or any other person authorized by the board of directors or the
president or a vice president, is authorized to vote, represent and exercise
on behalf of this corporation all rights incident to any and all shares of
the stock of any other corporation or corporations standing in the name of
this corporation.  The authority herein granted may be exercised either by
such person directly or by any other person authorized to do so by proxy or
power of attorney duly executed by such person having the authority.

     7.5  CERTIFICATION AND INSPECTION OF BYLAWS

     The original or a copy of these bylaws, as amended or otherwise altered
to date, certified by the secretary, shall be kept at the corporation's
principal executive office and shall be open to inspection by the
stockholders of the corporation, at all reasonable times during office hours.

                                       -19-

<PAGE>

                                     ARTICLE VIII

                                   GENERAL MATTERS

     8.1  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

     For purposes of determining the stockholders entitled to receive payment
of any 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, in advance, a record date, which
shall not precede the date upon which the resolution fixing the record date
is adopted and which shall not be more than sixty (60) days before any such
action.  In that case, only stockholders of record at the close of business
on the date so fixed are entitled to receive the dividend, distribution or
allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation
after the record date so fixed, except as otherwise provided by law.

     If the board of directors does not so fix a record date, then 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 applicable
resolution.

     8.2  CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

     From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders
for payment of money, notes or other evidences of indebtedness that are
issued in the name of or payable to the corporation, and only the persons so
authorized shall sign or endorse those instruments.

     8.3  CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED

     The board of directors, except as otherwise provided in these bylaws,
may authorize and empower any officer or officers, or agent or agents, to
enter into any contract or execute any instrument in the name of and on
behalf of the corporation; such power and authority may be general or
confined to specific instances.  Unless so authorized or ratified by the
board of directors or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation
by any contract or engagement or to pledge its credit or to render it liable
for any purpose or for any amount.

     8.4  STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES

     The shares of the corporation shall be represented by certificates,
provided that 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
its stock shall be uncertificated shares.  Any such resolution shall not apply
to shares

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represented by a certificate until such certificate is surrendered to the
corporation.  Notwithstanding the adoption of such a resolution by the board
of directors, every holder of stock represented by certificates and, upon
request, every holder of uncertificated shares, shall be entitled to have a
certificate signed by, or in the name of the corporation by, the chairman or
vice-chairman of the board of directors, or the president or vice-president,
and by the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of such corporation representing the number of shares
registered in certificate form.  Any or all of the signatures on the
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 has ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the corporation with the same
effect as if he or she were such officer, transfer agent or registrar at the
date of issue.

     Certificates for shares shall be of such form and device as the board of
directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of
shares for which it is issued; a summary statement or reference to the
powers, designations, preferences or other special rights of such stock and
the qualifications, limitations or restrictions of such preferences and/or
rights, if any; a statement or summary of liens, if any; a conspicuous notice
of restrictions upon transfer or registration of transfer, if any; a
statement as to any applicable voting trust agreement; if the shares be
assessable, or, if assessments are collectible by personal action, a plain
statement of such facts.

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

     The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor.  Upon the face or back of each stock certificate issued to
represent any such partly paid shares, or upon the books and records of the
corporation in the case of uncertificated partly paid shares, the total
amount of the consideration to be paid therefor and the amount paid thereon
shall be stated. Upon the declaration of any dividend on fully paid shares,
the corporation shall declare a dividend upon partly paid shares of the same
class, but only upon the basis of the percentage of the consideration
actually paid thereon.

     8.5  SPECIAL DESIGNATION ON CERTIFICATES

     If the corporation is authorized to issue more than one class of stock or
more than one series of any class, then the powers, the designations, the
preferences and the relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the

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corporation shall issue to represent such class or series of stock; provided,
however, that, except as otherwise provided in Section 202 of the General
Corporation Law of Delaware, in lieu of the foregoing requirements there may
be set forth on the face or back of the certificate that the corporation
shall issue to represent such class or series of stock a statement that the
corporation will furnish without charge to each stockholder who so requests
the powers, the designations, the preferences and the relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

     8.6  LOST CERTIFICATES

     Except as provided in this Section 8.6, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter
is surrendered to the corporation and cancelled at the same time.  The board
of directors may, in case any share certificate or certificate for any other
security is lost, stolen or destroyed, authorize the issuance of replacement
certificates on such terms and conditions as the board may require; the board
may require indemnification of the corporation secured by a bond or other
adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability, on account
of the alleged loss, theft or destruction of the certificate or the issuance
of the replacement certificate.

     8.7  TRANSFER AGENTS AND REGISTRARS

     The board of directors may appoint one or more transfer agents or
transfer clerks, and one or more registrars, each of which shall be an
incorporated bank or trust company -- either domestic or foreign, who shall
be appointed at such times and places as the requirements of the corporation
may necessitate and the board of directors may designate.

     8.8  CONSTRUCTION; DEFINITIONS

     Unless the context requires otherwise, the general provisions, rules of
construction and definitions in the General Corporation Law of Delaware shall
govern the construction of these bylaws.  Without limiting the generality of
this provision, as used in these bylaws, the singular number includes the
plural, the plural number includes the singular, and the term "person"
includes both an entity and a natural person.

                                      ARTICLE IX

                                      AMENDMENTS

     The original or other bylaws of the corporation may be adopted, amended
or repealed by the stockholders entitled to vote or by the board of directors
of the corporation.  The fact that such power has been so conferred upon the
directors shall not divest the stockholders of the power, nor limit their
power to adopt, amend or repeal bylaws.

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     Whenever an amendment or new bylaw is adopted, it shall be copied in the
book of bylaws with the original bylaws, in the appropriate place.  If any
bylaw is repealed, the fact of repeal with the date of the meeting at which
the repeal was enacted or the filing of the operative written consent(s)
shall be stated in said book.


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