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                                                                   Exhibit 3.2

                          AMENDED AND RESTATED BYLAWS

                                       OF

                             DART GROUP CORPORATION


                                   ARTICLE I

                                    OFFICES

         The Corporation may have such office(s) at such place(s), both within
and without the State of Delaware, as the Board of Directors from time to time
determines or as the business of the Corporation from time to time requires.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1.       All meetings of the stockholders for the election of
directors shall be held at such time and place, within or without the State of
Delaware, as may be fixed from time to time by the Board of Directors.  All
such meetings shall be held within one year after the most recent election of
directors.  Meetings of stockholders for any other purpose may be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

         SECTION 2.       At each annual meeting the stockholders shall elect a
Board of Directors and shall transact such other business as may properly be
brought before the meeting.

         SECTION 3.       Written notice of the annual meeting shall be given
to each stockholder entitled to vote at such meeting not less than ten (10) nor
more than sixty (60) days prior to the meeting.

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         SECTION 4.       The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) (but nor more than fifty
(50)) days before every election of directors, a complete list of the
stockholders entitled to vote at said election, arranged in alphabetical order,
showing the address of and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least ten (10) days prior to
the election, either at a place within the city, town or village where the
election is to beheld and which place shall be specified in the notice of the
meeting, or, if not specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and place of election
during the whole time thereof, and subject to the inspection of any stockholder
who may be present.

         SECTION 5.       Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman of the Board or the President and
shall be called upon notice given by or at the direction of the Chairman of the
Board or the President.  Such written notice shall state the time, place and
purpose or purposes of the proposed meeting and shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days prior to the meeting.  The business transacted at any such
special meeting shall be limited to the purposes set forth in the notice.

         SECTION 6.       In order to be properly brought before any meeting of
the stockholders held pursuant to Section 2, business (including the election
of directors) must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (b) otherwise properly
brought before the meeting by or at the direction of the Board, or (c)





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otherwise properly brought before the meeting by a stockholder.  In order for
any such business to be properly brought before the meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation.  In order to be timely, a stockholder's notice
must be delivered to or mailed and received at the principal executive offices
of the Corporation, not less than 60 days nor more than 90 days prior to the
meeting; provided, however that in the event that the meeting is called for a
date, but less than 75 days' prior public disclosure of the date of the meeting
is given, notice by the stockholder in order to be timely must be so received
not later than the close of business on the 15th day following the day on which
such public disclosure of the date of the meeting was made.  A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for conducting
such business at the meeting, (ii) the name and record address of the
stockholder proposing such business, (iii) the class and number of shares of
the Corporation which are beneficially owned by the stockholder, and (iv) any
material interest of the stockholder in such business.

         Notwithstanding anything in the bylaws to the contrary, no business
(including the election of directors) shall be conducted at the meeting except
in accordance with the procedures set forth in this Section 6, provided,
however, that nothing in this Section 6 shall be deemed to preclude discussion
by any stockholder of any business properly brought before the meeting.





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         In order to be properly brought before any meeting of the stockholders
held pursuant to Section 5, business must be specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Chairman of the
Board or President.

         The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 6, and if he should
so determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.

         SECTION 7.       The holders of a majority 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 shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented.  At such
adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meetings as
originally notified.

         SECTION 8.       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 statutes or
of the Certificate of Incorporation, a different vote is





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required in which case such express provision shall govern and control the
decision of such question.

         SECTION 9.       Each stockholder shall, at every meeting of the
stockholders, be entitled to one vote in person or by proxy for each share of
the capital stock having voting power held by such stockholder, but no proxy
shall be voted after three years from its date, unless such the proxy provides
for a longer period, and, except where the transfer books of the corporation
have been closed or a date has been fixed as a record date for the
determination of its stockholders entitled to vote, no share of stock shall be
voted at any election for directors which has been transferred on the books of
the Corporation within twenty (20) days next preceding such election of
directors.

         SECTION 10.      Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or of the Certificate of
Incorporation, the meeting and vote of stockholders may be dispensed with, if
all the stockholders who would have been entitled to vote upon the action if
such meeting were held, shall consent in writing to such corporate action being
taken.

                                  ARTICLE III

                                   DIRECTORS

         SECTION 1.       The number of directors shall be determined by the
Board of Directors from time to time.  The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified.  Directors need not be stockholders.





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         SECTION 2.       Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify, unless sooner displaced.

         SECTION 3.       The business of the Corporation shall be managed by
its Board of Directors which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by the
Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         SECTION 4.       The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

         SECTION 5.       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 and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present.  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.

         SECTION 6.       Regular meetings of the board of directors may be
held without notice at such time and at such place as shall from time to time
be determined by the Board.





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         SECTION 7.       Special meetings of the Board may be called by the
Chairman of the Board or the President on the written request of two directors.
Notice thereof stating the place, date and hour of the meeting shall be given
to each director not less than forty-eight hours (48) hours before the meeting,
either personally or by mail or by telegram or telecopy, or on such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances.

         SECTION 8.       At all meetings of the Board a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation.  If a
quorum shall not be present at any meeting of the board of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meting, until a quorum shall be present.

         SECTION 9.       Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceedings of the board or
committee.

                            COMMITTEES OF DIRECTORS

         SECTION 10.      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 two or more of the directors of the Corporation, which, to the
extent provided in the resolution, shall





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have and may exercise the powers of the Board of Directors in the management of
the business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers which may require it.  Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.

         SECTION 11.      Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

                           COMPENSATION OF DIRECTORS

         SECTION 12.      The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a stated salary
as director.  No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.  Members
of special or standing committees may be allowed like compensation for
attending committee meetings.

                                   ARTICLE IV

                                    NOTICES

         SECTION 1.       Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the corporation.  Notice by mail
shall be deemed to be given at the time when the same shall be mailed.  Notice
to directors may also be given by telegram.

         SECTION 2.       Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing,





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signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE V

                                    OFFICERS

         SECTION 1.       The officers of the Corporation shall be chosen by
the Board of Directors and shall consist of a Chairman of the Board, a
President, one or more Vice Presidents (if and to the extent required by law or
if not required, if the Board of Directors from time to time appoints a Vice
President or Vice Presidents), a Secretary and a Treasurer.  The Board of
Directors also may choose one or more Assistant Secretaries and/or Assistant
Treasurers and such other officers and/or agents as the board from time to time
deems necessary or appropriate.  The Board of Directors may delegate to the
Chairman of the Board and/or the President of the Corporation the authority to
appoint any officer or agent of the Corporation and to fill a vacancy other
than the Chairman of the Board, President, Secretary or Treasurer.  The
election or appointment of any officer of the Corporation in itself shall not
create contract rights for any such officer.  All officers of the Corporation
shall exercise such powers and perform such duties as from time to time shall
be determined the Board of Directors.

         SECTION 2.       Each officer of the Corporation shall hold office at
the pleasure of the Board of Directors and any officer may be removed, with or
without cause, at any time by the affirmative vote of a majority of the
directors then in office, provided that any officer appointed by the Chairman
of the Board or the President pursuant to authority delegated to the Chairman
of the Board or the President by the Board of Directors may be removed, with or
without cause, at any time whenever the Chairman of the Board or the President
in his absolute





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discretion shall consider that the best interests of the Corporation shall be
served by such removal.  Removal of an officer by the Board of Directors, the
Chairman of the Board or the President, as the case may be, shall not prejudice
the contract rights, if any, of the person so removed.  Vacancies (however
caused) in any office may be filled for the unexpired portion of the terms by
the Board of Directors (or by the Chairman of the Board or the President in the
case of a vacancy occurring in an office to which the Chairman of the Board or
the President has been delegated the authority to make appointments).

         SECTION 3.       The salaries of all officers of the Corporation shall
be fixed from time to time by the Board of Directors, and no officer shall be
prevented from receiving a salary by reason of the fact that he also receives
from the Corporation compensation in any other capacity.

                             CHAIRMAN OF THE BOARD

         SECTION 4.       The Chairman of the Board shall be the chief
executive officer of the Corporation and, subject to the direction of the Board
of Directors, shall have general charge of the business, affairs and property
of the Corporation and general supervision over its other officers and agents.
In general, the Chairman of the Board shall perform all duties incident to the
office of the chief executive officer of a stock corporation and shall see that
all orders and resolutions of the Board of Directors are carried into effect.
Unless otherwise prescribed by the Board of Directors, the Chairman of the
Board shall have full power and authority on behalf of the Corporation to
attend, act and vote at any meeting of security holders of other corporations
in which the Corporation may hold securities.  At any such meeting the Chairman
of the Board shall possess and may exercise any and all rights and powers
incident to the





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ownership of such securities that the Corporation possesses and has the power
to exercise.  The Board of Directors from time to time may confer like powers
upon any other person or persons.  The Chairman of the Board, if present, shall
preside at all meetings of the Corporation's stockholders and at all meetings
of the Board of Directors.

                                   PRESIDENT

         SECTION 5.       The President shall be the chief operating officer of
the Corporation and, subject to the direction of the Board of Directors, shall
perform such executive, supervisory and management functions and duties as from
time to time may be assigned to him by the Board of Directors.  Unless the
Chairman of the Board of the Corporation is present at such meeting (in person
or by proxy), the President shall have the same power and authority as the
Chairman of the Board to attend, act and vote on behalf of the Corporation at
any meeting of security holders of other corporations in which the Corporation
may hold securities.  The President, if the Chairman of the Board is not
present, shall preside at all meetings of the Corporation's stockholders and at
all meetings of the Board of Directors.

                                 VICE PRESIDENT

         SECTION 6.       In the absence or disability of the President, the
Vice President, if any (or in the event there is more than one, the Vice
Presidents in the order designated, or in the absence of any designation, in
the order of their election), shall perform the duties and exercise the powers
of the President; provided however, that unless specifically authorized by the
Board of Directors no Vice President shall have the authority or power to
attend, act or vote on behalf of the Corporation at any meeting of security
holders of other corporations in which the Corporation may hold securities.
The Vice President(s) shall also generally assist the President





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and shall perform such other duties and have such other powers as from time to
time may be prescribed by the Chairman of the Board, the President or the Board
of Directors.

                       SECRETARY AND ASSISTANT SECRETARY

         SECTION 7.       The Secretary shall attend all meetings of the Board
of Directors and of the stockholders and shall record all votes and the
proceedings of all meetings in a book to be kept for such purposes.  The
Secretary also shall perform like duties for the executive committee or other
committees, if required by any such committee.  The Secretary shall give (or
cause to be given) notice of all meetings of the stockholders and all special
meetings of the Board of Directors and shall perform such other duties as from
time to time may be prescribed by the Board of Directors, the Chairman of the
Board or the President.  The secretary shall have custody of the seal of the
Corporation, shall have authority (as shall any Assistant Secretary) to affix
the same to any instrument requiring it, and to attest the seal by his
signature.  The Board of Directors may give general authority to officers other
than the Secretary or any Assistant Secretary to affix the seal of the
Corporation and to attest the affixing thereof by his signature.

         SECTION 8.       The Assistant Secretary, if any (or in the event
there is more than one, the Assistant Secretaries in the order designated, or
in the absence of any designation, in the order of their election), in the
absence or disability of the Secretary, shall perform the duties and exercise
the powers of the Secretary.  An Assistant Secretary shall perform such other
duties and have such other powers as from time to time may be prescribed by the
Board of Directors, the Chairman of the Board or the President.

                       TREASURER AND ASSISTANT TREASURER





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         SECTION 9.       The Treasurer shall have the custody of the corporate
funds, securities, other similar valuable effects, and evidences of
indebtedness, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as from time to time may be designated by the
Board of Directors.  The Treasurer shall disburse the funds of the Corporation
in such manner as may be ordered by the Board of Directors from time to time
and shall render to the Chairman of the Board, the President and the Board of
Directors, at regular meetings of the Board of Directors or whenever any of
them may so require, an account of all transactions and of the financial
condition of the Corporation.

         SECTION 10.      The Assistant Treasurer, if any (or in the event
there is more than one, the Assistant Treasurers in the order designated, or in
the absence of any designation, in the order of their election), in the absence
or disability of the Treasurer, shall perform the duties and exercise the
powers of the Treasurer.  The Assistant Treasurer(s) shall perform such other
duties and have such other powers as from time to time may be prescribed by the
Board of Directors, the Chairman of the Board or the President.

                                   ARTICLE VI

                               STOCK CERTIFICATES

         SECTION 1.       Every stockholder in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation
by, the Chairman of the Board or the President or a Vice-President, or the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation, certifying the number of shares owned by him in the
Corporation.  All certificates shall also be signed by a transfer agent and by
a registrar.





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         SECTION 2.       Where a certificate is signed (1) by a transfer agent
or an assistant transfer agent or (2) by a transfer clerk acting on behalf of
the Corporation and a registrar, the signature of any such Chairman of the
Board, President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be by facsimile.  In case any officer or officers who
have signed, or whose facsimile signature or signatures have been used on, any
such certificate or certificate shall cease to be such officer or officers of
the Corporation, whether because of death, resignation or otherwise, before
such certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have
been used thereon had not ceased to be such officer or officers of the
Corporation.

                               LOST CERTIFICATES

         SECTION 3.       The Secretary or Treasurer may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed.  When authorizing such issue
of a new certificate or certificates, the Secretary or Treasurer may, in such
officer's discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as such officer
shall require and/or to give the Corporation a bond in such sum as such officer
may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or
destroyed.





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                               TRANSFER OF STOCK

         SECTION 4.       Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, 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.

                           CLOSING OF TRANSFER BOOKS

         SECTION 5.       The Board of Directors may close the stock transfer
books of the Corporation for a period not less than ten (10) nor more than
sixty (60) days preceding the date of any meeting of stockholders or the date
for payment of any dividend or the date for the allotment of rights or the date
when any change or conversion or exchange of capital stock shall go into effect
or for a period not less than ten (10) nor more than sixty (60) days in
connection with obtaining the consent of stockholders for any purpose.  In lieu
of closing the stock transfer books as aforesaid, the Board of Directors may
fix in advance a date, not less than ten (10) nor more than sixty (60) days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of capital stock,
or to give such consent, and in such case such stockholders and only such
stockholders as shall





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be entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment
or rights, or to exercise such rights, or to give such consent, as the case may
be notwithstanding any transfer of any stock on the books of the Corporation
after any such record date fixed as aforesaid.

                            REGISTERED STOCKHOLDERS

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

                                  ARTICLE VII

                         INDEMNIFICATION AND INSURANCE

         SECTION 1.       INDEMNIFICATION.

                          a.      The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he or she or a person of whom he or she
is the legal representative is or was a director or officer of the Corporation,
or by reason of any action alleged to have been taken or omitted in such
capacity, against costs, charges, expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually





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and reasonably incurred by him or her or on his or her behalf in connection
with such action, suit or proceeding and any appeal therefrom, if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The Corporation may, by action of the Board of Directors,
provide indemnification to employees and agents (other than a director or
officer) of the Corporation, to directors, officers, employees or agents of any
subsidiary of the Corporation, and to each person serving at the request of the
Corporation or any of its subsidiaries as a director, officer, partner, member,
employee, or agent of another corporation, partnership, limited liability
company, joint venture, trust or other enterprise, with the same scope and
effect as the foregoing indemnification of directors and officers of the
Corporation.  The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a please of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in,
or not opposed to, the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.

                          b.      The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he or she or a
person of whom he or she is the legal representative is or was a director or
officer of the Corporation, or by reason of any action alleged to have been
taken or omitted in such capacity, against costs, charges, expenses (including
attorneys' fees) actually and





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reasonably incurred by him or her or on his or her behalf in connection with
the defense or settlement of such action or suit and any appeal therefrom, if
he or she acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for gross negligence or
misconduct in the performance of his or her duty to the Corporation unless and
only to the extent that the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of such liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such costs, charges and expenses which the Court of
Chancery or such other court shall deem proper.  The Corporation may, by action
of the Board of Directors, provide indemnification to employees and agents
(other than a director or officer) of the Corporation, to directors, officers,
employees or agents of any subsidiary of the Corporation, and to each person
serving at the request of the Corporation or any of its subsidiaries as a
director, officer, partner, member, employee, or agent of another corporation,
partnership, limited liability company, joint venture, trust or other
enterprise, with the same scope and effect as the foregoing indemnification of
directors and officers of the Corporation.

                          c.      Notwithstanding the other provisions of
Section 1 of Article VII of these Bylaws, to the extent that any person
entitled to indemnification pursuant to the terms of Section 1(a) or (b) of
Article VII of these Bylaws has been successful on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, in
defense of any action, suit or proceeding referred to in Section 1(a) and (b)
of Article VII of





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these Bylaws, or in defense of any claim, issue or matter therein, he or she
shall be indemnified against all costs, charges and expenses (including
attorneys' fees) actually and reasonably incurred by him or her or on his or
her behalf in connection therewith.

                          d.      Any indemnification of a director or officer
of the Corporation or a legal representative thereof under Section 1(a) and (b)
of Article VII of these Bylaws (unless ordered by a court) shall be paid by the
Corporation unless a determination is made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding; or (2) if such a quorum is not obtainable, or even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or (3) by the stockholders, that
indemnification of the director, officer, employee or agent is not proper in
the circumstances because he or she has not met the applicable standards of
conduct set forth in Section 1(a) and (b) of Article VII of these Bylaws.

                          e.      Costs, charges, and expenses (including
attorneys' fees) incurred by a director or officer of the Corporation or a
legal representative thereof in defending a civil or criminal action, suit or
proceeding (including investigations by any government agency and all costs,
charges and expenses incurred in preparing for any threatened action, suit or
proceeding) shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such person to repay all amounts so advanced if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation pursuant to this Article VII.  No security shall be required
for such undertaking and such undertaking shall be accepted without reference
to the recipient's financial ability to make repayment.  Such expenses incurred
by other employees, agents and





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other persons entitled to indemnification pursuant to Section 1(a) or (b) of
Article VII of these Bylaws may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.  The Board of Directors may, in the manner
set forth above, and subject to the approval of such director, officer, legal
representative, employee, agent or other person, authorize the Corporation's
counsel to represent such person, in any action, suit or proceeding, whether or
not the Corporation is a party to such action, suit or proceeding.

                          f.      Any indemnification under Section 1(a), (b)
or (c) of Article VII or advance of costs, charges and expenses under Section
1(e) of Article VII of these Bylaws shall be made promptly, and in any event
within sixty (60) days, upon the written request of the person entitled to such
indemnification or advance directed to the Secretary of the Corporation.  The
right to indemnification or advances as granted by this Article VII shall be
enforceable by the director, officer, employee or agent in any court of
competent jurisdiction if the Corporation denies such request in whole or in
part, or if no disposition thereof is made within sixty (60) days.  Such
person's costs and expenses incurred in connection with successfully
establishing his right to indemnification or advances, in whole or in part, in
any such action shall also be indemnified by the Corporation.  It shall be a
defense to any such action (other than an action brought to enforce a claim for
the advance of costs, charges and expenses under Section 1(e) of Article VII of
these Bylaws where the required undertaking, if any, has been received by the
Corporation) that the claimant has not met the standard of conduct set forth in
Section 1(a) or (b) of Article VII of these Bylaws, but the burden of proving
that such standard of conduct has not been met shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors, its
independent legal counsel,





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or its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Section 1(a) and (b) of Article VII of these Bylaws, nor the fact that there
has been an actual determination by the Corporation (including its Board of
Directors, its independent legal counsel, or its stockholders) that the
claimant has not met such applicable standards of conduct, shall be a defense
to the action or create a presumption that the claimant has not met the
applicable standard of conduct.

                          g.      The indemnification and advancement of
expenses provided by, or granted pursuant to, other Sections of this Article
VII shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of costs, charges and expenses may be entitled
under any law (common or statutory), bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in an official capacity
and as to action in another capacity while holding such office or while
employed by or acting as agent for the Corporation, and shall continue as to a
person who has ceased to be a director, officer, legal representative, employee
or agent and shall inure to the benefit of the estate, heirs, executors and
administrators of such person.  All rights to indemnification under Article VII
of these Bylaws shall be deemed to be a contract between the Corporation and
each director, officer of the Corporation, or legal representative thereof, who
serves or served in such capacity at any time while Article VII of these Bylaws
is in effect.  No amendment or repeal of this Article VII of these Bylaws or
any relevant provisions of the Delaware General Corporation Law or any other
applicable laws shall adversely affect or deny to any director, officer, legal
representative, employee or agent any rights to indemnification which such





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person may have, or change or release any obligations of the Corporation, under
Article VII of these Bylaws with respect to any costs, charges, expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
which arise out of an action, suit or proceeding based in whole or substantial
part on any act or failure to act, actual or alleged, which takes place before
or while Section 1 of Article VII of these Bylaws is in effect.  The provisions
of this sub-section (g) shall apply to  any such action, suit or proceeding
whenever commenced, including any such action, suit or proceeding commenced
after any amendment or repeal of Article VII of these Bylaws.

                          h.      For purposes of this Article VII, references
to "the Corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors, its
officers, legal representatives thereof, its employees or its agents so that
any person who is or was a director, officer, employee or agent of such
constituent corporation or a legal representative of such a director or
officer, or is or was serving at the request of such constituent corporation as
a director, officer, partner, member, employee or agent of another corporation,
partnership, limited liability company, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article VII with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.

                          i.      For purposes of this Article VII, references
to "other enterprises" shall include employee benefit plans including but not
limited to any employee benefit plan of





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the Corporation; references to "fines" shall include any penalties and any
excise or similar taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves service by, such director,
officer, employee or agent with respect to any employee benefit plan, its
participants, or beneficiaries including acting as a fiduciary thereof; a
person who acted in good faith and in a manner he or she reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article VII; and service
as a partner, trustee or member of management or similar committee of a
partnership or joint venture, or as a director, officer, employee or agent of a
corporation which is a partner, trustee or joint venturer, shall be considered
service as a director, officer, employee or agent of the partnership, joint
venture, trust or other enterprise.

         SECTION 2.       INSURANCE.  The Corporation may purchase and maintain
insurance on behalf of any person who is or was or has agreed to become 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 or
on his or her behalf in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him or
her against such liability under the provisions of Section 145 of the Delaware
General Corporation Law and these Bylaws,





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<PAGE>   24
provided that such insurance is available on acceptable terms as determined by
a vote of a majority of the entire Board of Directors.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

                                   DIVIDENDS

         SECTION 1.       Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law.  Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Certificate of Incorporation.

         SECTION 2.       Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

         SECTION 3.       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.





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                                     CHECKS

         SECTION 4.       All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                  FISCAL YEAR

         SECTION 5.       The fiscal year of the Corporation shall begin the
first day of February of each year or such other date as the Board of Directors
may determine.

                                      SEAL

         SECTION 6.       The Corporate Seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal," and "State of Delaware."  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                               STOCK OPTION PLAN

         SECTION 7.       The Board of Directors shall have the power to
administer in accordance with the respective terms thereof, such Stock Option
Plan as may from time to time be approved by the Board of Directors or the
stockholders and to take such action as the Board of Directors may deem fit to
carry out the purposes of such Plan.

                                   ARTICLE IX

                                   AMENDMENTS

         SECTION 1.       These Bylaws may be amended or repealed at any
regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of





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the Board of Directors if notice of such amendment or repeal is contained in
the notice of such special meeting sent by mail.





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