<PAGE>













                                AMENDED AND RESTATED

                                       BYLAWS

                                         OF

                                    KINZAN, INC.

                               A Delaware Corporation




<PAGE>
                                  TABLE OF CONTENTS

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Article I      OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

       1.1  Registered Office and Agent. . . . . . . . . . . . . . . . . . . . . . .1

       1.2  Other Offices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Article II          MEETINGS OF STOCKHOLDERS . . . . . . . . . . . . . . . . . . . .1

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

       2.2  Special Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

       2.3  Place of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . .2

       2.4  Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

       2.5  Voting List. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

       2.6  Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

       2.7  Required Vote; Withdrawal of Quorum. . . . . . . . . . . . . . . . . . .4

       2.8  Method of Voting; Proxies. . . . . . . . . . . . . . . . . . . . . . . .4

       2.9  Record Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

       2.10 Conduct of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . .5

       2.11 Inspectors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

Article III         DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . .6

     3.1  Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

     3.2  Number; Qualification; Election; Term. . . . . . . . . . . . . . . . . . .6

     3.3  Change in Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

     3.4  Removal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

     3.5  Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

     3.6  Stockholder Nomination of Director Candidates. . . . . . . . . . . . . . .7

     3.7  Meetings of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . .8

     3.8  First Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

     3.9  Election of Officers . . . . . . . . . . . . . . . . . . . . . . . . . . .9

     3.10 Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

     3.11 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

     3.12 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

     3.13 Quorum; Majority Vote. . . . . . . . . . . . . . . . . . . . . . . . . . .9
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     3.14 Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

     3.15 Presumption of Assent. . . . . . . . . . . . . . . . . . . . . . . . . . 10

     3.16 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Article IV          COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . 10

     4.1  Designation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

     4.2  Number; Qualification; Term. . . . . . . . . . . . . . . . . . . . . . . 10

     4.3  Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

     4.4  Committee Changes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

     4.5  Alternate Members of Committees. . . . . . . . . . . . . . . . . . . . . 10

     4.6  Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

     4.7  Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

     4.8  Quorum; Majority Vote. . . . . . . . . . . . . . . . . . . . . . . . . . 11

     4.9  Minutes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

     4.10 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

     4.11 Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Article V      NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

     5.1  Method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

     5.2  Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Article VI          OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

     6.1  Number; Titles; Term of Office . . . . . . . . . . . . . . . . . . . . . 12

     6.2  Removal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

     6.3  Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

     6.4  Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

     6.5  Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

     6.6  Chairman of the Board. . . . . . . . . . . . . . . . . . . . . . . . . . 13

     6.7  President. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

     6.8  Vice Presidents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

     6.9  Treasurer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

     6.10 Assistant Treasurers . . . . . . . . . . . . . . . . . . . . . . . . . . 14

     6.11 Secretary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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     6.12 Assistant Secretaries. . . . . . . . . . . . . . . . . . . . . . . . . . 14

Article VII         CERTIFICATES AND STOCKHOLDERS. . . . . . . . . . . . . . . . . 14

     7.1  Certificates for Shares. . . . . . . . . . . . . . . . . . . . . . . . . 14

     7.2  Replacement of Lost or Destroyed Certificates. . . . . . . . . . . . . . 15

     7.3  Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

     7.4  Registered Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . 15

     7.5  Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

     7.6  Legends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Article VIII        MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . 16

     8.1  Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

     8.2  Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

     8.3  Books and Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

     8.4  Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

     8.5  Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

     8.6  Resignations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

     8.7  Securities of Other Corporations . . . . . . . . . . . . . . . . . . . . 16

     8.8  Telephone Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

     8.9  Action Without a Meeting . . . . . . . . . . . . . . . . . . . . . . . . 17

     8.10 Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

     8.11 Mortgages, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

     8.12 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

     8.13 References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

     8.14 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
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                                      iii
<PAGE>

                            AMENDED AND RESTATED BYLAWS

                                         OF

                                    KINZAN, INC.

                               A Delaware Corporation

                                      PREAMBLE

              These bylaws have been amended and restated as of October __,
2000. These bylaws are subject to, and governed by, the General Corporation Law
of the State of Delaware (the "DGCL") and the amended and restated certificate
of incorporation of Kinzan, Inc., a Delaware corporation (the "Corporation").
In the event of a direct conflict between the provisions of these bylaws and the
mandatory provisions of the DGCL or the provisions of the amended and restated
certificate of incorporation of the Corporation, such provisions of the DGCL or
the amended and restated certificate of incorporation of the Corporation, as the
case may be, will be controlling.

                                     ARTICLE I


                                      OFFICES

       1.1    REGISTERED OFFICE AND AGENT.  The registered office and registered
agent of the Corporation shall be as designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
the State of Delaware.

       1.2    OTHER OFFICES.  The Corporation may also have offices at such
other places, both within and without the State of Delaware, as the board of
directors may from time to time determine or as the business of the Corporation
may require.

                                     ARTICLE II


                              MEETINGS OF STOCKHOLDERS

       2.1    ANNUAL MEETING.  An annual meeting of stockholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such
meeting.  At such meeting, the stockholders shall elect directors and transact
such other business as may properly be brought before the meeting.

       2.2    SPECIAL MEETING.  A special meeting of the stockholders may be
called by the board of directors pursuant to a resolution adopted by a majority
of the members of the board of directors, by the Chairman of the Board, the
President, the Secretary or by any holder or holders of at least fifty (50%) of
the outstanding shares of capital stock of


                                       1
<PAGE>

the Corporation.  A special meeting shall be held on such date and at such
time as shall be designated by the person(s) calling the meeting and stated
in the notice of the meeting or in a duly executed waiver of notice of such
meeting.  Only such business shall be transacted at a special meeting as may
be stated or indicated in the notice of such meeting or in a duly executed
waiver of notice of such meeting.

       2.3    PLACE OF MEETINGS.  An annual meeting of stockholders may be held
at any place within or without the State of Delaware designated by the board of
directors.  A special meeting of stockholders may be held at any place within or
without the State of Delaware designated in the notice of the meeting or a duly
executed waiver of notice of such meeting.  Meetings of stockholders shall be
held at the principal office of the Corporation unless another place is
designated for meetings in the manner provided herein.

       2.4    NOTICE.  (a) At an annual or any special meeting of the
stockholders, only such business shall be conducted as shall have been brought
before the meeting (i) pursuant to the Corporation's notice of meeting, (ii) by
or at the direction of the board of directors or (iii) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of the notice
provided for in these bylaws, who shall be entitled to vote at such meeting, and
who complies with the notice procedures set forth in these bylaws.

              (b)    For business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a) of this
bylaw, the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation.  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 first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the meeting is changed by more than 30 days from such
anniversary date, notice by the stockholder to be timely must be received no
later than the close of business on the tenth day following the earlier of the
day on which notice of the date of the meeting was mailed or public disclosure
of the meeting date 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 meeting and
the reasons for conducting such business at the meeting, (ii) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, and the name and address of the beneficial owner, if any, on
whose behalf the proposal is made, (iii) the class and number of shares of the
Corporation which are owned beneficially and of record by such stockholder of
record and by the beneficial owner, if any, on whose behalf the proposal is
made, and the date on which such shares were initially acquired and (iv) any
material interest of such stockholder of record and the beneficial owner, if
any, on whose behalf the proposal is made in such business.


                                       2
<PAGE>

              (c)    Notwithstanding anything in these bylaws to the contrary,
no business shall be conducted at any annual meeting except in accordance with
the procedures set forth in this bylaw. 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 and in accordance with the procedures
prescribed by this bylaw, 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.  Notwithstanding the foregoing provisions of this bylaw, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this bylaw.

              (d)  Written or printed notice stating the place, day, and time of
each meeting of the stockholders and, in case of a special meeting, the purpose
or purposes for which the meeting is called shall be delivered not less than ten
nor more than 60 days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary, or the officer or
person(s) calling the meeting, to each stockholder of record entitled to vote at
such meeting.  If such notice is to be sent by mail, it shall be directed to
such stockholder at his address as it appears on the records of the Corporation,
unless he shall have filed with the Secretary of the Corporation a written
request that notices to him be mailed to some other address, in which case it
shall be directed to him at such other address.  Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy and shall not, at the beginning of
such meeting, object to the transaction of any business because the meeting is
not lawfully called or convened, or who shall, either before or after the
meeting, submit a signed waiver of notice, in person or by proxy.

       2.5    VOTING LIST.  At least ten days before each meeting of
stockholders, the Secretary or other officer of the Corporation who has charge
of the Corporation's stock ledger, either directly or through another officer
appointed by him or through a transfer agent appointed by the board of
directors, shall prepare a complete list of stockholders entitled to vote
thereat, arranged in alphabetical order and showing the address of each
stockholder and number of shares registered in the name of each stockholder.
For a period of ten days prior to such meeting, such list shall be kept on file
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of meeting or a duly executed waiver of notice of such
meeting or, if not so specified, at the place where the meeting is to be held
and shall be open to examination by any stockholder during ordinary business
hours.  Such list shall be produced at such meeting and kept at the meeting at
all times during such meeting and may be inspected by any stockholder who is
present.

       2.6    QUORUM.  The holders of a majority of the outstanding shares
entitled to vote on a matter, present in person or by proxy, shall constitute a
quorum at any meeting of stockholders, except as otherwise provided by law, the
amended and restated certificate of incorporation of the Corporation, or these
bylaws.  If a quorum shall not be


                                       3
<PAGE>

present, in person or by proxy, at any meeting of stockholders, the
stockholders entitled to vote thereat who are present, in person or by proxy,
or, if no stockholder entitled to vote is present, any officer of the
Corporation may adjourn the meeting from time to time, without notice other
than announcement at the meeting (unless the board of directors, after such
adjournment, fixes a new record date for the adjourned meeting), until a
quorum shall be present, in person or by proxy.  At any adjourned meeting at
which a quorum shall be present, in person or by proxy, any business may be
transacted which may have been transacted at the original meeting had a
quorum been present; provided that, if the adjournment is for more than 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 adjourned meeting.

       2.7    REQUIRED VOTE; WITHDRAWAL OF QUORUM.  When a quorum is present at
any meeting, the vote of the holders of at least a majority of the outstanding
shares entitled to vote who are present, in person or by proxy, shall decide any
question brought before such meeting, unless the question is one on which, by
express provision of statute, the amended and restated certificate of
incorporation of the Corporation, or these bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question.  The stockholders present at a duly constituted meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

       2.8    METHOD OF VOTING; PROXIES.  Except as otherwise provided in the
amended and restated certificate of incorporation of the Corporation or by law,
each outstanding share, regardless of class, shall be entitled to one vote on
each matter submitted to a vote at a meeting of stockholders.  Elections of
directors need not be by written ballot.  At any meeting of stockholders, every
stockholder having the right to vote may vote either in person or by a proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact.  Each such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting.  No proxy shall be valid after
three years from the date of its execution, unless otherwise provided in the
proxy.  If no date is stated in a proxy, such proxy shall be presumed to have
been executed on the date of the meeting at which it is to be voted.  Each proxy
shall be revocable unless expressly provided therein to be irrevocable and
coupled with an interest sufficient in law to support an irrevocable power or
unless otherwise made irrevocable by law.

       2.9    RECORD DATE.  (a)    For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors,  for any such determination of
stockholders, such date in any case to be not more than 60 days and not less
than ten days


                                       4
<PAGE>

prior to such meeting nor more than 60 days prior to any other action.  If no
record date is fixed:

              (i)    The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.

              (ii)   The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

              (iii)  A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.

              (b)    In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of directors, and which date shall not be more than ten days after
the date upon which the resolution fixing the record date is adopted by the
board of directors.  If no record date has been fixed by the board of directors,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the board of
directors is required by law or these bylaws, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded.  Delivery made to the Corporation's registered office
in the State of Delaware, principal place of business, or such officer or agent
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the board of directors and prior action by
the board of directors is required by law or these bylaws, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

       2.10   CONDUCT OF MEETING.  The Chairman of the Board, if such office
has been filled, and, if not or if the Chairman of the Board is absent or
otherwise unable to act, the President shall preside at all meetings of
stockholders.  The Secretary shall keep the records of each meeting of
stockholders.  In the absence or inability to act of any such officer, such
officer's duties shall be performed by the officer given the authority to act
for such absent or non-acting officer under these bylaws or by some person
appointed by the meeting.


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<PAGE>

       2.11   INSPECTORS.  The board of directors may, in advance of any meeting
of stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof.  If any of the inspectors so appointed shall fail to appear
or act, the chairman of the meeting shall, or if inspectors shall not have been
appointed, the chairman of the meeting may, appoint one or more inspectors.
Each inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.  The inspectors
shall determine the number of shares of capital stock of the Corporation
outstanding and the voting power of each, the number of shares represented at
the meeting, the existence of a quorum, and the validity and effect of proxies
and shall receive votes, ballots, or consents, hear and determine all challenges
and questions arising in connection with the right to vote, count and tabulate
all votes, ballots, or consents, determine the results, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders.  On
request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request, or matter determined by them and shall
execute a certificate of any fact found by them.  No director or candidate for
the office of director shall act as an inspector of an election of directors.
Inspectors need not be stockholders.

                                    ARTICLE III

                                     DIRECTORS

       3.1    MANAGEMENT.  The business and property of the Corporation shall be
managed by the board of directors.  Subject to the restrictions imposed by law,
the amended and restated certificate of incorporation of the Corporation, or
these bylaws, the board of directors may exercise all the powers of the
Corporation.

       3.2    NUMBER; QUALIFICATION; ELECTION; TERM.  Except as otherwise set
forth in the amended and restated certificate of incorporation of the
Corporation, the number of directors constituting the entire board of directors
shall be fixed from time to time exclusively by resolution adopted by the board
of directors and shall consist of no less than one and no more than nine members
(plus such number of directors as may be elected from time to time pursuant to
the terms of any Preferred Stock that may be issued and outstanding from time to
time).  The Directors elected at each annual meeting of the stockholders,
commencing with the meeting in 2001, shall be elected to hold office until the
next annual meeting and until their successors are elected and qualified,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office.

              Except as otherwise required by law, the amended and restated
certificate of incorporation of the Corporation, or these bylaws, the directors
shall be elected at an annual meeting of the stockholders at which a quorum is
present.  Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy and entitled to vote on the election
of directors.  None of the directors need be a


                                       6
<PAGE>

stockholder of the Corporation or a resident of Delaware.  Each director must
have attained the age of majority.

       3.3    CHANGE IN NUMBER.  No decrease in the number of directors
constituting the entire board of directors shall have the effect of shortening
the term of any incumbent director.

       3.4    REMOVAL.  Except as otherwise provided in the amended and restated
certificate of incorporation of the Corporation or these bylaws, at any meeting
of stockholders called expressly for that purpose, any director or the entire
board of directors may be removed with cause by a vote of the holders of a
majority of the shares then entitled to vote on the election of directors;
provided, however, that if stockholders have the right to cumulate votes in the
election of directors pursuant to the amended and restated certificate of
incorporation of the Corporation, if less than the entire board of directors is
to be removed, no one of the directors may be removed 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.

       3.5    VACANCIES.  Any director may be removed for cause, at any special
meeting of stockholders by the affirmative vote of a majority in number of the
shares then entitled to vote in person or by proxy at an election of directors,
provided notice of the intention to act upon such matter shall have been given
in the notice calling such meeting.  Newly created directorships resulting from
any increase in the authorized number of directors and any vacancies occurring
in the board of directors caused by death, resignation, retirement,
disqualification or removal from office of any directors or otherwise, may be
filled by the vote of a majority of the directors then in office, though less
than a quorum, or by the sole remaining director, or a successor or successors
may be chosen at a special meeting of the stockholders called for that purpose,
and each successor director so chosen shall hold office until the next election
of the class for which such directors shall have been chosen and until their
successors shall be elected and qualified.

       3.6    STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES.  (a) Only persons
who are nominated in accordance with the procedures set forth in these bylaws
shall be eligible to serve as directors.  Nominations of persons for election to
the board of directors of the Corporation may be made at a meeting of
stockholders (i) by or at the direction of the board of directors or (ii) by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this bylaw, who shall be entitled to vote for
the election of directors at the meeting, and who complies with the notice
procedures set forth in this bylaw.

              (b)    Nominations by stockholders shall be made pursuant to
timely notice in writing to the Secretary of the Corporation.  To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation (i) in the case of an annual
meeting, not less than 60 days nor more than 90


                                       7
<PAGE>

days prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is
changed by more than 30 days from such anniversary date, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth day following the earlier of the day on which notice of
the date of the meeting was mailed or public disclosure of the meeting date
was made, and (ii) in the case of a special meeting at which directors are to
be elected, not later than the close of business on the tenth day following
the earlier of the day on which notice of the date of the meeting was mailed
or public disclosure of the meeting date was made.  Such stockholder's notice
shall set forth (i) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended
(including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (ii) as to
the stockholder giving the notice (A) the name and address, as they appear on
the Corporation's books, of such stockholder and (B) the class and number of
shares of the Corporation which are beneficially owned by such stockholder
and also which are owned of record by such stockholder; and (iii) as to the
beneficial owner, if any, on whose behalf the nomination is made, (A) the
name and address of such person and (B) the class and number of shares of the
Corporation which are beneficially owned by such person.  At the request of
the board of directors, any person nominated by the board of directors for
election as a director shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee.

              (c)    Notwithstanding anything in these bylaws to the contrary,
no person shall be eligible to serve as a director of the Corporation unless
nominated in accordance with the procedures set forth in this bylaw.  The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the procedures
prescribed by this bylaw, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded.  Notwithstanding
the foregoing provisions of this bylaw, a stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in
this bylaw.

       3.7    MEETINGS OF DIRECTORS.  The directors may hold their meetings and
may have an office and keep the books of the Corporation, except as otherwise
provided by statute, in such place or places within or without the State of
Delaware as the board of directors may from time to time determine or as shall
be specified in the notice of such meeting or duly executed waiver of notice of
such meeting.

       3.8    FIRST MEETING.  Each newly elected board of directors may hold its
first meeting for the purpose of organization and the transaction of business,
if a quorum is


                                       8
<PAGE>

present, immediately after and at the same place as the annual meeting of
stockholders, and no notice of such meeting shall be necessary.

       3.9    ELECTION OF OFFICERS.  At the first meeting of the board of
directors after each annual meeting of stockholders at which a quorum shall be
present, the board of directors shall elect the officers of the Corporation.

       3.10   REGULAR MEETINGS.  Regular meetings of the board of directors
shall be held at such times and places as shall be designated from time to time
by resolution of the board of directors.  Notice of such regular meetings shall
not be required.

       3.11   SPECIAL MEETINGS.  Special meetings of the board of directors
shall be held whenever called by the Chairman of the Board, the President, or
any director.

       3.12   NOTICE.  The Secretary shall give notice of each special meeting
to each director at least 24 hours before the meeting.  Notice of any such
meeting need not be given to any director who shall, either before or after the
meeting, submit a signed waiver of notice or who shall attend such meeting
without protesting, prior to or at its commencement, the lack of notice to him.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.

       3.13   QUORUM; MAJORITY VOTE.  At all meetings of the board of directors,
a majority of the directors fixed in the manner provided in these bylaws shall
constitute a quorum for the transaction of business.  If at any meeting of the
board of directors there be less than a quorum present, a majority of those
present or any director solely present may adjourn the meeting from time to time
without further notice.  Unless the act of a greater number is required by law,
the amended and restated certificate of incorporation of the Corporation, or
these bylaws, the act of a majority of the directors present at a meeting at
which a quorum is in attendance shall be the act of the board of directors. At
any time that the amended and restated certificate of incorporation of the
Corporation provides that directors elected by the holders of a class or series
of stock shall have more or less than one vote per director on any matter, every
reference in these bylaws to a majority or other proportion of directors shall
refer to a majority or other proportion of the votes of such directors.

       3.14   PROCEDURE.  At meetings of the board of directors, business shall
be transacted in such order as from time to time the board of directors may
determine.  The Chairman of the Board, if such office has been filled, and, if
not or if the Chairman of the Board is absent or otherwise unable to act, the
President shall preside at all meetings of the board of directors.  In the
absence or inability to act of either such officer, a chairman shall be chosen
by the board of directors from among the directors present.  The Secretary of
the Corporation shall act as the secretary of each meeting of the board of
directors unless the board of directors appoints another person to act as
secretary of the


                                       9
<PAGE>
meeting.  The board of directors shall keep regular minutes of its
proceedings which shall be placed in the minute book of the Corporation.

       3.15   PRESUMPTION OF ASSENT.  A director of the Corporation who is
present at the meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof or shall forward any
dissent by certified or registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting.  Such right to dissent shall
not apply to a director who voted in favor of such action.

       3.16   COMPENSATION.  The board of directors shall have the authority to
fix the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the board of
directors or any committee thereof; provided, that nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity or receiving compensation therefor.

                                     ARTICLE IV

                                     COMMITTEES

       4.1    DESIGNATION.  The board of directors may, by resolution adopted by
a majority of the entire board of directors, designate one or more committees.

       4.2    NUMBER; QUALIFICATION; TERM.  Each committee shall consist of one
or more directors appointed by resolution adopted by a majority of the entire
board of directors.  The number of committee members may be increased or
decreased from time to time by resolution adopted by a majority of the entire
board of directors.  Each committee member shall serve as such until the
earliest of (a) the expiration of his term as director, (b) his resignation as a
committee member or as a director or (c) his removal as a committee member or as
a director.

       4.3    AUTHORITY.  Each committee, to the extent expressly provided in
the resolution establishing such committee, shall have and may exercise all of
the authority of the board of directors in the management of the business and
property of the Corporation except to the extent expressly restricted by law,
the amended and restated certificate of incorporation of the Corporation, or
these bylaws.

       4.4    COMMITTEE CHANGES.  The board of directors shall have the power at
any time to fill vacancies in, to change the membership of, and to discharge any
committee.

       4.5    ALTERNATE MEMBERS OF COMMITTEES.  The board of directors may
designate one or more directors as alternate members of any committee.  Any such
alternate


                                       10
<PAGE>

member may replace any absent or disqualified member at any meeting of the
committee.  If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified,
the member or members of such committee present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.

       4.6    REGULAR MEETINGS.  Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof.

       4.7    SPECIAL MEETINGS.  Special meetings of any committee may be held
whenever called by any committee member.  The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least two days before such special meeting.  Neither the business to be
transacted at, nor the purpose of, any special meeting of any committee need be
specified in the notice or waiver of notice of any special meeting.

       4.8    QUORUM; MAJORITY VOTE.  At meetings of any committee, a majority
of the number of members designated by the board of directors shall constitute a
quorum for the transaction of business.  If a quorum is not present at a meeting
of any committee, a majority of the members present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum is present.  The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the amended and restated certificate
of incorporation of the Corporation, or these bylaws.

       4.9    MINUTES.  Each committee shall cause minutes of its proceedings to
be prepared and shall report the same to the board of directors upon the request
of the board of directors.  The minutes of the proceedings of each committee
shall be delivered to the Secretary of the Corporation for placement in the
minute books of the Corporation.

       4.10   COMPENSATION.  Committee members may, by resolution of the board
of directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.

       4.11   RESPONSIBILITY.  The designation of any committee and the
delegation of authority to it shall not operate to relieve the board of
directors or any director of any responsibility imposed upon it or such director
by law.


                                       11
<PAGE>


                                     ARTICLE V

                                       NOTICE

       5.1    METHOD.  Whenever by statute, the amended and restated certificate
of incorporation of the Corporation, or these bylaws, notice is required to be
given to any committee member, director, or stockholder and no provision is made
as to how such notice shall be given, personal notice shall not be required and
any such notice may be given (a) in writing, by mail, postage prepaid, addressed
to such committee member, director, or stockholder at his address as it appears
on the books or (in the case of a stockholder) the stock transfer records of the
Corporation, or (b) by any other method permitted by law (including but not
limited to overnight courier service, telegram, telex, or telefax).  Any notice
required or permitted to be given by mail shall be deemed to be delivered and
given at the time when the same is deposited in the United States mail as
aforesaid.  Any notice required or permitted to be given by overnight courier
service shall be deemed to be delivered and given at the time delivered to such
service with all charges prepaid and addressed as aforesaid.  Any notice
required or permitted to be given by telegram, telex, or telefax shall be deemed
to be delivered and given at the time transmitted with all charges prepaid and
addressed as aforesaid.

       5.2    WAIVER.  Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
amended and restated certificate of incorporation of the Corporation, or these
bylaws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be
equivalent to the giving of such notice.  Attendance of a stockholder, director,
or committee member at a meeting shall constitute a waiver of notice of such
meeting, except where such person attends for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened.

                                     ARTICLE VI

                                      OFFICERS

       6.1    NUMBER; TITLES; TERM OF OFFICE. The officers of the Corporation
shall be a President, a Secretary, and such other officers as the board of
directors may from time to time elect or appoint, including a Chairman of the
Board, one or more Vice Presidents (with each Vice President to have such
descriptive title, if any, as the board of directors shall determine), and a
Treasurer.  Each officer shall hold office until his successor shall have been
duly elected and shall have qualified, until his death, or until he shall resign
or shall have been removed in the manner hereinafter provided.  Any two or more
offices may be held by the same person.  None of the officers need be a
stockholder or a director of the Corporation or a resident of the State of
Delaware.

       6.2    REMOVAL.  Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interest of the Corporation will be served thereby, but such removal
shall be without


                                       12
<PAGE>

prejudice to the contract rights, if any, of the person so removed.  Election
or appointment of an officer or agent shall not of itself create contract
rights.

       6.3    VACANCIES.  Any vacancy occurring in any office of the Corporation
(by death, resignation, removal, or otherwise) may be filled by the board of
directors.

       6.4    AUTHORITY.  Officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these bylaws or
as may be determined by resolution of the board of directors not inconsistent
with these bylaws.

       6.5    COMPENSATION.  The compensation, if any, of officers and agents
shall be fixed from time to time by the board of directors; provided, however,
that the board of directors may delegate the power to determine the compensation
of any officer and agent (other than the officer to whom such power is
delegated) to the Chairman of the Board or the President.

       6.6    CHAIRMAN OF THE BOARD.  The Chairman of the Board, if elected by
the board of directors, shall have such powers and duties as may be prescribed
by the board of directors.  Such officer shall preside at all meetings of the
stockholders and of the board of directors.  Such officer may sign all
certificates for shares of stock of the Corporation.

       6.7    PRESIDENT.  The President may be the chief executive officer of
the Corporation, if so designated by the board of directors, and, subject to the
board of directors, he shall have general charge, management, and control of the
properties and operations of the Corporation in the ordinary course of its
business, with all such powers with respect to such properties and operations as
may be reasonably incident to such responsibilities.  If the board of directors
has not elected a Chairman of the Board or in the absence or inability to act of
the Chairman of the Board, the President shall exercise all of the powers and
discharge all of the duties of the Chairman of the Board.  As between the
Corporation and third parties, any action taken by the President in the
performance of the duties of the Chairman of the Board shall be conclusive
evidence that there is no Chairman of the Board or that the Chairman of the
Board is absent or unable to act.

       6.8    VICE PRESIDENTS.  Each Vice President shall have such powers and
duties as may be assigned to him by the board of directors, the Chairman of the
Board, or the President, and (in order of their seniority as determined by the
board of directors or, in the absence of such determination, as determined by
the length of time they have held the office of Vice President) shall exercise
the powers of the President during that officer's absence or inability to act.
As between the Corporation and third parties, any action taken by a Vice
President in the performance of the duties of the President shall be conclusive
evidence of the absence or inability to act of the President at the time such
action was taken.


                                       13
<PAGE>

       6.9    TREASURER.  The Treasurer shall have custody of the Corporation's
funds and securities, shall keep full and accurate account of receipts and
disbursements, shall deposit all monies and valuable effects in the name and to
the credit of the Corporation in such depository or depositories as may be
designated by the board of directors, and shall perform such other duties as may
be prescribed by the board of directors, the Chairman of the Board, or the
President.

       6.10   ASSISTANT TREASURERS.  Each Assistant Treasurer shall have such
powers and duties as may be assigned to him by the board of directors, the
Chairman of the Board, or the President.  The Assistant Treasurers (in the order
of their seniority as determined by the board of directors or, in the absence of
such a determination, as determined by the length of time they have held the
office of Assistant Treasurer) shall exercise the powers of the Treasurer during
that officer's absence or inability to act.

       6.11   SECRETARY.  Except as otherwise provided in these bylaws, the
Secretary shall keep the minutes of all meetings of the board of directors and
of the stockholders in books provided for that purpose, and he shall attend to
the giving and service of all notices.  He may sign with the Chairman of the
Board or the President, in the name of the Corporation, all contracts of the
Corporation and affix the seal of the Corporation thereto.  He may sign with the
Chairman of the Board or the President all certificates for shares of stock of
the Corporation, and he shall have charge of the certificate books, transfer
books, and stock papers as the board of directors may direct, all of which shall
at all reasonable times be open to inspection by any director upon application
at the office of the Corporation during business hours.  He shall in general
perform all duties incident to the office of the Secretary, subject to the
control of the board of directors, the Chairman of the Board, and the President.

       6.12   ASSISTANT SECRETARIES.  Each Assistant Secretary shall have such
powers and duties as may be assigned to him by the board of directors, the
Chairman of the Board, or the President.  The Assistant Secretaries (in the
order of their seniority as determined by the board of directors or, in the
absence of such a determination, as determined by the length of time they have
held the office of Assistant Secretary) shall exercise the powers of the
Secretary during that officer's absence or inability to act.

                                    ARTICLE VII

                           CERTIFICATES AND STOCKHOLDERS

       7.1    CERTIFICATES FOR SHARES.  Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the board of
directors.  The certificates shall be signed by the Chairman of the Board or the
President or a Vice President and also by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer.  Any and all signatures
on the certificate may be a facsimile and may be sealed with the seal of the
Corporation or a facsimile thereof.  If any officer, transfer agent, or
registrar who has signed, or whose facsimile signature has been placed upon, a
certificate has


                                       14
<PAGE>

ceased to be such officer, transfer agent, or registrar before such
certificate is issued, such certificate may be issued by the Corporation with
the same effect as if he were such officer, transfer agent, or registrar at
the date of issue.  The certificates shall be consecutively numbered and
shall be entered in the books of the Corporation as they are issued and shall
exhibit the holder's name and the number of shares.

       7.2    REPLACEMENT OF LOST OR DESTROYED CERTIFICATES.  The board of
directors may direct a new certificate or certificates to be issued in place of
a certificate or certificates theretofore issued by the Corporation and alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate or certificates representing shares to be
lost or destroyed.  When authorizing such issue of a new certificate or
certificates the board of directors may, in its 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 it shall require and/or to give the Corporation a bond with a
surety or sureties satisfactory to the Corporation in such sum as it may direct
as indemnity against any claim, or expense resulting from a claim, that may be
made against the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.

       7.3    TRANSFER OF SHARES.  Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives.  Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.

       7.4    REGISTERED STOCKHOLDERS.  The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, 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 law.

       7.5    REGULATIONS.  The board of directors shall have the power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

       7.6    LEGENDS.  The board of directors shall have the power and
authority to provide that certificates representing shares of stock bear such
legends as the board of directors deems appropriate to assure that the
Corporation does not become liable for violations of federal or state securities
laws or other applicable law.


                                       15
<PAGE>

                                    ARTICLE VIII

                              MISCELLANEOUS PROVISIONS

       8.1    DIVIDENDS.  Subject to provisions of law and the amended and
restated certificate of incorporation of the Corporation, dividends may be
declared by the board of directors at any regular or special meeting and may be
paid in cash, in property, or in shares of stock of the Corporation.  Such
declaration and payment shall be at the discretion of the board of directors.

       8.2    RESERVES.  There may be created by the board of directors out of
funds of the Corporation legally available therefor such reserve or reserves as
the directors from time to time, in their discretion, consider proper to provide
for contingencies, to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the board of directors shall
consider beneficial to the Corporation, and the board of directors may modify or
abolish any such reserve in the manner in which it was created.

       8.3    BOOKS AND RECORDS.  The Corporation shall keep correct and
complete books and records of account, shall keep minutes of the proceedings of
its stockholders and board of directors and shall keep at its registered office
or principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.

       8.4    FISCAL YEAR.  The fiscal year of the Corporation shall be fixed by
the board of directors; provided, that if such fiscal year is not fixed by the
board of directors and the selection of the fiscal year is not expressly
deferred by the board of directors, the fiscal year shall be the calendar year.

       8.5    SEAL.  The seal of the Corporation shall be such as from time to
time may be approved by the board of directors.

       8.6    RESIGNATIONS.  Any director, committee member, or officer may
resign by so stating at any meeting of the board of directors or by giving
written notice to the board of directors, the Chairman of the Board, the
President, or the Secretary.  Such resignation shall take effect at the time
specified therein or, if no time is specified therein, immediately upon its
receipt.  Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

       8.7    SECURITIES OF OTHER CORPORATIONS.  The Chairman of the Board, the
President, or any Vice President of the Corporation shall have the power and
authority to transfer, endorse for transfer, vote, consent, or take any other
action with respect to any securities of another issuer which may be held or
owned by the Corporation and to make, execute, and deliver any waiver, proxy, or
consent with respect to any such securities.


                                       16
<PAGE>

       8.8    TELEPHONE MEETINGS.  Stockholders (acting for themselves or
through a proxy), members of the board of directors, and members of a committee
of the board of directors may participate in and hold a meeting of such
stockholders, board of directors, or committee by means of a conference
telephone or similar communications equipment by means of which persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this section shall constitute presence in person at such meeting,
except where a person participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.

       8.9    ACTION WITHOUT A MEETING.  (a)  Any action required or permitted
to be taken by the stockholders of the Corporation must be effected at a duly
called annual or special meeting of such holders and may not be effected by any
consent in writing by such holders.

              (b)    Unless otherwise restricted by the amended and restated
certificate of incorporation of the Corporation or by these bylaws, any action
required or permitted to be taken at a meeting of the board of directors, or of
any committee of the board of directors, may be taken without a meeting if a
consent or consents in writing, setting forth the action so taken, shall be
signed by all the directors or all the committee members, as the case may be,
entitled to vote with respect to the subject matter thereof, and such consent
shall have the same force and effect as a vote of such directors or committee
members, as the case may be, and may be stated as such in any certificate or
document filed with the Secretary of State of the State of Delaware or in any
certificate delivered to any person.  Such consent or consents shall be filed
with the minutes of proceedings of the board or committee, as the case may be.

       8.10   INVALID PROVISIONS.  If any part of these bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.

       8.11   MORTGAGES, ETC.  With respect to any deed, deed of trust,
mortgage, or other instrument executed by the Corporation through its duly
authorized officer or officers, the attestation to such execution by the
Secretary of the Corporation shall not be necessary to constitute such deed,
deed of trust, mortgage, or other instrument a valid and binding obligation
against the Corporation unless the resolutions, if any, of the board of
directors authorizing such execution expressly state that such attestation is
necessary.

       8.12   HEADINGS.  The headings used in these bylaws have been inserted
for administrative convenience only and do not constitute matter to be construed
in interpretation.

       8.13   REFERENCES.  Whenever herein the singular number is used, the same
shall include the plural where appropriate, and words of any gender should
include each other gender where appropriate.


                                       17
<PAGE>

       8.14   AMENDMENTS.  These bylaws may be altered, amended, or repealed or
new bylaws may be adopted by the stockholders or by the board of directors at
any regular meeting of the stockholders or the board of directors or at any
special meeting of the stockholders or the board of directors if notice of such
alteration, amendment, repeal, or adoption of new bylaws be contained in the
notice of such special meeting.

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                                       18
<PAGE>



              The undersigned, being the Secretary of the Corporation, hereby
certifies that the foregoing bylaws were amended and restated by the unanimous
written consent of the Board of Directors of the Corporation as of October __,
2000.




                                                 -----------------------------
                                                 Jeffrey P. Higgins
                                                 Secretary