DGS-173446.2
March 26, 1999 12:33 PM

                          ROCK BOTTOM RESTAURANTS, INC.

                                     BYLAWS


                                    Article I

                                     OFFICES

     The registered office of Rock Bottom Restaurants,  Inc. (the "Corporation")
in the  State of  Delaware  shall be in the City of  Wilmington,  County  of New
Castle,  State of  Delaware.  The  Corporation  shall have offices at such other
places  as the  board of  directors,  in its  discretion,  may from time to time
determine.


                                   Article II

                                  STOCKHOLDERS

Section 1.  Annual Meetings.

     The annual  meeting of  stockholders  for the election of directors and for
the  transaction  of such other business as may properly come before the meeting
shall be held on the third  Tuesday of May in each year,  or on such date as the
board of directors  shall each year fix. Each such annual  meeting shall be held
at such  place,  within or without the State of  Delaware,  and hour as shall be
determined  by the board of  directors.  The day,  place and hour of each annual
meeting  shall be  specified  in the notice of such annual  meeting.  Any annual
meeting of  stockholders  may be adjourned  from time to time and place to place
until its business is completed.

Section 2.  Business Conducted at Meetings.

     At an annual meeting of stockholders, only such business shall be conducted
as shall have been properly  brought before the meeting.  To be properly brought
before  an annual  meeting,  business  must be (a)  specified  in the  notice of
meeting (or any supplement thereto) given by or at the direction of the board of
directors,  (b)  otherwise  properly  brought  before  the  meeting by or at the
direction of the board of directors,  or (c) otherwise  properly  brought before
the meeting by a  stockholder.  For  business to be  properly  brought  before a
meeting by a stockholder,  the stockholder must have given timely notice thereof
in writing to the secretary of the Corporation.  To be timely with respect to an
annual  meeting,  a  stockholder's  notice  must be  delivered  to or mailed and
received at the principal  executive  offices of the Corporation,  not less than
120 in advance of the date of the  Corporation's  proxy  statement  released  to
stockholders   in  connection   with  the  previous  year's  annual  meeting  of
stockholders,  except that if no annual meeting was held in the previous year or
the date of the annual  meeting has been  changed by more than 30 calendar  days
from the date contemplated at the time of the previous year's proxy statement, a
proposal  shall be  received by the  Corporation  a  reasonable  time before the
solicitation  is made.  To be timely with  respect to any meeting  other than an
annual  meeting,  a  stockholder's  notice  must be  delivered  to or mailed and
received at the principal executive offices of the Corporation a reasonable time
before the  solicitation is made. A stockholder's  notice to the secretary shall
set forth as to each matter the stockholder proposes to bring before the meeting
(a) a brief  description  of the  business  desired  to be  brought  before  the
meeting, (b) the name and address, as they appear on the Corporation's books, of
the stockholder  proposing such business,  (c) the class and number of shares of
the Corporation  which are beneficially  owned by the  stockholder,  and (d) any
material interest of the stockholder in such business.  Notwithstanding anything
in the Bylaws to the  contrary,  no  business  shall be  conducted  at a meeting
except  in  accordance  with the  procedures  set forth in this  Section  2. The
presiding  officer  at a 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  2, 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 3.  Special Meetings.

     Except as otherwise  required by law or by the Certificate of Incorporation
and subject to the rights of the holders of any class or series of stock  having
a preference  over the common stock,  special  meetings of  stockholders  may be
called  only by the  chairman of the board,  the chief  executive  officer,  the
president,  the executive vice president or the board of directors pursuant to a
resolution  approved by a majority of the entire  board of  directors.  The term
"entire board of directors," as used in these Bylaws,  means the total number of
directors which the Corporation would have if there were no vacancies.

Section 4.  Stockholder Action:  How Taken.

     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
stockholders  and may be effected  without a meeting,  without  prior notice and
without a vote,  if a consent  in  writing,  setting  forth the action so taken,
shall be signed by  stockholders  holding not less than two-thirds of the voting
power of the outstanding  stock entitled to vote. Prompt notice of the taking of
the corporate  action without a meeting by less than unanimous  written  consent
shall be given to those stockholders who have not consented in writing.

Section 5.  Notice of Meeting.
                                             
     Written notice stating the place, date and hour of the meeting and, in case
of a special  meeting,  the purpose or purposes for which the meeting is called,
shall be given not less than ten nor more than sixty days before the date of the
meeting,  except  as  otherwise  required  by  statute  or  the  Certificate  of
Incorporation,  either personally or by mail, prepaid telegram, telex, facsimile
transmission, cablegram, or radiogram, to each stockholder of record entitled to
vote at such  meeting.  If mailed,  such notice shall be deemed to be given when
deposited  in  the  United  States  mail,  postage  prepaid,  addressed  to  the
stockholder  at  his  address  as  it  appears  on  the  stock  records  of  the
Corporation. If given personally or otherwise than by mail, such notice shall be
deemed to be given when either  handed to the  stockholder  or  delivered to the
stockholder's address as it appears on the stock records of the Corporation.

Section 6.  Waiver.

     Attendance  of a  stockholder  of the  Corporation,  either in person or by
proxy, at any meeting,  whether annual or special,  shall constitute a waiver of
notice of such  meeting,  except where a  stockholder  attends a meeting for the
express  purpose  of  objecting,  at  the  beginning  of  the  meeting,  to  the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened. A written waiver of notice of any such meeting signed by a stockholder
or stockholders  entitled to such notice,  whether before,  at or after the time
for notice or the time of the meeting,  shall be equivalent  to notice.  Neither
the  business to be  transacted  at, nor the  purposes  of, any meeting  need be
specified in any written waiver of notice.

Section 7.  Voting List.

     The secretary  shall prepare and make  available,  at least ten days before
every meeting of stockholders,  a complete list of the stockholders  entitled to
vote at the meeting,  arranged in alphabetical order and showing the address and
the number of shares registered in the name of each stockholder. Such list shall
be open to the  examination of any  stockholder  for any purpose  germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the  meeting,  either at a place  within the city where the  meeting is to be
held,  which place shall be specified in the notice of the meeting or, if not so
specified,  at the place  where the  meeting  is to be held.  The list  shall be
produced and kept at the place of the meeting  during the whole time thereof and
may be inspected by any stockholder who is present.

Section 8.  Quorum.

     Except as otherwise  required by law, the Certificate of  Incorporation  or
these Bylaws,  the holders of not less than one-third of the shares  entitled to
vote at any meeting of the  stockholders,  present in person or by proxy,  shall
constitute a quorum,  and the act of the majority of such quorum shall be deemed
the act of the stockholders.  If a quorum shall fail to attend any meeting,  the
chairman of the meeting  may  adjourn  the  meeting  from time to time,  without
notice if the time and place are announced at the meeting,  until a quorum shall
be present. At such adjourned meeting at which a quorum is present, any business
may be transacted which might have been transacted at the original  meeting.  If
the  adjournment is for more than thirty days or if after the  adjournment a new
record  date is fixed  for the  adjourned  meeting,  a notice  of the  adjourned
meeting  shall be given to each  stockholder  of record  entitled to vote at the
meeting.

     If a notice of any adjourned special meeting of stockholders is sent to all
stockholders  entitled to vote thereat,  stating that it will be held with those
present  constituting a quorum,  then,  notwithstanding  the prior paragraph and
except as otherwise  required by law,  those present at such  adjourned  meeting
shall constitute a quorum,  and all matters shall be determined by a majority of
votes cast at such meeting.

Section 9.  Record Date.

     In order that the  Corporation may determine the  stockholders  entitled to
notice of or to vote at any  meeting,  or at any  adjournment  of a  meeting  of
stockholders;   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, in advance,  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. The record date for
determining the stockholders  entitled to notice of or to vote at any meeting of
stockholders or any  adjournments  thereof shall not be more than sixty nor less
than ten days  before the date of such  meeting.  The record  date for any other
action shall not be more than sixty days prior to such action. If no record date
is fixed, (i) the record date for determining stockholders entitled to notice of
or to vote at any  meeting  shall  be the  close  of  business  on the day  next
preceding  the day on which  notice  is given  or,  if  notice  is waived by all
stockholders,  at the close of  business  on the day next  preceding  the day on
which the meeting is held; and (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 to such other  purpose.  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.

Section 10.  Procedure.

     The order of business and all other  matters of procedure at every  meeting
of the stockholders may be determined by the presiding officer.


                                   Article III

                                    DIRECTORS

Section 1.  Number.

     Except as otherwise  fixed pursuant to the provisions of the Certificate of
Incorporation,  including Article 4 relating to the rights of the holders of any
class or series of stock having a preference  over the common stock,  the number
of directors shall be fixed from time to time exclusively by resolutions adopted
by the board of directors; provided, however, that the number of directors shall
at no time be less than three nor greater than eleven and further  provided that
no decrease in the number of directors constituting the board of directors shall
shorten the term of any incumbent director.

Section 2.  Election and Terms.

     The  directors  shall be divided into three  classes as  determined  by the
board of  directors,  designated  as Class I, Class II and Class III. Each class
shall consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire board of directors. At the next annual meeting
of  stockholders,  Class I directors shall be elected for a one-year term, Class
II directors  shall be elected for a two-year term and Class III directors for a
three-year term. At each succeeding  annual meeting of stockholders  thereafter,
successors to the class of directors  whose terms expire at that annual  meeting
shall be elected for a three-year  term. If the number of directors has changed,
any  increase  or  decrease  shall be  apportioned  among the  classes  so as to
maintain the number of directors in each class as nearly equal as possible,  but
in no case will a decrease  in the number of  directors  shorten the term of any
incumbent  director.  A director  shall hold office until the annual meeting for
the year in which his term expires and until his successor  shall be elected and
qualified,  subject,  however,  to such  director's  prior  death,  resignation,
retirement, disqualification or removal from office.

     Subject to the  rights of holders of any class or series of stock  having a
preference over the common stock,  nominations for the election of directors may
be made by the  board of  directors  or a  committee  appointed  by the board of
directors  or by any  stockholder  entitled to vote in the election of directors
generally.  However,  any  stockholder  entitled  to  vote  in the  election  of
directors  generally  may nominate one or more persons for election as directors
at a meeting only if written  notice of such  stockholder's  intent to make such
nomination  or  nominations  has been given,  either by personal  delivery or by
United States mail,  postage  prepaid,  to the secretary of the  Corporation  no
later than (i) with  respect to an election  to be held at an annual  meeting of
stockholders,  ninety  days  prior to the  anniversary  date of the  immediately
preceding  annual meeting,  and (ii) with respect to an election to be held at a
special  meeting of  stockholders  for the election of  directors,  the close of
business on the tenth day  following the date on which notice of such meeting is
first given to stockholders.  Each such notice shall set forth: (a) the name and
address of the  stockholder who intends to make the nomination and of the person
or persons to be nominated;  (b) representation that the stockholder is a holder
of record  of stock of the  Corporation  entitled  to vote at such  meeting  and
intends to appear in person or by proxy at the meeting to nominate the person or
persons  specified  in the notice;  (c) a  description  of all  arrangements  or
understandings  between the stockholder and each nominee and any other person or
persons  (naming  such person or persons)  pursuant to which the  nomination  or
nominations  are to be made  by the  stockholder;  (d)  such  other  information
regarding each nominee  proposed by such  stockholder as would be required to be
included  in a  proxy  statement  filed  pursuant  to  the  proxy  rules  of the
Securities and Exchange Commission; and (e) the consent of each nominee to serve
as a director of the  Corporation  if so elected.  The presiding  officer of the
meeting  may  refuse to  acknowledge  the  nomination  of any person not made in
compliance with the foregoing procedure.

Section 3.  Newly Created Directorships and Vacancies.

     Except as otherwise  fixed  pursuant to the  provisions of  Certificate  of
Incorporation,  including Article 4 relating to the rights of the holders of any
class or  series of stock  having a  preference  over the  common  stock,  newly
created directorships resulting from any increase in the number of directors and
any  vacancies  on the board of  directors  resulting  from death,  resignation,
disqualification,  removal  or  other  cause  shall  be  filled  solely  by  the
affirmative  vote of a majority of the remaining  directors  then in office or a
sole  remaining  director,  even  though  less  than a  quorum  of the  board of
directors.  Any director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of the new directorship which was
created or in which the vacancy  occurred  and until such  director's  successor
shall have been elected and qualified.

Section 4.  Regular Meetings.

     The first meeting of each newly  elected board of directors  elected at the
annual meeting of stockholders  shall be held immediately  after and at the same
place as, the annual meeting of the stockholders,  provided a quorum is present,
and no notice of such meeting shall be necessary in order to legally  constitute
the meeting.  Regular  meetings of the board of directors  shall be held at such
times and places as the board of directors may from time to time determine.

Section 5.  Special Meetings.

     Special  meetings of the board of directors  may be called at any time,  at
any place and for any purpose by the chairman of the  executive  committee,  the
chairman of the board,  the chief  executive  officer,  or by any officer of the
Corporation upon the request of a majority of the entire board of directors.

Section 6.  Notice of Meetings.

     Notice of regular meetings of the board of directors need not be given.

     Notice of every special meeting of the board of directors shall be given to
each  director at his usual place of business or at such other  address as shall
have been  furnished by him for such purpose.  Such notice shall be properly and
timely given if it is (a) deposited in the United States mail not later than the
third  calendar  day  preceding  the  date  of the  meeting  or  (b)  personally
delivered,  telegraphed,  sent by  facsimile  transmission  or  communicated  by
telephone at least twenty-four hours before the time of the meeting. Such notice
need not include a statement of the business to be transacted at, or the purpose
of, any such meeting.

Section 7.  Waiver.

     Attendance  of a  director  at a meeting  of the board of  directors  shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express  purpose of objecting,  at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.  A written waiver of notice signed by a director or directors entitled
to such notice,  whether before, at, or after the time for notice or the time of
the meeting, shall be equivalent to the giving of such notice.

Section 8.  Quorum.

     Except  as may  be  otherwise  provided  by  law,  in  the  Certificate  of
Incorporation,  or in these  Bylaws,  the  presence  of a majority of the entire
board of directors  shall be necessary and sufficient to constitute a quorum for
the  transaction  of business at any meeting of the board of directors,  and the
act of a  majority  of the  directors  present at a meeting at which a quorum is
present  shall be deemed the act of the board of  directors.  Less than a quorum
may  adjourn  any meeting of the board of  directors  from time to time  without
notice.

         Notwithstanding  the  foregoing,  so long as  that  certain   Agreement
and Plan of Merger, dated as of March 18, 1999, has not been terminated,  at all
times  prior to the  effective  time of the  merger  described  therein  (a) any
material matter or transaction not previously approved by the board of directors
or disclosed  in any report filed by the  Corporation  with the  Securities  and
Exchange  Commission prior to March 18, 1999, between the Corporation and any of
RB Capital,  Inc., a Delaware  corporation,  RBR  Acquisition  Corp., a Delaware
corporation, Frank B. Day, Robert D. Greenlee, Arthur Wong or David M. Lux, each
an  individual  and a director of the  Corporation,  or any of their  respective
affiliates  (as such term is defined  under Rule 12b-2 of the General  Rules and
Regulations  of the  Securities  Exchange Act of 1934, as amended) not expressly
contemplated  by the  Agreement  and  Plan of  Merger  referenced  above or that
certain  Voting  Agreement,  dated  as  of  March  18,  1999,  executed  by  the
Corporation  and certain of the  foregoing  persons,  (b) any  amendment  to any
resolution of the board of directors  relating to the formation of or delegation
of  authority  to the  special  committee  of the board of  directors  formed by
resolution of the board of directors dated November 24, 1998, and (c) any action
proposed  to be  taken  by the  board  of  directors  which  would  or  would be
reasonably  likely to result in the breach of any  covenant  of the  Corporation
under the Agreement and Plan of Merger or the Voting Agreement referenced above,
shall be presented to the  above-referenced  special committee for action or, if
action by the board of directors thereon is otherwise  required by law, shall be
presented to the board of directors and, in such case,  shall require the act of
two-thirds (2/3) of the entire board of directors.

Section 9.  Participation in Meetings by Telephone.

     Members  of the  board  of  directors,  or of any  committee  thereof,  may
participate  in a meeting  of such  board or  committee  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the meeting can hear each other and such  participation  shall
constitute presence in person at such meeting.

Section 10.  Powers.

     The business,  property and affairs of the Corporation  shall be managed by
or under the  direction  of its board of  directors,  which  shall  have and may
exercise all the powers of the Corporation to do all such lawful acts and things
as are not by law, by the  Certificate  of  Incorporation,  or by these  Bylaws,
directed or required to be exercised or done by the stockholders.

Section 11.  Compensation of Directors.

     Directors  shall receive such  compensation  for their services as shall be
determined  by a  majority  of the  entire  board of  directors,  provided  that
directors  who are serving the  Corporation  as  officers or  employees  and who
receive  compensation for their services as such officers or employees shall not
receive any salary or other compensation for their services as directors.

Section 12.  Action without a Meeting.

     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 any committee  thereof may be taken without a meeting if written
consent  thereto is signed by all members of the board of  directors  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.  Any such consent may be in
counterparts  and shall be effective on the date of the last  signature  thereon
unless otherwise provided therein.


                                   Article IV

                                   COMMITTEES

Section 1.  Designation of Committees.

     The board of directors  may establish  committees  for the  performance  of
delegated or designated functions to the extent permitted by law, each committee
to  consist  of one or more  directors  of the  Corporation.  In the  absence or
disqualification  of a member of a  committee,  the  member or  members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors  to act at the  meeting  in the place of such  absent or  disqualified
member.

Section 2.  Committee Powers and Authority.

     The board of directors may provide,  by resolution or by amendment to these
Bylaws,  that a committee  may exercise all the power and authority 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; provided,  however,  that a committee may not exercise the power
or authority of the board of directors in reference to amending the  Certificate
of Incorporation  (except that a committee may, to the extent  authorized in the
resolution or resolutions  providing for the issuance of shares of stock adopted
by  the  board  of  directors,  pursuant  to  Article  4 of the  Certificate  of
Incorporation,  fix the  designations  and any of the  preferences  or rights of
shares of preferred stock relating to dividends,  redemption,  dissolution,  any
distribution of property or assets of the  Corporation,  or the conversion into,
or the exchange of shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the  Corporation or
fix the number of shares of any series of stock or  authorize  the  increase  or
decrease  of the  shares of any  series),  adopting  an  agreement  of merger or
consolidation,  recommending to the stockholders the sale, lease, or exchange of
all or substantially all of the Corporation's property and assets,  recommending
to the  stockholders  a  dissolution  of the  Corporation  or a revocation  of a
dissolution,  or amending these Bylaws; and, unless the resolution  expressly so
provides,  no such  committee  shall  have the power or  authority  to declare a
dividend or to authorize the issuance of stock.

Section 3.  Committee Procedures.

     To the extent the board of directors or the  committee  does not  establish
other  procedures  for the committee,  each  committee  shall be governed by the
procedures  established  in Article III,  Section 4 (except as they relate to an
annual meeting of the board of directors) and Article III,  Sections 5, 6, 7, 9,
10, and 12 of these Bylaws, as if the committee were the board of directors.


                                    Article V

                                    OFFICERS

Section 1.  Number.

     The officers of the Corporation  shall be appointed or elected by the board
of directors. The officers shall be a chief executive officer, a president and a
chief operating  officer,  such number of executive vice presidents as the board
of directors may from time to time determine,  such number of vice presidents as
the board of directors may from time to time determine, a secretary, such number
of  assistant  secretaries  as the  board of  directors  may  from  time to time
determine,  and a treasurer. Any person may hold two or more offices at the same
time. 

Section 2. Additional Officers.

     The board of  directors  may appoint  such other  officers as it shall deem
appropriate.

Section 3.  Term of Office, Resignation.

     All  officers,  agents and  employees of the  Corporation  shall hold their
respective  offices or positions  at the pleasure of the board of directors  and
may be removed at any time by the board of directors with or without cause.  Any
officer may resign at any time by giving  written  notice of his  resignation to
the chief executive officer,  the president or to the secretary,  and acceptance
of such  resignation  shall not be  necessary  to make it  effective  unless the
notice so provides.  Any vacancy  occurring in any office shall be filled by the
board of directors.

Section 4.  Duties.

     The officers of the  Corporation  shall perform the duties and exercise the
powers as may be assigned to them from time to time by the board of directors or
the president and chief executive  officer.  In the absence of such  assignment,
the officers shall have the duties and powers described in Sections 5 through 10
of this Article V.

Section 5.  Chairman of the Board and Chief Executive Officer.

     The chairman of the board and chief executive officer shall be the chairman
of the board and chief executive  officer of the Corporation and, subject to the
direction  and control of the board of  directors,  shall manage the business of
the  Corporation.  The  chairman  of the board and chief  executive  officer may
execute contracts, deeds and other instruments on behalf of the Corporation.  As
chairman of the board, he shall preside at all meetings of the  stockholders and
directors  at which he may be present and shall have such other  duties,  powers
and  authority  as may be  prescribed  elsewhere in these  Bylaws.  The board of
directors may delegate such other authority and assign such additional duties to
the chairman of the board,  other than those conferred by law  exclusively  upon
the president, as it may from time to time determine.  The chairman of the board
and  chief  executive  officer  shall  have  full  authority  on  behalf  of the
Corporation  to attend any meeting,  give any waiver,  cast any vote,  grant any
discretionary or directed proxy to any person,  and exercise any other rights of
ownership with respect to any shares of capital stock or other  securities  held
by the  Corporation  and issued by any other  corporation or with respect to any
partnership, trust or similar interest held by the Corporation.

Section 6.  President and Chief Operating Officer.

     The president  and chief  operating  officer  shall be the chief  operating
officer of the  Corporation  and,  subject to the  direction  and control of the
board of directors  and the chairman of the board and chief  executive  officer,
shall manage the business of the Corporation.  The president and chief operating
officer  may execute  contracts,  deeds and other  instruments  on behalf of the
Corporation.  In the absence of the  chairman  of the board and chief  executive
officer or in the event of his  disability,  inability  or  refusal to act,  the
president and chief operating  officer shall perform the duties and exercise the
power of the chairman of the board and chief  executive  officer.  The president
and  chief  operating  officer  shall  have  full  authority  on  behalf  of the
Corporation  to attend any meeting,  give any waiver,  cast any vote,  grant any
discretionary or directed proxy to any person,  and exercise any other rights of
ownership with respect to any shares of capital stock or other  securities  held
by the  Corporation  and issued by any other  corporation or with respect to any
partnership, trust or similar interest held by the Corporation.

Section 7.  Executive Vice President.

     Each executive vice president,  if any, shall perform such functions as may
be  prescribed  by the board of  directors,  the chairman of the board and chief
executive officer or the president and chief operating  officer.  Each executive
vice president may execute  contracts,  deeds and other instruments on behalf of
the  Corporation.  Each executive  vice  president  shall have full authority on
behalf of the Corporation to attend any meeting, give any waiver, cast any vote,
grant any discretionary or directed proxy to any person,  and exercise any other
rights  of  ownership  with  respect  to any  shares of  capital  stock or other
securities held by the  Corporation and issued by any other  corporation or with
respect to any  partnership,  trust or similar interest held by the Corporation.
Upon the  death,  disability  or  absence of the chief  operating  officer,  the
executive vice  president (or if more than one holds office,  the executive vice
president  among  those  present  who has  held  such  office  for  the  longest
continuous  period,  unless another method of selection has been  established by
resolution of the board of directors)  shall perform the duties and exercise the
powers of the  president  and  chief  executive  officer.  Each  executive  vice
president  shall  perform  such other  duties as the board,  the chairman of the
board and chief executive  officer or the president and chief operating  officer
may from time to time prescribe or delegate to him.

Section 8.  Vice President.

     Each  vice  president,  if any,  shall  perform  such  functions  as may be
prescribed  by the board of  directors,  the chairman of the board and the chief
executive officer,  the president and chief operating officer,  or any executive
vice  president.  Each vice  president  may execute  contracts,  deeds and other
instruments on behalf of the  Corporation.  The vice  president  shall have full
authority on behalf of the  Corporation to attend any meeting,  give any waiver,
cast any vote,  grant any  discretionary  or directed  proxy to any person,  and
exercise  any other  rights of  ownership  with respect to any shares of capital
stock or other  securities  held by the  Corporation  and  issued  by any  other
corporation or with respect to any  partnership,  trust or similar interest held
by the Corporation.  Upon the death, disability or absence of the executive vice
president,  the vice  president  (or if more  than one  holds  office,  the vice
president  among  those  present  who has  held  such  office  for  the  longest
continuous  period,  unless another method of selection has been  established by
resolution of the board of directors)  shall perform the duties and exercise the
powers of the executive vice  president.  Each vice president shall perform such
other  duties as the  board,  the  chairman  of the  board  and chief  executive
officer,  the  president and chief  operating  officer,  or any  executive  vice
president may from time to time prescribe or delegate to him.

Section 9.  Secretary.

     The secretary  shall give, or cause to be given,  notice of all meetings of
the  stockholders  and, upon the request of a person  entitled to call a special
meeting  of the board of  directors,  he shall give  notice of any such  special
meeting.  He shall keep the  minutes of all  meetings of the  stockholders,  the
board of directors, or any committee established by the board of directors.  The
secretary  shall  be  responsible  for the  maintenance  of all  records  of the
Corporation and may attest documents on behalf of the Corporation. The secretary
shall  perform  such other  duties as the board,  the  chairman of the board and
chief executive  officer,  the president and chief operating officer or any vice
president may from time to time prescribe or delegate to him.

Section 10.  Treasurer.

     The  treasurer  shall be  responsible  for the  control of the funds of the
Corporation  and the custody of all  securities  owned by the  Corporation.  The
treasurer  shall  perform  such other  duties as the board,  the chairman of the
board and chief executive officer,  the president and chief operating officer or
any vice president may from time to time prescribe or delegate to him.

Section 11.  Compensation.

     Officers shall receive such compensation, if any, for their services as may
be authorized or ratified by the board of directors.  Election or appointment as
an  officer  shall not of itself  create a right to  compensation  for  services
performed as such officer.



                                   Article VI

              INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

Section 1.  Directors and Officers.

     Subject to the Certificate of Incorporation  and the other sections of this
Article VI, the Corporation shall indemnify, to the fullest extent permitted by,
and in the manner permissible under, the laws of the State of Delaware in effect
on the date  hereof and as amended  from time to time,  any person who was or is
threatened to be made, a party to any threatened,  pending or completed  action,
suit, or proceeding, whether criminal, civil, administrative,  or investigative,
by  reason  of  the  fact  that  he,  is or was a  director  or  officer  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,  association,  or other enterprise,  against expenses (including
attorneys' fees), judgments, fines, ERISA excise taxes or penalties, and amounts
paid in settlement  actually and reasonably  incurred by him in connection  with
such action, suit or proceeding,  including any action, suit or proceeding by or
in the right of the Corporation (a "Proceeding").  The Corporation shall advance
all  reasonable  expenses  incurred  by or on  behalf  of  any  such  person  in
connection  with  any  Proceeding  within  ten days  after  the  receipt  by the
Corporation  of a  statement  or  statements  from such person  requesting  such
advance  or  advances  from  time to  time,  whether  prior  to or  after  final
disposition of such  Proceeding.  Such statement or statements  shall reasonably
evidence the expenses  incurred by such person and, if such person is an officer
or director of the  Corporation,  shall include or be preceded or accompanied by
an undertaking by or on behalf of such person to repay any expenses  advanced if
it shall  ultimately  be  determined  that  such  person is not  entitled  to be
indemnified against such expenses.  Costs,  charges or expenses of investigating
or defending  Proceedings for which  indemnity shall be sought  hereunder may be
incurred without the Corporation's  consent;  provided that no settlement of any
such  Proceeding may be made without the  Corporation's  consent,  which consent
shall not be unreasonably withheld.

Section 2.  Determination of Right to Indemnification.

     (a) Any  indemnification  requested by any person  under  Section 1 of this
Article VI shall be made no later than forty-five (45) days after receipt of the
written  request of such  person,  unless a  determination  is made  within said
forty-five  (45) day  period  (i) by a majority  vote of  directors  who are not
parties  to such  Proceedings,  or (ii) in the  event a quorum  of  non-involved
directors is not obtainable, at the election of the Corporation,  by independent
legal  counsel  in a written  opinion,  that  such  person  is not  entitled  to
indemnification hereunder.

     (b)  Notwithstanding  a  determination  under  Section  2(a) above that any
person is not entitled to  indemnification  with respect to a  Proceeding,  such
person shall have the right to apply to any court of competent  jurisdiction for
the purpose of enforcing  such  person's  right to  indemnification  pursuant to
these Bylaws.  Neither the failure of the  Corporation  (including  its board of
directors or independent  legal counsel) to have made a  determination  prior to
the commencement of such action that such person is entitled to  indemnification
hereunder,  nor an actual determination by the Corporation  (including its board
of directors or  independent  legal counsel) that such person is not entitled to
indemnification  hereunder,  shall be a defense  to the  action  or  create  any
presumption that such person is not entitled to indemnification hereunder.

     (c) The  Corporation  shall  indemnify  any  person  against  all  expenses
incurred in connection  with any hearing or  Proceeding  under this Section 2 if
such person prevails on the merits or otherwise in such Proceeding.

Section 3.  Subrogation.

     In the event of payment  under  these  Bylaws,  the  indemnifying  party or
parties  shall be  subrogated to the extent of such payment to all of the rights
of recovery of the indemnified  person  therefor,  and such  indemnified  person
shall execute all papers  required and shall do everything that may be necessary
to secure such rights,  including the execution of such  documents  necessary to
enable the  indemnifying  party or parties to effectively  bring suit to enforce
such rights.

Section 4.  Presumptions and Effect of Certain Proceedings.

     (a)  In  making  a   determination   with   respect   to   entitlement   to
indemnification   hereunder,  the  person  or  persons  or  entity  making  such
determination  shall  presume  that such person is  entitled to  indemnification
under  this  Article,  and the  Corporation  shall  have the  burden of proof to
overcome that  presumption in connection with the making by any person,  persons
or entity of any determination contrary to that presumption.

     (b) The  termination  of any  Proceeding  or of any claim,  issue or matter
therein, by judgment,  order,  settlement or conviction,  or upon a plea of nolo
contendere or its equivalent,  shall not (except as otherwise expressly provided
in  these  Bylaws)  of  itself  adversely  affect  the  right of any  person  to
indemnification  or create a  presumption  that such  person did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the  best  interests  of the  Corporation  or,  with  respect  to  any  criminal
Proceeding,  that such person had  reasonable  cause to believe that his conduct
was unlawful.

Section 5.  Exception to Right of Indemnification or Advancement of Expenses.

     Notwithstanding  any other  provision of these  Bylaws,  no person shall be
entitled to  indemnification  or advancement of expenses under these Bylaws with
respect to any  Proceeding  brought by such person,  unless the bringing of such
Proceeding  or making of such  claim  shall have been  approved  by the board of
directors.

Section 6.  Contract.

     The  foregoing  provisions  of this  Article  VI  shall be  deemed  to be a
contract  between the  Corporation  and each  director and officer who serves in
such  capacity  at any time while  this  bylaw is in  effect,  and any repeal or
modification  thereof shall not affect any rights or  obligations  then existing
with  respect  to any  state  of  facts  then  or  theretofore  existing  or any
Proceeding  theretofore or thereafter brought based in whole or in part upon any
such state of facts.

     The foregoing  rights of  indemnification  shall not be deemed exclusive of
any other rights to which any director or officer may be entitled apart from the
provisions of this Article VI.

Section 7.  Surviving Corporation.

     The board of directors  may provide by resolution  that  references to "the
Corporation" in this Article VI shall include,  in addition to this Corporation,
all constituent  corporations absorbed in a merger with this Corporation so that
any person who was a director or officer of such a constituent corporation or is
or was serving at the  request of such  constituent  corporation  as a director,
employee, or agent of another corporation,  partnership,  joint venture,  trust,
association,  or  other  entity  shall  stand  in the same  position  under  the
provisions of this Article VI with respect to this Corporation as he would if he
had served this  Corporation  in the same  capacity or is or was so serving such
other entity at the request of this Corporation, as the case may be.

Section 8.  Inurement.

     The  indemnification  and  advancement of expenses  provided by, or granted
pursuant to, this Article VI shall  continue as to a person who has ceased to be
a director or officer  and shall  inure to the benefit of the heirs,  executors,
and administrators of such person.

Section 9.  Employees and Agents.

     To the same extent as it may do for a director or officer,  the Corporation
may indemnify and advance expenses to a person who is not and was not a director
or  officer of the  Corporation  but who is or was an  employee  or agent of the
Corporation.


                                   Article VII

                                  CAPITAL STOCK

Section 1.  Certificates.

     Each  stockholder of the Corporation  shall be entitled to a certificate or
certificates  signed by or in the name of the Corporation by the chairman of the
board and chief executive officer, the president or a vice president, and by the
treasurer,  an assistant  treasurer,  the  secretary or an assistant  secretary,
certifying  the  number  of  shares  of stock of the  Corporation  owned by such
stockholder. Any or all the signatures on the certificate may be a facsimile.

Section 2.  Facsimile Signatures.

     In case any officer,  transfer  agent or registrar  who has signed or whose
facsimile  signature has been placed upon a certificate  shall have ceased to be
such officer,  transfer agent or registrar before such certificate is issued, it
may be issued by the  Corporation  with the same  effect as if he, she or it was
such officer, transfer agent or registrar at the date of issue.

Section 3.  Registered Stockholders.

     The  Corporation  shall be  entitled  to treat the  holder of record of any
share or shares of stock of the  Corporation  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 has actual or other notice thereof, except as provided by law.

Section 4.  Cancellation of Certificates.

     All  certificates  surrendered to the  Corporation  shall be cancelled and,
except  in  the  case  of  lost,  stolen  or  destroyed  certificates,   no  new
certificates  shall be issued until the former  certificate or certificates  for
the same number of shares of the same class of stock have been  surrendered  and
cancelled.

Section 5.  Lost, Stolen or Destroyed Certificates.

     The board of directors 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, stolen or destroyed,  upon the making of
an affidavit of that fact by the person claiming the certificate or certificates
to be lost, stolen or destroyed. In its discretion, and as a condition precedent
to the  issuance  of any such new  certificate  or  certificates,  the  board of
directors  may  require  that  the  owner  of such  lost,  stolen  or  destroyed
certificate or  certificates,  or such person's legal  representative,  give the
Corporation and its transfer agent or agents,  registrar or registrars a bond in
such form and amount as the board of directors  may direct as indemnity  against
any claim that may be made against the  Corporation  and its  transfer  agent or
agents,  registrar  or  registrars  on account  of the  alleged  loss,  theft or
destruction of any such certificate or the issuance of such new certificate.

Section 6.  Transfer of Shares.

     Shares of stock shall be  transferable  on the books of the  Corporation by
the holder thereof, in person or by duly authorized attorney, upon the surrender
of the  certificate or certificates  representing  the shares to be transferred,
properly  endorsed,  with such proof or  guarantee  of the  authenticity  of the
signature as the Corporation or its agents may reasonably require.

Section 7.  Transfer Agents and Registrars.

     The  Corporation  may  have  one or more  transfer  agents  and one or more
registrars of its stock,  whose  respective  duties the board of directors  may,
from  time to  time,  define.  No  certificate  of stock  shall  be valid  until
countersigned  by a transfer  agent,  if the  Corporation  shall have a transfer
agent, or until  registered by the registrar,  if the  Corporation  shall have a
registrar. The duties of transfer agent and registrar may be combined.


                                  Article VIII

                                      SEAL

     The board of directors may adopt and provide a seal which shall be circular
in form and shall  bear the name of the  Corporation  and the words  "Seal"  and
"Delaware," and which,  when adopted shall  constitute the corporate seal of the
Corporation.


                                   Article IX

                                   FISCAL YEAR

     The fiscal year for the Corporation shall close on the fifty-second  Sunday
of each year.


                                    Article X

                                   AMENDMENTS

     Subject to the provisions of the Certificate of Incorporation, these Bylaws
may be altered,  amended or repealed at any regular meeting of the  stockholders
(or at any special  meeting  thereof duly called for that purpose) by a majority
vote of the shares  represented  and entitled to vote at such meeting;  provided
that in the notice of such  special  meeting,  notice of such  purpose  shall be
given.  Subject  to the  laws of the  State  of  Delaware,  the  Certificate  of
Incorporation and these Bylaws,  the board of directors may, by majority vote of
those  present at any meeting at which a quorum is present,  amend these Bylaws,
or enact  such  other  Bylaws  as in their  judgment  may be  advisable  for the
regulation of the conduct of the affairs of the Corporation; provided  that  any
amendment to the third sentence of Article III, Section 8 of these Bylaws or any
amendment to any other  provision of these Bylaws  inconsistent  therewith shall
require the act of two-thirds (2/3) of the entire board of directors."