TOUCAN GOLD CORPORATION


                                     BYLAWS


                                    ARTICLE I

                                     OFFICES

         Section 1.1. Registered Office.  The registered office  shall be in the
City of Wilmington, County of New Castle, State of Delaware.

         Section 1.2. Other Offices.  The  corporation  may also have offices at
such other places,  either within or without the State of Delaware, as the board
of  directors  may from  time to time to  determine  or as the  business  of the
corporation may require.

                                    ARTICLE 2
                            MEETINGS OF STOCKHOLDERS

         Section 2.l. Place of Meetings.  All meetings of the stockholders shall
be held at the office of the corporation or at such other places as may be fixed
from time to time by the board of directors,  either within or without the State
of  Delaware,  and  stated in the notice of the  meeting  or in a duly  executed
waiver of notice thereof.

         Section  2.2.  Annual   Meetings.   Annual  meetings  of  stockholders,
commencing  with the  year  1997,  shall  be held at the  time  and  place to be
selected  by the board of  directors.  If the day is a legal  holiday,  then the
meeting shall be held on the next  following  business day. At the meeting,  the
stockholders  shall elect a board of  directors  by written  ballot and transact
such other business as may properly be brought before the meeting.

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         Section 2.3.  Notice of Annual  Meeting.  Written  notice of the annual
meeting  stating the place,  date and hour of the meeting shall be given to each
stockholder  entitled  to vote at such  meeting  not less than ten nor more than
sixty days before the date of the meeting.

         Section  2.4.  Voting  List.  The  officer  who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting,  arranged in  alphabetical  order,  and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten 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 also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.

         Section 2.5. Special  Meetings.  Special meetings of the  stockholders,
for any purpose or purposes,  unless  otherwise  prescribed by statute or by the
certificate of incorporation, may be called by (a) the chairman of the board, or
(b) the  president  and shall be called by the  president  or  secretary  at the
request  in  writing  of a  majority  of the board of  directors,  or (c) by the
holders  of ten  percent  or more of the  outstanding  shares  of  stock  of the
corporation.  Such  request  shall state the purpose or purposes of the proposed
meeting.

         Section 2.6.  Notice of Special  Meetings.  Written notice of a special
meeting  stating  the place,  date and hour of the  meeting  and 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, to each

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stockholder entitled to vote at such meeting. Business transacted at any special
meeting  of the  stockholders  shall be limited  to the  purposes  stated in the
notice.

         Section 2.7. Quorum.  The holders of a majority of the stock issued and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business,  except as  otherwise  provided  by statute or by the
certificate of incorporation.  If, however,  such quorum shall not be present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting,  until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  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.

         Section 2.8.  Order of Business.  At each meeting of the  stockholders,
one of the following persons,  in the order in which they are listed (and in the
absence of the first,  the next,  and so on),  shall  serve as  chairman  of the
meeting:  president,  chairman of the board,  vice  presidents  (in the order of
their  seniority if more than one) and secretary.  The order of business at each
such meeting shall be as determined by the chairman of the meeting. The chairman
of the  meeting  shall have the right and  authority  to  prescribe  such rules,
regulations  and  procedures and to do all such acts and things as are necessary
or  desirable  for  the  proper  conduct  of  the  meeting,  including,  without
limitation,  the  establishment  of procedures for the  maintenance of order and
safety, limitations on the time allotted to questions or comments on the affairs
of the corporation,

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restrictions  on  entry  to such  meeting  after  the  time  prescribed  for the
commencement thereof, and the opening and closing of the voting polls.

         Section 2.9.  Majority  Vote.  When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having  voting power  present
in person or represented by proxy shall decide any question  brought before such
meeting,  unless the  question is one upon which,  by express  provision  of the
statutes or of the certificate of  incorporation,  a different vote is required,
in which case such  express  provision  shall govern and control the decision of
such question.

         Section  2.10.  Method of  Voting.  Unless  otherwise  provided  in the
certificate of  incorporation,  each  stockholder  shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such  stockholder,  but no proxy shall
be voted on after three  years from its date,  unless the proxy  provides  for a
longer period.

                                    ARTICLE 3
                                    DIRECTORS

         Section  3.1.   General  Powers.   The  business  and  affairs  of  the
corporation  shall  be  managed  by or  under  the  direction  of the  board  of
directors, which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by law or by the certificate of  incorporation
of the  corporation  or by these Bylaws  directed or required to be exercised or
done by the stockholders.

         Section  3.2.  Number of  Directors.  Except as  otherwise  fixed by or
pursuant to the provisions of Article 6 of the Certificate of  Incorporation  of
the corporation  relating to the rights of the holders of any class or series of
stock  having  preference  over  the  common  stock  as  to  dividends  or  upon
liquidation, the board of directors shall have not less than One (1) nor more

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than Nine (9) directors. The number of directors constituting the board shall be
such number as shall be from time to time  specified by  resolution of the board
of directors; provided, however, no director's term shall be shortened by reason
of a resolution reducing the number of directors;  and further provided that the
number of directors  constituting  the initial board of directors  shall be Four
(4) and,  shall remain such number unless and until changed by resolution of the
board of directors aforesaid.

         Section 3.3.  Election  Qualification  and Term of Office of Directors.
Directors shall be elected at each annual meeting of stockholders to hold office
until the next annual  meeting.  Directors  need not be  stockholders  unless so
required by the  certificate  of  incorporation  or these Bylaws,  wherein other
qualifications  for  directors may be  prescribed.  Each  director,  including a
director  elected to fill a vacancy,  shall hold office  until his  successor is
elected and qualified or until his earlier resignation or removal.  Elections of
directors need not be by written ballot.

         Section 3.4. Notification of Nominations.  Subject to the rights of the
holders  of any class or series of stock  having a  preference  over the  common
stock as to  dividends  or upon  liquidation,  nominations  for the  election of
directors may be made by the board of directors or by any  stockholder  entitled
to vote for the election of directors.  Any stockholder entitled to vote for the
election  of  directors  at a meeting  may  nominate  persons  for  election  as
directors  only if  written  notice  of such  stockholder's  intent to make such
nomination  is given,  either by  personal  delivery or by United  States  mail,
postage  prepaid,  to the secretary of the  corporation  not later than (i) with
respect to an election to be held at an annual meeting of  stockholders,  ninety
days in advance of such 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 seventh day  following  the date on which notice of such meeting
is first given to stockholders. Each such notice shall set forth: (a) the

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name and address of the  stockholder  who intends to make the  nomination and of
the person or persons intended to be nominated;  (b) a  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 have
been required to be included in a proxy  statement  filed  pursuant to the proxy
rules of the Securities and Exchange Commission had each nominee been nominated,
or intended to be nominated,  by the board of directors;  and (e) the consent of
each  nominee to serve as a  director  of the  corporation  if so  elected.  The
chairman of the meeting may refuse to  acknowledge  the nomination of any person
not made in compliance with the foregoing procedure.

         Section 3.5.  First  Meetings.  The first meeting of each newly elected
board of directors shall be held at such time and place as shall be fixed by the
vote of the  stockholders  at the annual  meeting and no notice of such  meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting,  provided a quorum shall be present. In the event of the failure of
the  stockholders  to fix the time or place of such  first  meeting of the newly
elected board of directors, or in the event such meeting is not held at the time
and place so fixed by the stockholders, the meeting may be held at such time and
place as shall  be  specified  in a notice  given as  hereinafter  provided  for
special  meetings  of the  board of  directors,  or as shall be  specified  in a
written waiver signed by all of the directors.

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         Section  3.6.  Regular  Meetings.  Regular  meetings  of the  board  of
directors  may be held without  notice at such times and at such places as shall
from time to time be determined by the board.

         Section 3.7.  Special  Meetings.  Special  meetings of the board may be
called by the chairman of the board or the president, and shall be called by the
president or secretary on the written request of two directors  unless the board
consists of only one director, in which case special meetings shall be called by
the  president  or  secretary  in like  manner and on like notice on the written
request of the sole director.

         Section 3.8.  Quorum,  Majority  Vote. At all meetings of the board,  a
majority of the entire  board of  directors  shall  constitute  a quorum for the
transaction  of business and the act of a majority of the  directors  present at
any  meeting  at  which  there  is a  quorum  shall  be the act of the  board of
directors, except as may be otherwise specifically provided by statute or by the
certificate of incorporation. If a quorum shall not be present at any meeting of
the board of directors,  the directors  present  thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,  until
a quorum shall be present.

         Section 3.9. Action Without 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 of any committee thereof
may be taken without a meeting, if all members of the board or committee, as the
case may be, consent  thereto in writing,  and the writing or writings are filed
with the minutes of the proceedings of the board or committee.

         Section 3.10. Telephone   and   Similar   Meetings.  Unless   otherwise
restricted by the certificate of incorporation  or these Bylaws,  members of the
board of directors,  or any committee designated by the board of directors,  may
participate in a meeting of the board of directors, or any

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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 in a meeting shall constitute  presence in person at the
meeting.

         Section  3.11.  Notice of Meetings.  Notice of regular  meetings of the
board of directors or of any adjourned meeting thereof need not be given. Notice
of each special meeting of the board shall be mailed to each director, addressed
to such  director at such  director's  residence or usual place of business,  at
least two days  before  the day on which the  meeting  is to be held or shall be
sent to such  director at such place by telegraph or be given  personally  or by
telephone,  not later than the day before the meeting is to be held,  but notice
need not be given to any director who shall, either before or after the meeting,
submit a signed  waiver of such notice or who shall attend such meeting  without
protesting,  prior  to or at its  commencement,  the  lack  of  notice  to  such
director.  Every such  notice  shall state the time and place but need not state
the purpose of the meeting.

         Section 3.12. Rules and  Regulations.  The board of directors may adopt
such rules and  regulations  not  inconsistent  with the  provisions of law, the
certificate of  incorporation of the corporation or these Bylaws for the conduct
of its meetings and  management of the affairs of the  corporation  as the board
may deem proper.

         Section 3.13. Resignations.  Any director of the corporation may at any
time resign by giving written notice to the board of directors,  the chairman of
the board, the president or the secretary of the  corporation.  Such resignation
shall  take  effect  at the  time  specified  therein  or,  if the  time  be not
specified,  upon receipt thereof;  and, unless otherwise specified therein,  the
acceptance of such resignation shall not be necessary to make it effective.

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         Section 3.14.  Removal of  Directors.  Unless  otherwise  restricted by
statute, by the certificate of incorporation or by these Bylaws, any director or
the entire  board of  directors  may be  removed,  with or without  cause by the
holders of a majority  of the shares  then  entitled  to vote at an  election of
directors.

         Section  3.15.  Vacancies.  Subject to the rights of the holders of any
class or  series  of stock  having a  preference  over the  common  stock of the
corporation as to dividends or upon  liquidation,  any vacancies on the board of
directors resulting from death, resignation,  removal or other cause, shall only
be filled by the affirmative vote of a majority of the remaining  directors then
in office,  even  though less than a quorum of the board of  directors,  or by a
sole  remaining  director,  and newly created  directorships  resulting from any
increase in the number of directors  shall be filled by the board of  directors,
or if not so filled,  by the  stockholders at the next annual meeting thereof or
at a special  meeting called for that purpose in accordance  with Section 2.5 of
Article  II of  these  Bylaws.  Any  director  elected  in  accordance  with the
preceding  sentence of this Section 3.14 shall hold office for the  remainder of
the full  term of the  class of  directors  in which  the new  directorship  was
created or the vacancy occurred and until such successor shall have been elected
and qualified.

         Section 3.16.Compensation of Directors.  Unless otherwise restricted by
the certificate of incorporation  or these Bylaws,  the board of directors shall
have the authority to fix the  compensation  of directors.  The directors may be
paid their  expenses,  if any,  of  attendance  at each  meeting of the board of
directors  and may be paid a fixed sum for  attendance  at each  meeting  of the
board of  directors  or a stated  salary  as  director.  No such  payment  shall
preclude any director  from serving the  corporation  in any other  capacity and
receiving compensation therefor. Members

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of special or standing committees may be allowed like compensation for attending
committee meetings.

                                    ARTICLE 4
                         EXECUTIVE AND OTHER COMMITTEES

         Section  4.1.  Executive  Committee.  The board of  directors  may,  by
resolution adopted by a majority of the entire board, designate annually one (1)
or  more of its  members  to  constitute  members  or  alternate  members  of an
executive  committee,  which  committee  shall  have and may  exercise,  between
meetings  of the  board,  all the  powers  and  authority  of the  board  in the
management of the business and affairs of the  corporation,  including,  if such
committee is so empowered and authorized by resolution  adopted by a majority of
the entire board, the power and authority to declare a dividend and to authorize
the  issuance of stock,  and may  authorize  the seal of the  corporation  to be
affixed to all papers which may require it, except that the executive  committee
shall not have such power or authority with reference to:

     (a) amending the certificate of incorporation of the corporation;
     (b)  adopting  an  agreement  of  merger  or  consolidation  involving  the
          corporation;
     (c)  recommending to the stockholders the sale, lease or exchange of all or
          substantially all of the property and assets of the corporation;
     (d)  recommending to the stockholders a dissolution of the corporation or a
          revocation of a dissolution;
     (e)  adopting, amending or repealing any Bylaw;
     (f)  filling  vacancies  on the  board or on any  committee  of the  board,
          including the executive committee;

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     (g)  fixing the  compensation  of directors  for serving on the board or on
          any committee of the board, including the executive committee; or
     (h)  amending or repealing  any  resolution of the board which by its terms
          may be amended or repealed only by the board.

         Section 4.2.Other Committees. The board of directors may, by resolution
adopted by a majority of the entire board,  designate from among its members one
or more other committees, each of which shall, except as otherwise prescribed by
law, have such  authority of the board as may be specified in the  resolution of
the board  designating  such  committee.  A majority  of all the members of such
committee  may  determine its action and fix the time and place of its meetings,
unless the board shall otherwise provide.  The board shall have the power at any
time to change the  membership of, to increase or decrease the membership of, to
fill all  vacancies  in and to  discharge  any  such  committee,  or any  member
thereof, either with or without cause.

         Section  4.3.  Procedure;  Meetings;  Quorum.  Regular  meetings of the
executive  committee or any other committee of the board of directors,  of which
no notice shall be  necessary,  may be held at such times and places as shall be
fixed by  resolution  adopted  by a majority  of the  members  thereof.  Special
meetings of the executive committee or any other committee of the board shall be
called at the request of any member  thereof.  Notice of each special meeting of
the  executive  committee  or any other  committee of the board shall be sent by
mail, telegraph or telephone,  or be delivered personally to each member thereof
not later than the day before  the day on which the  meeting is to be held,  but
notice  need not be given to any member who  shall,  either  before or after the
meeting,  submit a signed waiver of such notice or who shall attend such meeting
without protesting, prior to or at its commencement,  the lack of such notice to
such  member.  Any  special  meeting  of the  executive  committee  or any other
committee of the board

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shall be a legal meeting  without any notice thereof  having been given,  if all
the members thereof shall be present thereat. Notice of any adjourned meeting of
any  committee of the board need not be given.  The  executive  committee or any
other  committee  of  the  board  may  adopt  such  rules  and  regulations  not
inconsistent with the provisions of law, the certificate of incorporation of the
corporation  or these  Bylaws for the conduct of its  meetings as the  executive
committee or any other committee of the board may deem proper. A majority of the
executive  committee  or any other  committee  of the board shall  constitute  a
quorum  for the  transaction  of  business  at any  meeting,  and the  vote of a
majority  of the  members  thereof  present at any  meeting at which a quorum is
present shall be the act of such committee.  In the absence or  disqualification
of a member, the remaining members, whether or not a quorum, may fill a vacancy.
The executive  committee or any other  committee of the board of directors shall
keep written minutes of its proceedings, a copy of which is to be filed with the
secretary of the corporation, and shall report on such proceedings to the board.

                                    ARTICLE 5
                                     NOTICES

         Section 5.l. Method.  Whenever, under the provisions of the statutes or
of the certificate of incorporation or of these Bylaws, notice is required to be
given to any director or stockholder, it shall not be construed to mean personal
notice,  but such notice may be given in  writing,  by mail,  addressed  to such
director  or  stockholder,  at his  address as it appears on the  records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail.
Notice to directors may also be given by telegram.

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         Section 5.2. Waiver.  Whenever any notice is required to be given under
the  provisions of the statutes or of the  certificate  of  incorporation  or of
these  Bylaws,  a waiver  thereof  in  writing,  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                    ARTICLE 6
                                    OFFICERS

         Section 6.1. Election,  Qualification.  The officers of the corporation
shall be chosen by the board of directors and shall be a president,  one or more
vice  presidents,  a secretary and a treasurer.  The board of directors may also
choose a chairman of the board, one or more assistant  secretaries and assistant
treasurers  and such other officers and agents as it shall deem  necessary.  Any
number of offices  may be held by the same  person,  unless the  certificate  of
incorporation or these Bylaws otherwise provide.

         Section 6.2. Salary.  The salaries of all  officers and  agents  of the
corporation shall be fixed by the board of directors.

         Section 6.3. Term, Removal.  The officers of the corporation shall hold
office until their  successors  are chosen and qualify.  Any officer  elected or
appointed  by  the  board  of  directors  may be  removed  at  any  time  by the
affirmative vote of a majority of the board of directors.  Any vacancy occurring
in any office of the corporation shall be filled by the board of directors.

         Section 6.4. Resignation.  Subject at all times to the right of removal
as provided in Section 6.3 of this Article 6, any officer may resign at any time
by giving  notice to the board of  directors,  the president or the secretary of
the corporation.  Any such resignation  shall take effect at the date of receipt
of such  notice  or at any  later  date  specified  therein;  provided  that the
president or, in the event of the  resignation  of the  president,  the board of
directors may designate

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an effective date for such resignation  which is earlier than the date specified
in such notice but which is not earlier than the date of receipt of such notice;
and, unless  otherwise  specified  therein,  the acceptance of such  resignation
shall not be necessary to make it effective.

         Section 6.5. Vacancies.  A  vacancy  in any  office because  of  death,
resignation,  removal or any other cause may be filled for the unexpired portion
of the term in the  manner  prescribed  in these  Bylaws  for  election  to such
office.

         Section 6.6. Chairman of the Board. The chairman of the board shall, if
there be such an officer,  preside at meetings of the board of directors and, if
present,  and in the  absence  of the  president,  preside  at  meetings  of the
stockholders.  The  chairman  of the board  shall  counsel  with and  advise the
president  and perform  such other  duties as the  president or the board or the
executive  committee  may  from  time to time  determine.  Except  as  otherwise
provided  by  resolution  of the  board,  the  chairman  of the  board  shall be
ex-officio a member of all  committees  of the board.  The chairman of the board
may sign and execute in the name of the  corporation  deeds,  mortgages,  bonds,
contracts or other instruments  authorized by the board of any committee thereof
empowered to authorize the same.

         Section 6.7.  President.  The  president  shall be the chief  executive
officer of the  corporation,  shall preside at all meetings of the  stockholders
and the board of  directors,  shall have  general and active  management  of the
business of the corporation and shall see that all orders and resolutions of the
board of directors are carried into effect.  He shall execute  bonds,  mortgages
and other contracts requiring a seal, under the seal of the corporation,  except
where  required or  permitted  by law to be  otherwise  signed and  executed and
except where the signing and execution  thereof shall be expressly  delegated by
the board of directors to some other officer or agent of the corporation.

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         Section 6.8. Vice  Presidents.  In the absence of the president and the
chairman of the board or, in the event of their inability or refusal to act, the
vice president (or in the event there be more than one vice president,  the vice
presidents in the order  designated by the  directors,  or in the absence of any
designation,  then in the order of their  election)  shall perform the duties of
the president,  and when so acting,  shall have all the powers of and be subject
to all the  restrictions  upon the president.  The vice presidents shall perform
such other duties and have such other powers as the board of directors  may from
time to time prescribe.

         Section 6.9. Secretary.  The secretary shall attend all meetings of the
board of  directors  and all  meetings  of the  stockholders  and record all the
proceedings of the meetings of the  corporation and of the board of directors in
a book to be kept for  that  purpose  and  shall  perform  like  duties  for the
standing  committees when required.  He shall give, or cause to be given, notice
of all  meetings  of the  stockholders  and  special  meetings  of the  board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president,  under whose  supervision  he shall be. He shall have
custody  of the  corporate  seal  of the  corporation  and he,  or an  assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed,  it may be attested by his signature or by the signature of
such assistant  secretary.  The board of directors may give general authority to
any  other  officer  to affix  the seal of the  corporation  and to  attest  the
affixing by his signature.

         Section 6.10. Assistant Secretary. The assistant secretary, or if there
be more than one, the assistant secretaries in the order determined by the board
of directors (or if there be no such  determination,  then in the order of their
election)  shall,  in the  absence  of the  secretary  or in  the  event  of his
inability  or refusal to act,  perform the duties and exercise the powers of the
secretary

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and shall  perform  such other duties and have such other powers as the board of
directors may from time to time prescribe.

         Section 6.11.  Treasurer.  The treasurer  shall have the custody of the
corporate  funds and  securities  and shall keep full and  accurate  accounts of
receipts  and  disbursements  in books  belonging to the  corporation  and shall
deposit all moneys and other  valuable  effects in the name and to the credit of
the  corporation  in such  depositories  as may be  designated  by the  board of
directors.  He shall disburse the funds of the  corporation as may be ordered by
the board of directors, taking proper vouchers for such disbursements, and shall
render to the president and the board of directors,  at its regular meetings, or
when the board of directors so requires,  an account of all his  transactions as
treasurer and of the financial condition of the corporation.  If required by the
board of  directors,  he shall give the  corporation a bond in such sum and with
such surety or sureties as shall be  satisfactory  to the board of directors for
the faithful  performance of the duties of his office and for the restoration to
the corporation,  in case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the corporation.

         Section 6.12. Assistant Treasurer. The assistant treasurer, or if there
shall be more than one, the assistant  treasurers in the order determined by the
board of directors (or if there be no such  determination,  then in the order of
their  election),  shall, in the absence of the treasurer or in the event of his
inability  or refusal to act,  perform the duties and exercise the powers of the
treasurer  and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

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                                    ARTICLE 7
                          INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, EMPLOYEES AND AGENTS

         Section 7.1.  Third-Party  Actions. The corporation shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason  of the fact that such  person is or was a
director or officer of the  corporation,  or is or was serving at the request of
the  corporation as a director or officer of another  corporation,  partnership,
joint  venture,  trust or other  enterprise,  against  all  expenses  (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.  The termination of
any action, suit or proceeding by judgment,  order, settlement,  conviction,  or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  and, with respect to any criminal action or proceeding,  that such
person had reasonable cause to believe that his or her conduct was unlawful.
         The corporation may indemnify any employee or agent of the corporation,
or any  employee  or agent  serving  at the  request  of the  corporation  as an
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  in the manner and to the extent that it shall  indemnify any
director or officer under this Section 7.1.

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         Section 7.2.  Derivative  Actions.  The corporation shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against all expenses (including attorneys' fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  except that no  indemnification  shall be made with respect to any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable for negligence or misconduct in the  performance of such person's duty to
the  corporation  unless and only to the extent  that the Court of  Chancery  of
Delaware or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  of Delaware or such
other court shall deem proper.

         Section 7.3.  Determination  of  Indemnification.  Any  indemnification
under Section 7.1 or 7.2 of this Article 7 (unless  ordered by a court) shall be
made  by the  corporation  only  as  authorized  in  the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is  proper in the  circumstances  because  such  person  has met the  applicable
standard  of  conduct  set forth in Section  7.1 or 7.2 of this  Article 7. Such
determination  shall be made (i) by a majority vote of the directors who are not
parties to such action, suit or proceeding,

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even though less than a quorum,  or (ii) if there are no such  directors,  or if
such directors so direct, by independent legal counsel in a written opinion,  or
(iii) by the stockholders.

         Section  7.4.  Right  to  Indemnification.  Notwithstanding  the  other
provisions of this Article 7, to the extent that a director,  officer,  employee
or agent of the  Corporation  has been  successful on the merits or otherwise in
defense of any action,  suit or proceeding  referred to in Section 7.1 or 7.2 of
this Article 7, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses  (including  attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         Section  7.5.  Advance of  Expenses.  Expenses  incurred in defending a
civil or criminal  action,  suit or proceeding may be paid by the corporation on
behalf  of a  director,  officer,  employee  or agent in  advance  of the  final
disposition  of such action,  suit or  proceeding  as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on behalf of
the  director,  officer,  employee or agent to repay such amount unless it shall
ultimately be determined  that such person is entitled to be  indemnified by the
corporation as authorized in this Article 7.

         Section  7.6.   Indemnification  Not  Exclusive.   The  indemnification
provided by this Article 7 shall not be deemed  exclusive of any other rights to
which  any  person  seeking  indemnification  may be  entitled  under  any  law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action  in such  person's  official  capacity  and as to  action  in  another
capacity  while holding such office,  and shall  continue as to a person who has
ceased to be a  director,  officer,  employee  or agent  and shall  inure to the
benefit of the heirs, executors and administrators of such a person.

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         Section  7.7.  Insurance.  The  corporation  may  purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity,  or arising out of
such  person's  status as such,  whether or not the  corporation  would have the
power to indemnify  such person against  liability  under the provisions of this
Article 7.

         Section 7.8. Definitions of Certain Terms. For purposes of this Article
7, references to "the corporation"  shall include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers,  employees  or agents,  so that any person who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article 7 with respect to the resulting or surviving corporation as such
person would have with respect to such  constituent  corporation if its separate
existence had continued.

         For purposes of this Article 7, references to "other enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan;  references
to "serving at the request of the  corporation"  shall  include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by such director,  officer,  employee or agent with respect
to an employee benefit plan, its participants,  or  beneficiaries;  and a person
who acted in good faith and in a

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<PAGE>



manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  corporation" as referred to in
this Article 7.

         Section 7.9. Liability of Directors.  Notwithstanding  any provision of
the  Certificate of  Incorporation  or any other provision  herein,  no director
shall be personally  liable to the  Corporation or any  stockholder for monetary
damages for breach of  fiduciary  duty as a  director,  except for any matter in
respect of which such  director  shall be liable under Section 174 of Title 8 of
the Delaware  Code  (relating to the Delaware  General  Corporation  Law) or any
amendment  thereto or successor  provision  thereto or shall be liable by reason
that, in addition to any and all other  requirements for such liability,  he (i)
shall have breached his duty of loyalty to the Corporation or its  stockholders,
(ii)  shall not have  acted in good  faith,  (iii)  shall have acted in a manner
involving intentional misconduct or a knowing violation of law or, in failing to
act, shall have acted in a manner involving intentional  misconduct or a knowing
violation of law or (iv) shall have derived an improper personal benefit.

                                    ARTICLE 8
                              CERTIFICATES OF STOCK

         Section 8.1.  Certificates.  Every  holder of stock in the  corporation
shall  be  entitled  to have a  certificate,  signed  by,  or in the name of the
corporation by, the chairman or vice chairman of the board of directors,  or the
president or a vice  president and the treasurer or an assistant  treasurer,  or
the  secretary or an  assistant  secretary of the  corporation,  certifying  the
number of shares owned by him in the corporation.

         Section 8.2.  Facsimile Signatures. Any of or all the signatures on the
certificate may be facsimile.  In case any officer,  transfer agent or registrar
who has signed or whose facsimile

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<PAGE>



signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer,  transfer agent or registrar before such certificate is issued,  it may
be issued by the  corporation  with the same effect as if he were such  officer,
transfer agent or registrar at the date of issue.

         Section 8.3. Lost 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  of stock  to be  lost,  stolen  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,  stolen 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 in such sum as it may
direct as indemnity  against any claim that may be made against the  corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

         Section 8.4.  Transfers of Stock.  Upon surrender to the corporation or
the transfer agent of the  corporation of a certificate for shares duly endorsed
or  accompanied  by proper  evidence of  succession,  assignment or authority to
transfer,  it shall be the duty of the corporation to issue a new certificate to
the  person  entitled  thereto,  cancel  the  old  certificate  and  record  the
transaction upon its books.

         Section 8.5.  Fixing  Record Date.  In order that the  corporation  may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders  or any  adjournment  thereof,  or to express  consent to corporate
action in  writing  without a meeting,  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

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of any other lawful action, the board of directors may fix, in advance, a record
date,  which shall not be more than sixty nor less than ten days before the date
of such  meeting,  nor more  than  sixty  days  prior  to any  other  action.  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 8.6. Registered Stockholders. The corporation shall be entitled
to recognize  the  exclusive  right of a person  registered  on its books as the
owner of shares to receive  dividends,  and to vote as such  owner,  and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
or interest in such share or shares on the part of any other person,  whether or
not it shall have express or other notice thereof,  except as otherwise provided
by the laws of Delaware.

                                    ARTICLE 9
                             AFFILIATED TRANSACTIONS

         Section  9.1.  Validity.  Except  as  otherwise  provided  for  in  the
certificate of incorporation and except as otherwise  provided in this Bylaw, if
Section 9.2 is satisfied, no contract or transaction between the corporation and
any of  its  directors,  officers  or  security  holders,  or  any  corporation,
partnership,  association or other  organization in which any of such directors,
officers or security holders are directly or indirectly financially  interested,
shall be void or voidable solely because of this relationship, or solely because
of the  presence  of the  director,  officer or  security  holder at the meeting
authorizing  the  contract  or  transaction,  or solely  because of his or their
participation  in the  authorization  of such contract or transaction or vote at
the meeting  therefor,  whether or not such  participation or vote was necessary
for the authorization of such contract or transaction.

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         Section 9.2. Disclosure, Approval;  Fairness.  Section 9.1  shall apply
only if:
                  (a)  the material facts as to the relationship or interest and
         as to the contract or transaction are disclosed or are known:
                           (i) to the board of directors (or committee  thereof)
                  and it nevertheless  in good faith  authorizes or ratifies the
                  contract  or  transaction  by  a  majority  of  the  directors
                  present,  each  such  interested  director  to be  counted  in
                  determining whether a quorum is present but not in calculating
                  the majority necessary to carry the vote; or
                           (ii)  to  the  stockholders  and  they   nevertheless
                  authorize or ratify the contract or  transaction by a majority
                  of the shares present at a meeting  considering  such contract
                  or transaction,  each such interested person  (stockholder) to
                  be counted in determining  whether a quorum is present and for
                  voting purposes; or 
                  (b) the contract or transaction is fair to the corporation  as
         of the time it is authorized  or ratified by the board of directors (or
         committee thereof) or the stockholders.

         Section 9.3. Nonexclusive.  This provision  shall not be  construed  to
invalidate a contract or transaction which would be valid in the absence of this
provision.

                                   ARTICLE 10
                               GENERAL PROVISIONS

         Section  10.1.  Dividends.  Dividends  upon  the  capital  stock of the
corporation,  subject to the provisions of the certificate of incorporation,  if
any,  may be  declared  by the board of  directors  at any  regular  or  special
meeting,  pursuant to law.  Dividends  may be paid in cash,  in property,  or in
shares of the capital  stock,  subject to the  provisions of the  certificate of
incorporation.

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         Section 10.2.  Reserves.  Before payment of any dividend,  there may be
set aside out of any funds of the  corporation  available for dividends such sum
or sums as the directors from time to time, in their absolute discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the corporation,  or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

         Section 10.3. Annual Statement. The board of directors shall present at
each annual meeting,  and at any special meeting of the stockholders when called
for by vote of the stockholders,  a full and clear statement of the business and
condition of the corporation.

         Section 10.4. Checks.  All checks or demands for money and notes of the
corporation  shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

         Section 10.5. Fiscal Year.  The fiscal year of the corporation shall be
fixed by resolution of the board of directors.

         Section 10.6. Seal. The corporate seal shall have inscribed thereon the
name of the  corporation,  the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                   ARTICLE 11
                                   AMENDMENTS

         Section 11.1. Amendments.  These Bylaws  may  be  altered, amended   or
repealed  or new Bylaws may be  adopted  by a  majority  of the entire  board of
directors,  at any  meeting  of  the  board  of  directors  if  notice  of  such
alteration, amendment, repeal or adoption of new Bylaws be

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<PAGE>


contained in the notice of such meeting.  The  stockholders  of the  corporation
shall have the power to adopt, amend or repeal any provisions of the Bylaws only
to the extent and in the manner provided in the certificate of  incorporation of
the corporation.



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