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                                                                   EXHIBIT 3.2


                           THIRD AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                            COMPUTRON SOFTWARE, INC.
                            (a Delaware corporation)
                                   * * * * * *
                                    ARTICLE I

                                     OFFICES

            1. The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

            2. The corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II
                                  STOCKHOLDERS

            1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock
in the corporation shall be signed by, or in the name of, the corporation or by
the President or a Vice-President and by the Treasurer of an Assistant
Treasurer or the Secretary or an Assistant Secretary of the corporation. As sued
herein the terms, Preferred Stock, Series A Preferred Stock, Series B Preferred
Stock, Conversion Shares, Voting Common Stock
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and Non-Voting Common Stock shall be as defined in the Certificate of
Incorporation, as amended and restated.

            Any or all of the signatures on any such certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate 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.

            Whenever the corporation shall issue any shares of its stock as
partly paid stock, the certificates representing such partly paid stock shall
set forth thereon the statements prescribed by the General Corporation Law. The
certificates representing shares shall also set forth the statements prescribed
by the General Corporation Law regarding the various classes or series of stock.
Any restrictions on the transfer or registration of transfer of any shares of
stock of any class or series shall be noted conspicuously on the certificate
representing such shares.

            The corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by it,
alleged to have been lost, stolen, or destroyed, and the Board of Directors may
require the owner of the lost,


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stolen, or destroyed certificate, or his legal representative, to give the
corporation a bond sufficient to indemnify the corporation against any claim
that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new certificate
or uncertificated shares.

            2. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and, in the case of shares represented by certificates, on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.

            3. RECORD DATE FOR STOCKHOLDERS. 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, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed


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by the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. 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. In order that the corporation may
determine the stockholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be more than ten
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining the stockholders entitled to consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by the General Corporation Law, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the corporation having custody of the book in which
proceedings of meetings of


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stockholders are recorded. Delivery made to the corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by the General Corporation Law, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the day on which
the Board of Directors adopts the resolution taking such prior action. In order
that the corporation may determine the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
stockholder entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

            4. DIVIDENDS. Subject to the provisions of the Certification of
Incorporation, as amended and restated, the Board of Directors may, out of funds
legally available therefor at any regular or special meeting, declare dividends
upon the capital stock of the corporation as and when they deem expedient.


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Before declaring any dividends there may be set apart out of any funds of the
corporation available for dividends, such sum or sums as the directors from time
to time in their discretion deem proper working capital or as a reserve fund to
meet contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.

            5. STOCKHOLDER MEETINGS.

                  - TIME. The annual meeting shall be held at such place and at
such time and date as the Board of Directors by resolution, shall determine and
as set forth in the notice of the meeting. In the event the Board of Directors
fails to so determine the time, date and place of the meeting, the annual
meeting of stockholders shall be held at the principal business office of the
corporation on the first Tuesday in October. At the time of adoption of these
Amended and Restated Bylaws the principal business office of the corporation is
301 Route 17 North, Rutherford, New Jersey 07070. A special meeting shall be
held on the date and at the time fixed by the directors.

                  - PLACE. Annual meetings and special meetings shall be held at
such place, within or without the State of Delaware, as the directors may, from
time to time, fix. Whenever the directors shall fail to fix such place, the
meeting shall be held at the principal business office of the corporation.


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                  - CALL. Annual meetings and special meetings may be called by
(i) any two directors or by any officer instructed by the directors to call the
meeting, or (ii) any holder or holders of at least 25% of the outstanding shares
of Preferred Stock or Voting Common Stock, voting as a separate class.

                  - NOTICE OR WAIVER OF NOTICE. Written notice of all meetings
shall be given, stating the place, date, hour of the meeting and the place
within the city or other municipality or community at which the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting and
shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. The notice of a
special meeting shall in all instances state the purpose or purposes for which
the meeting is called. The notice of any meeting shall also include, or be
accompanied by, any additional statements, information, or documents prescribed
by the General Corporation Law. Except as otherwise provided by the General
Corporation Law, a copy of the notice of any meeting shall be given, personally
or by mail, not less than ten days nor more than sixty days before the date of
the meeting, unless the lapse of the prescribed period of time shall have been
waived, and directed to each stockholder at his record address or at such other
address which he may have furnished by request in writing to the Secretary of
the


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corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States Mail. If a meeting is adjourned to
another time, no more than thirty days hence, and/or to another place, and an
announcement of the adjourned time and/or place is made at the meeting, it shall
not be necessary to give notice of the adjourned meeting unless the directors,
after adjournment, fix a new record date for the adjourned meeting. Notice need
not be given to any stockholder who submits a written waiver of notice signed by
him before or after the time stated therein. Attendance of a stockholder at a
meeting of stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

                  - STOCKHOLDER 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, 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


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period of at least ten days prior to the meeting, either at a place within the
city or other municipality or community 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. The stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by this section or the books of the corporation, or to
vote at any meeting of stockholders.

                  - CONDUCT OF MEETING. Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting the President, a Vice-President, or, if none of the foregoing
is in office and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the corporation, or in his voting absence, an
Assistant Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present the Chairman of the meeting
shall appoint a secretary of the meeting.

                  - PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating


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at a meeting, or expressing consent or dissent without a meeting. Every proxy
must be signed by the stockholder or by his attorney-in-fact. No proxy shall be
voted or acted upon after three years from its date unless such proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and, if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation generally.

                  - INSPECTORS. The directors, in advance of any meeting, may,
but need not, appoint one or more inspectors of election to act at the meeting
or any adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspectors at such meeting
with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum,, the validity and effect of proxies, and shall
receive


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votes, ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots, or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, questions, or matter determined by
him or them and execute a certificate of any fact found by him or them.

                  - QUORUM. Except as otherwise provided in the Certificate of
Incorporation, as amended and restated, the holders of outstanding shares of
stock possessing a majority of the stock voting rights shall constitute a quorum
at a meeting of stockholders for the transaction of any business. The
stockholders present may adjourn the meeting despite the absence of a quorum.

                  - VOTING. Each holder of record of Common Stock shall be
entitled to one vote for each share of Common Stock in such holder's name on the
books of the corporation and, except as otherwise expressly provided in the
Certificate of Incorporation, as amended and restated, or as otherwise required
by law, each holder of Series A Preferred Stock and/or Series B Preferred Stock
shall be entitled to vote on all matters and shall be entitled to that number of
votes equal to the largest number of whole shares of voting capital stock into
which such holder's


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shares of Series A Preferred Stock and/or Series B Preferred Stock could be
converted at the record date for the determination of stockholders entitled to
vote on such matter or, if no such record date is established, at the date such
vote is taken or any written consent of stockholders is solicited. Except as
otherwise expressly provided in the Certificate of Incorporation, as amended and
restated, or as otherwise required by law, or any agreement to which the
corporation and the stockholders are a party, the holders of shares of Series A
Preferred Stock, Series B Preferred Stock and Common Stock shall vote together
(or render written consents in lieu of a vote) as a single class on all matters
submitted to the stockholders of the corporation and such action shall be
authorized by a majority of the votes cast. In the election of directors, and
for any other action, voting need not be by ballot.

            6. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as otherwise provided
in the Certificate of Incorporation, as amended and restated, or as required by
law or any agreement to which the corporation and the stockholders are a party,
any action required by the General Corporation Law to be taken at any annual or
special meeting of stockholders, or any action which maybe taken at any annual
or special meeting of stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to


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authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholder who have not consented in writing. Action taken pursuant to
this paragraph shall be subject to the provisions of Section 228 of the General
Corporation Law.

                                   ARTICLE III
                                    DIRECTORS

            1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
of the corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.

            2. QUALIFICATIONS AND NUMBER. The number of directors which shall
constitute the whole board shall be determined by resolution of the Board of
Directors or by the stockholders at the annual meeting of the stockholders,
except as provided in Section 3 of this Article, and each director elected shall
hold office until his successor is elected and qualified. Directors need not
be stockholders.


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            3. ELECTION AND TERM. Vacancies and new created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. If, at the
time of filling any vacancy or any newly created directorship, the directors
then in office shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
of the total number of the shares at the time outstanding having the right to
vote for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

            4. MEETINGS.

                  - TIME. Meetings shall be held at such time as the Board shall
fix, except that the first meeting of a newly elected Board shall be held as
soon after its election as the directors may conveniently assemble.


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                  - PLACE. Meetings shall be held at such place within or
without the State of Delaware as shall be fixed by the Board.

                  - CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called by or
at the direction of the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, or the President, or any two directors or any holder of holders
of at least 25% of the outstanding shares of Preferred Stock or the Voting
Common Stock, voting as a separate class.

                  - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Confirmational
notice shall be required for regular meetings for which the time and place have
been fixed at least twenty (20) days prior to the regular meeting. Notice of the
time and place shall be given for special meetings at least five (5) business
days prior to the special meeting. As used herein, notice shall be effective if
provided by first class mail, hand delivery, overnight courier service or
electronic facsimile transmission. Notice need not be given to any director or
to any member of a committee of directors who submits a written waiver of notice
signed by him before or after the time stated therein. Attendance of any such
person at a meeting shall constitute a waiver of notice of such meeting, except
when he attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the


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meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
directors need be specified in any written waiver of notice.

                  - QUORUM AND ACTION. A majority of the directors present,
whether or not a quorum is present, may adjourn a meeting to another time and
place. Except as herein otherwise provided, and except as otherwise provided by
the General Corporation Law, or any agreement to which the corporation is a
party, the vote of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board. The quorum and voting
provisions herein stated shall not be construed as conflicting with any
provisions of the General Corporation Law and these Bylaws which govern a
meeting of directors held to fill vacancies and newly created directorships in
the Board or action of disinterested directors.

            Any member or member so the Board of Directors or of any committee
designated by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.

                  - CHAIRMAN OF THE MEETING. The Chairman of the Board, if any
and if present and acting, shall preside at all


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meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and
acting, or the President, if present and acting, or any other director chosen by
the Board, shall preside.

            5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the
General Corporation Law, any director may be removed, with or without cause, by
the holders of a majority of the shares then entitled to vote an election of
directors.

            6. COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
shall consist of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of any member of any such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not she/he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board, shall have and may exercise the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation with the exception of any authority the
delegation of which is prohibited by Section 141 of the General Corporation Law,
and may authorize the seal of the corporation to be affixed


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to all papers which may require it. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.

                  - EXECUTIVE COMMITTEE. The Executive Committee shall have such
powers and shall perform such duties as the Board may delegate to it in writing
from time to time, including the immediate oversight and management of the
business and affairs of the corporation, except that the Executive Committee
shall have no power to declare dividends or to adopt, amend, or repeal the
bylaws of the corporation.

            The Executive Committee shall be organized and shall perform its
functions as directed by the Board of Directors and shall report periodically to
the Board of Directors. The Executive Committee shall act by a majority of the
members thereof, and any action duly taken by the Executive Committee within the
course and scope of its authority shall be binding on the corporation. The
Executive Committee may be abolished at any time by the vote of a majority of
the entire Board of Directors, and during the course of the Executive
Committee's existence, the membership thereof may be increased or decreased and
the authority and duties of the Executive Committee changed by the Board of
Directors as it may deem appropriate.

                  - FINANCE COMMITTEE. The Finance Committee shall have such
powers and shall perform such duties as the Board of


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Directors may delegate to it in writing from time to time, including the
immediate oversight of the financial affairs of the corporation. The Finance
Committee shall act by a majority of the members thereof, and any action taken
by the Finance Committee shall be binding on the corporation. The Finance
Committee may be abolished at any time by the role of a majority of the entire
Board of Directors and during the course of the Finance Committee's existence,
the membership thereof may be increased or decreased and the authority and
duties of the committee changed by the Board of Directors as it may deem
appropriate.

            - COMPENSATION COMMITTEE. The Compensation Committee shall have such
powers and shall perform such duties as the Board of Directors may delegate to
it in writing from time to time, including the immediate oversight of the
compensation received by the officers, directors and employees of the
corporation. The Compensation Committee shall act by a majority of the members
thereof, and any action duly taken by the Compensation Committee shall be
binding on the corporation. The Compensation Committee may be abolished at any
time by the role of a majority of the entire Board of Directors and during the
course of the Compensation Committee's existence, the membership thereof may be
increased or decreased and the authority and duties of the Compensation
Committee changed by the Board of Directors as it may deem appropriate.


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            7. WRITTEN ACTION. 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 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 proceedings of the Board or committee.

                                   ARTICLE IV
                                    OFFICERS

            1. OFFICERS. The officers of the corporation shall consist of a
President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or
desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of
the Board, an Executive Vice-President, one of more other Vice-Presidents, one
or more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers with such titles as the resolution of the Board of Directors choosing
them shall designate. Except as may otherwise be provided in the resolution of
the Board of Directors choosing him, no officer other than the Chairman or
Vice-Chairman of the Board, if any, need be a director. Any number of offices
may be held by the same person, as the directors may determine.

            Unless otherwise provided in the resolution choosing him, each
officer shall be chosen for a term which shall continue until the meeting of the
Board of Directors following the next


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annual meeting of the stockholders and until his successor shall have been
chosen and qualified.

            All officers of the corporation shall have such authority and
perform such duties in the management and operation of the corporation as shall
be prescribed in the resolutions of the Board of Directors designating and
choosing such officers and prescribing their authority and duties, and shall
have such additional authority and duties as are incident to their office except
to the extent that such resolutions may be inconsistent therewith. The Secretary
or an Assistant Secretary of the corporation shall record all of the proceedings
of all meetings and actions in writing of stockholders, directors, and
committees of directors, and shall exercise such additional authority and
perform such additional duties as the Board shall assign to him. Any officer may
be removed, with or without cause, by the Board of Directors. Any vacancy in any
office may be filled by the Board of Directors.

            2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint
such officers an agents as it may deem advisable, who shall hold their offices
for such terms and shall exercise such power and perform such duties as shall be
determined from time to time by the Board of Directors.

            3. CHAIRMAN. The Chairman of the Board of Directors, if one shall be
elected, shall preside at all meetings of the


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Board of Directors and shall have and perform such other duties as from time to
time may be assigned to him by the Board of Directors.

            4. PRESIDENT. The President shall be the chief executive officer of
the corporation and shall have the general powers and duties of supervision and
management usually vested in the office of the President of a corporation. He
shall have the authority, without specific Board of Director approval, to enter
into and accept all contracts and agreements in the ordinary course of business
(including without limitation, any computer software or computer licensing
contract or maintenance agreement) to execute or accept contracts, purchase
orders, sales orders, etc. from customer, to purchase materials or supplies, to
buy or lease office or plant facilities, to sign checks, drafts or other
instruments or orders for the payment of money, to make withdrawals, to open
bank accounts or designate depositories for the corporation, to hire or
terminate employees and to establish and/or change salary, bonus, perquisites or
other benefits of employees. He shall preside at all meetings of the
stockholders if present thereat, and in the absence or non-election of the
Chairman of the Board of Directors, at all meetings of the Board of Directors,
and shall have general supervision, direction and control of the business of the
corporation. Except as the Board of Directors shall authorize the execution
thereof in some other manner, he shall execute bonds, mortgages, and other
contracts on behalf of the corporation, and shall cause the seal to be affixed


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to an instrument requiring it and when so affixed the seal shall be attested by
the signature of the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer.

            5. VICE-PRESIDENT. Each Vice-President shall have such powers and
shall perform such duties as shall be assigned to him by the Board of Directors.

            6. TREASURER. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the corporation. He shall deposit all moneys
and other valuables in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors.

            The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, or the President, taking proper vouchers for
such disbursements. He shall render to the President and Board of Directors at
the regular meetings of the Board of Directors, or whenever they may request it,
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 for the faithful discharge of his duties in such amount and
with such surety as the board shall prescribe.


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            7. SECRETARY. The Secretary shall give, or cause to be given, notice
of all meetings of stockholders and directors, and all other notices required by
law or by these Bylaws, and in case of his absence or refusal or neglect so to
do, any such notice may be given by an person thereunto directed by the
President, or by the directors, or stockholders, upon whose requisition the
meeting is called as provided in these Bylaws. He shall record all the
proceedings of the meetings of the corporation and of directors in a book to be
kept for that purpose. He shall keep in a safe custody the seal of the
corporation, and when authorized by the Board of Directors, affix the same to
any instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of any assistant secretary.

            8. ASSISTANT TREASURERS & ASSISTANT SECRETARIES. Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the Board of Directors.

                                    ARTICLE V
                                 CORPORATE SEAL

            The corporate seal shall be in such form as the Board of Directors
shall prescribe.


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<PAGE>   25
                                   ARTICLE VI
                                   FISCAL YEAR

            The fiscal year of the corporation shall be the calendar year and
shall be subject to change by the Board of Directors.

                                   ARTICLE VII
                                 INDEMNIFICATION

            The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his 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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<PAGE>   26
                                  ARTICLE VIII
                               CONTROL OVER BYLAWS

            Subject to the provisions of the certificate of incorporation and
the provisions of the General Corporation Law, the power to amend, alter, or
repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of
Directors or by the stockholders.


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