EXHIBIT 3.2


                                     BYLAWS

                                       OF

                                  PROBEX CORP.



<PAGE>

<TABLE>
<CAPTION>


                                                     BYLAWS OF
                                                   PROBEX CORP.

                                                 TABLE OF CONTENTS

<S>                        <C>                                                                                   <C>

ARTICLE I - OFFICES...............................................................................................1
         Section 1.1.      Registered Office.  ...................................................................1
                           -----------------
         Section 1.2.      Other Offices.  .......................................................................1
                           -------------

ARTICLE 2 - MEETINGS OF STOCKHOLDERS..............................................................................1
         Section 2.l.      Place of Meetings......................................................................1
                           -----------------
         Section 2.2.      Annual Meetings........................................................................1
                           ---------------
         Section 2.3.      Notice of Annual Meeting.  ............................................................2
                           ------------------------
         Section 2.4.      Voting List.  .........................................................................2
                           -----------
         Section 2.5.      Special Meetings.......................................................................2
                           ----------------
         Section 2.6.      Notice of Special Meetings.............................................................2
                           --------------------------
         Section 2.7.      Quorum.  ..............................................................................3
                           ------
         Section 2.8.      Order of Business.  ...................................................................3
                           -----------------
         Section 2.9.      Majority Vote..........................................................................4
                           -------------
         Section 2.10.     Method of Voting.......................................................................4
                           ----------------

ARTICLE 3 - DIRECTORS.............................................................................................5
         Section 3.1.      General Powers.........................................................................5
                           --------------
         Section 3.2.      Number of Directors.  .................................................................5
                           -------------------
         Section 3.3.      Election Qualification and Term of Office of Directors.  ..............................5
                           ------------------------------------------------------
         Section 3.4.      Nomination of Directors.  .............................................................5
                           -----------------------
         Section 3.5.      Regular Meetings.  ....................................................................7
                           ----------------
         Section 3.6.      Special Meetings.......................................................................7
                           ----------------
         Section 3.7.      Quorum, Majority Vote.  ...............................................................7
                           ---------------------
         Section 3.8.      Action Without Meeting.................................................................7
                           ----------------------
         Section 3.9.      Telephone and Similar Meetings.........................................................8
                           ------------------------------
         Section 3.10.     Notice of Meetings.  ..................................................................8
                           ------------------
         Section 3.11.     Rules and Regulations..................................................................8
                           ---------------------
         Section 3.12.     Resignations.  ........................................................................9
                           ------------
         Section 3.13.     Removal of Directors...................................................................9
                           --------------------
         Section 3.14.     Vacancies..............................................................................9
                           ---------
         Section 3.15.     Compensation of Directors.  ...........................................................9
                           -------------------------

ARTICLE 4 - EXECUTIVE AND OTHER COMMITTEES.......................................................................10
         Section 4.1.      Executive Committee...................................................................10
                           -------------------
         Section 4.2.      Other Committees.  ...................................................................11
                           ----------------
         Section 4.3.      Procedure; Meetings; Quorum.  ........................................................11
                           ---------------------------



                                                         i

<PAGE>

ARTICLE 5 - NOTICES..............................................................................................13
         Section 5.l.      Method................................................................................13
                           ------
         Section 5.2.      Waiver.  .............................................................................13
                           ------

ARTICLE 6 - OFFICERS.............................................................................................13
         Section 6.1.      Election, Qualification.  ............................................................13
                           -----------------------
         Section 6.2.      Salary.  .............................................................................14
                           ------
         Section 6.3.      Term, Removal.  ......................................................................14
                           -------------
         Section 6.4.      Resignation...........................................................................14
                           -----------
         Section 6.5.      Vacancies.............................................................................14
                           ---------
         Section 6.6.      Chairman of the Board.  ..............................................................14
                           ---------------------
         Section 6.7.      President.............................................................................15
                           ---------
         Section 6.8.      Vice Presidents.  ....................................................................15
                           ---------------
         Section 6.9.      Secretary.  ..........................................................................16
                           ---------
         Section 6.10.     Assistant Secretary...................................................................16
                           -------------------
         Section 6.11.     Treasurer.  ..........................................................................16
                           ---------
         Section 6.12.     Assistant Treasurer.  ................................................................17
                           -------------------

ARTICLE 7 - INDEMNIFICATION OF DIRECTORS,
         OFFICERS, EMPLOYEES AND AGENTS..........................................................................17
         Section 7.1.      Third-Party Actions...................................................................17
                           -------------------
         Section 7.2.      Derivative Actions.  .................................................................18
                           ------------------
         Section 7.3.      Determination of Indemnification.  ...................................................19
                           --------------------------------
         Section 7.4.      Right to Indemnification. ............................................................19
                           ------------------------
         Section 7.5.      Advance of Expenses.  ................................................................20
                           -------------------
         Section 7.6.      Indemnification Not Exclusive.  ......................................................20
                           -----------------------------
         Section 7.7.      Insurance.  ..........................................................................20
                           ---------
         Section 7.8.      Definitions of Certain Terms..........................................................20
                           ----------------------------
         Section 7.9.      Liability of Directors.  .............................................................21
                           ----------------------

ARTICLE 8 - CERTIFICATES OF STOCK................................................................................22
         Section 8.1.      Certificates..........................................................................22
                           ------------
         Section 8.2.      Facsimile Signatures.  ...............................................................22
                           --------------------
         Section 8.3.      Lost Certificates.  ..................................................................22
                           -----------------
         Section 8.4.      Transfers of Stock....................................................................23
                           ------------------
         Section 8.5.      Fixing Record Date.   ................................................................23
                           ------------------
         Section 8.6.      Registered Stockholders.  ............................................................23
                           -----------------------

ARTICLE 9 - AFFILIATED TRANSACTIONS..............................................................................24
         Section 9.1.      Validity.  ...........................................................................24
                           --------
         Section 9.2.      Disclosure, Approval; Fairness.  .....................................................24
                           ------------------------------
         Section 9.3.      Nonexclusive.  .......................................................................25
                           ------------

ARTICLE 10 - GENERAL PROVISIONS..................................................................................25
         Section 10.1.     Dividends.............................................................................25
                           ---------
         Section 10.2.     Reserves.  ...........................................................................25
                           --------


                                                        ii

<PAGE>



         Section 10.3.     Annual Statement......................................................................26
                           ----------------
         Section 10.4.     Checks.  .............................................................................26
                           ------
         Section 10.5.     Fiscal Year...........................................................................26
                           -----------
         Section 10.6.     Seal.  ...............................................................................26
                           ----

ARTICLE 11 - AMENDMENTS..........................................................................................26
         Section 11.1.     Amendments............................................................................26
                           ----------



                                                        iii
</TABLE>

<PAGE>




                                  PROBEX CORP.


                                     BYLAWS


                                    ARTICLE I

                                     OFFICES

         Section  1.1.   Registered   Office.   The  registered  office  of  the
Corporation 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  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  2000,  shall  be held at the  time  and  place to be
selected by the Board of  Directors.  If such day is a legal  holiday,  then the
annual meeting shall be held on the next  following  business day. At the annual
meeting,  the  stockholders  shall elect a Board of Directors  and transact such
other business as may properly be brought before the meeting.


                                        1

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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 (10) nor more
than sixty (60) days before the date of the annual 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 (10) 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 (10) 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 the Chairman of the Board or the
President  and shall be called by the  President  or Secretary at the request in
writing of a majority of the Board of  Directors.  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 (10)
nor  more  than  sixty  (60)  days  before  the  date  of the  meeting,  to each
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.


                                        2

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         Section 2.7. Quorum.  The holders of a majority of the voting power (as
determined by the Certificate of  Incorporation of the Corporation) 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 the 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
(30)  days,  or if after  the  adjournment  a new  record  date is fixed for the
adjourned  meeting,  a notice of the  adjourned  meeting  shall be given to each
stockholder of record entitled to vote at the 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:  Chairman of the Board,  President,  Vice  Presidents  (in the order of
their  seniority  if more  than  one),  Secretary  and  Treasurer.  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


                                        3

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Corporation, 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 voting power (as  determined by the
Certificate of Incorporation of the Corporation) of the stock of the Corporation
possessing 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  Delaware  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, 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 5 of the  Certificate  of  Incorporation
relating to the rights of the holders of


                                        4

<PAGE>



any class or series of stock  having a  preference  over the common  stock as to
dividends or upon liquidation, the number of directors constituting the Board of
Directors  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.
The number of directors of the Corporation shall not be less than one (1).

         Section 3.3.  Election  Qualification  and Term of Office of Directors.
Subject to the provisions set forth in the  Certificate  of  Incorporation,  the
number of directors  shall be fixed in such manner as may be  determined  by the
vote of a majority of the  directors  then in office.  The Board of Directors of
the  corporation  shall  be  classified  as  set  forth  in the  Certificate  of
Incorporation  and the  directors  of each such  class  shall be  elected at the
annual meeting of stockholders  held for the same year in which the term of such
class expires as set forth in the Certificate of  Incorporation.  Directors need
not be stockholders of unless so required by the Certificate of Incorporation or
these Bylaws,  wherein  other  qualifications  for directors may be  prescribed.
Elections  of  directors  need  not be by  written  ballot.  A  majority  of the
directors  may elect from its members a chairman.  The chairman,  if any,  shall
hold this office until his successor shall have been elected and qualified.

         Section  3.4.  Nomination  of  Directors.  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 (a)


                                        5

<PAGE>



with  respect to an  election to be held at an annual  meeting of  stockholders,
ninety (90) days in advance of such meeting, and (b) 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  (7th) day  following  the date on which
notice of such  meeting is first given to  stockholders.  Each such notice shall
set forth:  (i) the name and address of the  stockholder who intends to make the
nomination  and of the  person  or  persons  intended  to be  nominated;  (ii) 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;  (iii) 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;  (iv) 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 (v) 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.  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 of Directors.

         Section  3.6.  Special  Meetings.  Special  meetings  of the  Board  of
Directors 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 of Directors consists of only one director,


                                        6

<PAGE>



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 3.7.  Quorum,  Majority  Vote.  At all meetings of the Board of
Directors, 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 3.8. 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 a consent  in  writing,  setting  forth the
action so taken shall be signed by all of the directors or committee members, as
the case may be,  entitled to vote with respect to the subject  matter  thereof,
and such  consent  shall have the same force and  effect,  as of the date stated
therein, as a unanimous vote of such directors or committee members, as the case
may be, and may be stated as such in any  document  filed with the  Secretary of
State of Delaware  or in any  certificate  or other  document  delivered  to any
person.  The consent may be in one or more counterparts so long as each director
or committee member signs one of the  counterparts.  The signed consent shall be
placed in the minute books of the Corporation.

         Section  3.9.   Telephone  and  Similar   Meetings.   Unless  otherwise
restricted by the Certificate of Incorporation  or these Bylaws,  members of the
Board of Directors,  or any committee  thereof,  may participate in a meeting of
the Board of Directors, or such committee, by


                                        7

<PAGE>



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  3.10.  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  of  Directors  shall  be sent by mail,
facsimile,  telephone or electronic transmission,  or be delivered personally to
each director at such director's residence or usual place of business,  at least
one (1) day before the day on which 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 3.11. 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 of
Directors may deem proper.

         Section 3.12. 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.

         Section 3.13. Removal of Directors.  Unless otherwise restricted by the
Delaware  statutes,  by the Certificate of Incorporation or by these Bylaws, any
director or the entire Board of

                                        8

<PAGE>



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  3.14.  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 may 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 such office and until such  successor  shall have been  elected
and qualified.

         Section 3.15. 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 of special or standing committees may
be allowed like compensation for attending committee meetings.



                                        9

<PAGE>

                                    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 of  Directors,  designate
annually  two (2) 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 of Directors,  all the powers and authority of the
Board  of  Directors  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 of Directors, 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 of  Directors  or on any
         committee of the Board of Directors, including the executive committee;

                  (g) fixing the  compensation  of directors  for serving on the
         Board of  Directors  or on any  committee  of the  Board of  Directors,
         including the executive committee; or


                                       10

<PAGE>



                  (h)  amending  or  repealing  any  resolution  of the Board of
         Directors  which by its terms may be  amended or  repealed  only by the
         Board of Directors.


         Section  4.2.  Other  Committees.   The  Board  of  Directors  may,  by
resolution  adopted by a majority of the entire  Board of  Directors,  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 of Directors as
may be specified in the  resolution of the Board of Directors  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 of Directors
shall otherwise provide. The Board of Directors 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 of
Directors 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
of Directors shall be sent by mail, facsimile, telephone or electronic
transmission, 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 of Directors shall be a

                                       11

<PAGE>



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 of Directors need not be given.  The executive  committee
or any other  committee  of 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
as the executive committee or such other committee of the Board of Directors may
deem proper.  A majority of the members of the executive  committee or any other
committee  of  the  Board  of  Directors  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.  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 of Directors.

                                    ARTICLE 5
                                     NOTICES

         Section 5.l.  Method.  Whenever,  under the  provisions of the Delaware
statutes,  of the  Certificate of  Incorporation  or of these Bylaws,  notice is
required to be given to any director or stockholder, and the method of notice is
not  otherwise  specified  herein,  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 such person's  address as it appears on the records
of the Corporation,  with postage thereon  prepaid,  or by telecopy or facsimile
transmission or by electronic transmission and such notice shall be deemed to be
given at the time when the same shall be


                                       12

<PAGE>



deposited  in the  United  States  mail or, in the case of  telecopy,  facsimile
transmission or electronic transmission, upon confirmation of receipt.

         Section 5.2. Waiver.  Whenever any notice is required to be given under
the provisions of the statutes,  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


                                       13

<PAGE>



effect at the date of  receipt  of such  notice or at any later  date  specified
therein;  provided,  however,  that  the  President  or,  in  the  event  of the
resignation of the President,  the Board of Directors may designate 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,  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
Board of Directors or the executive  committee may from time to time  determine.
Except as  otherwise  provided  by  resolution  of the Board of  Directors,  the
Chairman  of the Board shall be  ex-officio  a member of all  committees  of the
Board of  Directors.  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  Directors  or any  committee  thereof  empowered to
authorize the same.

         Section 6.7. President. The President shall also be the Chief Executive
Officer of the  Corporation,  shall preside at all meetings of the  stockholders
(in the absence of the Chairman of the Board) and the Board of Directors (in the
absence of the Chairman of the Board),  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.  The President  shall execute
bonds,


                                       14

<PAGE>



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.

         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 if there  shall 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,  shall record all the
proceedings of the meetings of the Board of Directors and of the stockholders in
a book to be kept for that purpose,  and shall perform like duties for the other
committees  designated by the Board of Directors  when  required.  The Secretary
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  the  Secretary  shall be. The  Secretary  shall have custody of the
corporate seal of the Corporation and the Secretary,  or an Assistant Secretary,
shall have authority to affix the same to any  instrument  requiring it. When so
affixed,  the corporate seal may be attested by the Secretary's  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 such officer's signature.


                                       15

<PAGE>



         Section 6.10. Assistant Secretary.  The Assistant Secretary, if any (or
if there  shall  be more  than  one,  the  Assistant  Secretaries  in the  order
determined  by  the  Board  of  Directors,   or  in  the  absence  of  any  such
determination, then in the order of their election) shall, in the absence of the
Secretary  or in the  event of the  Secretary's  inability  or  refusal  to act,
perform the duties and exercise the powers of the  Secretary  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.  The Treasurer  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 the Treasurer's  transactions as Treasurer and of the financial condition of
the Corporation. If required by the Board of Directors, the Treasurer 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 the Treasurer's office and for the restoration to the Corporation,  in
case of the Treasurer's death,  resignation,  retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in the
Treasurer's  possession  or  under  the  Treasurer's  control  belonging  to the
Corporation.

         Section 6.12. Assistant Treasurer.  The Assistant Treasurer, if any (or
if  there  shall  be more  than  one,  the  Assistant  Treasurers  in the  order
determined  by  the  Board  of  Directors,   or  in  the  absence  of  any  such
determination, then in the order of their election), shall, in the absence



                                       16

<PAGE>



of the Treasurer or in the event of the Treasurer's 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.
                                    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.


                                       17

<PAGE>



         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.

         Section 7.2.  Derivative  Actions.  The  Corporation  may 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,


                                       18

<PAGE>



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 (a) by the Board of Directors by a majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit  or  proceeding;  (b) if  such a  quorum  is not  obtainable,  or,  even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or (c) 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



                                       19

<PAGE>



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.

         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

                                       20

<PAGE>



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 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  of the  Corporation  or of these Bylaws,  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 (a)  shall  have  breached  his duty of  loyalty  to the  Corporation  or its
stockholders;  (b) shall not have acted in good faith; (c) 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 (d) 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 of the Board,  or the President or a Vice President
and the Treasurer or an Assistant Treasurer, or the Secretary


                                       21

<PAGE>



or an Assistant  Secretary of the  Corporation,  certifying the number of shares
owned by such stockholder 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  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 such person 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 such owner's  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.


                                       22

<PAGE>



         Section 8.5.  Fixing the 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 of any other lawful  action,  the Board of Directors may fix, in
advance,  a record  date,  which shall not be more than sixty (60) nor less than
ten (10) days  before  the date of such  meeting,  nor more than sixty (60) 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 of the Corporation 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

                                       23

<PAGE>



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 such  person's  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.

         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:

                           (1) 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

                           (2)  to  the  stockholders   and  they   nevertheless
                  authorize or ratify the contract or  transaction by a majority
                  of the  voting  power (as  determined  by the  Certificate  of
                  Incorporation  of the  Corporation) 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.  (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.

                                       24

<PAGE>



                                   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  of
the  Corporation,  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 of the Corporation.

         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 Board of  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 majority  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.

                                       25

<PAGE>


         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,  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  contained  in the
notice of such meeting. The stockholders of the Corporation shall have the power
to amend,  alter or repeal any  provision of these Bylaws only to the extent and
in the manner provided by statue and in the Certificate of  Incorporation of the
Corporation.

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