<PAGE>

                                                                    Exhibit 3.11

                                     BYLAWS

                                       OF

                           THE NATIONAL REGISTRY INC.,
                             a Delaware corporation
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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

STOCKHOLDERS..................................................................1
     Section I.l. Annual Meetings.............................................1
     Section I.2. Special Meetings............................................1
     Section I.3. Notice of Meetings..........................................1
     Section I.4. Adjournments................................................1
     Section I.5. Quorum......................................................2
     Section I.6. Organization................................................2
     Section I.7. Voting; Proxies.............................................2
     Section I.8. Fixing Date for Determination of Stockholders of Record.....3
     Section I.9. List of Stockholders Entitled to Vote.......................4
     Section I.l0. Action By Consent of Stockholders..........................4

BOARD OF DIRECTORS............................................................5
     Section II.1. Number; Qualifications; Powers.............................5
     Section II.2. Election: Resignation: Removal: Vacancies..................5
     Section II.3. Regular Meetings...........................................5
     Section II.4. Special Meetings...........................................5
     Section II.5. Telephonic Meetings Permitted..............................6
     Section II.6. Quorum and Manner of Action................................6
     Section II.7. Organization...............................................6
     Section II.8. Informal Action by Directors...............................6

COMMITTEES....................................................................6
     Section III.l. Committees................................................6
     Section III.2. Committee Rules...........................................7

OFFICERS......................................................................7
     Section IV.1. General....................................................7
     Section IV.2. Election...................................................7
     Section IV.3. Voting Securities Owned by the Corporation.................7
     Section IV.4. Chairman...................................................8
     Section IV.5. Vice Chairman..............................................8
     Section IV.6. President..................................................8
     Section IV.7. Vice Presidents............................................8
     Section IV.8. Secretary..................................................9
     Section IV.9. Treasurer..................................................9
     Section IV.l0. Assistant Secretaries....................................10
     Section IV.l1. Assistant Treasurers.....................................10
     Section IV.12. Other Officers...........................................10


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                                TABLE OF CONTENTS
                                   (continued)
                                                                            Page
                                                                            ----

STOCK.........................................................................10
     Section V.1. Certificates................................................10
     Section V.2. Lost, Stolen or Destroyed Stock Certificates; Issuance
                     of New Certificates......................................11
     Section V.3. Payment of Dividends........................................11

EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS.....................................11
     Section VI.l. General....................................................11
     Section VI.2. Proceedings Other Than Proceedings by or in the Right
                   of the Corporation.........................................11
     Section VI.3. Proceedings by or in the Right of the Corporation..........12
     Section VI.4. Indemnification for Expenses of a Party Who is Wholly
                      or Partly Successful....................................12
     Section VI.5. Indemnification for Expenses of a Witness..................12
     Section VI.6. Advancement of Expenses....................................13
     Section VI.7. Procedure for Determination of Entitlement to
                      Indemnification.........................................13
     Section VI.8. Presumptions and Effect of Certain Proceedings.............15
     Section VI.9. Remedies of Indemnitee.....................................16
     Section VI.10. Non-Exclusivity; Survival of Rights: Insurance;
                      Subrogation.............................................17
     Section VI.11. Severability..............................................18
     Section VI.12. Certain Persons Not Entitled to Indemnification or
                      Advancement of Expenses.................................19
     Section VI.13. Definitions...............................................19

MISCELLANEOUS.................................................................21
     Section VII.1. Fiscal Year...............................................21
     Section VII.2. Seal......................................................21
     Section VII.3. Waiver of Notice of Meetings of Stockholders,
                    Directors and Committees..................................21
     Section VII.4. Interested Directors: Quorum..............................21
     Section VII.5. Form of Records...........................................21
     Section VII.6. Notices...................................................22
     Section VII.7. Amendment of Bylaws.......................................22


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                                     BYLAWS

                           THE NATIONAL REGISTRY INC.

                                    ARTICLE I
                                  STOCKHOLDERS

      Section I.l. Annual Meetings. An annual meeting of stockholders shall be
held for the election of directors of the Corporation at such date, time and
place, either within or without the State of Delaware, as may be designated by
resolution of the board of directors of the Corporation (the "Board of
Directors") from time to time. Any other proper business may be transacted at
the annual meeting.

      Section I.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by (a) the Board of Directors or
(b) a committee of the Board of Directors which has been duly designated by the
Board of Directors and whose powers and authority, as provided in these Bylaws
or a resolution of the Board of Directors, include the power to call such
meetings, and shall be called by the Secretary of the Corporation at the request
of one or more stockholders holding a minimum of thirty percent (30%) of the
issued and outstanding shares of common stock of the Corporation, but such
special meetings may not be called by any other person or persons.

      Section I.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given, which shall state the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the written notice of any meeting
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. If
mailed, the notice shall be deemed to be given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

      Section I.4. Adjournments. Except as otherwise provided herein, any
meeting of stockholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need not be given of any
such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty (30) days, or if
after the adjournment a


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new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

      Section I.5. Quorum. At each meeting of stockholders, except where
otherwise provided by law or the Corporation's Certificate of Incorporation or
these Bylaws, the holders of a majority of the outstanding shares o(pound) each
class of stock entitled to vote at the meeting, present in person or by proxy,
shall constitute a quorum. In the absence of a quorum, the stockholders so
present may, by majority vote, adjourn the meeting form time to time in the
manner provided in Section I.4 of these Bylaws until a quorum shall attend.
Shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote 1n the election of directors
o(pound) such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right
o(pound) the Corporation to vote shares of stock, including but not limited to
its own stock, held by it in a fiduciary capacity.

      Section I.6. Organization. Meetings of stockholders shall be presided over
by the Chairman of the Board, if any, or, in his absence, by a Vice chairman of
the Board, if any, or, in his absence, by the President, or, in his absence, by
a Vice President, or, in the absence of the foregoing person, by a chairman
designated by the Board of Directors, or, in the absence of such designation, by
a chairman chosen at the meeting. The Secretary of the Corporation shall act as
secretary of the meeting, but, in his absence, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

      Section I.7. Voting; Proxies. Each stockholder entitled to vote at any
meeting of stockholders shall be entitled to one (1) vote for each share of
stock held by him which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him by proxy, which proxy must be executed in
writing but may be transmitted by facsimile or telegraphic means or by mail or
physical delivery, but no such proxy shall be voted or acted upon after three
(3) years from its date, unless the 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 stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy, or another duly executed proxy,
bearing a later time or date with the Secretary of the Corporation. Voting at
meetings of stockholders need not be by written ballot and need not be conducted
by inspectors


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unless the holders of a majority of the outstanding shares of all classes of
stock entitled to vote thereon present in person or by proxy at such meeting
shall so determine. At all meetings of stockholders for the election of
directors, a plurality of the votes cast shall be sufficient to elect directors.
All other elections and questions shall, unless otherwise provided by law or by
the Corporation's Certificate of Incorporation or these Bylaws, be decided by
the vote of the holders of a simple majority of the outstanding shares of stock
entitled to vote thereon present in person or by proxy at the meeting.

      Section I.8. Fixing Date for Determination of Stockholders of Record.

            (a) Subject to paragraph (b) hereof, 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 entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting, or more than sixty (60) days prior to any other
action. If no record date is fixed by the Board of Directors: (i) the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held; and (ii) the
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

            (b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix, in advance, a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors, and which record date shall not be more than ten (l0)
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 recorded date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior


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action by the Board of Directors is required by law, the Certificate of
Incorporation or these Bylaws, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in the State of Delaware,
its principal place of business or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a Corporation's registered office shall be by hand or
by certified mail, return receipt requested. If no recorded date has been fixed
by the Board of Directors and prior action by the Board of Directors is required
by law, the Certificate of Incorporation or the Bylaws, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

      Section I.9. List of Stockholders Entitled to Vote. The Secretary 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.
The 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. Upon the willful neglect or refusal of the directors of the Corporation
to produce such a list at any meeting for the election of directors, they shall
be ineligible for election to any office at such meeting. The stock ledger of
the corporation shall be the only evidence of the persons who are the
stockholders entitled to examine the stock ledger, the list of stockholders or
the books of the corporation, or to vote in person or by proxy at any meeting of
stockholders.

      Section I.10. Action By Consent of Stockholders. Unless otherwise
restricted by the Corporation's Certificate of Incorporation, any action
required or permitted to be taken at any annual or special meeting of the
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 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


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written consent shall be given to those stockholders who have not consented
thereto in writing.

                                   ARTICLE II
                               BOARD OF DIRECTORS

      Section II.1. Number; Qualifications; Powers. The Board of Directors shall
consist of not fewer than ______________ nor more than _______________ members.
The exact number of members of the Board of Directors shall be fixed form time
to time by the Board of Directors. Directors need not be stockholders. The Board
of Directors shall have full power to conduct, manage, and direct the business
and affairs of the Corporation, except as specifically reserved or granted to
the stockholders by statute, the Corporation's Certificate of Incorporation or
these Bylaws.

      Section II.2. Election: Resignation: Removal: Vacancies. At the first
annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one (1) year or until his successor is duly elected and qualified. Any director
may resign at any time upon written notice to the Corporation. Subject to
applicable law and any agreement among the stockholders to the contrary any
vacancy occurring on the Board of Directors for any reason shall be filled by a
majority o(pound)the remaining members of the Board of Directors, although such
majority is less than a quorum, or by a plurality of the votes cast at a meeting
of stockholders entitled to vote thereon, and each director so elected shall
hold office until the expiration of the term of office of the director whom he
has replaced or until his successor is duly elected and qualified.

      Section II.3. Regular Meetings. Regular meetings of the Board of Directors
may be held at such places within or without the State of Delaware and at such
times as the Board of Directors may from time to time determine, and if so
determined, notices thereof need not be given.

      Section II.4. Special Meetings. Special meetings of the Board of Directors
may be held at any time or place within or without the State of Delaware
whenever called by the Chairman of the Board of Directors, a Vice Chairman of
the Board of Directors, the President, an Executive Vice President, the
Secretary or by any two members of the Board of Directors acting together.
Reasonable notice thereof shall be given by the person or persons calling the
meeting, not later than the second day before the date of the special meeting.


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      Section II.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors may participate
in a meeting of the Board of Directors or such committee by means of conference
telephone Or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this bylaw shall constitute presence in person at such meeting.

      Section II.6. Quorum and Manner of Action. Except as may be otherwise
specifically provided by law, the Certificate of Incorporation or these Bylaws,
the presence of a majority of the authorized number of directors shall be
required to constitute a quorum for the transaction of business at any meeting
of the Board, and all matters shall be decided at any such meeting, a quorum
being present, by an affirmative vote of a majority of the directors present. In
the absence of a quorum, a majority of directors present at any meeting may
adjourn the same from time to time until a quorum shall be present. Notice of
any adjourned meeting need not be given. The directors shall act only as a
Board, and the individual directors shall have no powers as such.

      Section II.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his absence by a Vice
Chairman of the Board, if any, or in his absence by the President, or in their
absence by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

      Section II.8. Informal Action by Directors. Unless otherwise restricted by
the Corporation's Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board of Directors or such 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 of Directors or such committee.

                                   ARTICLE III
                                   COMMITTEES

      Section III.l. Committees. The Board of Directors may, by resolution
passed, designate one or more committees, each committee to consist of one or
more of the directors of the Corporation. The Board of Directors 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. Any such
committee, to the extent provided in the


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resolution of the Board of Directors shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers that may require it. Each committee shall keep regular
minutes and report to the Board of Directors when required.

      Section III.2. Committee Rules. Unless the Board of Directors otherwise
provided, each committee designated by the Board of Directors acting in
accordance with the Certificate of Incorporation and these Bylaws, may make,
alter and repeal rules for the conduct of its business. Subject to these Bylaws,
in the absence of such rules, each committee shall conduct its business in the
same manner as the Board of Directors conducts its business pursuant to Sections
II.3, II.4, II.5 and II.8 of these Bylaws.

                                   ARTICLE IV
                                    OFFICERS

      Section IV.1. General. The officers of the Company shall be chosen by the
Board of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors, in its discretion, may also choose a Chairman
of the Board, a Vice Chairman of the Board, and one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers and other officers. Any number of
offices may be held by the same person, unless otherwise prohibited by law, the
Certificate of Incorporation or these Bylaws. The officers of the Company need
not be stockholders or directors of the Company.

      Section IV.2. Election. The Board of Directors at its first meeting held
after each annual meeting of stockholders shall elect the officers of the
Company who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors; and all officers of the Company shall hold office until
their successors are chosen and qualified, or until their earlier resignation or
removal. Any officer elected 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 Company shall be filled by the Board of
Directors. The salaries of all officers of the Company shall be fixed by the
Board of Directors.

      Section IV.3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Company may be executed in the name of and
on behalf of the Company by such one or more officers and any such officer or
other person who is from time to time so authorized by the


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Board of Directors. Any such officer or other person may, in the name of and on
behalf of the Company, take all such action as such officer or other person
deems advisable, and may vote in person Or by proxy at any meeting of security
holders of any corporation in which the Company may own securities, and at any
such meeting shall possess and may exercise any and all rights and powers
incident to the ownership of such securities which, as the owner thereof, the
Company might have exercised and possessed if present.

      Section IV.4. Chairman. The Chairman, if there be one, shall perform such
duties and exercise such powers as from time to time may be assigned to him by
the Board of Directors.

      Section IV.5. Vice Chairman. The Vice Chairman, if there be one, shall
perform such duties and exercise such powers as from time to time may be
assigned to him by the Board of Directors. At the request of the Chairman or in
his absence or in the event of his inability or refusal to act, the Vice
Chairman shall perform the duties of the Chairman, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the Chairman.

      Section IV.6. President. The President shall, subject to the control of
the Board of Directors, have general supervision of the business of the Company
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. He shall sign and execute all bonds, mortgages, contracts
and other instruments of the Company requiring a seal, under the seal of the
Company, except where required or permitted by law to be otherwise signed and
executed and except that the other officers of the Company may sign and execute
documents when so authorized by these Bylaws or the Board of Directors. The
President shall be the Chief Executive Officer of the Company. The President
shall also perform such other duties and may exercise such other powers as from
time to time may be assigned to him by these Bylaws or by the Board of
Directors.

      Section IV.7. Vice Presidents. At the request of the President or in his
absence or in the event of his inability or refusal to act, unless the Board of
Directors shall designate another officer to do so, the Vice President or the
Vice Presidents, if there is one or more than one (in the order designated by
the Board of Directors) 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. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. The
Board of Directors may, and if there be no Vice President the Board of Directors
shall, designate the officer of the Company who, in the absence of the President
or in the event of the inability or refusal of the President to act, shall


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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.

      Section IV.8. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees 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 he shall be. If the Secretary shall be unable
or shall refuse to cause to be given notice of all meetings of the stockholders
and special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose
another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Company and the Secretary or any Assistant Secretary,
if there be one, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by the signature of the
Secretary or by the signature of any such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Company and to attest the affixing by his signature. The Secretary shall see
that all books, reports, statements, certificates and other documents and
records required by law to be kept or filed are properly kept or filed, as the
case may be.

      Section IV.9. Treasurer. The Treasurer, if there be one, 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 Company and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Company in such depositories as may be designated by the Board of
Directors. The Treasurer, if there be one, shall disburse the funds of the
Company as may be ordered by the Board of Directors, taking proper vouchers for
such disbursements, and shall render to the President and the Board of
Directors, at its regular meetings or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the financial condition
of the Company. If required by the Board of Directors, the Treasurer, if there
be one, shall give the Company a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the Company,
in case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the Company.


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      Section IV.l0. Assistant Secretaries. Except as otherwise provided in
these Bylaws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President or the Secretary, and in the absence of the
Secretary or in the event of his disability or refusal to act, shall perform the
duties of the Secretary, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Secretary.

      Section IV.l1. Assistant Treasurers. Assistant Treasurers, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President or the Treasurer, and
in the absence of the Treasurer or in the event of his disability or refusal to
act, shall perform the duties of the Treasurer, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Company a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Company, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Company.

      Section IV.12. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Company the power to choose
such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V
                                      STOCK

      Section V.1. Certificates. Every holder of shares of stock shall be
entitled to have a certificate signed by or in the name of the Corporation by
the Chairman or a Vice Chairman of the Board of Directors, if any, or the
President or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, of the Corporation, certifying the
number of shares owned by him in the Corporation. Any or all of the signatures
on the 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, that certificate may be issued by the
Corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.


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      Section V.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New
Certificates. The Corporation may issue a new certificate of stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify it 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 such new certificate.

      Section V.3. Payment of Dividends. Except as limited by law or the
Corporation's Certificate of Incorporation, the Board of Directors shall have
full power to determine whether any, and, if so, what part, of the funds legally
available for the payment of dividends shall be declared in dividends and paid
to the shareholders of the Corporation. The Board of Directors may set aside out
of any of the funds of the Corporation available for dividends a reserve for any
proper purpose, and from time to time may increase, diminish and vary such fund.

                                   ARTICLE VI
                               INDEMNIFICATION OF
                    EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS

      Section VI.l. General. The Corporation shall indemnify, and advance
Expenses (as hereinafter defined) to Indemnitee (as hereinafter defined) as
provided in this Article and to the fullest extent permitted by applicable law.

      Section VI.2. Proceedings Other Than Proceedings by or in the Right of the
Corporation. Indemnitee shall be entitled to the rights of indemnification
provided in this Article VI if, by reason of his Corporate Status (as
hereinafter defined), he is, or is threatened to be made, a party to any
threatened, pending or completed Proceeding (as hereinafter defined), other than
a proceeding by or in the right of the Corporation. Pursuant to this Article VI,
Indemnitee shall be indemnified against Expenses, judgments, penalties, fines
and amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such Proceeding or any claim, issue or matter therein,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal Proceeding, had no reasonable cause to believe his conduct was
unlawful.


                                       11
<PAGE>

      Section VI.3. Proceedings by or in the Right of the Corporation.
Indemnitee shall be entitled to the rights of indemnification provided in this
Article VI if, by reason of his Corporate Status, he is, or is threatened to be
made, a party to any threatened, pending or completed Proceeding brought by or
in the name of the Corporation to procure a judgment in its favor. Pursuant to
this Section, Indemnitee shall be indemnified against Expenses actually and
reasonably incurred by him or on his behalf in connection with such Proceeding
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation. Notwithstanding the foregoing,
no indemnification against such Expenses shall be made in respect of any claim,
issue or matter in such Proceeding as to which Indemnitee shall have been
adjudged to be liable to the Corporation if applicable law prohibits such
indemnification; provided, however, that, if applicable law so permits,
indemnification against Expenses shall nevertheless be made by the Corporation
in such event if and only to the extent that the Court of Chancery of the State
of Delaware, or the court in which such Proceeding shall have been brought or is
pending, shall determine.

      Section VI.4. Indemnification for Expenses of a Party Who is Wholly or
Partly Successful. Notwithstanding any other provision of this Article, to the
extent that Indemnitee is, by reason of his Corporate Status, a party to and is
successful, on the merits or otherwise, in any Proceeding, he shall be
indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith. If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Proceeding, the Corporation
shall indemnify Indemnitee against all Expenses actually and reasonably incurred
by him or on his behalf in connection with each successfully resolved claim,
issue or matter. For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such proceeding by dismissal with
or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.

      Section VI.5. Indemnification for Expenses of a Witness. Notwithstanding
any other provision of this Article, to the extent that Indemnitee is, by reason
of his Corporate Status, a witness in any Proceeding, he shall be indemnified
against all Expenses actually and reasonably incurred by him or On his behalf in
connection therewith.


                                       12
<PAGE>

      Section VI.6. Advancement of Expenses. The Corporation shall advance all
reasonable Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding within twenty (20) days after the receipt by the Corporation of a
statement or statements from Indemnitee requesting such advance or advances from
time to time, whether prior to or after final disposition of the Proceeding. The
statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by an undertaking by
or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately
be determined that Indemnitee is not entitled to be indemnified against such
Expenses.

      Section VI.7. Procedure for Determination of Entitlement to
Indemnification.

            (a) To obtain indemnification under this Article; Indemnitee shall
submit to the Corporation a written request, including therein or therewith such
documentation and information as is reasonably available to Indemnitee and is
reasonably necessary to determine whether and to what extent Indemnitee is
entitled to Indemnification. The Secretary of the Corporation shall, promptly
upon receipt of a request for indemnification, advise the Board of Directors in
writing that Indemnitee has requested indemnification.

            (b) Upon written request by Indemnitee for indemnification, a
determination, if required by applicable law, with respect to Indemnitee's
entitlement thereto shall be made in the specific case: (i) if a Change in
Control (as hereinafter defined) shall have occurred, by Independent Counsel (as
hereinafter defined) (unless Indemnitee shall request that the determination be
made by the Board of Directors or the stockholders; in which case by the person
or persons or in the manner provided for in clauses (ii) or (iii) of this
Section VI.7(b>>) in a written opinion to the Board of Directors, a copy of
which shall be delivered to Indemnitee; (ii) if a Change of Control shall not
have occurred, (A) by the Board of Directors by a majority vote of a quorum
consisting of Disinterested Directors (as hereinafter defined), or (B) if a
quorum of the Board of Directors consisting of Disinterested Directors is not
obtainable or, even if obtainable, such quorum of Disinterested Directors so
directs, by Independent Counsel in a written opinion to the Board of Directors,
a copy of which shall be delivered to Indemnitee, or (C) by the Disinterested
Stockholders of the Corporation; Or (iii) as provided in Section VI.8 of this
Article; and, if it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten (10) days after
such determination. Indemnitee shall cooperate with the person; persons or
entity making such determination with respect to Indemnitee's entitlement to
indemnification; including providing


                                       13
<PAGE>

to such person, persons or entity upon reasonable advance request any
documentation or information which is not privileged or otherwise protected from
disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any costs or expenses (including attorneys'
fees and disbursements) incurred by Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the
Corporation (irrespective of the determination as to Indemnitee's entitlement to
indemnification) and the Corporation hereby agrees to indemnify and hold
Indemnitee harmless therefrom.

            (c) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section VI.7(b) of this
Article, the Independent Counsel shall be selected as provided in this Section
VI.7(c). If a Change of Control shall not have occurred, the Independent Counsel
shall be selected by the Board of Directors, and the Corporation shall give
written notice to Indemnitee advising him of the identity of the Independent
Counsel so selected. If a Change of Control shall have occurred, the Independent
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that
the selection be made by the Board of Directors, in which event the preceding
sentence shall apply), and Indemnitee shall give written notice to the
Corporation advising it of the identity of the Independent Counsel so selected.
In either event, Indemnitee or the Corporation, as the case may be, may, within
seven (7) days after the written notice of selection shall have been given,
deliver to the Corporation or to Indemnitee, as the case may be, a written
objection to the selection. The objection may be asserted only on the ground
that the Independent Counsel so selected does not meet the requirements of
"Independent Counsel" as defined in Section VI.13 of this Article, and the
objection shall set forth with particularity the factual basis of the assertion.
If the written objection is made, the Independent Counsel so selected may not
serve as Independent Counsel unless and until a court has determined that the
objection is without merit. If, within twenty (20) days after submission by
Indemnitee of a written request for indemnification pursuant to Section VI.7(a)
of this Article, no Independent Counsel shall have been selected and not
objected to, either the Corporation or Indemnitee may petition the Court of
Chancery of the State of Delaware or other court of competent jurisdiction for
resolution of any objection which shall have been made by the Corporation or
Indemnitee to the other's selection of Independent Counsel and/or for the
appointment as Independent Counsel of a person selected by the Court or by such
other person as the Court shall designate, and the person with respect to whom
an objection is so resolved Or the person so appointed shall act as Independent
Counsel under Section VI.7(b) hereof. The Corporation shall pay any and all
reasonable fees and expenses of Independent Counsel incurred by the Independent
Counsel in connection with acting pursuant to


                                       14
<PAGE>

      Section VI.7(b) hereof, and the Corporation shall pay all reasonable fees
and expenses incident to the procedures of this Section VI.7(c), regardless of
the manner in which the Independent Counsel was selected or appointed. Upon the
due commencement of any judicial proceeding or arbitration pursuant to Section
VI.9(a)(iii) of this Article, Independent Counsel shall be discharged and
relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).

      Section VI.8. Presumptions and Effect of Certain Proceedings.

            (a) If a Change of Control shall have occurred, in making a
determination with respect to entitlement to indemnification hereunder, the
person, persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Article if Indemnitee has
submitted a request for indemnification in accordance with Section VI.7(a)
o(pound) this Article, and the Corporation shall have the burden of proof to
overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption.

            (b) If the person, persons or entity empowered or selected under
Section VI.7 of this Article to determine whether Indemnitee is entitled to
indemnification shall not have made the determination within 60 days after
receipt by the Corporation of the request therefor, the requisite determination
of entitlement to indemnification shall be deemed to have been made and
Indemnitee shall be entitled to the indemnification, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to
make Indemnitee's statement not materially misleading, in connection with the
request for indemnification, or (1i) a prohibition of the indemnification under
applicable law; provided, however, that the sixty (60) day period may be
extended for a reasonable time, not to exceed an additional thirty (30) days, of
the person, persons or entity making the determination with respect to
entitlement to indemnification in good faith requires the additional time for
the obtaining or evaluating of documentations and/or information relating
thereto; and provided, further, that the foregoing provisions of this Section
VI.8(b) shall not apply (A) if the determination of entitlement to
indemnification is to be made by the stockholders pursuant to Section VI.7(b)
o(pound) this Article and if (1) within fifteen (15) days after receipt by the
Corporation o(pound) the request for such determination the Board of Directors
has resolved to submit such determination to the stockholders (pound)or their
consideration at an annual meeting thereof to be held within seventy-five (75)
days after such receipt and such determination is made thereat, or (2) a special
meeting o(pound) stockholders is called within fifteen (15) days after such


                                       15
<PAGE>

receipt for the purpose of making such determination, such meeting is held for
such purpose within sixty (60) days after having been 60 called and such
determination is made thereat, or (B) if the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section VI.7(b)
of this Article.

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

      Section VI.9. Remedies of Indemnitee.

            (a) In the event that: (1) a determination is made pursuant to this
Article that Indemnitee is not entitled to indemnification under this Article;
(ii) advancement of Expenses is not timely made pursuant to Section VI.6 of this
Article; (iii) the determination of entitlement to indemnification is to be made
by Independent Counsel pursuant to Section VI.7(b) of this Article and such
determination shall not have been made and delivered in a written opinion within
ninety (90) days after receipt by the Corporation of the request for
indemnification; (iv) payment of indemnification is not made pursuant to Section
VI.5 of this Article within ten (10) days after receipt by the Corporation of a
written request therefor; or (v) payment of indemnification is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to
indemnification or the determination is deemed to have been made pursuant to
Section VI.B of this Article, Indemnitee shall be entitled to an adjudication in
an appropriate court of the State of Delaware, or in any other court of
competent jurisdiction, of his entitlement to such indemnification or
advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an
award in arbitration to be conducted by a single arbitrator pursuant to the
rules of the American Arbitration Association. Indemnitee shall commence the
proceeding seeking an adjudication or any award in arbitration within 180 days
following the date on which Indemnitee first has the right to commence such
proceeding pursuant to this Section VI.9(a). The Corporation shall not oppose
Indemnitee's right to seek any such adjudication or award in arbitration.

            (b) In the event that a determination shall have been made pursuant
to Section VI.7 of this Article that Indemnitee is not entitled to
indemnification, any judicial


                                       16
<PAGE>

proceeding or arbitration commenced pursuant to this Section VI.9 shall be
conducted in all respects as a de novo trial, or arbitration, on the merits and
Indemnitee shall be prejudiced by reason or that adverse determination. If a
Change of Control shall have occurred, in any judicial proceeding or arbitration
commenced pursuant to this Section VI.9 the Corporation shall have the burden of
providing that Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be.

            (c) If a determination shall have been made or deemed to have been
made pursuant to Section VI.7 or VI.8 of this Article that Indemnitee is
entitled to indemnification, the Corporation shall be bound by such
determination in any judicial proceeding or arbitration commenced pursuant to
this Section VI.9, absent (i) a misstatement by Indemnitee of a material fact,
or any omission of a material fact necessary to make Indemnitee's statement not
materially misleading, in connection with the request for indemnification, or
(ii) a prohibition of the indemnification under applicable law.

            (d) The Corporation shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section VI.9 that
the procedures and presumptions of this Article are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Corporation is bound by all the provisions of this Article.

            (e) In the event that Indemnitee, pursuant to this Section VI.9,
seeks a judicial adjudication of or an award in arbitration to enforce his
rights under, or to recover damages for breach of, this Article, Indemnitee
shall be entitled to recover from the Corporation, and shall be indemnified by
the Corporation against, any and all expenses (of the types described in the
definition of Expenses in Section VI.13 of this Article) actually and reasonably
incurred by him in such judicial adjudication or arbitration, but only if he
prevails therein. If it shall be determined in said judicial adjudication or
arbitration that Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses incurred by
Indemnitee in connection with the judicial adjudication or arbitration shall be
appropriately prorated.

      Section VI.10. Non-Exclusivity; Survival of Rights: Insurance;
Subrogation.

            (a) The rights of indemnification and to receive advancement of
Expenses as provided by this Article shall not be deemed exclusive of any other
rights to which indemnitee may at any time be entitled under applicable law, the
Corporation's Certificate of Incorporation, these Bylaws, any agreement, a vote


                                       17
<PAGE>

of stockholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Article or of any provision hereof shall be
effective as to any Indemnitee with respect to any action taken or omitted by
such Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal. The provisions of this Article shall continue as to any Indemnitee whose
Corporate Status has ceased and shall inure to the benefit of his heirs,
executors and administrators.

            (b) To the extent that the Corporation maintains an insurance policy
or policies providing liability insurance for directors, officers, employees,
agents or fiduciaries of the Corporation or of any other Corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which such person serves at the request of the Corporation; Indemnitee shall be
covered by such policy or policies in accordance with its or their terms to the
maximum extent of the coverage available for any such director, officer,
employee or agent under such policy or policies.

            (c) In the event of any payment under this Article, the Corporation
shall be subrogated to the extent of such payment of all of the rights of
recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such rights, including execution of such documents as
are necessary to enable the Corporation to bring suit to enforce such rights.

            (d) The Corporation shall not be liable under this Article to make
any payment of amounts otherwise indemnifiable hereunder if and to the extent
that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

      Section VI.11. Severability. If any provision or provisions of this
Article shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, (a) the validity, legality and enforceability of the remaining
provisions of this Article (including without limitation, each portion of any
Section of this Article containing any such provision held to be invalid,
illegal or enforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby, and (b) to the fullest
extent possible, the provisions of this Article (including, without limitation,
each portion of any Section of this Article containing any such provision held
to be invalid, illegal Or unenforceable, that is not itself invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.


                                       18
<PAGE>

      Section VI.12. Certain Persons Not Entitled to Indemnification or
Advancement of Expenses. Notwithstanding any other provision of this Article, no
person shall be entitled to indemnification or advancement of Expenses under
this Article with respect to any Proceeding, or any claim therein, brought or
made by him against the Corporation.

      Section VI.13. Definitions. For purposes of this Article:

            (a) "Change in Control" means a change in control of the Corporation
occurring after the Effective Date of a nature that would be required to be
reported in response to Item 5(f) of Schedule l4A of Regulation l4A (or in
response to any similar item on any similar schedule or form) promulgated under
the Securities Exchange Act of 1934 (the "Act"), whether or not the Corporation
is then subject to such reporting requirement; provided, however, that, without
limitation, such a Change in Control shall be deemed to have occurred if after
the Effective Date: (i) any "person (as such term is used in Sections 13(d) and
14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule l3d-3
under the Act), directly or indirectly, of securities of the Corporation
representing more than 50% of the combined voting power of the Corporation's
then outstanding securities without the prior approval of at least two-thirds of
the members of the Board of Directors in office immediately prior to such person
attaining such percentage interest; (ii) the Corporation is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board of Directors in office immediately
prior to such transaction or event constitute less than a majority of the Board
of Directors thereafter; or (iii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors (including for this purpose any new director whose election or
nomination for election by the Corporation's stockholders was approved by a vote
of at least two-thirds of the directors then still in office who were directors
at the beginning of such period) cease for any reason to constitute at least a
majority of the Board of Directors.

            (b) "Corporate Status" means the status of a person who is or was a
director, officer, employee, agent or fiduciary of the Corporation or of any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise which such person is or was serving at the request of the
Corporation.

            (c) "Disinterested Director" means a director of the Corporation who
is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


                                       19
<PAGE>

            (d) "Disinterested Stockholder" means a stockholder of the
Corporation who is not and was not a party to the proceeding in respect of which
indemnification is sought by Indemnitee.

            (e) "Effective Date" means the date the Corporation was incorporated
under the laws of the State of Delaware.

            (f) "Expenses" shall include all reasonable attorney's fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, or being or preparing to be a witness in
a Proceeding.

            (g) "Indemnitee" includes any person who is, or. is threatened to be
made, a witness in or a party to any Proceeding as described in Sections VI.2,
VI.3, VI.4 or VI.5 of this Article by reason of his Corporate Status.

            (h) "Independent Counsel" means a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) the
Corporation or Indemnitee in any matter material to either such party, or (ii)
any other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall
not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Corporation or Indemnitee in any action to determine Indemnitee's
rights under this Article.

            (i) "Proceeding" includes any action, suit, arbitration, alternate
dispute resolution mechanism, investigation, administrative hearing Or any other
proceeding whether civil, criminal, administrative or investigative, except one
initiated by an Indemnitee pursuant to Section VI.7 to enforce his rights under
this Article.


                                       20
<PAGE>

                                   ARTICLE VII
                                  MISCELLANEOUS

      Section VII.1. Fiscal Year. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

      Section VII.2. Seal. The corporate seal shall have the name of the
Corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

      Section VII.3. Waiver of Notice of Meetings of Stockholders, Directors and
Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning. of the meeting, to the
transaction of any business because the ( meeting is not lawfully called or
convened, and does so object. Neither the business to he transacted at, nor the
purpose of any regular or special meeting of the stockholders, directors, or
members of a committee of directors need be specified in any written waiver of
notice.

      Section VII.4. Interested Directors: Quorum. No contract or transaction
shall be void or voidable solely because the contract or transaction is between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest; not shall any such contract or
transaction be void or voidable solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if: (a) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or the committee in good faith authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested Directors being less than a quorum; or (b) the material facts as
to his relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders or (C) the contract or transaction is fair as to the Corporation as
of the time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

      Section VII.5. Form of Records. Any records maintained by the Corporation
in the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs,


                                       21
<PAGE>

microphotographs, or any other information storage device, provided that the
records so kept can be converted into clearly legible form within a reasonable
time. The Corporation shall so convert any records so kept upon the request of
any person entitled to inspect such records.

      Section VII.6. Notices. Any notice, request or communication required or
permitted to be given to the Corporation or any other person by law, the
Certificate of Incorporation or these Bylaws, shall be in writing and either
delivered in person Or sent by telex, telegram or certified or registered mail,
postage prepaid, return receipt requested, (a) if to the Corporation, to the
Secretary of the Corporation and shall be effective only upon receipt by the
Secretary, and (b) if to any other person, to that person at his last address on
the Corporation's records.

      Section VII.7. Amendment of Bylaws. These Bylaws may be altered or
repealed, and new Bylaws made, by the Board of Directors.


                                       22
<PAGE>

                            CERTIFICATE OF SECRETARY

                                       OF

                           THE NATIONAL REGISTRY INC.,
                             a Delaware corporation

I, the undersigned, certify that:

      1. I am the duly appointed and acting Secretary of The National Registry
Inc., a Delaware corporation (the "Corporation"); and

      2. The foregoing Bylaws are a complete and correct copy of the Bylaws of
this Corporation as adopted by the sole director of this Corporation effective
as of October 23, 1991, and such Bylaws have not been altered or repealed and
are in full force and effect as of the date set forth below.

      IN WITNESS WHEREOF, I have subscribed my name as of this 23rd day of
October, 1991.


                                         ---------------------------------------
                                         James P. Mitchell, Secretary


                                       23