<PAGE> 1
BY-LAWS
OF
EXABYTE CORPORATION

TABLE OF CONTENTS

                                               Page

ARTICLE 1 - Stockholders                         1

1.1   Place of Meetings                          1
1.2   Annual Meeting                             1
1.3   Special Meetings                           2
1.4   Notice of Meetings                         3
1.5   Voting List                                3
1.6   Quorum                                     3
1.7   Adjournments                               3
1.8   Voting and Proxies                         4
1.9   Action at Meeting                          4
1.10  Action without Meeting                     4

ARTICLE 2 - Directors                            4

2.1   General Powers                             4
2.2   Number; Election and Qualification;
       Classes of Directors                      5
2.3   Enlargement of the Board                   6
2.4   Term of Office                             6
2.5   Resignation                                6
2.6   Regular Meetings                           6
2.7   Special Meetings                           6 
2.8   Notice of Special Meetings                 6
2.9   Meetings by Telephone Conference Calls     7
2.10  Quorum                                     7
2.11  Action at Meeting                          7
2.12  Action by Consent                          7
2.13  Removal                                    7
2.14  Committees                                 7
2.15  Compensation of Directors                  8

ARTICLE 3 - Officers                             8

3.1   Enumeration                                8
3.2   Election                                   8
3.3   Qualification                              8
3.4   Tenure                                     8
3.5   Resignation and Removal                    9
3.6   Vacancies                                  9
3.7   Chairman of the Board and Vice-Chairman
       of the Board                              9
3.8   President                                  9
3.9   Vice Presidents                           10
3.10  Secretary and Assistant Secretaries       10
3.11  Treasurer and Assistant Treasurers        10
3.12  Salaries                                  11




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ARTICLE 4 - Capital Stock                       11

4.1   Issuance of Stock                         11
4.2   Certificates of Stock                     11
4.3   Transfers                                 12
4.4   Lost, Stolen or Destroyed Certificates    12
4.5   Record Date                               12

ARTICLE 5 - Indemnification                     13

ARTICLE 6 - Restrictions on Transfer of
  Common Stock                                  17

6.1   Restrictions on Transfer                  17
6.2   Notice and Offer                          17
6.3   Effect of Failure to Purchase
       Shares and of Tender of Purchase
       Price; Prohibited Transfers              18
6.4   Exceptions to Transfer Restrictions       19
6.5   Termination of Restrictions               19
6.6   Stock Restriction Agreements              19
6.7   Restrictive Legend                        20
6.8   Waiver                                    20

ARTICLE 7 - General Provisions                  20

7.1   Fiscal Year                               20
7.2   Corporate Seal                            20
7.3   Waiver of Notice                          20
7.4   Voting of Securities                      20
7.5   Evidence of Authority                     20
7.6   Certificate of Incorporation              21
7.7   Transactions with Interested Parties      21
7.8   Severability                              21
7.9   Pronouns                                  21

ARTICLE 8 - Amendments                          22

8.1   By the Board of Directors                 22
8.2   By the Stockholders                       22



















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PAGE (1)
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BY-LAWS
OF
EXABYTE CORPORATION


ARTICLE 1  - Stockholders
 
 
1.1   Place of Meetings.  All meetings of stockholders shall be held at such
place within or without the State of Delaware as may be designated from time
to time by the Board of Directors or the President or, if not so designated,
at the registered office of the corporation.
 
1.2   Annual Meeting.
(a) The annual meeting of the stockholders of the corporation, for the purpose
of election of directors and for such other business as may lawfully come
before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors. 

(b)  At an annual meeting of the stockholders, only such business shall be 
conducted as shall have been properly brought before the meeting.  To be
properly brought before an annual meeting, business must be: (A) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (B) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (C) 
otherwise properly brought before the meeting by a stockholder.  For business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary
of the corporation.  To be timely, a stockholder's notice must be delivered
to or mailed and received at the principal executive offices of the
corporation not less than one hundred twenty (120) calendar days in advance
of the date of the corporation's proxy statement released to stockholders in
connection with the previous year's annual meeting of stockholders; provided,
however, that in the event that no annual meeting was held in the previous
year or the date of the annual meeting has been changed by more than thirty
(30) days from the date contemplated at the time of the previous year's
proxy statement, notice by the stockholder to be timely must be so received
a reasonable time before the solicitation is made.  A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting: (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (ii) the name and address, as they appear
on the corporation's books, of the stockholder proposing such business, (iii)
the class and number of shares of the corporation which are beneficially owned
by the stockholder, (iv) any material interest of the stockholder in such
business and (v) any other information that is required to be provided by the
stockholder pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended, in his capacity as a proponent to a stockholder proposal.
Notwithstanding the foregoing, in order to include information with respect
to a stockholder proposal in the proxy statement and form of proxy for a
stockholders' meeting, stockholders must provide notice as required by the
regulations promulgated under the Securities and Exchange Act of 1934, as
amended.  Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at any annual meeting except in accordance with
the procedures set forth in this paragraph (b).  The chairman of the annual
meeting shall, if the facts warrant, determine and declare at the meeting that
<PAGE> 4
business was not properly brought before the meeting and in accordance with
the provisions of this paragraph (b), and, if he should so determine, he shall
so declare at the meeting that any such business not properly brought before
the meeting shall not be transacted.

(c)  Only persons who are nominated in accordance with the procedures set 
forth in this paragraph (c) shall be eligible for election as directors.  
Nominations of persons for election to the Board of Directors of the 
corporation may be made at a meeting of stockholders by or at the direction 
of the Board of Directors or by any stockholder of the corporation entitled 
to vote in the election of directors at the meeting who complies with the 
notice procedures set forth in this paragraph (c).  Such nominations, other 
than those made by or at the direction of the Board of Directors, shall be 
made pursuant to timely notice in writing to the Secretary of the corporation 
in accordance with the provisions of paragraph (b) of this Section 1.2.  Such 
stockholder's notice shall set forth (i) as to each person, if any, whom the 
stockholder proposes to nominate for election or re-election as director: (A) 
the name, age, business address and residence address of such person, (B) the 
principal occupation or employment of such person, (C) the class and number 
of shares of the corporation which are beneficially owned by such person, 
(D) a description of all arrangements of understandings between the 
stockholder and each nominee and any other person or persons (naming such 
person or persons) pursuant to which the nominations are to be made by the 
stockholder, and (E) any other information relating to such person that is 
required, in each case pursuant to Regulation 14A under the 1934 Act 
(including without limitation such person's written consent to being named 
in the proxy statement, if any, as a nominee and to serving as a director if 
elected); and (ii) as to such stockholder giving notice, the information 
required to be provided pursuant to paragraph (b) of this Section 1.2.  At 
the request of the board of Directors, any person nominated by a stockholder 
for election as a director shall furnish to the Secretary of the corporation 
that information required to be set forth in the stockholder's notice of 
nomination which pertains to the nominee.  No person shall be eligible for 
election as a director of the corporation unless nominated in accordance with 
the procedures set forth in this paragraph (c).  The chairman of the meeting 
shall, if the facts warrant, determine and declare at the meeting that a 
nomination was not made in accordance with the procedures prescribed by these 
Bylaws, and if he should so determine, he shall so declare at the meeting, 
and the defective nomination shall be disregarded. 
  
PAGE (2)
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1.3  Special Meetings.  
(a)  Special meetings of the stockholders of the corporation may be called,
for any purpose or purposes, by (i) the Chairman of the Board, (ii) the
President, or (iii) the Board of Directors pursuant to a resolution adopted by
a majority of the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the time any
such resolution is presented to the Board for adoption) or (iv) by the
holders of shares entitled to cast not less than ten percent (10%) of the
votes at the meeting, and shall be held at such place, on such date, and at
such time as they or he shall fix.

(b)  If a special meeting is called by any person or persons other than the
Board of Directors, the request shall be in writing, specifying the time of
such meeting and the general nature of the business proposed to be transacted,
and shall be delivered personally or sent by registered mail or by telegraphic
or other facsimile transmission to the Chairman of the Board, the President,

<PAGE> 5
any Vice President, or the Secretary of the corporation.  No business may be
transacted at such special meeting otherwise than specified in such notice. 
The officer receiving the request shall cause notice to be promptly given to
the stockholders entitled to vote, in accordance with the provisions of
Section 7 of these By-Laws, that a meeting will be held not less than thirty-
five (35) nor more than sixty (60) days after the receipt of the request.  If
the notice is not given within twenty (20) days after the receipt of the
request, the person or persons requesting the meeting may give the notice.
Nothing contained in this paragraph (b) shall be construed as limiting,
fixing, or affecting the time when a meeting of stockholders called by action
of the Board of Directors may be held.

PAGE (3)
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1.4  Notice of Meetings.  Except as otherwise provided by law, written notice
of each meeting of stockholders, whether annual or special, shall be given not
less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting.  The notices of all meetings
shall state the place, date and hour of the meeting.  The notice of a special
meeting shall state, in addition, the purpose or purposes for which the
meeting is called.  If mailed, notice is 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.
 
1.5  Voting List.  The officer who has charge of the stock ledger of the
corporation shall prepare, at least 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 10 days prior to the meeting, at a place within the city
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 of the meeting, and
may be inspected by any stockholder who is present.
 
1.6  Quorum.  Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the holders of a majority of the shares 
of the capital stock of the corporation issued and outstanding and entitled
to vote at the meeting, present in person or represented by proxy, shall
constitute a quorum for the transaction of business.
 
1.7  Adjournments.  Any meeting of stockholders may be adjourned to any other
time and to any other place at which a meeting of stockholders may be held
under these By-Laws by the stockholders present or represented at the meeting
and entitled to vote, although less than a quorum, or, if no stockholder is
present, by any officer entitled to preside at or to act as Secretary of
such meeting.  It shall not be necessary to notify any stockholder of any
adjournment of less than 30 days if the time and place of the adjourned
meeting are announced at the meeting at which adjournment is taken, unless
after the adjournment a new record date is fixed for the adjourned meeting.
At the adjourned meeting, the corporation may transact any business which
might have been transacted at the original meeting.
 
PAGE(4)
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1.8  Voting and Proxies.  Each stockholder shall have one vote for each share
of stock entitled to vote held of record by such stockholder and a

<PAGE> 6
proportionate vote for each fractional share so held, unless otherwise
provided in the Certificate of Incorporation.  Each stockholder of record
entitled to vote at a meeting of stockholders, or to express consent or
dissent to corporate action in writing without a meeting, may vote or express
such consent or dissent in person or may authorize another person or persons
to vote or act for him by written proxy executed by the stockholder or his
authorized agent and delivered to the Secretary of the corporation.  No such
proxy shall be voted or acted upon after three years from the date of its
execution, unless the proxy expressly provides for a longer period.
 
1.9  Action at Meeting.  When a quorum is present at any meeting, the holders
of a majority of the stock present or represented and voting on a matter (or
if here are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of a majority
of the stock of that class present or represented and voting on a matter)
shall decide any matter to be voted upon by the stockholders at such meeting,
except when a different vote is required by express provision of law, the
Certificate of Incorporation or these By-Laws.  Any election by stockholders
shall be determined by a plurality of the votes cast by the stockholders
entitled to vote at the election.
 
1.10  Action without Meeting.

(a) Any action required or permitted to be taken at any annual or special
meeting of stockholders of the corporation may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting 
forth the action so taken, is 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 on such action were present and voted.  Prompt notice of the taking 
of corporate action without a meeting by less than unanimous written consent 
shall be given to those stockholders who have not consented in writing.

(b) Notwithstanding the foregoing, no such action by written consent may be
taken following the effectiveness of the registration of any class of 
securities of the corporation under the Securities Exchange Act of 1934, 
as amended.

ARTICLE 2  - Directors
 
2.1  General Powers.  The business and affairs of the corporation shall be 
managed by or under the direction of a Board of Directors, who may exercise
all of the powers of the corporation except as otherwise provided by law, 
the Certificate of Incorporation or these By-Laws.  In the event of a 
vacancy in the Board of Directors, the remaining directors, except as 
otherwise provided by law, may exercise the powers of the full Board until 
the vacancy is filled.
 
PAGE(5)
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2.2  Number; Election and Qualification; Classes of Directors.

(a)  The number of directors which shall constitute the whole Board of 
Directors shall be determined by resolution of the stockholders or the Board 
of Directors, but in no event shall be less than one. The number of directors 
may be decreased at any time and from time to time either by the stockholders 
or by a majority of the directors then in office, but only to eliminate 
vacancies existing by reason of the death, resignation, removal or expiration 

<PAGE> 7
of the term of one or more directors.  The directors shall be elected at the 
annual meeting of stockholders by such stockholders as have the right to vote 
on such election.  Directors need not be stockholders of the corporation.

(b)  The Board of Directors shall be divided into three classes:  Class I, 
Class II,and Class III, which shall be as nearly equal in number as possible.
Each director shall serve for a term ending on the date of the third annual 
meeting of stockholders following the annual meeting at which the director 
was elected; provided, however, that each initial director in Class I shall 
hold office until the annual meeting of stockholders in 1990; each initial 
director in Class II shall hold office until the annual meeting of 
stockholders in 1991; and each initial director in Class III shall hold office 
until the annual meeting of stockholders in 1992.  Notwithstanding the 
foregoing provisions of this section, each director shall serve until his 
successor is duly elected and qualified or until his death, resignation or 
removal.

(c)  In the event of any increase or decrease in the authorized number of 
directors, the newly created or eliminated directorships resulting from such 
increase or decrease shall be apportioned by the Board of Directors among the 
three classes of directors so as to maintain such classes as nearly equal in 
number as possible.  No decrease in the number of directors constituting the 
Board of Directors shall shorten the term of any incumbent director.  Newly 
created directorships resulting from any increase in the number of directors 
and any vacancies on the Board of Directors resulting from death, resignation, 
disqualification, removal or other cause shall be filled either (i) by the 
affirmative vote of the holders of a majority of the voting power of the then 
outstanding shares of the corporation's capital stock; or (ii) by the 
affirmative vote of a majority of the remaining directors then in office, 
even though less than a quorum of the authorized Board of Directors.  Any 
director elected in accordance with the preceding sentence shall hold office 
for the remainder of the full term of the class of directors in which the new 
directorship was created or the vacancy occurred and until such director's 
successors shall have been elected and qualified.

PAGE(6)
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2.3  Enlargement of the Board.  The number of directors may be increased at 
any time and from time to time by the stockholders or by a majority of the 
directors then in office.
 
2.4  Term of Office.  If for any cause, the Directors shall not have been
elected at an annual meeting, they may be elected as soon thereafter as 
convenient at a special meeting of the stockholders called for that purpose 
in the manner provided in these By-Laws.  No reduction of the authorized 
number of Directors shall have the effect of removing any Director before 
the Director's term of office expires, unless such removal is made pursuant 
to the provisions of Section 2.4 hereof.
 
2.5  Resignation.  Any director may resign by delivering his written 
resignation to the corporation at its principal office or to the President
or Secretary.  Such resignation shall be effective upon receipt unless it 
is specified to be effective at some other time or upon the happening of
some other event.
 
2.6  Regular Meetings.  Regular meetings of the Board of Directors may be 
held without notice at such time and place, either within or without the 
State of Delaware, as shall be determined from time to time by the Board 

<PAGE> 8
of Directors; provided that any director who is absent when such a 
determination is made shall be given notice of the determination.  A regular
meeting of the Board of Directors may be held without notice immediately after
and at the same place as the annual meeting of stockholders.
 
2.7  Special Meetings.  Special meetings of the Board of Directors may be
held at any time and place, within or without the State of Delaware, 
designated in a call by the Chairman of the Board, President, two or more 
directors, or by one director in the event that there is only a single 
director in office.
 
2.8  Notice of Special Meetings.  Notice of any special meeting of directors
shall be given to each director by the Secretary or by the officer or one of 
the directors calling the meeting.  Notice shall be duly given to each 
director (i) by giving notice to such director in person or by telephone 
at least 48 hours in advance of the meeting, (ii) by sending a telegram or 
telex, or delivering written notice by hand, to his last known business or 
home address at least 48 hours in advance of the meeting, or (iii) by mailing 
written notice to his last known business or home address at least 72 hours 
in advance of the meeting.  A notice or waiver of notice of a meeting of the 
Board of Directors need not specify the purposes of the meeting.
 
PAGE(7)
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2.9  Meetings by Telephone Conference Calls.  Directors or any members of any
committee designated by the 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 by such means shall 
constitute presence in person at such meeting.
 
2.10  Quorum.  A majority of the total number of the whole Board of Directors 
shall constitute a quorum at all meetings of the Board of Directors.  In the 
event one or more of the directors shall be disqualified to vote at any 
meeting, then the required quorum shall be reduced by one for each such 
director so disqualified; provided, however, that in no case shall less than 
one-third (1/3) of the number so fixed constitute a quorum.  In the absence 
of a quorum at any such meeting, a majority of the directors present may 
adjourn the meeting from time to time without further notice other than 
announcement at the meeting, until a quorum shall be present.
 
2.11  Action at Meeting.  At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these By-Laws.
 
2.12  Action by Consent.  Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee of the Board of 
Directors may be taken without a meeting, if all members of the Board or 
committee, as the case may be, consent to the action in writing, and the 
written consents are filed with the minutes of proceedings of the Board or 
committee. 
 
2.13  Removal.  Any director, or the entire Board of Directors, may be removed
from office, (a) with cause by the affirmative vote of the holders of a 
majority of the voting power of all of the then-outstanding shares of the 
Company's capital stock, voting together as a single class; or (b) without 


<PAGE> 9
cause, by the affirmative vote of the holders of at least sixty-six and 
two-thirds percent (66-2/3%) of the voting power of the Company's capital 
stock.
 
2.14  Committees.  The Board of Directors may, by resolution passed by a 
majority of the whole Board, designate one or more committees, each committee 
to consist of one or more of the directors of the corporation.  The Board may 
designate one or more directors as alternate members of any committee, who may 
replace any absent or disqualified member at any meeting of the committee. In 
the absence or disqualification of a member of a committee, the member or 
members of the committee present at any meeting and not disqualified from 
voting, whether or not he or they constitute a quorum, may unanimously 
appoint another member of the Board of Directors to act at the meeting in 
the place of any such absent or disqualified member.  Any such committee, 
to the extent provided in the resolution of the Board of Directors and subject 
to the provisions of the General Corporation Law of the State of Delaware, 
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 
which may require it. Each such committee shall keep minutes and make such 
reports as the Board of Directors may from time to time request.  Except as 
the Board of Directors may otherwise determine, any committee may make rules 
for the conduct of its business, but unless otherwise provided by the 
directors or in such rules, its business shall be conducted as nearly as 
possible in the same manner as is provided in these By-Laws for the Board of 
Directors.
 
PAGE(8)
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2.15  Compensation of Directors.  Directors may be paid such compensation for 
their services and such reimbursement for expenses of attendance at meetings 
as the Board of Directors may from time to time determine.  No such payment 
shall preclude any director from serving the corporation or any of its parent 
or subsidiary corporations in any other capacity and receiving compensation 
for such service.
 
ARTICLE 3  - Officers
 
3.1  Enumeration.  The officers of the corporation shall consist of a 
President, a Secretary, a Treasurer and such other officers with such other 
titles as the Board of Directors shall determine, including a Chairman of 
the Board, a Vice-Chairman of the Board, and one or more Vice Presidents, 
Assistant Treasurers, and Assistant Secretaries.  The Board of Directors 
may appoint such other officers as it may deem appropriate.
 
3.2  Election.  The President, Treasurer and Secretary shall be elected 
annually by the Board of Directors at its first meeting following the 
annual meeting of stockholders.  Other officers may be appointed by the 
Board of Directors at such meeting or at any other meeting.
 
3.3  Qualification.  No officer need be a stockholder.  Any two or more 
offices may be held by the same person.
 
3.4  Tenure.  Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws, each officer shall hold office until his 
successor is elected and qualified, unless a different term is specified in 
the vote choosing or appointing him, or until his earlier death, resignation
or removal.
 
<PAGE> 10
PAGE(9)
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3.5  Resignation and Removal.  Any officer may resign by delivering his written
resignation to the corporation at its principal office or to the President or 
Secretary.  Such resignation shall be effective upon receipt unless it is 
specified to be effective at some other time or upon the happening of some 
other event.

Any officer may be removed at any time, with or without cause, by vote of a
 majority of the entire number of directors then in office.

Except as the Board of Directors may otherwise determine, no officer who 
resigns or is removed shall have any right to any compensation as an officer 
for any period following his resignation or removal, or any right to damages 
on account of such removal, whether his compensation be by the month or by 
the year or otherwise, unless such compensation is expressly provided in a 
duly authorized written agreement with the corporation.

3.6  Vacancies.  The Board of Directors may fill any vacancy occurring in any 
office for any reason and may, in its discretion, leave unfilled for such 
period as it may determine any offices other than those of President, 
Treasurer and Secretary.  Each such successor shall hold office for the 
unexpired term of his predecessor and until his successor is elected and 
qualified, or until his earlier death, resignation or removal.
 
3.7  Chairman of the Board and Vice-Chairman of the Board. The Board of 
Directors may appoint a Chairman of the Board and may designate the 
Chairman of the Board as Chief Executive Officer. If the Board of 
Directors appoints a Chairman of the Board, he shall perform such duties 
and possess such powers as are assigned to him by the Board of Directors.  
If the Board of Directors appoints a Vice-Chairman of the Board, he shall, 
in the absence or disability of the Chairman of the Board, perform the 
duties and exercise the powers of the Chairman of the Board and shall perform 
such other duties and possess such other powers as may from time to time be 
vested in him by the Board of Directors.
 
3.8  President.  The President shall be the Chief Operating Officer of the 
corporation.  Unless the Board of Directors has designated the Chairman 
of the Board as Chief Executive Officer, the President shall also be the 
Chief Executive Officer of the corporation.  The President shall, subject 
to the direction of the Board of Directors, have general charge and 
supervision of the business of the corporation.  Unless otherwise provided 
by the Board of Directors, he shall preside at all meetings of the 
stockholders, if he is a director, at all meetings of the Board of Directors.
The President shall perform such other duties and shall have such other powers
as the Board of Directors may from time to time prescribe.
 
PAGE(10)
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3.9  Vice Presidents.  Any Vice President shall perform such duties and possess
such powers as the Board of Directors or the President may from time to time 
prescribe.  In the event of the absence, inability or refusal to act of the 
President, the Vice President (or if there shall be more than one, the Vice 
Presidents in the order determined by the Board of Directors) shall perform 
the duties of the President and when so performing shall have all the powers 
of and be subject to all the restrictions upon the President.  The Board of 
Directors may assign to any Vice President the title of Executive Vice 
President, Senior Vice President or any other title selected by the Board of 
Directors.
<PAGE> 11 
3.10   Secretary and Assistant Secretaries.  The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the President 
may from time to time prescribe.  In addition, the Secretary shall perform 
such duties and have such powers as are incident to the office of the 
secretary, including without limitation the duty and power to give notices 
of all meetings of stockholders and special meetings of the Board of 
Directors, to attend all meetings of stockholders and the Board of Directors 
and keep a record of the proceedings, to maintain a stock ledger and prepare 
lists of stockholders and their addresses as required, to be custodian of 
corporate records and the corporate seal and to affix and attest to the same 
on documents.

Any Assistant Secretary shall perform such duties and possess such powers as 
the Board of Directors, the President or the Secretary may from time to time 
prescribe.  In the event of the absence, inability or refusal to act of the 
Secretary, the Assistant Secretary, (or if there shall be more than one, the 
Assistant Secretaries in the order determined by the Board of Directors) 
shall perform the duties and exercise the powers of the Secretary.

In the absence of the Secretary or any Assistant Secretary at any meeting of 
stockholders or directors, the person presiding at the meeting shall designate 
a temporary secretary to keep a record of the meeting.

3.11  Treasurer and Assistant Treasurers.  The Treasurer shall perform such 
duties and shall have such powers as may from time to time be assigned to him 
by the Board of Directors or the President.  In addition, the Treasurer shall 
perform such duties and have such powers as are incident to the office of 
treasurer, including without limitation the duty and power to keep and be 
responsible for all funds and securities of the corporation, to deposit funds 
of the corporation in depositories selected in accordance with these By-Laws, 
to disburse such funds as ordered by the Board of Directors, to make proper 
accounts of such funds, and to render as required by the Board of Directors 
statements of all such transactions and of the financial condition of the 
corporation.

The Assistant Treasurers shall perform such duties and possess such powers as 
the Board of Directors, the President or the Treasurer may from time to time 
prescribe.  In the event of the absence, inability or refusal to act of the 
Treasurer, the Assistant Treasurer, (or if there shall be more than one, the 
Assistant Treasurers in the order determined by the Board of Directors) shall 
perform the duties and exercise the powers of the Treasurer.

PAGE(11)
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3.12  Salaries.  Officers of the corporation shall be entitled to such salaries,
compensation or reimbursement as shall be fixed or allowed from time to time 
by the Board of Directors.
 
 
ARTICLE 4  - Capital Stock
 
4.1  Issuance of Stock.  Unless otherwise voted by the stockholders and subject 
to the provisions of the Certificate of Incorporation, the whole or any part 
of any unissued balance of the authorized capital stock of the corporation or 
the whole or any part of any unissued balance of the authorized capital stock 
of the corporation held in its treasury may be issued, sold, transferred or 
otherwise disposed of by vote of the Board of Directors in such manner, for 
such consideration and on such terms as the Board of Directors may determine.
 
<PAGE> 12
4.2  Certificates of Stock.  Every holder of stock of the corporation shall be 
entitled to have a certificate, in such form as may be prescribed by law and 
by the Board of Directors, certifying the number and class of shares owned by 
him in the corporation.  Each such certificate shall be signed by, or in the 
name of the corporation by, the Chairman or Vice-Chairman, if any, of the 
Board of Directors, or the President or a Vice President, and the Treasurer 
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the 
corporation.  Any or all of the signatures on the certificate may be a 
facsimile.

Each certificate for shares of stock which are subject to any restriction on 
transfer pursuant to the Certificate of Incorporation, the By-Laws, applicable 
securities laws or any agreement among any number of shareholders or among 
such holders and the corporation shall have conspicuously noted on the face or 
back of the certificate either the full text of the restriction or a statement 
of the existence of such restriction.

PAGE(12)
--------
4.3  Transfers.  Except as otherwise established by rules and regulations 
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to 
the corporation or its transfer agent of the certificate representing such 
shares properly endorsed or accompanied by a written assignment or power of 
attorney properly executed, and with such proof of authority or the 
authenticity of signature as the corporation or its transfer agent may 
reasonably require.  Except as may be otherwise required by law, by the 
Certificate of Incorporation or by these By-Laws, the corporation shall 
be entitled to treat the record holder of stock as shown on its books as 
the owner of such stock for all purposes, including the payment of dividends 
and the right to vote with respect to such stock, regardless of any transfer, 
pledge or other disposition of such stock until the shares have been 
transferred on the books of the corporation in accordance with the 
requirements of these By-Laws.
 
4.4  Lost, Stolen or Destroyed Certificates.  The corporation may issue a new
certificate of stock in place of any previously issued certificate alleged to
have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable 
evidence of such loss, theft or destruction and the giving of such indemnity 
as the Board of Directors may require for the protection of the corporation or 
any transfer agent or registrar.
 
4.5  Record Date.  The Board of Directors may fix in advance a date as a record 
date for the determination of the stockholders entitled to notice of or to 
vote at any meeting of stockholders or to express consent (or dissent) to 
corporate action in writing without a meeting, or entitled to receive payment 
of any dividend or other distribution or allotment of any rights in respect 
of any change, conversion or exchange of stock, or for the purpose of any 
other lawful action.  Such record date shall not be more than 60 nor less 
than 10 days before the date of such meeting, nor more than 60 days prior 
to any other action to which such record date relates.

If no record date is fixed, 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 before the day on which notice is given, 
or, if notice is waived, at the close of business on the day before the 
day on which the meeting is held.  The record date for determining 

<PAGE> 13
stockholders entitled to express consent to corporate action in writing 
without a meeting, when no prior action by the Board of Directors is necessary,
shall be the day on which the first written consent is expressed.  The record 
date for determining stockholders for any other purpose shall be at the close 
of business on the day on which the Board of Directors adopts the resolution 
relating to such purpose.

A determination of stockholders of record entitled to notice of or to vote 
at a meeting of stockholders shall apply to any adjournment of the meeting; 
provided, however, that the Board of Directors may fix a new record date for 
the adjourned meeting.


PAGE (13-16)
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ARTICLE 5  - Indemnification

5.1  Directors.  The corporation shall indemnify its directors and executive 
officers to the fullest extent not prohibited by the Delaware General 
Corporation Law; provided, however, that the corporation may limit the 
extent of such indemnification by individual contracts with its directors 
and executive officers; and, provided, further, that the corporation shall 
not be required to indemnify any director or executive officer in connection 
with any proceeding (or part thereof) initiated by such person or any 
proceeding by such person against the corporation or its directors, officers, 
employees or other agents unless (a) such indemnification is expressly 
required to be made by law, (b) the proceeding was authorized by the Board 
of Directors of the corporation or (c) such indemnification is provided by 
the corporation, in its sole discretion, pursuant to the powers vested in 
the corporation under the Delaware General Corporation Law.

5.2  Officers, Employees and Other Agents.  The corporation shall have power 
to indemnify its other officers, employees and other agents as set forth in 
the Delaware General Corporation Law.

5.3  Good Faith.

(a)  For purposes of any determination under this By-Law, a director or 
executive officer shall be deemed to have 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 action or proceeding, 
to have had no reasonable cause to believe that his conduct was unlawful, 
if his action is based on information, opinions, reports and statements, 
including financial statements and other financial data, in each case 
prepared or presented by:

  (i) one or more officers or employees of the corporation whom the director 
      or executive officer believed to be reliable and competent in the 
      matters presented;

  (ii) counsel, independent accountants or other persons as to matters which
       the director or executive officer believed to be within such person's
       professional competence; and

  (iii) with respect to a director, a committee of the Board upon which such
        director does not serve, as to matters within such Committee's
        designated authority, which committee the director believes to merit
        confidence; 

<PAGE> 14
        so long as, in each case, the director or executive officer acts
        without knowledge that would cause such reliance to be unwarranted.

(b) The termination of any 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 he reasonably believed to be in or not opposed to the best 
interests of the corporation, and, with respect to any criminal proceeding, 
that he had reasonable cause to believe that his conduct was unlawful.

(c) The provisions of this Section 5.3 shall not be deemed to be exclusive 
or to limit in any way the circumstances in which a person may be deemed to 
have met the applicable standard of conduct set forth by the Delaware 
General Corporation Law.

5.4  Expenses.  The corporation shall advance, prior to the final disposition 
of any proceeding, promptly following request therefor, all expenses incurred 
by any director or executive officer in connection with such proceeding upon 
receipt of an undertaking by or on behalf of such person to repay said 
amounts if it should be determined ultimately that such person is not 
entitled to be indemnified under this By-Law or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to 
Section 5.5 of this By-Law, no advance shall be made by the corporation if 
a determination is reasonably and promptly made (a) by the Board of Directors 
by a majority vote of a quorum consisting of directors who were not parties 
to the proceeding, or (b) if such quorum is not obtainable, or, even if 
obtainable, a quorum of disinterested directors so directs, by independent 
legal counsel in a written opinion, that the facts known to the decision 
making party at the time such determination is made demonstrate clearly and 
convincingly that such person acted in bad faith or in a manner that such 
person did not believe to be in or not opposed to the best interests of the 
corporation.

5.5  Enforcement.  Without the necessity of entering into an express contract, 
all rights to indemnification and advances to directors and executive officers 
under this By-Law shall be deemed to be contractual rights and be effective 
to the same extent and as if provided for in a contract between the 
corporation and the director or executive officer.  Any right to 
indemnification or advances granted by this By-Law to a director or 
executive officer shall be enforceable by or on behalf of the person 
holding such right in any court of competent jurisdiction if

(a) the claim for indemnification or advances is denied, in whole or in part, 
or 
	
(b) no disposition of such claim is made within ninety (90) days of request 
therefor.  The claimant in such enforcement action, if successful in whole 
or in part, shall be entitled to be paid also the expense of prosecuting his 
claim.  The corporation shall be entitled to raise as a defense to any such 
action that the claimant has not met the standards of conduct that make it 
permissible under the Delaware General Corporation Law for the corporation 
to indemnify the claimant for the amount claimed.  Neither the failure of 
the corporation (including its Board of Directors, independent legal counsel 
or its stockholders) to have made a determination prior to the commencement 
of such action that indemnification of the claimant is proper in the 
circumstances because he has met the applicable standard of conduct set 
forth in the Delaware General Corporation Law, nor an actual determination 
by the corporation (including its Board of Directors, independent legal 
<PAGE> 15
counsel or its stockholders) that the claimant has not met such applicable 
standard of conduct, shall be a defense to the action or create a presumption 
that claimant has not met the applicable standard of conduct.

5.6  Non-Exclusivity of Rights.  The rights conferred on any person by this 
By-Law shall not be exclusive of any other right which such person may have 
or hereafter acquire under any statute, provision of the Certificate of 
Incorporation, By-Laws, agreement, vote of stockholders or disinterested 
directors or otherwise, both as to action in his official capacity and as 
to action in another capacity while holding office.  The corporation is 
specifically authorized to enter into individual contracts with any or 
all of its directors, officers, employees or agents respecting 
indemnification and advances, to the fullest extent not prohibited by the 
Delaware General Corporation Law.

5.7  Survival of Rights.  The rights conferred on any person by this 
By-Law shall continue as to a person who has ceased to be a director, 
officer, employee or other agent and shall inure to the benefit of the 
heirs, executors and administrators of such a person.

5.8  Insurance.   To the fullest extent permitted by the Delaware General 
Corporation Law, the corporation, upon approval by the Board of Directors, 
may purchase insurance on behalf of any person required or permitted to be 
indemnified pursuant to this By-Law.

5.9  Amendments.  Any repeal or modification of this By-Law shall only be 
prospective and shall not affect the rights under this By-Law in effect at 
the time of the alleged occurrence of any action or omission to act that is 
the cause of any proceeding against any agent of the corporation.

5.10  Saving Clause.  If this By-Law or any portion hereof shall be 
invalidated on any ground by any court of competent jurisdiction, then 
the corporation shall nevertheless indemnify each director and executive 
officer to the full extent not prohibited by any applicable portion of this 
By-Law that shall not have been invalidated, or by any other applicable law.

5.11  Certain Definitions.   For the purposes of this By-Law, the following 
definitions shall apply:

(a) The term "proceeding" shall be broadly construed and shall include, 
without limitation, the investigation, preparation, prosecution, defense, 
settlement, arbitration and appeal of, and the giving of testimony in, 
any threatened, pending or completed action, suit or proceeding, whether 
civil, criminal, administrative or investigative.

(b) The term "expenses" shall be broadly construed and shall include, 
without limitation, court costs, attorneys' fees, witness fees, fines, amounts 
paid in settlement or judgment and any other costs and expenses of any nature 
or kind incurred in connection with any proceeding.

(c) The term 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, and 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 


<PAGE> 16
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 By-Law with respect to the resulting or 
surviving corporation as he would have with respect to such constituent 
corporation if its separate existence had continued.

(d) References to a "director," "officer," "employee," or "agent" of the 
corporation shall include, without limitation, situations where such 
person is serving at the request of the corporation as a director, officer, 
employee, trustee or agent of another corporation, partnership, joint 
venture, trust or other enterprise.

(e) 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; and references to "serving at the 
request of the corporation" shall include any service as a director, officer, 
employee or agent of the corporation which imposes duties on, or involves 
services by, such director, officer, employee, or agent with respect to an 
employee benefit plan, its participants, or beneficiaries; and a person who 
acted in good faith and in a manner he 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 By-Law.


PAGE(17)
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ARTICLE 6  - Restrictions on Transfer of Common Stock
 
6.1  Restrictions on Transfer.  No stockholder shall sell, pledge, transfer, 
donate, assign or otherwise dispose of (collectively "transfer"), whether 
voluntarily or by operation of law, any shares of Common Stock of the 
corporation held by such stockholder, or any beneficial interest therein, 
except as permitted by this Article 6.  The provisions of this Article 6 
shall not apply to any shares of Preferred Stock of the corporation or any 
shares of Common Stock of the corporation issued upon the conversion of 
such Preferred Stock.
 
6.2  Notice and Offer.
 
(a) If any stockholder intends to transfer any shares of Common Stock of 
the corporation ("Shares"), he shall deliver to the corporation a written 
notice ("Notice") of his intention to transfer such Shares, setting forth 
in reasonable detail: (i) the proposed price, (ii) the identity of the 
proposed transferee, (iii) the other terms and conditions of the proposed 
transfer of such Shares, and (iv) an offer to sell such Shares to the 
corporation as provided in this Article 6.  The stockholder intending to 
transfer such Shares is hereinafter referred to as the "Offering Stockholder" 
and the shares so offered are hereinafter referred to as the "Offered Shares".
 
(b) The corporation shall have the right to accept the Offering Stockholder's 
offer, in whole or in part, at any time during the 30-day period following its
receipt of the Offering Stockholder's Notice.  If the corporation fails to 
respond to such offer within such 30-day period, it shall be deemed to have 
rejected the offer.  The corporation shall be entitled to purchase all or 
any of the Offered Shares from the Offering Stockholder at the same price and 
on the same terms and conditions as the Offering Stockholder proposes to 
transfer the Offered Shares to the proposed transferee identified in the 
Notice.
 
<PAGE> 17
(c) Unless the Offering Stockholder and the corporation otherwise agree, the 
closing of the purchase of the Offered Shares to be purchased by the 
corporation shall take place at the principal offices of the corporation at 
10:00 a.m. on the tenth day after the expiration of the 30-day period 
referred to in subsection (b) above.  At such closing, the Offering 
Stockholder shall tender the Shares to be sold to the corporation, together 
with appropriate instruments of transfer endorsed to the corporation, and the 
corporation shall tender a bank check in the amount of the purchase price 
therefor.
 
(d) If all of the Offered Shares offered by the Offering Stockholder are not 
purchased by the corporation pursuant to this Article 6, the remaining 
Offered Shares not purchased by the corporation may be transferred by the
Offering Stockholder to the proposed transferee identified by the Offering 
Stockholder in his Notice on terms and conditions which are no more favorable 
to such transferee than the terms stated in such Notice, any time within a 
period of 120 days after the earlier of the rejection by the corporation of 
the Offering Stockholder's offer or the expiration of the 30-day period 
referred to in subsection (b) above.  If any such Offered Shares are 
transferred to the transferee named in the Offering Stockholder's Notice, 
provided in this Article 6, the restrictions on transfer contained in this 
Article 6 shall again be applicable to the Shares so acquired by such 
transferee, and such transferee shall not again transfer such Shares without 
first offering such Shares to the corporation in accordance with this 
Article 6.
 
PAGE(18)
6.3  Effect of Failure to Purchase Shares and of Tender of Purchase Price; 
Prohibited Transfers.                
 
(a) Any portion of the Offered Shares which is not purchased by the 
corporation or by the proposed transferee pursuant to Section 6.2 above 
may be retained by the Offering Stockholder, but shall remain subject to 
the restrictions on transfer set forth herein and may not thereafter be 
transferred unless they are again offered to the corporation pursuant to 
this Article 6.
 
(b) After tender to an Offering Stockholder of the purchase price of any 
Shares by the corporation in accordance with the provisions of this Article 
6, the corporation shall not pay any dividends to the Offering Stockholder or 
permit it to exercise any privileges of a stockholder of the corporation with 
respect to such Shares, but shall treat the corporation as the owner of the 
Shares to the extent permitted by law.
 
(c) If any transfer of Shares is made or attempted by a stockholder contrary 
to the terms of this Article 6, the corporation shall have the right to 
purchase the Shares from the transferee at any time before or after the 
transfer, at the price and on the terms established herein and, in such 
event, the transferee shall be bound by all the terms and provisions of this 
Article 6.  In addition to any other legal or equitable rights which it may 
have, the corporation may enforce its rights by specific performance to the 
extent permitted by law.  The corporation may refuse for any purpose to 
recognize any transferee who receives Shares contrary to the provisions of 
this Article 6 as a stockholder of the corporation any may retain and/or 
recover all dividends on such Shares which were paid or payable subsequent 
to the date on which the prohibited transfer was made or attempted.
 

<PAGE> 18
PAGE(19)
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6.4  Exceptions to Transfer Restrictions.  Notwithstanding anything to the 
contrary in this Article 6, the restrictions upon transfer set forth in this 
Article 6 shall not apply to any transfer of Shares by a stockholder to (i) 
such stockholder's heirs, executors, administrators or other personal 
representatives upon the death of such stockholder; (ii) the spouse, children 
or grandchildren of the stockholder of a trust or trusts for the benefit of 
such spouse, children or grandchildren, or (iii) if such stockholder is a
partnership, any partner or partners of such partnership, provided that these 
restrictions on transfer shall continue to apply to any Shares received by 
any such permitted transferee and such permitted transferee shall not again 
transfer such Shares without first offering such Shares to the corporation 
in accordance with this Article 6 (except as otherwise provided in this 
Section 6.4).
 
6.5  Termination of Restrictions.  All restrictions contained in this 
Article 6 shall terminate in their entirety on (and shall not apply to 
any transfer of Shares in connection with) the earliest to occur of the 
following: (i) the merger or consolidation of the corporation with or into 
another corporation if the corporation is not the survivor of such merger 
or consolidation, or the sale of all or substantially all of the assets of 
the corporation, or (ii) the completion of the first underwritten public 
offering of Common Stock pursuant to an effective registration statement 
under the Securities Act of 1933 resulting in at least $2,000,000 of gross 
proceeds to the corporation.
 
6.6  Stock Restriction Agreements.  Notwithstanding anything to the contrary 
herein, the restrictions contained in this Article 6 shall not apply to any 
sale of Shares by an employee of the corporation to the corporation pursuant 
to a Stock Restriction Agreement between the corporation and such employee, 
and the restrictions contained in any such Agreement are in addition to, 
and not in lieu of, any restrictions on transfer set forth in this Article 6.
 
PAGE(20)
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6.7  Restrictive Legend.  Until the termination of the restrictions set forth 
in this Article 6, all certificates representing outstanding shares of 
Common Stock of the Corporation shall have affixed thereto a legend 
substantially in the following form:

  "The shares of stock represented by this certificate are subject to certain
   restrictions on transfer set forth in the By-Laws of the corporation, said
   By-Laws being available for inspection without charge at the offices of the
   Treasurer or the Company.

6.8  Waiver.  The restrictions on transfer set forth in this Article 6 may be 
waived in any particular instance or instances by a majority of the Board of 
Directors of the corporation.
 
 
ARTICLE 7  - General Provisions
 
7.1  Fiscal Year.  Except as from time to time otherwise designated by the 
Board of Directors, the fiscal year of the corporation shall begin on the 
first day of January in each year and end on the last day of December in 
each year.
 

<PAGE> 19
7.2  Corporate Seal.  The corporate seal shall be in such form as shall be 
approved by the Board of Directors.
 
7.3  Waiver of Notice.  Whenever any notice whatsoever is required to be 
given by law, by the Certificate of Incorporation or by these By-Laws, a 
waiver of such notice either in writing signed by the person entitled to such 
notice or such person's duly authorized attorney, or by telegraph, cable or 
any other available method, whether before, at or after the time stated in 
such waiver, or the appearance of such person or persons at such meeting in 
person or by proxy, shall be deemed equivalent to such notice.
 
7.4  Voting of Securities.  Except as the directors may otherwise designate, 
the President or Treasurer may waive notice of, and act as, or appoint any 
person or persons to act as, proxy or attorney-in-fact for this corporation 
(with or without power of substitution) at, any meeting of stockholders or 
shareholders of any other corporation or organization, the securities of 
which may be held by this corporation.
 
7.5  Evidence of Authority.  A certificate by the Secretary, or an Assistant 
Secretary, or a temporary Secretary, as to any action taken by the 
stockholders, directors, a committee or any officer or representative of 
the corporation shall as to all persons who rely on the certificate in good 
faith be conclusive evidence of such action.
 
PAGE(21)
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7.6  Certificate of Incorporation.  All references in these By-Laws to the 
Certificate of Incorporation shall be deemed to refer to the Certificate of 
Incorporation of the corporation, as amended and in effect from time to 
time.
 
7.7  Transactions with Interested Parties.  No contract or transaction between 
the corporation and one or more of the directors or officers, or between the 
corporation and any other corporation, partnership, association, or other 
organization in which one or more of the directors or officers are directors 
or officers, or have a financial interest, shall be void or voidable solely 
for this reason, or solely because the director or officer is present at or 
participates in the meeting of the Board of Directors or a committee of the 
Board of Directors which authorizes the contract or transaction or solely 
because his or their votes are counted for such purpose, if:
 
(1) 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 or committee in good faith authorizes the 
contract or transaction by the affirmative votes of a majority of the 
disinterested directors, even though the disinterested directors be less 
than a quorum;
 
(2) 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
 
(3) 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 of the Board of Directors, or the stockholders.



<PAGE> 20
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.

7.8  Severability.  Any determination that any provision of these By-Laws is 
for any reason inapplicable, illegal or ineffective shall not affect or 
invalidate any other provision of these By-Laws.
 
7.9  Pronouns.  All pronouns used in these By-Laws shall be deemed to refer 
to the masculine, feminine or neuter, singular or plural, as the identity of 
the person or persons may require.
 
 
PAGE(22)
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ARTICLE 8  - Amendments
 
8.1  By the Board of Directors.  These By-Laws may be altered, amended or 
repealed or new by-laws may be adopted by the affirmative vote of a majority 
of the directors present at any regular or special meeting of the Board of 
Directors at which a quorum is present.

8.2  By the Stockholders.  These By-Laws may be altered, amended or repealed 
or new by-laws may be adopted by the affirmative vote of the holders of a 
majority of the shares of the capital stock of the corporation issued and 
outstanding and entitled to vote at any regular meeting of stockholders, or 
at any special meeting of stockholders, provided notice of such alteration, 
amendment, repeal or adoption of new by-laws shall have been stated in the 
notice of such special meeting.