BY LAWS
                                       OF
                               FOCAL SURGERY, INC.
                                    ARTICLE I

                                     OFFICES

         Section 1.        The registered office shall be in the city of
Wilmington, County of New Castle, State of Delaware.
         Section 2.        The  corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS
         Section  1.  All  meetings  of the  stockholders  for the  election  of
directors  shall be held at such place  either  within or  without  the State of
Delaware as shall be designated  from time to time by the Board of Directors and
stated in the notice of the  meeting.  Meetings  of  stockholders  for any other
purpose  may be held at such  time and  place,  within or  without  the State of
Delaware,  as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
         Section 2. Annual  meetings of  stockholders,  commencing with the year
1993, shall be held at such place,  date and hour as shall be fixed by the Board
of Directors (the "Board") and stated in the notice if the meeting, at which the
stockholders shall elect a board of directors,  and transact such other business
as may properly be brought before the meeting.

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         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each  stockholder  entitled to vote at
such  meeting  not less than ten (10) nor more than sixty  (60) days  before the
date of the meeting.
         Section  4. The  officer  who has  charge  of the  stock  ledger of the
corporation  shall prepare and make, or cause a third party to prepare and make,
at least ten days before every meeting of  stockholders,  a complete list of the
stockholders  entitled to vote at the meeting,  arranged in alphabetical  order,
and showing the address of each stockholder and the number of shares  registered
in the name of each  stockholder.  Such list shall be open to the examination of
any  stockholder,  for any  purpose  germane  to the  meeting,  during  ordinary
business hours,  for a period of at least ten days prior to the meeting,  either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting,  or, if not so  specified,  at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and  place  of the  meeting  during  the  whole  time  thereof,  and may be
inspected by any stockholder who is present.
         Section 5.  Special  meetings of the  stockholders,  for any purpose or
purposes,  unless  otherwise  prescribed  by  statute or by the  certificate  of
incorporation,  may be  called  by the  President  and  shall be  called  by the
President  or  Secretary at the request in writing of a majority of the Board of
Directors or at the request in writing of stockholders  owning not less than 10%
of the entire  voting  stock of the  corporation  issued and  outstanding.  Such
request shall state the purpose or purposes of the proposed meeting.

                                       2.
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         Section 6. Written notice of a special meeting stating the place,  date
and hour of the meeting  and the  purpose or  purposes  for which the meeting is
called,  shall be given  not less than ten (10) nor more  than  sixty  (60) days
before the date of the  meeting,  to each  stockholder  entitled to vote at such
meeting.
         Section 7. Business  transacted at any special  meeting of stockholders
shall be limited to the purposes stated in the notice.
         Section  8.  The  holders  of  a  majority  of  the  stock  issued  and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business,  except as  otherwise  provided  by statute or by the
certificate of incorporation.  If, however,  such quorum shall not be present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting,  until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  If the  adjournment  is for more than  thirty  days,  or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the meeting.
         Section  9. When a quorum is present  at any  meeting,  the vote of the
holders of a majority  of the stock  having  voting  power  present in person or
represented by proxy and voting on a certain question  (abstentions being deemed
for purposes of this Section

                                       3.
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to be  non-votes)  shall decide any such question  brought  before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of  incorporation,  a different vote is required,  in which case
such express provision shall govern and control the decision of such question.
         Section  10.  Unless   otherwise   provided  in  the   certificate   of
incorporation,  each  stockholder  shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the  capital  stock
having  voting  power held by such  stockholder,  but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
         Section 11.  Nominations for election to the Board of Directors must be
made by the Board of Directors or by any stockholder of any outstanding class of
capital stock of the corporation entitled to vote for the election of directors.
Nominations  other than those made by the Board of Directors of the corporation,
must be preceded by notification in writing in fact received by the Secretary of
the  corporation  not less than  thirty  (30) days nor more than sixty (60) days
prior to any meeting of stockholders called for the election of directors.  Such
notification shall contain the written consent of each proposed nominee to serve
as a director if so elected and the  following  information  as to each proposed
nominee and as to each person,  acting alone or in conjunction  with one or more
other persons as a partnership,  limited partnership,  syndicate or other group,
who  participates  or is expected to participate in making such nomination or in
organizing, directing or financing such nomination or solicitation of proxies to
vote for the nominee:

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                           (a)      the name, age,  residence,  address and
business  address of each proposed nominee and of each such person;
                           (b)      the principal  occupation or employment,
the name, type of business and address of the corporation or other organization
in  which  such  employment  is carried on of each proposed  nominee and of
each suchperson;
                           (c) the  amount of stock of the  corporation owned
beneficially, either directly or indirectly, by each proposed nominee and each
such person; and
                           (d)      a description of any arrangement or
understanding of each proposed nominee and of each such person with each other
or any other person  regarding  future  employment or any future transaction to
which the corporation will or may be a party.
         The  presiding  officer  of the  meeting  shall have the  authority  to
determine  and  declare  to  the  meeting  that a  nomination  not  preceded  by
notification   made  in  accordance  with  the  foregoing   procedure  shall  be
disregarded.
         Section  12. At any  meeting of the  stockholders,  only such  business
shall be conducted as shall have been brought before the meeting (a) pursuant to
the corporation's  notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any  stockholder of the  corporation who is a stockholder of
record at the time of giving of the notice provided for in this Bylaw, who shall
be entitled to vote at such meeting and who complies with the notice  procedures
set forth in this Bylaw.
         For business to be properly brought before any meeting by a stockholder
pursuant  to clause  (c) of this  Section  12, the  stockholder  must have given
timely notice


                                       5.
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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 thirty (30) nor
more than  sixty  (60) days prior to the date of the  meeting.  A  stockholder's
notice  to the  Secretary  shall  set forth as to each  matter  the  stockholder
proposes to bring  before the meeting (a) a brief  description  of the  business
desired to be brought  before the meeting and the  reasons for  conducting  such
business  at the  meeting,  (b) the  name and  address,  as they  appear  on the
corporation's  books, of the stockholder  proposing such business,  and the name
and address of the  beneficial  owner,  if any, on whose  behalf the proposal is
made,  (c) the class and  number  of shares of the  corporation  which are owned
beneficially  and of record by such  stockholder of record and by the beneficial
owner,  if any, on whose  behalf of the  proposal  is made and (d) any  material
interest of such  stockholder  of record and the  beneficial  owner,  if any, on
whose behalf the proposal is made in such business.
         Notwithstanding  anything in these Bylaws to the contrary,  no business
shall be conducted at a meeting  except in accordance  with the  procedures  set
forth in this Section 12. The  presiding  officer of the meeting  shall,  if the
facts  warrant,  determine  and declare to the  meeting  that  business  was not
properly  brought  before the  meeting  and in  accordance  with the  procedures
prescribed  by this  Section  12,  and if he  should so  determine,  he shall so
declare to the meeting and any such  business  not properly  brought  before the
meeting shall not be  transacted.  Notwithstanding  the foregoing  provisions of
this Section 12, a stockholder shall also comply with all applicable

                                       6.
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requirements of the Securities  Exchange Act of 1934, as amended,  and the rules
and regulations thereunder with respect to the matters set forth in this Section
12.

                                   ARTICLE III
                                    DIRECTORS
         Section 1. The number of  directors  which shall  constitute  the whole
board  shall be not less than  three  (3) and not more than five (5).  The exact
number of directors  shall be set within these limits by resolution of the Board
of Directors or by the  stockholders  at an annual meeting of the  stockholders.
The directors shall be elected at the annual meeting of the stockholders, except
as provided in Section 2 of this Article,  and each director  elected shall hold
office  until his  successor  is elected and  qualified.  Directors  need not be
stockholders..
         Section 2. Vacancies and newly created directorships may be filled by a
majority of the  directors  then in office,  though less than a quorum,  or by a
sole remaining  director.  The directors so chosen shall serve for the remainder
of the term of the vacated directorships being filled and until their successors
are duly elected and shall  qualify,  unless sooner  displaced.  If there are no
directors  in office,  then an election of  directors  may be held in the manner
provided by statute.
         Section 3. The business of the corporation shall be managed by or under
the direction of its board of  directors,  which may exercise all such powers of
the  corporation and do all such lawful acts and things as are not by statute or
by the certificate of  incorporation  or by these bylaws directed or required to
be exercised or done by the stockholders.
                                       7.

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                       MEETINGS OF THE BOARD OF DIRECTORS
         Section 4. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
         Section 5. The first  meeting of each newly  elected Board of Directors
shall be held  immediately  following the annual meeting of the stockholders and
no notice of such meeting shall be necessary to the newly  elected  directors in
order legally to constitute the meeting,  provided a quorum shall be present. In
the event such meeting is not held at such time, the meeting may be held at such
time and place as shall be specified in a notice given as  hereinafter  provided
for special  meetings of the Board of  Directors,  or as shall be specified in a
written waiver signed by all of the directors.
         Section  6.  Regular  meetings  of the Board of  Directors  may be held
without  notice  at such  time and at such  place as shall  from time to time be
determined by the board.
         Section 7. Special meetings of the board may be called by the President
or Chairman on four (4) days' notice to each director by mail or 48 hours notice
to each  director  either  personally  or by  telephone,  telegram or facsimile;
special  meetings  shall be called by the  President or Secretary in like manner
and on like  notice on the  written  request of two  directors  unless the board
consists of only one director, in which case special meetings shall be called by
the  President  or  Secretary  in like  manner and on like notice on the written
request of the sole director.  A written waiver of notice,  signed by the person
entitled  thereto,  whether  before  or  after  the time of the  meeting  stated
therein, shall be deemed equivalent to notice.

                                       8.
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         Section 8. At all  meetings  of the board a majority  of the  directors
then in office shall  constitute a quorum for the  transaction of business,  and
the act of a majority of the directors  present at any meeting at which there is
a quorum shall be the act of the Board of Directors,  except as may be otherwise
specifically  provided by statute or by the certificate of  incorporation.  If a
quorum  shall not be  present  at any  meeting  of the Board of  Directors,  the
directors  present  thereat may adjourn the meeting  from time to time,  without
notice other than announcement at the meeting, until a quorum shall be present.
         Section  9.  Unless   otherwise   restricted  by  the   certificate  of
incorporation  of these bylaws,  any action required or permitted to be taken at
any meeting of the Board of Directors or of any  committee  thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent  thereto in  writing,  and the  writing or  writings  are filed with the
minutes of proceedings of the board or committee.
         Section  10.  Unless   otherwise   restricted  by  the  certificate  of
incorporation  or  these  bylaws,  members  of the  Board of  Directors,  or any
committee designated by the Board of Directors,  may participate in a meeting of
the Board of Directors,  or any committee,  by means of conference  telephone or
similar communications  equipment by means of which all persons participating in
the meeting  can hear each  other,  and such  participation  in a meeting  shall
constitute presence in person at the meeting.
                             COMMITTEES OF DIRECTORS
         Section  11. 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

                                       9.

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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 of  disqualification  of a member of a  committee,  the
member or members  thereof  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,  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,  but no such  committee  shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's  property and
assets,  recommending to the  stockholders a dissolution of the corporation or a
revocation of a  dissolution,  or amending the bylaws of the  corporation;  and,
unless the resolution or the certificate of incorporation  expressly so provide,
no such committee  shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  Such  committee or committees  shall have such
name or names as may be determined  from time to time by  resolution  adopted by
the Board of Directors.

                                       10.

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         Section 12. Each committee  shall keep regular  minutes of its meetings
and report the same to the Board of Directors when required.
                            COMPENSATION OF DIRECTORS
         Section  13.  Unless   otherwise   restricted  by  the  certificate  of
incorporation  or these bylaws,  the Board of Directors shall have the authority
to fix the compensation of directors.  Director compensation may include,  among
other things,  payment of their expenses,  if any, of attendance at each meeting
of the Board of Directors, payment of a fixed sum for attendance at each meeting
of the Board of  Directors or payment of a stated  salary as  director.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and  receiving  compensation  therefor.  Members of special or standing
committees may be allowed like compensation for attending committee meetings.
                              REMOVAL OF DIRECTORS
         Section  14.  Unless   otherwise   restricted  by  the  Certificate  of
incorporation  or by law, any  director or the entire Board of Directors  may be
removed,  with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

                                   ARTICLE IV
                                     NOTICES
         Section 1.  Whenever,  under the  provisions  of the statutes or of the
certificate of incorporation or of these bylaws,  notice is required to be given
to any  director or  stockholder,  it shall not be  construed  to mean  personal
notice  (except as provided in Section 7 of Article  III of these  bylaws),  but
such  notice may be given in writing,  by mail,  addressed  to such  director or
stockholder, at his address as it appears on the records of
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the corporation,  with postage thereon prepaid,  and such notice shall be deemed
to be given at the time when the same shall be  deposited  in the United  States
mail. Notice to directors may also be given by telephone, telegram or facsimile.
         Section  2.  Whenever  any  notice is  required  to be given  under the
provisions of the statutes or of the  certificate of  incorporation  or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice,  whether before or after the time stated  therein,  shall be deemed
equivalent  thereto.  The written  waiver  need not  specify the  business to be
transacted  at,  nor the  purpose  of, any  regular  or  special  meeting of the
stockholders, directors, or members of a committee of directors. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting,  except
when the person attends the meeting for the express  purpose of objecting at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
                                    ARTICLE V
                                    OFFICERS
         Section 1. The officers of the corporation shall be chosen by the Board
of Directors and shall be a President, a Secretary and a Chief Financial Officer
or Treasurer. The Board of Directors may elect from among its members a Chairman
of the Board and a Vice  Chairman of the Board.  The Board of Directors may also
choose  one  or  more  vice-presidents,   assistant  secretaries  and  assistant
financial officers or assistant treasurers. Any number of offices may be held by
the same  person,  unless  the  certificate  of  incorporation  or these  bylaws
otherwise provide.

                                       12.
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                                                                   .

         Section  2. The Board of  Directors  at its first  meeting  after  each
annual  meeting of  stockholders  shall choose a President,  Secretary and Chief
Financial Officer or Treasurer and may choose vice-presidents.
         Section 3. The Board of Directors  may appoint such other  officers and
agents as it shall deem  necessary  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.
         Section 4. The  salaries of all  officers of the  corporation  shall be
fixed by the Board of  Directors.  The  salaries  of  agents of the  corporation
shall, unless fixed by the Board of Directors,  be fixed by the President or any
Vice-President of the corporation.
         Section 5. The  officers of the  corporation  shall hold  office  until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of  Directors  may be  removed  at any time by the  affirmative  vote of a
majority of the Board of Directors.  Any vacancy  occurring in any office of the
corporation shall be filled by the Board of Directors.
                            THE CHAIRMAN OF THE BOARD
         Section 6. The  Chairman  of the Board,  if any,  shall  preside at all
meetings of the Board of Directors and of the  stockholders at which he shall be
present.  He shall have and may exercise  such powers as are, from time to time,
assigned to him by the Board and as may be provided by law.
         Section  7. In the  absence  of the  Chairman  of the  Board,  the Vice
Chairman of the Board,  if any,  shall  preside at all  meetings of the Board of
Directors and of the  stockholders  at which he shall be present.  He shall have
and may exercise such
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powers as are, from time to time, assigned to him by the Board and as may be
provided by law.

                        THE PRESIDENT AND VICE-PRESIDENT
         Section 8. The President  shall be the chief  executive  officer of the
corporation;  and in the absence of the Chairman and  Vice-Chairman of the Board
he or she shall  preside at all  meetings of the  stockholders  and the Board of
Directors; he or she shall have general and active management of the business of
the  corporation  and shall see that all orders and  resolutions of the Board of
Directors are carried into effect.
         Section 9. The President or any  Vice-President  shall  execute  bonds,
mortgages  and  other  contracts  requiring  a  seal,  under  the  seal  of  the
corporation,  except where  required or permitted by law to be otherwise  signed
and  executed  and except  where the  signing  and  execution  thereof  shall be
expressly  delegated by the Board of Directors to some other officer or agent of
the corporation.
         Section 10. In the absence of the  President  or in the event of his or
her  inability or refusal to act, the  Vice-President,  if any, (or in the event
there  be  more  than  one  Vice-President,  the  Vice-Presidents  in the  order
designated by the directors,  or in the absence of any designation,  then in the
order of their election) shall perform the duties of the President,  and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. The Vice-Presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
                      THE SECRETARY AND ASSISTANT SECRETARY
         Section 11. The  Secretary  shall  attend all  meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the  meetings of the  corporation  and of the Board of Directors in a book to be
kept for that purpose and
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shall perform like duties for the standing  committees when required.  He or she
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 or she shall be. He or she shall have  custody of the  corporate
seal of the  corporation  and he or she, or an assistant  secretary,  shall have
authority to affix the same to any instrument  requiring it and when so affixed,
it may be attested by his or her signature or by the signature of such assistant
secretary.  The  Board of  Directors  may give  general  authority  to any other
officer to affix the seal of the  corporation and to attest the fixing by his or
her signature.
         Section 12. The Assistant Secretary,  or if there be more than one, the
Assistant  Secretaries in the order  determined by the Board of Directors (or if
there be no such  determination,  then in the order of their election) shall, in
the absence of the  Secretary or in the event of his or her inability or refusal
to act,  perform the duties and exercise the powers of the  Secretary  and shall
perform  such other  duties and have such other powers as the Board of Directors
may from time to time prescribe.
           THE CHIEF FINANCIAL OFFICER AND ASSISTANT FINANCIAL OFFICER
         Section 13. The Chief  Financial  Officer or  Treasurer  shall have the
custody of the corporate  funds and  securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall  deposit  all  moneys  and other  valuable  effects in the name and to the
credit of the corporation in such depositories as may be designated by the Board
of Directors.

                                       15.
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         Section 14. The Chief Financial Officer or Treasurer shall disburse the
funds of the  corporation  as may be ordered by the Board of  Directors,  taking
proper  vouchers for such  disbursements,  and shall render to the President and
the Board of Directors,  at its regular meetings, or when the Board of Directors
so  requires,  an  account  of all his or her  transactions  as Chief  Financial
Officer or Treasurer and of the financial condition of the corporation.
         Section 15. If required by the Board of Directors,  the Chief Financial
Officer or Treasurer  shall give the  corporation a bond (which shall be renewed
every  six  years)  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 or her office and for the restoration to the corporation,  in case
of his or her death,  resignation,  retirement  or removal from  office,  of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the corporation.
         Section 16. The Assistant Financial Officer or Assistant Treasurer,  or
if there shall be more than one, the Assistant  Financial  Officers or Assistant
Treasurers in the order  determined by the Board of Directors (or if there be no
such  determination,  then in the order of their election) shall, in the absence
of the  Chief  Financial  Officer  or  Treasurer  or in the  event of his or her
inability  or refusal to act,  perform the duties and exercise the powers of the
Chief  Financial  Officer or Treasurer  and shall  perform such other duties and
have  such  other  powers  as the  Board  of  Directors  may  from  time to time
prescribe.

                                       16.
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                                   ARTICLE VI
                              CERTIFICATE OF STOCK
         Section 1. Every holder of stock in the  corporation  shall be entitled
to have a  certificate,  signed  by, or in the name of the  corporation  by, the
Chairman or  Vice-Chairman  of the Board of  Directors,  or the  President  or a
Vice-President  and the Chief  Financial  Officer or  Treasurer  or an Assistant
Financial  Officer or  Assistant  Treasurer,  and the  Secretary or an Assistant
Secretary of the  corporation,  certifying  the number of shares owned by him or
her in the corporation.
         Certificates may be issued for partly paid shares and in such case upon
the face or back of the  certificates  issued to represent  any such partly paid
shares,  the total  amount of the  consideration  to be paid  therefor,  and the
amount paid thereon shall be specified.
         If the corporation  shall be authorized to issue more than one class of
stock  or  more  than  one  series  of  any  class,  the  powers,  designations,
preferences  and relative,  participating,  optional or other special  rights of
each class of stock or series  thereof  and the  qualification,  limitations  or
restrictions  of such  preferences  and/or  rights shall be set forth in full or
summarized on the face or back of the certificate  which the  corporation  shall
issue to  represent  such  class or series of stock,  provided  that,  except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing  requirements,  there may be set forth on the face or back
of the certificate  which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each  stockholder  who so requests  the powers,  designations,  preferences  and
relative, participating, optional or other special

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rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
         Section 2.        Any of or all the signatures on the  certificate
may be facsimile.  In case any officer,  transfer agent or registrar  who has
signed or whose  facsimile  signature  has been placed upon a certificate  shall
have ceased to be such officer,  transfer  agent or registrar before such
certificate is issued,  it may be issued by the corporation with the same effect
as if he were such officer,  transfer agent or registrar at the date of issue.
                                LOST CERTIFICATES
         Section  3. The Board of  Directors  may  direct a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or  certificates,  the Board of Directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
legal  representative,  to advertise the same in such manner as it shall require
and/or to give the  corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the  corporation  with respect to the
certificate alleged to have been lost, stolen or destroyed.
                                TRANSFER OF STOCK
         Section 4.        Upon surrender to the  corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or

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accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new  certificate
to the  person  entitled  thereto,  cancel  the old certificate and record the
transaction upon its books.
                               FIXING RECORD DATE
         Section 5. In order that the corporation may determine the stockholders
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholder  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  shall not be more than sixty (60) nor less than ten (10) days  before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
                             REGISTERED STOCKHOLDERS
         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person  registered  on its books as the  owner of  shares to  receive
dividends,  and to  vote  as  such  owner,  and to hold  liable  for  calls  and
assessments  a person  registered  on its books as the owner of shares and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Delaware.
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                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS
         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of  incorporation,  if any, may be declared
by the Board of  Directors at any regular or special  meeting,  pursuant to law.
Dividends may be paid in cash, in property,  or in shares of the capital  stock,
subject to the provisions of the certificate of incorporation.
         Section 2. Before  payment of any dividend,  there may be set aside out
of any funds of the corporation  available for dividends such sum or sums as the
directors  from time to time, in their  absolute  discretion,  think proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purposes  as  the  directors  shall  think  conducive  to  the  interest  of the
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.
                                     CHECKS
         Section 3. All checks or demands for money and notes of the corporation
shall be signed by such  officer or officers or such other  person or persons as
the Board of Directors may from time to time designate.
                                   FISCAL YEAR
         Section  4.  The  fiscal  year of the  corporation  shall  be  fixed by
resolution of the Board of Directors.

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                                      SEAL
         Section 5. The Board of  Directors  may adopt a  corporate  seal having
inscribed thereon the name of the corporation,  the year of its organization and
the words  "Corporate Seal,  Delaware".  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
                                 INDEMNIFICATION
         Section 6. The  corporation  shall,  to the fullest  extent  authorized
under  the laws of the  State of  Delaware,  as those  laws may be  amended  and
supplemented  from time to time,  indemnify its officers and directors  made, or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil,  administrative  or  investigative,  by  reason  of being an  officer  or
director  of  the   corporation  or  a  predecessor   corporation   or,  at  the
corporation's  request, a director or officer of another corporation,  provided,
however,  that the  corporation  shall indemnify any such officer or director in
connection with a proceeding  initiated by such officer or director only if such
proceeding  was  authorized  by the Board of Directors of the  corporation.  The
indemnification  provided  for in  this  Section  6  shall:  (i)  not be  deemed
exclusive of any other rights to which those  indemnified  may be entitled under
any bylaw,  agreement  or vote of  stockholders  or  disinterested  directors or
otherwise,  both as to action in their  official  capacities and as to action in
another capacity while holding such office, (ii) continue as to a person who has
ceased to be an agent,  and (iii) inure to the  benefit of the heirs,  executors
and  administrators of such a person.  The  corporation's  obligation to provide
indemnification  under this Section 6 shall be offset to the extent of any other
source of indemnification

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or any otherwise  applicable insurance coverage under a policy maintained by the
corporation or any other person.
         Expenses  incurred  by an officer or  director  of the  corporation  in
defending a civil or criminal  action,  suit or proceeding by reason of the fact
that he or she is or was an  officer  or  director  of the  corporation  (or was
serving  at the  corporation's  request  as a  director  or  officer  of another
corporation)  shall  be  paid  by  the  corporation  in  advance  of  the  final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on  behalf of such  officer  or  director  to repay  such  amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
corporation as authorized by relevant sections of the General Corporation Law of
Delaware. Notwithstanding the foregoing, the officer's or director's corporation
shall not be required to advance such  expenses to an officer or director who is
a party to an action, suit or proceeding brought by the corporation and approved
by a majority of the Board of Directors of the corporation which alleges willful
misappropriation of corporate assets by such officer or director,  disclosure of
confidential  information in violation of such officer's or director's fiduciary
or  contractual  obligations  to  the  corporation  or  any  other  willful  and
deliberate  breach  in bad faith of such  officer's  or  director's  duty to the
corporation or its stockholders.
         The  foregoing  provisions  of this  Section  6 shall be deemed to be a
contract  between the  corporation  and each  officer and director who serves in
such  capacity  at any time while  this  bylaw is in  effect,  and any repeal or
modification  thereof shall not affect any rights or  obligations  then existing
with respect to any state of facts then or  theretofore  existing or any action,
suit or proceeding  theretofore or thereafter  brought based in whole or in part
upon any such state of facts.
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         The Board of Directors in its discretion  shall have power on behalf of
the corporation to indemnify any person, other than an officer or director, made
a party to any  action,  suit or  proceeding  by reason of the fact that he, his
testator or intestate, is or was an employee or agent of the corporation.
         To  assure  indemnification  under  this  Section  6 of all  directors,
officers and employees who are determined by the  corporation or otherwise to be
or to have been  "fiduciaries"  of any employee  benefit plan of the corporation
which may exist from time to time, Section 145 of the General Corporation Law of
Delaware  shall,  for the purposes of this Section 6, be interpreted as follows:
an "other  enterprise" shall be deemed to include such an employee benefit plan,
including without  limitation,  any plan of the corporation which is governed by
the Act of Congress entitled "Employee  Retirement Income Security Act of 1974,"
as amended from time to time; the corporation  shall be deemed to have requested
a person to serve an employee  benefit plan where the performance by such person
of his duties to the corporation  also imposes duties on, or otherwise  involves
services by, such person to the plan or  participants  or  beneficiaries  of the
plan; excise taxes assessed on a person with respect to an employee benefit plan
pursuant to such Act of Congress shall be deemed "fines."
                                  ARTICLE VIII
                                   AMENDMENTS
         Section  1.  Except  as  otherwise   provided  in  the  Certificate  of
Incorporation,  these  bylaws may be altered,  amended or repealed or new bylaws
may be adopted by the stockholders or a majority of the Board of Directors, when
such power is conferred

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upon the Board of Directors by the certificate of incorporation,  at any regular
meeting  of the  stockholders  or of the Board of  Directors  or at any  special
meeting  of the  stockholders  or of the  Board of  Directors  if notice of such
alteration,  amendment,  repeal or  adoption of new bylaws be  contained  in the
notice of such special meeting.






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