AMENDED AND RESTATED BY-LAWS

                                       OF

                           DIAMOND HOME SERVICES, INC.

                            (A DELAWARE CORPORATION)

                          as amended on March 18, 1999



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                                TABLE OF CONTENTS


ARTICLE 1 - CERTIFICATE OF INCORPORATION                                    PAGE

         Section 1.1.      Contents...........................................1
         Section 1.2.      Certificate in Effect..............................1

ARTICLE 2 - MEETINGS OF STOCKHOLDERS

         Section 2.1.      Place..............................................1
         Section 2.2.      Annual Meeting.....................................1
         Section 2.3.      Special Meetings...................................1
         Section 2.4.      Notice of Meetings.................................1
         Section 2.5.      Affidavit of Notice................................2
         Section 2.6.      Quorum.............................................2
         Section 2.7.      Voting Requirements................................2
         Section 2.8.      Proxies and Voting.................................2
         Section 2.9.      Director Nominations...............................3
         Section 2.10.     New Business.......................................3
         Section 2.11.     Stockholder List...................................4
         Section 2.12.     Record Date........................................4

ARTICLE 3 - DIRECTORS

         Section 3.1.      Duties.............................................5
         Section 3.2.      Number; Election and Term of Office................5
         Section 3.3.      Compensation.......................................5
         Section 3.4.      Reliance on Books..................................5

ARTICLE 4 - MEETINGS OF THE BOARD OF DIRECTORS

         Section 4.1.      Place..............................................5
         Section 4.2.      Annual Meeting.....................................6
         Section 4.3.      Regular Meetings...................................6
         Section 4.4.      Special Meetings...................................6
         Section 4.5.      Quorum.............................................6
         Section 4.6.      Action Without Meeting.............................6
         Section 4.7.      Telephone Meetings.................................6
         Section 4.8.      Interested Directors...............................7

ARTICLE 5 - COMMITTEES OF DIRECTORS

         Section 5.1.      Designation........................................7
         Section 5.2.      Records of Meetings................................8

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ARTICLE 6 - NOTICES

         Section 6.1.      Method of Giving Notice............................8
         Section 6.2.      Waiver.............................................9

ARTICLE 7 - OFFICERS

         Section 7.1.      In General.........................................9
         Section 7.2.      Principal Officers ................................9
         Section 7.3.      Election of Other Officers.........................9
         Section 7.4.      Salaries...........................................9
         Section 7.5.      Term of Office.....................................9
         Section 7.6.      The Chairman of the Board.........................10
         Section 7.7.      The Chief Executive Officer.......................10
         Section 7.8       The President and Chief Operating Officer.........10
         Section 7.9.      The Chief Financial Officer.......................10
         Section 7.10.     The Vice Presidents...............................10
         Section 7.11.     The Secretary.....................................11
         Section 7.12.     The Assistant Secretary...........................11
         Section 7.13.     The Treasurer.....................................11
         Section 7.14.     The Assistant Treasurer...........................11

ARTICLE 8 - RESIGNATIONS, REMOVALS AND VACANCIES

         Section 8.1.      Directors.........................................12
         Section 8.2.      Officers..........................................12

ARTICLE 9 - CERTIFICATE OF STOCK

         Section 9.1.      Issuance of Stock.................................13
         Section 9.2.      Right to Certificate; Form........................13
         Section 9.3.      Facsimile Signature...............................13
         Section 9.4.      Lost Certificates.................................13
         Section 9.5.      Transfer of Stock.................................14
         Section 9.6.      Registered Stockholders...........................14

ARTICLE 10 - INDEMNIFICATION

         Section 10.1.     Third Party Actions...............................14
         Section 10.2.     Derivative Actions................................14
         Section 10.3.     Expenses..........................................15
         Section 10.4.     Authorization.....................................15
         Section 10.5.     Advance Payment of Expenses.......................15
         Section 10.6.     Non-Exclusiveness.................................15
         Section 10.7.     Insurance.........................................15

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         Section 10.8.     Constituent Corporations..........................16
         Section 10.9.     Additional Indemnification........................16

ARTICLE 11 - EXECUTION OF PAPERS.............................................16

ARTICLE 12 - FISCAL YEAR.....................................................16

ARTICLE 13 - DEPOSITORIES....................................................17

ARTICLE 14 - SEAL............................................................17

ARTICLE 15 - OFFICES

         Section 15.1.     Registered Office.................................17
         Section 15.2.     Principal Office..................................17

ARTICLE 16 - AMENDMENTS......................................................17

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                           DIAMOND HOME SERVICES, INC.

                          AMENDED AND RESTATED BY-LAWS

                                    ARTICLE 1

                          CERTIFICATE OF INCORPORATION

                  Section 1.1. Contents. These By-laws, the powers of the
corporation and of its Directors and stockholders, and all matters concerning
the conduct and regulation of the business of the corporation shall be subject
to such provisions in regard thereto, if any, as are set forth in said
Certificate of Incorporation.

                  Section 1.2. Certificate in Effect. All references in these
By-laws to the Certificate of Incorporation shall be construed to mean the
Certificate of Incorporation of the corporation as from time to time amended and
restated, including (unless the context shall otherwise require) all
certificates and any agreement of consolidation or merger filed pursuant to the
Delaware General Corporation Law, as amended.

                                    ARTICLE 2

                            MEETINGS OF STOCKHOLDERS

                  Section 2.1. Place. All meetings of the stockholders may 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, the Chairman of the
Board or the President and stated in the notice of the meeting or in any duly
executed waiver of notice thereof.

                  Section 2.2. Annual Meeting. The annual meeting of the
stockholders, commencing in 1997, shall be held each year within 180 days after
the close of the immediately preceding fiscal year of the corporation, at such
date and time as shall be designated from time to time by the Board of
Directors, and stated in the notice or waiver of notice of the meeting.

                  Section 2.3. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by the
General Corporation Law of the State of Delaware, the Certificate of
Incorporation or these By-laws, may only be called by the President, the
Chairman of the Board or a majority of the Board of Directors then in office.
Such request shall state the purpose or purposes of the proposed meeting.

                  Section 2.4. Notice of Meetings. A written notice of all
meetings of stockholders stating the place, date and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the special
meeting is called, shall be given to each stockholder entitled to vote at such
meeting. Except as otherwise provided by law, such notice shall be given not
less than ten nor more than sixty (60) days before the date of the meeting. If
mailed, notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his

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address as it appears on the records of the corporation. Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice.

                  Section 2.5. Affidavit of Notice. An affidavit of the
Secretary or an Assistant Secretary or the transfer agent of the corporation
that notice of a stockholders meeting has been given shall, in the absences of
fraud, be prima facie evidence of the facts stated therein.

                  Section 2.6. Quorum. 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
statue or by the Certificate of Incorporation or by these By-laws. If, however,
such quorum shall not be present or represented by proxy at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, the Chairman of the Board or the President, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, except as hereinafter provided, 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 original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

                  Section 2.7. Voting Requirements. 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 shall decide any question
brought before such meeting, unless the question is one upon which by express
provision of any applicable statute, the Certificate of Incorporation or these
By-laws, a different vote is required, in which case such express provision
shall govern and control the decision of such question.

                  Section 2.8. Proxies and Voting. Unless otherwise provided by
the General Corporation Law of the State of Delaware, the Certificate of
Incorporation or these By-laws, 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. Persons holding stock in a fiduciary capacity shall be entitled
to vote the shares so held. Shares of the capital stock of the corporation owned
by the corporation shall not be voted, directly or indirectly.

                  If shares or other securities having voting power stand of
record in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary of the corporation is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect:


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                  (a) If only one votes, his act binds all;

                  (b) If more than one vote, the act of the majority so voting
         binds all;

                  (c) If more than one vote, but the vote is evenly split on any
         particular matter, each faction may vote the securities in question
         proportionally, or any person voting the shares, or a beneficiary, if
         any, may apply to the Court of Chancery or such other court as may have
         jurisdiction to appoint an additional person to act with the persons so
         voting the shares, which shall then be voted as determined by a
         majority of such persons and the person appointed by the Court. If the
         instrument so filed shows that any such tenancy is held in unequal
         interests, a majority or even split for the purpose of this subsection
         shall be a majority or even split in interest.

                  Section 2.9. Director Nominations. Nominations for the
election of Directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of Directors. Nominations by
stockholders shall be made in writing and delivered or mailed by first class
United States mail, postage prepaid, to the Secretary of the corporation not
less than sixty (60) nor more than ninety (90) days prior to the date of the
annual meeting or if the corporation mails its notice and proxy to the
stockholders less than sixty (60) days prior to the annual meeting, within ten
(10) days after the notice and proxy is mailed. Each stockholder nomination
shall set forth (i) the name, age, business address and, if known, residence
address of each nominee proposed in such nomination, (ii) the principal
occupation or employment of each such nominee, and (iii) the number of shares of
capital stock of the corporation which are beneficially owned by each nominee;
and in addition, evidence of the nominee's willingness to serve as a Director
shall also be provided. Upon delivery, such nominations shall be posted in a
conspicuous place in the principal office of the corporation. Ballots bearing
the names of all persons nominated by the stockholders shall be provided for use
at the annual meeting.

                  The chairman of the meeting of stockholders at which any
election of Directors is to occur may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

                  Section 2.10. New Business. Any new business to be taken up at
any meeting of the stockholders, other than such new business to be taken up at
the request of the Chairman of the Board or the Board of Directors, shall be
stated in writing and delivered or mailed by first class United States mail,
postage prepaid, to the Secretary of the corporation at the principal executive
offices of the corporation not less than ninety (90) nor more than one hundred
twenty (120) days before the first anniversary of the date of the most recent
annual meeting (the "New Business Due Date"), and all business so stated,
proposed, and delivered or mailed shall be considered at the annual meeting; but
no other proposal shall be acted upon at the annual meeting. This provision
shall not prevent the consideration and approval or disapproval at the annual
meeting of reports of officers, Directors, and committees; but in connection
with such reports, no new business shall be acted upon at such annual meeting
unless stated and filed as herein provided. If the chairman of the annual
meeting determines that business was not

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properly brought before the annual meeting in accordance with the foregoing
procedures, the chairman shall declare to the meeting that the business was not
properly brought before the meeting and such business shall not be transacted.

                  Section 2.11. Stockholder List. The officer who has charge of
the stock ledger of the corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The original or duplicate stock ledger shall be the
only evidence as to who are the stockholders entitled to examine such list, the
stock ledger or the books of the corporation, or to vote in person or by proxy
at any meeting of stockholders.

                  Section 2.12. Record Date. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date of the adjourned meeting.

                  If no record date is fixed by the Board of Directors:

                  (a) The record date for determining stockholders entitled to
         notice of or to vote at a meeting of stockholders shall be at the close
         of business on the day next preceding the day on which notice is given,
         or, if notice is waived, at the close of business on the day next
         preceding the day on which the meeting is held.

                  (b) The record date for determining stockholders for any other
         purpose shall be at the close of business on the day on which the Board
         of Directors adopts the resolution relating thereto.




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                                    ARTICLE 3

                                    DIRECTORS

                  Section 3.1. Duties. The business and affairs 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 the General Corporation Law of the State of
Delaware, nor by the Certificate of Incorporation nor by these By-laws directed
or required to be exercised or done by the stockholders.

                  Section 3.2. Number; Election and Term of Office. The number
of Directors which shall constitute the whole Board of the corporation shall be
as determined from time to time exclusively by the Board of Directors and set
forth in a resolution of the Board of Directors. Directors shall be elected by
the Corporation's stockholders at the annual meeting of the stockholders, except
as provided in Section 8.1 of Article 8, and each Director elected shall hold
office until the next annual meeting of stockholders and until a successor is
duly elected and qualified or until his or her earlier death, resignation or
removal. Directors need not be stockholders.

                  Section 3.3. Compensation. Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, the Board of Directors shall have
the authority to fix the compensation of Directors. The Directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as Directors. 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.

                  Section 3.4. Reliance on Books. A member of the Board of
Directors or a member of any committee designated by the Board of Directors
shall, in the performance of his duties, be fully protected in relying in good
faith upon the books of account or reports made to the corporation by any of its
officers, or by an independent certified public accountant, or by an appraiser
selected with reasonable care by the Board of Directors or by any committee, or
in relying in good faith upon other records of the corporation.


                                    ARTICLE 4

                       MEETINGS OF THE BOARD OF DIRECTORS

                  Section 4.1. Place. The Board of Directors of the corporation
may hold meetings, both regular and special, at such place or places within or
without the State of Delaware as the Board of Directors may from time to time
determine, or as may be specified or fixed in the respective notices or waivers
of notice of such meeting.


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                  Section 4.2. Annual Meeting. The annual meeting of the Board
of Directors shall be held immediately following the annual meeting of
stockholders each year or any special meeting held in lieu thereof, or at such
other time as the Board of Directors may from time to time determine or as may
be specified or fixed in the notices or waivers of notice of such meeting.

                  Section 4.3. Regular Meetings. 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 4.4. Special Meetings. Special meetings of the Board
may be called by the Chairman of the Board or the President on two (2) days'
notice to each Director either personally, by mail, by telegram or by facsimile.
Special meetings shall be called by the Chairman of the Board, the President or
the Secretary in like manner and on like notice on the written request of any
two Directors unless the Board consists of only one Director, in which case
special meetings shall be called by the Chairman of the Board, the President or
the Secretary in like manner and on like notice on the written request of the
sole Director.

                  Section 4.5. Quorum. 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 or by these By-laws. Common or interested Directors may be counted
in determining the presence of a quorum at a meeting of the Board of Directors.
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 4.6. Action Without Meeting. Unless otherwise
restricted by the Certificate of Incorporation or these By-laws, 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 4.7. Telephone Meetings. Unless otherwise restricted
by the Certificate of Incorporation or these By-laws, 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.



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                  Section 4.8.  Interested Directors.

                  (a) No contract or transaction between a corporation and one
or more of its Directors or officers, or between a corporation and any other
corporation, partnership, association, or other organization in which one or
more of its Directors or officers are Directors or officers, or have a financial
interest, 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 or committee which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:

                  (i) 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 vote of
         a majority of the disinterested Directors, even though the
         disinterested Directors be less than a quorum; or

                  (ii) 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

                  (iii) 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 or the stockholders.

                  (b) 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.


                                    ARTICLE 5

                             COMMITTEE OF DIRECTORS

                  Section 5.1.  Designation.

                  (a) 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.

                  (b) In the absence or 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.

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                  (c) Any such committee, to the extent provided in the
resolution of the Board of Directors designating the committee, 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, to the extent such
powers and authority are permitted by the Delaware General Corporation Law as
such may be amended from time to time. 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.

                  (d) The following committees shall automatically and without
any further action be designated, with the responsibilities and authorities
described:

                  (i) Executive Committee: The Executive Committee 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 the Executive Committee shall not have the
         power or authority in reference to (i) amending the Certificate of
         Incorporation, (ii) adopting an agreement of merger or consolidation,
         (iii) recommending to the stockholders the sale, lease or exchange of
         all or substantially all of the corporation's property and assets, (iv)
         recommending to the stockholders a dissolution of the corporation or a
         revocation of a dissolution, (v) amending the By-laws of the
         corporation or (vi) taking any actions prohibited by the Corporation's
         Certificate of Incorporation, Amended and Restated By-laws or
         applicable law.

                  (ii) Compensation Committee: The Compensation Committee shall
         review and determine the annual salary, bonus, stock options and other
         benefits of the Corporation's management.

                  (iii) Audit Committee: The Audit Committee shall oversee the
         Corporation's internal accounting controls, review the internal audit
         department of the Corporation, participate in the selection of
         independent auditors, review the audit plan with the independent
         auditors and review the annual report and the independent audit.

                  Section 5.2. Records of Meetings. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.


                                    ARTICLE 6

                                     NOTICES

                  Section 6.1. Method of Giving Notice. Whenever, under any
provision of the General Corporation Law of the State of Delaware or of the
Certificate of Incorporation or of these By-laws, notice is required to be given
to any Director or stockholder, such notice shall be

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given in writing by the Secretary or the person or persons calling the meeting
by leaving such notice with such Director or stockholder at his residence or
usual place of business or by mailing it addressed to such Director or
stockholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be personally delivered or deposited in the United
States mail. Notice to Directors may also be given by telegram or facsimile.

                  Section 6.2. Waiver. Whenever any notice is required to be
given under any provision of the General Corporation Law of the State of
Delaware or of the Certificate of Incorporation or of these By-laws, 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 to
notice. 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. Neither 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 need be
specified in any written waiver of notice.

                                    ARTICLE 7

                                    OFFICERS

                  Section 7.1. In General. The officers of the corporation shall
be chosen by the Board of Directors and shall include a Chairman of the Board, a
Chief Executive Officer, a President and Chief Operating Officer, a Chief
Financial Officer, a Secretary and a Treasurer. The Board of Directors may also
choose one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these By-laws otherwise provide.

                  Section 7.2. Principal Officers. The officers shall be chosen
by the Board of Directors. The officers shall be a Chairman of the Board, a
Chief Executive Officer, a President and Chief Operating Officer, a Chief
Financial Officer, a Secretary, and a Treasurer. Any person may hold two or more
offices at the same time.

                  Section 7.3. Election of Other Officers. The Board of
Directors may appoint such other officers and agents as it shall deem
appropriate 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 7.4. Salaries. The salaries of all officers and agents
of the corporation may be fixed by the Board of Directors.

                  Section 7.5. Term of Office. The officers of the corporation
shall hold office until their successors are elected and qualified or until
their earlier resignation or removal. Any officer elected or appointed by the
Board of Directors may be removed at any time in the manner specified in Section
8.2.

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                  Section 7.6. The Chairman of the Board. The Chairman of the
Board of Directors, subject only to the Board of Directors, shall have
supervisory authority over, and general management and control of, the property,
business and affairs of the corporation. He shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman, pursuant to the
authorization of the Board of Directors, shall have authority to vote all shares
of capital stock of any other corporation, standing in the name of the
corporation, at any meeting of stockholders of such other corporation, and may,
on behalf of the corporation, waive any notice of the calling of any such
meeting, and, pursuant to the authorization of the Board of Directors, may be
given written proxy in the name of the corporation to vote any or all shares of
capital stock of such other corporation owned by the corporation at any such
meeting. The Chairman shall perform such other duties as may be prescribed by
the Board of Directors from time to time.

                  Section 7.7. The Chief Executive Officer. The Chief Executive
Officer of the corporation, subject to the control of the Board of Directors and
the Chairman of the Board, shall in general supervise the business and affairs
of the corporation. The Chief Executive Officer shall, when the Chairman is not
present, preside at all meetings of the stockholders and of the Board of
Directors. The Chief Executive Officer may sign, with the Secretary or any other
proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of chief executive officer and such other duties
as may be prescribed by the Board of Directors from time to time.

                  Section 7.8. The President and Chief Operating Officer. The
President and Chief Operating Officer (the "President"), subject to the control
of the Board of Directors, the Chairman of the Board and the Chief Executive
Officer, shall in general supervise the business and affairs of the corporation.
The President shall have particular responsibility for day-to-day operations of
the corporation. The President shall, when the Chairman and Chief Executive
Officer are not present, preside at all meetings of the stockholders and of the
Board of Directors. The President may sign, with the Secretary or any other
proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

                  Section 7.9. The Chief Financial Officer. The Chief Financial
Officer shall perform such duties and have such other powers as the Board of
Directors, the Chairman of the Board, the Chief Executive Officer or the
President may from time to time prescribe.

                  Section 7.10. The Vice Presidents. The Vice Presidents shall
be designated in order as executive Vice President, Senior Vice President or
Vice President. There may be more than one person designated for each such
title. The Vice Presidents shall perform such duties as

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from time to time may be assigned to such Vice President by the Board of
Directors, the Chief Executive Officer, the President or Vice Presidents senior
in rank to such Vice President. The Vice President, in the absence of the
President or in the event of the President's death, inability or refusal to act,
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.

                  Section 7.11. The Secretary. 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 shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, except as otherwise provided in these By-laws, and shall perform such
other duties as may be prescribed by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President, under whose supervision he
shall be. He shall have charge of the stock ledger (which may, however, be kept
by any transfer agent or agents of the corporation under his direction) and of
the corporate seal of the corporation.

                  Section 7.12. The Assistant Secretary. 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 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, the Chairman of the Board or the Chief
Executive Officer may from time to time prescribe.

                  Section 7.13. The Treasurer. The Treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse or supervise the disbursement of 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 Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all of his transactions as Treasurer and of the financial
condition of the corporation. If required by the Board of Directors, he shall
give the corporation a bond 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 this office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

                  Section 7.14. The Assistant Treasurer. The Assistant
Treasurer, or if there shall be more than one, the 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 Treasurer or in the event of his inability or refusal to act, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors, the Chairman of the
Board or the Chief Executive Officer may from time to time prescribe.

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                                    ARTICLE 8

                      RESIGNATIONS, REMOVALS AND VACANCIES

                  Section 8.1.  Directors.

                  (a) Resignations. Any Director may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board, the
President or the Secretary. Such resignation shall take effect at the time
specified therein; and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

                  (b) Removals. Subject to any provisions of the Certificate of
Incorporation, the holders of stock entitled to vote for the election of
Directors may, at any meeting called for that purpose, by the affirmative vote
of a majority of the shares of such stock outstanding and entitled to vote
thereat, remove any Director or the entire Board of Directors, with or without
cause.

                  Whenever the holders of any class or series are entitled to
elect one or more Directors by the Certificate of Incorporation, this subsection
shall apply, in respect to the removal of a Director or Directors so elected, to
the vote of the holders of the outstanding shares of that class or series and
not to the vote of the outstanding shares as a whole.

                  (c) Vacancies. Vacancies occurring in the office of Director
and newly created Directorships resulting from any increase in the authorized
number of Directors shall be filled by a majority of the Directors then in
office, though less than a quorum, and the Directors so chosen shall hold
office, subject to the By-laws, until the next election of the class for which
such Directors shall have been chosen, and until their successors are duly
elected and qualified or until their earlier resignation or removal. Whenever
the holders of any class or classes of stock or series thereof are entitled to
elect one or more Directors by the Certificate of Incorporation, vacancies and
newly created Directorships of such class or classes or series may be filled by
a majority of the Directors elected by such class or classes or series thereof
then in office, or by a sole remaining Director so elected.

                  If there are no Directors in office, then an election of
Directors may be held in the manner provided by statute.

                  Unless otherwise provided in the Certificate of Incorporation
or these By-laws, when one or more Directors shall resign from the Board,
effective at a future date, a majority of the Directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective, and each Director so chosen shall hold office as
provided in this section in the filling of other vacancies.

                  Section 8.2. Officers. Any officer may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board, the
Chief Executive Officer, the President and Chief Operating Officer or the
Secretary. Such resignation shall take effect at the time specified therein; and
unless otherwise specified therein, the acceptance of such resignation

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<PAGE>



shall not be necessary to make it effective. The Board of Directors may, at any
meeting called for that purpose, by vote of a majority of their entire number,
removal from office any officer of the corporation or any member of a committee,
with or without cause. Any vacancy occurring in the office of Chairman of the
Board, Chief Executive Officer, President and Chief Operating Officer, Secretary
or Treasurer shall be filled by the Board of Directors and the officers so
chosen shall hold office subject to the By-laws for the unexpired term in
respect of which the vacancy occurred and until their successors shall be
elected and qualify or until their earlier resignation or removal.

                                    ARTICLE 9

                              CERTIFICATE OF STOCK

                  Section 9.1. Issuance of Stock. The Directors may, at any time
and from time to time, if all of the shares of capital stock which the
corporation is authorized by its Certificate of Incorporation to issue have not
been issued, subscribed for, or otherwise committed to be issued, issue or take
subscriptions for additional shares of its capital stock up to the amount
authorized in its Certificate of Incorporation. Such stock shall be issued and
the consideration therefor in the manner prescribed by law. Shares of stock with
par value may be issued for such consideration, having a value not less than par
value thereof.

                  Section 9.2. Right to Certificate; Form. Every holder of stock
in the corporation shall be entitled to have a certificate, signed by, or in the
name of the corporation by, the Chairman of the Board, the President or a Vice
President and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the corporation, certifying the number of shares owned by
him in the corporation; provided that the Directors may provide by one or more
resolutions that some or all of any or all classes or series of the
corporation's stock shall be uncertified shares. 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.

                  Section 9.3. Facsimile Signature. 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.

                  Section 9.4. Lost Certificates. The Board or 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.

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                  Section 9.5. Transfer of Stock. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, 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.

                  Section 9.6. Registered Stockholders. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and 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 General
Corporation Law of the State of Delaware.


                                   ARTICLE 10

                                 INDEMNIFICATION

                  Section 10.1. Third Party Actions. The corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a Director
or officer of the corporation, or is or was serving at the request of the
corporation as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believes to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon 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 action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

                  Section 10.2. Derivative Actions. The corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that is or
was a Director or officer of the corporation, or is or was serving at the
request of the corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the

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corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

                  Section 10.3. Expenses. To the extent that a Director or
officer of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
or in defense of claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

                  Section 10.4. Authorization. Any indemnification under
Sections 10.1 and 10.2 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the Director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in Sections 10.1
and 10.2. Such determination shall be made by (a) the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable, a quorum of disinterested Directors so directs, by independent
legal counsel in a written opinion, or (c) by the stockholders.

                  Section 10.5. Advance Payment of Expenses. Expenses (including
attorneys' fees) incurred by an officer or Director in defending any civil,
criminal, administrative or investigative action, suit or proceeding 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 is
not entitled to be indemnified by the corporation as authorized in this Article
10.

                  Section 10.6. Non-Exclusiveness. The indemnification and
advancement of expenses provided by this Article 10 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-Law, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

                  The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article 10 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a Director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  Section 10.7. Insurance. The corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
Director or officer of the corporation, or is or was serving at the request of
the corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this
Article 10.

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<PAGE>




                  For purposes of this Article 10, references to "other
enterprises" shall include employee benefit plans; references to "fines' shall
include any excise taxes assessed on a person with respect to any 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 section.

                  Section 10.8. Constituent Corporations. The corporation shall
have power to indemnify any person who is or was a Director, officer, employee
or agent of a constituent corporation absorbed in a consolidation or merger with
this corporation or who is or was serving at the request of such constituent
corporation as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, in the same manner as
hereinabove provided so that such persons will stand in the same position under
this Article with respect to this corporation as he would have stood with
respect to such constituent corporation if its separate existence had continued.

                  Section 10.9. Additional Indemnification. In addition to the
forgoing provisions of this Article 10, the corporation shall have the power, to
the full extent provided by law, to indemnify any person for any act or omission
of such person against all loss, cost, damage and expense (including attorneys'
fees) if such person is determined (in the manner prescribed in Section 10.4
hereof) to have acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interest of the corporation.


                                   ARTICLE 11

                               EXECUTION OF PAPERS

                  Except as otherwise provided in these By-laws or as the Board
of Directors may generally or in particular cases otherwise determine, all
deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other
instruments authorized to be executed on behalf of the corporation shall be
executed by any officer, agent or agents as may be authorized by the Board of
Directors from time to time.

                                   ARTICLE 12

                                   FISCAL YEAR

                  The fiscal year of the corporation shall end on the 31st day
of December of each year.


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                                   ARTICLE 13

                                  DEPOSITORIES

                  The Board of Directors or an officer designated by the Board
shall appoint banks, trust companies, or other depositories in which shall be
deposited from time to time the money or securities of the corporation.


                                   ARTICLE 14

                                      SEAL

                  The Corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the word "Delaware." The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                                   ARTICLE 15

                                     OFFICES

                  Section 15.1. Registered Office. The registered office in the
State of Delaware shall be located at 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the corporation's registered agent
at such address shall be The Corporation Trust Corporation.

                  Section 15.2. Principal Office. The corporation may also have
offices 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 16

                                   AMENDMENTS

                  These By-laws may be amended or repealed by the vote of a
majority of the directors present at any meeting at which a quorum is present or
by the vote of the holders of the majority of the total outstanding voting stock
of the corporation, present in person or represented by proxy, at any meeting of
stockholders at which a quorum is present.



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