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                             AMENDED AND RESTATED BYLAWS

                                          OF

                            INSIGHT HEALTH SERVICES CORP.

                                A Delaware Corporation

                                       PREAMBLE

    These bylaws are subject to, and governed by, the General Corporation Law
of the State of Delaware (the "Delaware General Corporation Law") and the
certificate of incorporation of InSight Health Services Corp., a Delaware
corporation (the "Corporation").  References herein to the certificate of
incorporation shall be interpreted and construed to mean the certificate of
incorporation of the Corporation, as in existence from time to time, including
any amendments thereto, restatements thereof and certificates of designations in
effect at such times.  In the event of a direct conflict between the provisions
of these bylaws and the provisions of the Delaware General Corporation Law or
the provisions of the certificate of incorporation, such provisions of the
Delaware General Corporation Law or the certificate of incorporation, as the
case may be, will be controlling.

                                  ARTICLE 1: OFFICES

    1.1  REGISTERED OFFICE AND AGENT.  The registered office of the Corporation
in the state of Delaware shall be located at 1013 Centre Road, Wilmington,
Delaware 19805-1297.  The name of the Corporation's registered agent at such
address shall be CSC Networks/Prentice Hall Corporate Services.  The registered
office and registered agent of the Corporation shall be as designated from time
to time by action of the Board of Directors and by the appropriate filing by the
Corporation in the office of the Secretary of State of the State of Delaware.

    1.2  OTHER OFFICES.  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 as the business of the Corporation may
require.

                          ARTICLE 2: MEETINGS OF STOCKHOLDERS

    2.1  ANNUAL MEETING.  An annual meeting of stockholders of the Corporation
shall be held each calendar year on such date and at such time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting or in a duly executed waiver of notice of such meeting.  At such
meeting, the stockholders shall elect directors and transact such other business
as may properly be brought before the meeting.

    2.2  SPECIAL MEETING.  A special meeting of the stockholders may be called
at any time by the Board of Directors, the chairman of the board, or the
President, and shall be called by the President or the Secretary at the request
in writing of the stockholders of record of shares entitled to cast not less
than ten percent (10%) of all votes entitled to be cast at such meeting or as

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otherwise provided by the certificate of incorporation.  A special meeting 
shall be held on such date and at such time as shall be designated by the 
person(s) calling the meeting and stated in the notice of the meeting or in a 
duly executed waiver of notice of such meeting.  Only such business shall be 
transacted at a special meeting as may be stated or indicated in the notice 
of such meeting or in a duly executed waiver of notice of such meeting.

    2.3  PLACE OF MEETINGS.  An annual meeting of stockholders may be held at 
any place within or without the State of Delaware designated by the Board of 
Directors.  A special meeting of stockholders may be held at any place within 
or without the State of Delaware designated in the notice of the meeting or a 
duly executed waiver of notice of such meeting.  Meetings of stockholders 
shall be held at the principal office of the Corporation unless another place 
is designated for meetings in the manner provided herein.

    2.4  NOTICE.  Written or printed notice stating the place, day, and time 
of each meeting of the stockholders and, in case of a special meeting, the 
purpose or purposes for which the meeting is called shall be delivered not 
less than ten (10) nor more than sixty (60) days before the date of the 
meeting, either personally or by mail, by or at the direction of the 
President, the Secretary, or the officer or person(s) calling the meeting, to 
each stockholder of record entitled to vote at such meeting.  If such notice 
is to be sent by mail, it shall be directed to such stockholder at his 
address as it appears on the records of the Corporation, unless he shall have 
filed with the Secretary of the Corporation a written request that notices to 
him be mailed to some other address, in which case it shall be directed to 
him at such other address. Notice of any meeting of stockholders shall not be 
required to be given to any stockholder who shall attend such meeting in 
person or by proxy and shall not, at the beginning of such meeting, object to 
the transaction of any business because the meeting is not lawfully called or 
convened, or who shall, either before or after the meeting, submit a signed 
waiver of notice, in person or by proxy.

    2.5  VOTING LIST.  At least ten (10) days before each meeting of 
stockholders, the Secretary or other officer of the Corporation who has 
charge of the Corporation's stock ledger, either directly or through another 
officer appointed by him or through a transfer agent appointed by the Board 
of Directors, shall prepare a complete list of stockholders entitled to vote 
thereat, arranged in alphabetical order and showing the address of each 
stockholder and number of shares registered in the name of each stockholder. 
For a period of ten (10) days prior to such meeting, such list shall be kept 
on file at a place within the city where the meeting is to be held, which 
place shall be specified in the notice of meeting or a duly executed waiver 
of notice of such meeting or, if not so specified, at the place where the 
meeting is to be held and shall be open to examination by any stockholder 
during ordinary business hours.  Such list shall be produced at such meeting 
and kept at the meeting at all times during such meeting and may be inspected 
by any stockholder who is present.

    2.6  QUORUM.  The holders of shares entitled to cast a majority of the 
votes entitled to be cast on a matter, present in person or by proxy, shall 
constitute a quorum at any meeting of stockholders, except as otherwise 
provided by law, the certificate of incorporation, or these bylaws.  If a 
quorum shall not be present, in person or by proxy, at any meeting of 
stockholders, the stockholders entitled to vote thereat who are present, in 
person or by proxy, or, if no

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stockholder entitled to vote is present, any officer of the Corporation may 
adjourn the meeting from time to time, without notice other than announcement 
at the meeting (unless the Board of Directors, after such adjournment, fixes 
a new record date for the adjourned meeting), until a quorum shall be 
present, in person or by proxy.  At any adjourned meeting at which a quorum 
shall be present, in person or by proxy, any business may be transacted which 
may have been transacted at the original meeting had a quorum been present; 
provided that, 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 adjourned meeting.

    2.7  REQUIRED VOTE: WITHDRAWAL OF QUORUM.  When a quorum is present at 
any meeting, the vote of the holders of shares entitled to cast at least a 
majority of the votes entitled to be cast by holders who are present, in 
person or by proxy, shall decide any question brought before such meeting, 
unless the question is one on which, by express provision of statute, 
applicable stock exchange, NASD, Inc. or Nasdaq rules, the certificate of 
incorporation, or these bylaws, a different vote is required, in which case 
such express provision shall govern and control the decision of such 
question.  The stockholders present at a duly constituted meeting may 
continue to transact business until adjournment, notwithstanding the 
withdrawal of enough stockholders to leave less than a quorum.

    2.8  METHOD OF VOTING: PROXIES.  Except as otherwise provided in the 
certificate of incorporation or by law, each outstanding share, regardless of 
class, shall be entitled to one (1) vote on each matter submitted to a vote 
at a meeting of stockholders.  Elections of directors need not be by written 
ballot. At any meeting of stockholders, every stockholder having the right to 
vote may vote either in person or by a proxy executed in writing by the 
stockholder or by his duly authorized attorney-in-fact.  Each such proxy 
shall be filed with the Secretary of the Corporation before or at the time of 
the meeting.  No proxy shall be valid after three (3) years from the date of 
its execution, unless otherwise provided in the proxy.  If no date is stated 
in a proxy, such proxy shall be presumed to have been executed on the date of 
the meeting at which it is to be voted.  Each proxy shall be revocable unless 
expressly provided therein to be irrevocable and coupled with an interest 
sufficient in law to support an irrevocable power or unless otherwise made 
irrevocable by law.

    2.9  RECORD DATE.  (a)  For the purpose of determining stockholders 
entitled to notice of or to vote at any meeting of stockholders, or any 
adjournment thereof, or entitled to receive payment of any dividend or other 
distribution or allotment of any rights, or entitled to exercise any rights 
in respect of any change, conversion, or exchange of stock or for the purpose 
of any other lawful action, the Board of Directors may fix a record date, 
which record date shall not precede the date upon which the resolution fixing 
the record date is adopted by the Board of Directors, for any such 
determination of stockholders, such date in any case to be not more than 
sixty (60) days and not less than ten (10) days prior to such meeting nor 
more than sixty (60) days prior to any other action.  If no record date is 
fixed:

         (i)    The record date for determining stockholders entitled to 
    notice of or to vote at a meeting of stockholders shall be at the close 
    of business on the day next preceding the

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    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.

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

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

    (b)  In order that the Corporation may determine the stockholders 
entitled to consent to corporate action in writing without a meeting, the 
Board of Directors may fix a record date, which record date shall not precede 
the date upon which the resolution fixing the record date is adopted by the 
Board of Directors, and which date shall not be more than ten (10) days after 
the date upon which the resolution fixing the record date is adopted by the 
Board of Directors.  If no record date has been fixed by the Board of 
Directors, the record date for determining stockholders entitled to consent 
to corporate action in writing without a meeting, when no prior action by the 
Board of Directors is required by law or these bylaws, shall be the first 
date on which a signed written consent setting forth the action taken or 
proposed to be taken is delivered to the Corporation by delivery to its 
registered office in the State of Delaware, its principal place of business, 
or an officer or agent of the Corporation having custody of the book in which 
proceedings of meetings of stockholders are recorded.  Delivery made to the 
Corporation's registered office in the State of Delaware or principal place 
of business shall be by hand or by certified or registered mail, return 
receipt requested.  If no record date has been fixed by the Board of 
Directors and prior action by the Board of Directors is required by law or 
these bylaws, the record date for determining stockholders entitled to 
consent to corporate action in writing without a meeting shall be at the 
close of business on the day on which the Board of Directors adopts the 
resolution taking such prior action.

    2.10 CONDUCT OF MEETING.  The Chairman shall preside at all meetings of 
stockholders.  The Secretary shall keep the records of each meeting of 
stockholders.  In the absence or inability to act of any such officer, such 
officer's duties shall be performed by the officer given the authority to act 
for such absent or non-acting officer under these bylaws or by some person 
appointed by the meeting.

    2.11 INSPECTORS.  The Board of Directors may, in advance of any meeting 
of stockholders, appoint one or more inspectors to act at such meeting or any 
adjournment thereof.  If any of the inspectors so appointed shall fail to 
appear or act, the chairman of the meeting shall, or if inspectors shall not 
have been appointed, the chairman of the meeting may, appoint one or more 
inspectors. Each inspector, before entering upon the discharge of his duties, 
shall take and sign an oath faithfully to execute the duties of inspector at 
such meeting with strict impartiality and according to the best of his 
ability.  The inspectors shall determine the number of shares of capital 
stock of the Corporation outstanding and the voting power of each, the number 
of shares represented at the meeting, the existence of a quorum, and the 
validity and effect of proxies and

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shall receive votes, ballots, or consents, hear and determine all challenges 
and questions arising in connection with the right to vote, count and 
tabulate all votes, ballots, or consents, determine the results, and do such 
acts as are proper to conduct the election or vote with fairness to all 
stockholders.  On request of the chairman of the meeting, the inspectors 
shall make a report in writing of any challenge, request, or matter 
determined by them and shall execute a certificate of any fact found by them. 
 No director or candidate for the office of director shall act as an 
inspector of an election of directors.  Inspectors need not be stockholders.

    2.12 ACTION BY WRITTEN CONSENT.  Unless otherwise provided in the 
certificate of incorporation, any action required to be taken at any annual 
or special meeting of stockholders of the Corporation, or any action which 
may be taken at any annual or special meeting of such stockholders, may be 
taken without a meeting, without prior notice and without a vote, if a 
consent or consents in writing, setting forth the action so taken and bearing 
the dates of signature of the stockholders who signed the consent or 
consents, shall be signed by the holders of outstanding stock having not less 
than the minimum number of votes that would be necessary to authorize or take 
such action at a meeting at which all shares entitled to vote thereon were 
present and voted and shall be delivered to the Corporation by delivery to 
its registered office in the State of Delaware, or the Corporation's 
principal place of business, or an officer or agent of the Corporation having 
custody of the book or books in which proceedings of meetings of the 
stockholders are recorded.  Delivery made to the Corporation's registered 
office shall be by hand or by certified or registered mail, return receipt 
requested.  All consents properly delivered in accordance with this section 
shall be deemed to be recorded when so delivered.  No written consent shall 
be effective to take the corporate action referred to therein unless, within 
sixty (60) days of the earliest dated consent delivered to the Corporation as 
required by this section, written consents signed by the holders of a 
sufficient number of shares to take such corporate action are so recorded. 
Prompt notice of the taking of the corporate action without a meeting by less 
than unanimous written consent shall be given to those stockholders who have 
not consented in writing and who, if the action had been taken at a meeting, 
would have been entitled to notice of the meeting if the record date for such 
meeting had been the date that written consents signed by a sufficient number 
of holders were delivered to the Corporation.  Any action taken pursuant to 
such written consent or consents of the stockholders shall have the same 
force and effect as if taken by the stockholders at a meeting thereof.

    2.13 NOTICE OF STOCKHOLDER NOMINEES.  

         (a)  Only persons who are nominated in accordance with the 
procedures set forth in this Section 2.13 shall be eligible for election as 
directors of the Corporation.  Nominations of persons for election to the 
Board of Directors may be made at a meeting of the Corporation's stockholders 
(i) by or at the direction of the Board of Directors or (ii) by any 
stockholder of the Corporation entitled to vote for the election of the 
director so nominated at such meeting who complies with the procedures set 
forth in this Section 2.13.

         (b)  All nominations by stockholders shall be made pursuant to 
timely notice in proper written form to the Secretary of the Corporation.  To 
be timely, a stockholder's notice shall be delivered to or mailed and 
received at the principal executive offices of the Corporation

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not less than 50 days nor more than 75 days before the meeting; provided, 
however, that if less than 65 days' notice or prior public disclosure of the 
date of the meeting is given or made to the stockholders, notice by the 
stockholder must be received at the principal executive offices of the 
Corporation not later than the close of business on the 15th day following 
the day on which such notice of the date of the meeting was mailed or such 
public disclosure was made, whichever occurs first.

         (c)  Such stockholder's notice shall set forth (i) as to each person 
whom such stockholder proposes to nominate for election or reelection as a 
director, all information relating to such person that is required to be 
disclosed in solicitations of proxies for election of directors, or is 
otherwise required, in each case pursuant to Regulation l4A under the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") (including 
such person's written consent to being named in the proxy statement as a 
nominee and to serving as a director if elected); (ii) as to the stockholder 
giving the notice (x) the name and address, as they appear on the 
Corporation's books of such stockholder and (y) the class and number of 
shares of the Corporation which are beneficially owned by such stockholder; 
and (iii) as to the beneficial owner, if any, on whose behalf the nomination 
is made, (x) the name and address of such person and (y) the class and number 
of shares of the Corporation which are beneficially owned by such person.  At 
the request of the Board of Directors any person nominated by the Board of 
Directors for election as a director shall furnish to the Secretary of the 
Corporation that information required to be set forth in the stockholder's 
notice of nomination which pertains to the nominee.

         (d)  No person shall be eligible for election as a director unless 
nominated in accordance with the procedures set forth in these Bylaws of the 
Corporation.  The chairman of the stockholders' meeting shall, if the facts 
warrant, determine and declare to the meeting that a nomination was not made 
in accordance with the procedures prescribed by these Bylaws, and if he shall 
so determine, he shall announce such determination to the meeting and the 
defective nomination shall be disregarded.  Notwithstanding the foregoing 
provisions of this Bylaw, a stockholder shall also comply with all applicable 
requirements of the Exchange Act and the rules and regulations thereunder 
with respect to the matters set forth in this Bylaw.

         (e)  (i)    Sections 2.13(a), (b), (c) and (d) shall not have any 
application or effect whatsoever with respect to the nomination or election 
of any director who, pursuant to the terms of the certificate of 
incorporation: (A) is to be elected by the holders of shares of either the 
Corporation's Series B Preferred Stock or Series C Preferred Stock (the 
"Preferred Stock Directors"), (B) is to be nominated (subject to approval of 
such nominee by the Board of Directors) jointly by the holders of shares of 
Series B Preferred Stock and Series C Preferred Stock (the "Joint Director"; 
prior to a Type B Event Date, all directors other than the Joint Director and 
the Preferred Stock Directors are the "Common Stock Directors") or (C) after 
a Type B Event Date is to be elected by holders of shares of the Series D 
Preferred Stock to a newly created directorship ("Conversion Directors").

              (ii)   With respect to the nomination and election of any 
Preferred Stock Director, the holders of shares of Series B Preferred Stock 
or of Series C Preferred Stock, as appropriate, shall give written notice to 
the Secretary of the Corporation of the identity of the

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person or persons nominated and elected as a director or directors by such 
holders.  Such written notice shall be executed, manually or by photocopy or 
facsimile, in any number of counterparts, by holders of a majority of the 
then outstanding shares of Series B Preferred Stock or Series C Preferred 
Stock, as appropriate.  The person so elected shall become a Preferred Stock 
Director immediately upon delivery to the Company of such notice, or at such 
other time as is specified therein.  No nominations for such director shall 
be made or received other than as described in this Section 2.13(e)(ii).  

              (iii)  With respect to the nomination and election of any 
Conversion Directors, on or after a Type B Event Date, the holders of shares 
of Series D Preferred Stock shall give written notice to the Secretary of the 
Corporation of the identity of the persons nominated and elected as a 
director by such holders.  Such written notice shall be executed, manually or 
by photocopy or facsimile, in any number of counterparts, by holders of a 
majority of the then outstanding shares of Series D Preferred Stock.  The 
persons so elected shall become Conversion Directors immediately upon 
delivery to the Company of such notice, or at such other time as is specified 
therein.  Election of such directors shall be by cumulative voting by the 
holders of the shares of Series D Preferred Stock.  No nominations for such 
director shall be made or received other than as described in this Section 
2.13(e)(iii).

                             ARTICLE 3: DIRECTORS

    3.1  MANAGEMENT.  The business and property of the Corporation shall be 
managed by or under the direction of the Board of Directors subject to the 
restrictions and delegations of power and authority contained in the 
certificate of incorporation or these bylaws.  Subject to the restrictions 
imposed by law, the certificate of incorporation, or these bylaws, the Board 
of Directors may exercise all the powers of the Corporation.  

    3.2  NUMBER: QUALIFICATION: ELECTION: TERM.  Prior to a Type B Event 
Date, the number of directors shall be no less than eight (8) nor more than 
nine (9) (the exact number within such range to be determined by the Board of 
Directors), of which one member shall be the Joint Director, up to three 
members (the exact number to be determined in accordance with the certificate 
of incorporation) shall be Preferred Stock Directors, and the remainder shall 
be Common Stock Directors.  After a Type B Event Date, the Board of Directors 
shall comprise: (i) one Joint Director, until the expiration of his term, as 
provided in the certificate of incorporation; (ii) three Preferred Stock 
Directors, until the expiration of their respective terms, after which time 
such positions previously elected by holders of the series of Preferred Stock 
that gave the Type B Conversion Notice shall be subject to election by 
holders of shares of Series D Preferred Stock, subject to the limitations 
contained in the Series D Certificate of Designation; (iii) not less than 
four (4) nor more than five (5) additional directors elected by holders of 
shares of Common Equity and Series D Preferred Stock, subject to the 
limitations contained in the Series D Certificate of Designation; and (iv) 
the Conversion Directors.

    3.3  MEETINGS OF DIRECTORS.  The directors may hold their meetings and 
may have an office and keep the books of the Corporation, except as otherwise 
provided by statute, in such place or places within or without the State of 
Delaware as the Board of Directors may from time

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to time determine or as shall be specified in the notice of such meeting or 
duly executed waiver of notice of such meeting.

    3.4  FIRST MEETING.  Each newly elected Board of Directors shall hold its 
first meeting for the purpose of organization and the transaction of 
business, if a quorum is present, immediately after and at the same place as 
the annual meeting of stockholders, and the newly constituted Board of 
Directors shall meet at the principal offices of the Corporation two calendar 
days after the delivery to the Company of the notice provided for in Section 
2.13(e)(iii)(in either case, such first meeting is the "First Meeting").

    3.5  ELECTION OF OFFICERS.  At each First Meeting, the Board of Directors 
shall select the officers of the Corporation.

    3.6  REGULAR MEETINGS.  Regular meetings of the Board of Directors shall 
be held at such times and places as shall be designated from time to time by 
resolution of the Board of Directors, but no less frequently than once per 
fiscal quarter.  Notice of such regular meetings shall not be required.

    3.7  SPECIAL MEETINGS.  Special meetings of the Board of Directors shall 
be held whenever called by or at the request of the chairman of the board, 
the President, any director, or as designated from time to time by resolution 
of the Board of Directors.

    3.8  NOTICE.  The Secretary shall give notice of each special meeting and 
of any First Meeting following a Type B Event Date, to each director at least 
24 hours before the meeting, either personally, by telephone, by mail, or by 
telegraph (facsimile).  Notice of any such meeting need not be given to any 
director who shall, either before or after the meeting, submit a signed 
waiver of notice or who shall attend such meeting without protesting, prior 
to or at its commencement, the lack of notice to him.  The business to be 
transacted at, and the purpose of, any regular or special meeting of the 
Board of Directors shall be specified in the notice or waiver of notice of 
such meeting.

    3.9  QUORUM: MAJORITY VOTE.  

    (a)  A majority of the total number of directors then in office shall 
constitute a quorum for the transaction of business, provided, that in no 
event shall a quorum consist of less than one third of the total number of 
directors established pursuant to Section 3.2 of this Article 3.  The vote of 
a majority of directors present at a meeting at which a quorum is present 
shall be the act of the Board of Directors, unless the question is one upon 
which by express provisions of an applicable law or of the certificate of 
incorporation or in this Section 3.9 or elsewhere in these bylaws a different 
vote is required, in which case such express provision shall govern and 
control the decision of such question.  

    (b)  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.

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    (c)  Section 6.14(c) of that certain Securities Purchase Agreement dated 
as of October 10, 1997 by and among the Corporation and certain entities 
providing, among other things, for the issuance and sale of shares of Series 
B Preferred Stock, and Section 6.14(c) of that certain Securities Purchase 
Agreement dated as of October 14, 1997 by and among the Corporation and 
certain entities providing, among other things, for the issuance and sale of 
shares of Series C Preferred Stock, contain provisions relating to the size 
of the stockholder or Board of Directors majority vote required for approval 
of certain transactions described in such Sections 6.14(c).  Notwithstanding 
any other provision of this Section 3.9, the approval of any waiver, consent, 
modification or any other action taken by or on behalf of the Corporation 
with respect to such provisions shall require the affirmative vote of a 
majority of the Common Stock Directors.

    3.10 COMPENSATION.  The Board of Directors shall have the authority to 
fix the compensation, including fees and reimbursement of expenses, paid to 
directors for attendance at regular or special meetings of the Board of 
Directors or any committee thereof; provided, that nothing contained herein 
shall be construed to preclude any director from serving the Corporation in 
any other capacity or receiving compensation therefor.

    3.11 TELEPHONE MEETINGS.  Members of the Board of Directors or any 
committee thereof may participate in and act at any meeting of such board or 
committee through the use of a conference telephone or other communications 
equipment by means of which all persons participating in the meeting can hear 
each other, and participation in the meeting pursuant to this section shall 
constitute presence in person at the meeting.

    3.12 WAIVER OF NOTICE AND PRESUMPTION OF ASSENT.  Any member of the Board 
of Directors or any committee thereof who is present at a meeting shall be 
conclusively presumed to have waived notice of such meeting except when such 
member attends 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.  Such member shall be conclusively presumed to 
have assented to any action taken unless his or her dissent shall be entered 
in the minutes of the meeting or unless his or her written dissent to such 
action shall be filed with the person acting as the secretary of the meeting 
before the adjournment thereof or shall be forwarded by registered mail to 
the Secretary of the Corporation immediately after the adjournment of the 
meeting.  Such right to dissent shall not apply to any member who voted in 
favor of such action

    3.13 ACTION BY WRITTEN CONSENT.  Unless otherwise restricted by the 
certificate of incorporation, 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. 

                              ARTICLE 4:  COMMITTEES

    4.1  DESIGNATION    The following committees of the Board of Directors are
hereby created, and the Board of Directors shall appoint the following
committees of the Board of Directors with the respective duties, membership and
voting requirements stated below.  After such appointment and until a Type B
Event Date, the following matters shall be deemed

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approved by the Board of Directors only upon receiving the affirmative vote 
of a majority of the Board of Directors and a majority of the directors 
elected by the holders of the Series B Preferred Stock and the Series C 
Preferred Stock: (A) a decision to eliminate or discharge the Audit 
Committee, Compensation Committee, Executive Committee or the Acquisitions 
Committee, as described more fully below (such committees are the 
"Committees"), (B) a decision to reduce, narrow, attenuate or otherwise 
weaken the delegation of powers by the Board of Directors to any of the 
Committees, unless such reduction, narrowing, attenuation or other weakening 
is the transfer of delegated powers from the Compensation Committee or the 
Acquisitions Committee to the Executive Committee, (C) a decision to change 
the number of members of any Committee, the identity of the persons or 
entities entitled to select each of the members of any Committee, the size of 
the required vote for approval by any Committee and the size of the required 
vote of the Board of Directors necessary to approve actions that failed to 
obtain the required approval vote on the appropriate Committee; and (D) a 
decision to create any new committee.  If the holders of the Series B 
Preferred Stock or the holders of the Series C Preferred Stock shall cease to 
have the right to nominate and elect any director at all, otherwise than as a 
result of the conversion of their respective shares of Series B Preferred 
Stock or Series C Preferred Stock in a Type B Conversion, then such holders 
shall no longer have the right to select any member of any of the committees 
set forth below and the member or members of such committees selected by such 
holders shall automatically cease to be a member or members of such 
committees.

         (1)  COMPENSATION COMMITTEE.  The Compensation Committee shall
    consist of three (3) members, at least one (1) of whom shall be
    selected jointly by the Series B Directors and the director elected by
    holders of the Series C Preferred Stock (the "SERIES C DIRECTOR"), and
    who shall be a director.  An affirmative vote of at least two (2)
    members of the Compensation Committee shall be required for approval
    of matters considered by the Compensation Committee.  The Compensation
    Committee shall ensure that the representative on the Compensation
    Committee nominated by the Series B Directors and the Series C
    Director shall receive adequate notice of and an opportunity to
    participate in any meetings of the Compensation Committee;

         (2)  AUDIT COMMITTEE.  The Audit Committee shall consist of three
    (3) directors, including as many Independent directors as are
    available, not to exceed three (3).  An affirmative vote of at least
    two (2) members of the Audit Committee shall be required for approval
    of matters considered by the Audit Committee.

         (3)  EXECUTIVE COMMITTEE.  The Executive Committee shall consist
    of four (4) members, one (1) of whom shall be selected by the Series B
    Directors (and shall be a Series B Director), one (1) of whom shall be
    the Series C Director and two (2) of whom shall be selected by the
    Board of Directors.  The members selected by the Series B Directors
    and the Series C Director may be removed only by the Series B
    Directors and the Series C Director, respectively.  The Executive
    Committee shall, in addition to the customary duties of an executive
    committee, have the right to approve any financing activity, including
    but not limited to the Capital Budget Plan.  An affirmative vote of at
    least three (3) members of the

                                       10
<PAGE>

    Executive Committee shall be required for approval of any matters 
    considered by the Executive Committee. Each financing activity not 
    approved by the Executive Committee may be referred to the Board of 
    Directors for approval, which approval shall require a Supermajority 
    Vote; and

         (4)  ACQUISITIONS COMMITTEE.  The Acquisitions Committee shall
    consist of four (4) members, one (1) of whom shall be selected by the
    Series B Directors (and shall be a Series B Director), one (1) of whom
    shall be the Series C Director, and two (2) of whom shall be selected
    by the Board of Directors (and shall be directors).  The Acquisitions
    Committee shall have the right to approve any transaction of the types
    described in Sections 11(n), (o), (p) and (q) of the Series B
    Certificate of Designation with respect to which transaction the
    aggregate consideration payable in connection with such transaction
    (including, without limitation, cash consideration, the fair market
    value of any securities and the net present value of any deferred
    consideration) is less than $15 million.  A unanimous vote of the
    Acquisitions Committee shall be required for approval of any matters
    considered by the Acquisitions Committee.  Except as described in
    Section 4.1(5) below, each matter considered but not unanimously
    approved by the Acquisitions Committee may be referred to the Board of
    Directors for approval, which approval shall require a majority vote
    of the Board of Directors.  

         (5)  CERTAIN TRANSACTIONS.  The unanimous approval of the
    Acquisitions Committee or the unanimous approval of the Board of
    Directors shall be required before the Corporation or any of its
    Subsidiaries engage in a transaction of the types described in Section
    11(n), (o) (which, only for purposes of this clause, shall also apply
    to Capital Expenditures made by the Corporation in the ordinary course
    of business), (p) and (q) of the Series B Certificate of Designation,
    in which transaction: (A) the aggregate consideration payable in
    connection with such transaction (including, without limitation, cash
    consideration, the fair market value of any securities and the net
    present value of any deferred consideration) is less than $15 million;
    and (B) the Corporation is to issue its Common Equity at an implicit
    or explicit price of less than $8.375 per share.  Such implicit price
    shall be determined in an appraisal approved unanimously by the
    Acquisitions Committee or unanimously by the Board of Directors, such
    appraisal to be performed by an independent appraiser selected
    unanimously by the Acquisitions Committee or unanimously by the Board
    of Directors.

    4.2  TERM.  Each committee member shall serve as such until the earliest 
of (a) the expiration of his term as director, (b) his resignation as a 
committee member or as a director, or (c) his removal as a committee member 
or as a director.  A Committee member elected to such Committee by the Board 
of Directors, and, after a Type B Event Date, any Committee member elected to 
such Committee by one or more Preferred Stock Directors, may be removed as a 
Committee member by a majority of the Board of Directors.  Prior to a Type B 
Event Date, a Committee member elected to such Committee by either the Series 
B Directors or the Series C

                                       11
<PAGE>

Director, or by both, shall not be removed as a Committee member except by 
the director or directors who elected such Committee member to such Committee.

    4.3  AUTHORITY.  Each committee, to the extent expressly provided in 
these bylaws or in the resolution establishing such committee, shall have and 
may exercise all of the authority of the Board of Directors in the management 
of the business and property of the Corporation except to the extent 
expressly restricted by law, the certificate of incorporation, or these 
bylaws.

    4.4  COMMITTEE CHANGES.  The Board of Directors shall have the power at 
any time to fill vacancies in the committees, but only to the extent the 
Board of Directors would have the power, pursuant to Section 4.2 hereof, to 
remove a member who was occupying the committee position that is vacant.

    4.5  ALTERNATE MEMBERS OF COMMITTEES.  The person or entity with the 
power to select a particular member of a Committee (but such person or entity 
only, and no other) may designate one or more directors as alternate members 
of such Committee and any such alternate member may replace the absent or 
disqualified member for whom he is the alternate member at any meeting of 
such Committee.

    4.6  REGULAR MEETINGS.  Regular meetings of any committee may be held 
without notice at such time and place as may be designated from time to time 
by the committee and communicated to all members thereof.

    4.7  SPECIAL MEETINGS.  Special meetings of any committee may be held 
whenever called by any committee member.  The committee member calling any 
special meeting shall cause notice of such special meeting, including therein 
the time and place of such special meeting, to be given to each committee 
member at least two days before such special meeting.  The business to be 
transacted at, and the purpose of, any special meeting of any committee shall 
be specified in the notice or waiver of notice of any special meeting.

    4.8  QUORUM: MAJORITY VOTE.  At meetings of any committee, a majority of 
its membership shall constitute a quorum for the transaction of business.  If 
a quorum is not present at a meeting of any committee, a majority of the 
members present may adjourn the meeting from time to time, without notice 
other than an announcement at the meeting, until a quorum is present.  The 
act of a majority of the members present at any meeting at which a quorum is 
in attendance shall be the act of a committee, unless the act of a greater 
number is required by law, the certificate of incorporation, or these bylaws.

    4.9  MINUTES.  Each committee shall cause minutes of its proceedings to 
be prepared and shall report the same to the Board of Directors upon the 
request of the Board of Directors.  The minutes of the proceedings of each 
committee shall be delivered to the Secretary of the Corporation for 
placement in the minute books of the Corporation.

    4.10 COMPENSATION.  Committee members may, by resolution of the Board of 
Directors, be allowed a fixed sum and expenses of attendance, if any, for 
attending any committee meetings or a stated salary.

                                       12
<PAGE>

    4.11 COMMITTEE RULES.  Each committee of the Board of Directors may fix 
its own rules or procedures and shall hold its meetings as provided by such 
rules, except as may otherwise be provided in the certificate of 
incorporation, these bylaws or by a resolution of the Board of Directors 
designating such committee. ARTICLE 5: NOTICE

    5.1  METHOD.  Whenever by statute, the certificate of incorporation, or 
these bylaws, notice is required to be given to any committee member, 
director, or stockholder and no provision is made as to how such notice shall 
be given, personal notice shall not be required and any such notice may be 
given (a) in writing, by mail, postage prepaid, addressed to such committee 
member, director, or stockholder at his address as it appears on the books or 
(in the case of a stockholder) the stock transfer records of the Corporation, 
or (b) by any other method permitted by law (including but not limited to 
overnight courier service, telegram, telex, or facsimile).  Any notice 
required or permitted to be given by mail shall be deemed to be delivered and 
given at the time when the same is deposited in the United States mail as 
aforesaid.  Any notice required or permitted to be given by overnight courier 
service shall be deemed to be delivered and given at the time delivered to 
such service with all charges prepaid and addressed as aforesaid and shall be 
deemed to be received two business days after such delivery to such service.  
Any notice required or permitted to be given by telegram, telex, or facsimile 
shall be deemed to be delivered and given at the time transmitted with all 
charges prepaid and addressed as aforesaid.

    5.2  WAIVER.  Whenever any notice is required to be given to any 
stockholder, director, or committee member of the Corporation by statute, the 
certificate of incorporation, or these bylaws, a waiver thereof in writing 
signed by the person or persons entitled to such notice, whether before or 
after the time stated therein, shall be equivalent to the giving of such 
notice. Attendance of a stockholder, director, or committee member at a 
meeting shall constitute a waiver of notice of such meeting, except where 
such person attends for the express purpose of objecting at the beginning of 
the meeting to the transaction of any business relevant on the ground that 
the meeting is not lawfully called or convened.

                               ARTICLE 6: OFFICERS

    6.1  NUMBER: TITLES: TERM OF OFFICE.  The officers of the Corporation 
shall be a President, a Secretary, and such other officers as the Board of 
Directors may from time to time elect or appoint, including one or more Vice 
Presidents (with each Vice President to have such descriptive title, if any, 
as the Board of Directors shall determine), and a Treasurer.  The officers of 
the Corporation shall be elected by the Board of Directors at the First 
Meetings, or as soon thereafter as conveniently may be.  Each officer shall 
hold office until his successor shall have been duly elected and shall have 
qualified, until his death, or until he shall resign or shall have been 
removed in the matter hereinafter provided.  Any two or more offices may be 
held by the same person. None of the officers need be a stockholder or a 
director of the Corporation or a resident of the State of Delaware.  In its 
discretion, the Board of Directors may choose not to fill any office for any 
period of time as it may deem advisable.

                                       13
<PAGE>

    6.2  REMOVAL.  Any officer or agent elected or appointed by the Board of 
Directors may be removed by the Board of Directors whenever in its judgment 
the best interests of the Corporation would be served thereby, but such 
removal shall be without prejudice to the contract rights, if any, of the 
person so removed.  Election or appointment of an officer or agent shall not 
of itself create contract rights.

    6.3  VACANCIES.  Any vacancy occurring in any office of the Corporation 
because of death, resignation, removal, disqualification or otherwise may be 
filled by the Board of Directors for the unexpired portion of the term by the 
Board of Directors then in office.

    6.4  AUTHORITY.  Officers shall have such authority and perform such 
duties in the management of the Corporation as are provided in these bylaws 
or as may be determined by resolution of the Board of Directors not 
inconsistent with these bylaws.

    6.5  COMPENSATION.  The compensation, if any, of officers and agents 
shall be fixed from time to time by the Board of Directors.  No officer shall 
be prevented from receiving such compensation by virtue of his also being a 
director of the Corporation.

    6.6  DUTIES OF CHAIRMAN OF THE BOARD.  The Chairman of the Board shall 
preside at all meetings of the Board of Directors and shall perform such 
other duties and have such other powers as may be prescribed from time to 
time by the Board of Directors.

    6.7  DUTIES OF VICE CHAIRMAN OF THE BOARD.  The Vice Chairman shall, in 
the absence or disability of, or in the event of a vacancy in the office of, 
the Chairman of the Board, perform the duties and exercise the powers of such 
Chairman of the Board.  The Vice Chairman of the Board shall perform such 
other duties and have such other powers as may be prescribed from time to 
time by the Board of Directors.

    6.8  DUTIES OF PRESIDENT.  The President shall be the chief executive 
officer of the Corporation.  The President shall be responsible for the 
general and active management of the business of the Corporation and shall 
ensure that all orders and resolutions of the Board of Directors and the 
Committees are carried into effect.  The President shall execute bonds, 
mortgages and other contracts requiring a seal, under the seal of the 
Corporation, except when required or permitted by law to be otherwise signed 
and executed and except when the signing and execution thereof shall be 
expressly delegated by the Board of Directors to some other officer or agent 
of the Corporation.  The President shall, in the absence or disability of, or 
in the event of a vacancy in the office of, the Vice Chairman of the Board, 
perform the duties and exercise the powers of such Vice Chairman of the 
Board.  The President shall perform such other duties and have such other 
duties as may be prescribed from time to time by the Board of Directors.

    6.9  DUTIES OF THE VICE PRESIDENTS.  The Vice Presidents shall, in the 
order of their organizational ranking, in the absence or disability, or in 
the event of a vacancy in the office, of the President, perform the duties 
and exercise the powers of the President, and shall perform such other duties 
and have such other powers as may from time to time be prescribed by the 
Board of Directors.

                                       14
<PAGE>

    6.10 DUTIES OF THE SECRETARY.  The Secretary shall keep, or cause to be 
kept, in books provided for that purpose, the minutes of the meetings of the 
stockholders, the Board of Directors, or any committee thereof, and shall see 
that all notices are duly given in accordance with the provisions of these 
bylaws.  As required by law, the Secretary shall be the custodian of the 
records of the Corporation.  The Secretary shall keep the seal of the 
Corporation in safe custody and, when authorized by the Board of Directors, 
affix such seal to any document requiring it, and when so affixed, it shall 
be attested by his signature or by the signature of the Treasurer or an 
Assistant Secretary.  The Secretary shall perform such other duties and have 
such other powers as may be prescribed from time to time by the Board of 
Directors.

    6.11 DUTIES OF THE TREASURER.  The Treasurer shall have charge and 
custody of, and shall be responsible for, all funds and securities of the 
Corporation and shall deposit such funds in the name of the Corporation in 
such banks, trust companies and other depositories as shall be designated by 
the Board of Directors.  The Treasurer shall perform such other duties and 
have such other powers as may be prescribed from time to time by the Board of 
Directors.

    6.12 OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS.  Officers, assistant 
officers and agents, if any, other than those whose duties are provided for 
in these bylaws, shall have such authority and perform such duties as may 
from time to time be prescribed by resolution of the Board of Directors.

    6.13 ABSENCE OR DISABILITY OF OFFICERS.  In the case of the absence or 
disability of any officer of the Corporation and of any person hereby 
authorized to act in such officer's place during such officer's absence or 
disability, the Board of Directors may by resolution delegate the powers and 
duties of such officer to any other officer or to any director, or to any 
other person whom it may select.

           ARTICLE 7: INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

    7.1  NATURE OF INDEMNITY.  Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
he is the legal representative, is or was a director or officer, of the
Corporation or, while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, employee,
fiduciary, or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless by the
Corporation to the fullest extent which it is empowered to do so by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended against all expense, liability and loss (including attorneys' fees
actually and reasonably incurred by such person in connection with such
proceeding) and such indemnification shall inure to the benefit of his heirs,
executors and administrators; provided, however, that, except as provided in
Section 7.2 hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the Board of Directors.  The Corporation may,
by action of its Board of Directors, provide indemnification to

                                       15
<PAGE>

employees and agents of the Corporation with the same scope and effect as the 
foregoing indemnification of directors and officers.

    7.2  PROCEDURE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.  Any 
indemnification of a director or officer of the Corporation under Section 7.2 
of this Article 7 or advance of expenses under Section 7.5 of this Article 7 
shall be made promptly, and in any event within thirty (30) days, upon the 
written request of the director or officer.  If a determination by the 
Corporation that the director or officer is entitled to indemnification 
pursuant to this Article 7 is required, and the Corporation fails to respond 
within sixty (60) days to a written request for indemnity, the Corporation 
shall be deemed to have approved the request.  If the Corporation denies a 
written request for indemnification or advancing of expenses, in whole or in 
part, or if payment in full pursuant to such request is not made within 
thirty (30) days, the right to indemnification or advances as granted by this 
Article 7 shall be enforceable by the director or officer in any court of 
competent jurisdiction.  Such person's costs and expenses incurred in 
connection with successfully establishing his right to indemnification, in 
whole or in part, in any such action shall also be indemnified by the 
Corporation.  It shall be a defense to any such action (other than an action 
brought to enforce a claim for expenses incurred in defending any proceeding 
in advance of its final disposition where the required undertaking, if any, 
has been tendered to the Corporation) that the claimant has not met the 
standards of conduct which make it permissible under the General Corporation 
Law of the State of Delaware for the Corporation to indemnify the claimant 
for the amount claimed, but the burden of such defense shall be on the 
Corporation. Neither the failure of the Corporation (including its Board of 
Directors, independent legal counsel, or its stockholders) to have made a 
determination prior to the commencement of such action that indemnification 
of the claimant is proper in the circumstances because he has met the 
applicable standard of conduct set forth in the General Corporation Law of 
the State of Delaware, nor an actual determination by the Corporation 
(including its Board of Directors, independent legal counsel, or its 
stockholders) that the claimant has not met such applicable standard of 
conduct, shall be a defense to the action or create a presumption that the 
claimant has not met the applicable standard of conduct.

    7.3  ARTICLE NOT EXCLUSIVE.  The rights to indemnification and the 
payment of expenses incurred in defending a proceeding in advance of its 
final disposition conferred in this Article 7 shall not be exclusive of any 
other right which any person may have or hereafter acquire under any statute, 
provision of the certificate of incorporation, bylaw, agreement, vote of 
stockholders or disinterested directors or otherwise.

    7.4  INSURANCE.  The Corporation may purchase and maintain insurance on 
its own behalf and on behalf of any person who is or was a director, officer, 
employee, fiduciary, or agent of the Corporation 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, whether or not the Corporation would have the power to indemnify 
such person against such liability under this Article 7.

                                       16
<PAGE>

    7.5  EXPENSES.  Expenses incurred by any person described in Section 7.1 
of this Article 7 in defending a proceeding shall be paid by the Corporation 
in advance of such proceeding's final disposition upon receipt of any 
undertaking required by applicable law by or on behalf of the director or 
officer to repay such amount if it shall ultimately be determined that he is 
not entitled to be indemnified by the Corporation.  Such expenses incurred by 
other employees and agents may be so paid upon such terms and conditions, if 
any, as the Board of Directors deems appropriate.

    7.6  EMPLOYEES AND AGENTS.  Persons who are not covered by the foregoing 
provisions of this Article 7 and who are or were employees or agents of the 
Corporation, or who are or were serving at the request of the Corporation as 
employees or agents of another corporation, partnership, joint venture, trust 
or other enterprise, may be indemnified to the extent authorized at any time 
or from time to time by the Board of Directors.

    7.7  CONTRACT RIGHTS.  The provisions of this Article 7 shall be deemed 
to be a contract right between the Corporation and each director or officer 
who serves in any such capacity at any time while this Article 7 and the 
relevant provisions of the General Corporation Law of the State of Delaware 
or other applicable law are in effect, and any repeal or modification of this 
Article 7 or any such law shall not affect any rights or obligations then 
existing with respect to any state of facts or proceedings then existing.

    7.8  MERGER OR CONSOLIDATION.  For purposes of this Article 7, references 
to "the Corporation" shall include, in addition to the resulting corporation, 
any constituent corporation (including any constituent of a constituent) 
absorbed in a consolidation or merger which, if its separate existence had 
continued, would have had power and authority to indemnify its directors, 
officers, and employees or agents, so that any person who is or was a 
director, officer, employee or agent of such constituent corporation, or is 
or was serving at the request of such constituent corporation as a director, 
officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise, shall stand in the same position under 
this Article 7 with respect to the resulting or surviving corporation as he 
would have with respect to such constituent corporation if its separate 
existence had continued.

                   ARTICLE 8: CERTIFICATES AND STOCKHOLDERS

    8.1  CERTIFICATES FOR SHARES.  Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the Board of
Directors.  Every holder of stock in the Corporation shall be entitled to have a
certificate, signed by or in the name of the Corporation.  The certificates
shall be signed by the chairman of the board, the President or a Vice President
and also by the Secretary or an Assistant Secretary or by the Treasurer or an
Assistant Treasurer.  Any and all signatures on the certificate may be a
facsimile and may be sealed with the seal of the Corporation or a facsimile
thereof.  If any officer, transfer agent, or registrar who has signed, or whose
facsimile signature has been placed upon, a certificate has ceased to be such
officer, transfer agent, or registrar before such certificate is issued, such
certificate may be issued by the Corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date

                                       17
<PAGE>

of issue.  The certificates shall be consecutively numbered and shall be 
entered in the books of the Corporation as they are issued and shall exhibit 
the holder's name and the number of shares.

    8.2  REPLACEMENT OF LOST OR DESTROYED CERTIFICATES.  The Board of 
Directors may direct a new certificate or certificates to be issued in place 
of a certificate or certificates theretofore issued by the Corporation and 
alleged to have been lost or destroyed, upon the making of an affidavit of 
that fact by the person claiming the certificate or certificates representing 
shares to be lost 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 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 with a surety or sureties satisfactory to the Corporation 
in such sum as it may direct as indemnity against any claim, or expense 
resulting from a claim, that may be made against the Corporation with respect 
to the certificate or certificates alleged to have been lost or destroyed.

    8.3  TRANSFER OF SHARES.  Shares of stock of the Corporation shall be 
transferable only on the books of the Corporation by the holders thereof in 
person or by their duly authorized attorneys or legal representatives.  Upon 
surrender to the Corporation or the transfer agent of the Corporation of a 
certificate representing shares duly endorsed or accompanied by proper 
evidence of succession, assignment, or authority to transfer, the Corporation 
or its transfer agent shall issue a new certificate to the person entitled 
thereto, cancel the old certificate, and record the transaction upon its 
books.  The Board of Directors may appoint a bank or trust company organized 
under the laws of the United States or any state thereof to act as its 
transfer agent or registrar, or both in connection with the transfer of any 
class or series of securities of the Corporation.

    8.4  REGISTERED STOCKHOLDERS.  The Corporation shall be entitled to treat 
the holder of record of any share or shares of stock as the holder in fact 
thereof and, accordingly, 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 law.

    8.5  REGULATIONS.  The Board of Directors shall have the power and 
authority to make all such rules and regulations as they may deem expedient 
concerning the issue, transfer, and registration or the replacement of 
certificates for shares of stock of the Corporation.

    8.6  LEGENDS.  The Board of Directors shall have the power and authority 
to provide that certificates representing shares of stock bear such legends 
as the Board of Directors deems appropriate to assure that the Corporation 
does not become liable for violations of federal or state securities laws or 
other applicable law.

    8.7  SUBSCRIPTIONS FOR STOCK.  Unless otherwise provided for in the 
subscription agreement, subscriptions for shares shall be paid in full at 
such time, or in such installments and at such times, as shall be determined 
by the Board of Directors.  Any call made by the Board of Directors for 
payment on subscriptions shall be uniform as to all shares of the same class 
or as to

                                       18
<PAGE>

all shares of the same series.  In case of default in the payment of any 
installment or call when such payment is due, the Corporation may proceed to 
collect the amount due in the same manner as any debt due the Corporation. 

                     ARTICLE 9: MISCELLANEOUS PROVISIONS

    9.1  DIVIDENDS.  Subject to provisions of law and the certificate of 
incorporation, dividends upon the capital stock of the Corporation, may be 
declared by the Board of Directors at any regular or special meeting and may 
be paid in cash, in property, or in shares of the capital stock of the 
Corporation. Subject to provisions of law and the certificate of 
incorporation, such declaration and payment shall be at the discretion of the 
Board of Directors.

    9.2  RESERVES.  There may be created by the Board of Directors out of 
funds of the Corporation legally available therefor such reserve or reserves 
as the directors from time to time, in their discretion, consider proper to 
provide for contingencies, to equalize dividends, or to repair or maintain 
any property of the Corporation, or for such other purpose as the Board of 
Directors shall consider beneficial to the Corporation, and the Board of 
Directors may modify or abolish any such reserve in the manner in which it 
was created.

    9.3  BOOKS AND RECORDS.  The Corporation shall keep correct and complete 
books and records of account, shall keep minutes of the proceedings of its 
stockholders and Board of Directors and shall keep at its registered office 
or principal place of business, or at the office of its transfer agent or 
registrar, a record of its stockholders, giving the names and addresses of 
all stockholders and the number and class of the shares held by each.  Any 
stockholder of record, in person or by attorney or other agent, shall, upon 
written demand under oath stating the purpose thereof, have the right during 
the usual hours of business to inspect for any proper purpose the 
Corporation's stock ledger, a list of its stockholders, and its other books 
and records, and to make copies or extracts therefrom.  A proper purpose 
shall mean any purpose reasonably related to such person's interest as a 
stockholder.  In every instance where an attorney or other agent shall be the 
person who seeks the right to inspection, the demand under oath shall be 
accompanied by a power of attorney or such other writing which authorizes the 
attorney or other agent to so act on behalf of the stockholder.  The demand 
under oath shall be directed to the Corporation at its registered office in 
the state of Delaware or at its principal place of business.

    9.4  CHECKS, DRAFTS OR ORDERS.  All checks, drafts, or other orders for 
the payment of money by or to the Corporation and all notes and other 
evidences of indebtedness issued in the name of the Corporation shall be 
signed by such officer or officers, agent or agents of the Corporation, and 
in such manner, as shall be determined by resolution of the Board of 
Directors or a duly authorized committee thereof.

    9.5  CONTRACTS.  Subject to the limitations contained in the certificate 
of incorporation, the Board of Directors or the appropriate Committee may 
authorize any officer or officers, or any agent or agents, of the Corporation 
to enter into any contract or to execute and deliver any instrument in the 
name of and on behalf of the Corporation, and such authority may be general 
or confined to specific instances.

                                       19
<PAGE>

    9.6  LOANS.  Subject to the limitations contained in the certificate of 
incorporation, the Corporation may lend money to, or guarantee any obligation 
of, or otherwise assist any officer or other employee of the Corporation or 
of its subsidiary, including any officer or employee who is a director of the 
Corporation or its subsidiary, whenever, in the judgment of the directors, 
such loan, guaranty or assistance may reasonably be expected to benefit the 
Corporation.  Subject to the limitations contained in the certificate of 
incorporation, the loan, guaranty or other assistance may be with or without 
interest, and may be unsecured, or secured in such manner as the Board of 
Directors shall approve, including, without limitation, a pledge of shares of 
stock of the Corporation.  Subject to the limitations contained in the 
certificate of incorporation, nothing contained in this section shall be 
deemed to deny, limit or restrict the powers of guaranty or warranty of the 
Corporation at common law or under any statute.

    9.7  FISCAL YEAR.  The fiscal year of the Corporation shall be fixed by 
the Board of Directors; provided, that if such fiscal year is not fixed by 
the Board of Directors and the selection of the fiscal year is not expressly 
deferred by the Board of Directors, the fiscal year shall be the calendar 
year.

    9.8  SEAL.  The Board of Directors shall provide a corporate seal which 
shall be in the form of a circle and shall have inscribed thereon the name of 
the Corporation 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.

    9.9  RESIGNATIONS.  Any director, committee member, or officer may resign 
by so stating at any meeting of the Board of Directors or by giving written 
notice to the Board of Directors, the President, or the Secretary.  Such 
resignation shall take effect at the time specified therein or, if no time is 
specified therein, immediately upon its receipt.  Unless otherwise specified 
therein, the acceptance of such resignation shall not be necessary to make it 
effective.

    9.10 VOTING SECURITIES OWNED BY CORPORATION.  Voting securities in any 
other corporation held by the Corporation shall be voted by the President, 
unless the Board of Directors specifically confers authority to vote with 
respect thereto, which authority may be general or confined to specific 
instances, upon some other person or officer.  Any person authorized to vote 
securities shall have the power to appoint proxies, with general power of 
substitution.

    9.11 MORTGAGES, ETC.  With respect to any deed, deed of trust, mortgage, 
or other instrument executed by the Corporation through its duly authorized 
officer or officers, the attestation to such execution by the Secretary of 
the Corporation shall not be necessary to constitute such deed, deed of 
trust, mortgage, or other instrument a valid and binding obligation against 
the Corporation unless the resolutions, if any, of the Board of Directors 
authorizing such execution expressly state that such attestation is necessary.

    9.12 HEADINGS.  The headings used in these bylaws have been inserted for 
administrative convenience only and shall not be given any substantive effect 
in limiting or otherwise construing any provision herein.

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    9.13 REFERENCES.  Whenever herein the singular number is used, the same 
shall include the plural where appropriate, and words of any gender should 
include each other gender where appropriate.  All capitalized terms not 
otherwise defined herein shall have the meaning assigned such terms in the 
certificate of incorporation.

    9.14 INCONSISTENT PROVISIONS.  In the event that any provision of these 
bylaws is or becomes inconsistent with any provision of the certificate of 
incorporation, the General Corporation Law of the State of Delaware or any 
other applicable law, the provision of these bylaws shall not be given any 
effect to the extent of such inconsistency but shall otherwise be given full 
force and effect.

    9.15 AMENDMENTS.  Except as otherwise provided in the certification of 
incorporation, these bylaws may be altered, amended, or repealed or new 
bylaws may be adopted by the stockholders or by the Board of Directors at any 
regular or special meeting of the stockholders or the Board of Directors, but 
only if such alteration, amendment, repeal, or adoption has been approved: 

    (i)   in case of adoption by the Board of Directors prior to the First 
Meeting following a Type B Event Date, by a majority of the Preferred Stock 
Directors and either (A) a majority of the entire Board of Directors (if such 
alteration, amendment, repeal, or adoption does not increase the number of 
directors) or (B) by at least 80% of the members of the entire Board of 
Directors (if such alteration, amendment, repeal, or adoption does increase 
the number of directors); 

    (ii)  in case of adoption by the Board of Directors at or after the First 
Meeting following a Type B Event Date, by either (A) a majority of the entire 
Board of Directors (if such alteration, amendment, repeal, or adoption 
neither increases the number of directors nor amends or repeals Section 
3.9(c) of these bylaws) or (B) by at least 80% of the members of the entire 
Board of Directors (if such alteration, amendment, repeal, or adoption does 
increase the number of directors or does amend or repeal Section 3.9(c) of 
these bylaws); 

    (iii) in case of adoption by the stockholders at any meeting of 
stockholders (other than the first meeting of stockholders following a Type B 
Event Date) with a record date on or prior to a Type B Conversion Date, by 
holders of at least eighty percent (80%) of the outstanding shares of the 
Corporation entitled to vote in the election of directors, voting as one 
class, and by holders of a majority of the shares, outstanding as of such 
record date, of whichever (or both) of Series B Preferred Stock and Series C 
Preferred Stock continued (as of such record date) to have the right under 
the certificate of incorporation to elect one or more Preferred Stock 
Directors; or 

    (iv)  in case of adoption by the stockholders at the first meeting of 
stockholders following a Type B Event Date or at any meeting of stockholders 
with a record date after a Type B Conversion Date, by holders of at least 
eighty percent (80%) of the outstanding shares of the Corporation entitled to 
vote in the election of directors, voting as one class.  

    For the avoidance of doubt, all Series D Preferred Stock of the 
Corporation issued pursuant to a Type B Conversion Event shall be deemed to 
be "entitled to vote in the election of

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directors" at any time after such issuance, for all purposes of this Section 
9.15.  If the holders of Series B Preferred Stock no longer have the right to 
elect any Series B Directors at all under the certificate of incorporation, 
then the requirement of approval by the holders of shares of Series B 
Preferred Stock contained in Section 9.15(iii) shall not apply.  If the 
holders of Series C Preferred Stock no longer have the right to elect a 
Series C Director under the certificate of incorporation, then the 
requirement of approval by the holders of shares of Series C Preferred Stock 
contained in Section 9.15(iii) shall not apply.  If the holders of neither 
Series B Preferred Stock nor Series C Preferred Stock continue to have the 
right to elect any Preferred Stock Directors at all under the certificate of 
incorporation, then the requirement of approval by the Preferred Stock 
Directors contained in Section 9.15(i) shall not apply.  Notice of such 
proposed alteration, amendment, repeal, or adoption shall be contained in the 
notice of such meeting.



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