RESOLVED,  that the  By-laws of the  Corporation  are  hereby  amended to delete
present  Article  XII in its  entirety  and  replace it with the  following  new
Article XII:

                                  ARTICLE XII

                   Indemnification of Directors and Officers

         SECTION 1. General.  The Corporation shall indemnify any person who was
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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 or officer
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  believed  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 was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
        ----  ----------
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.  For purposes of this
Article XII of the  bylaws,  any person  who,  pursuant  to a  provision  in the
certificate of incorporation  of the  Corporation,  exercises or performs any of
the powers or duties  conferred  or imposed  upon a director of the  Corporation
shall  be  entitled  to  all  the  benefits  conferred  upon a  director  of the
Corporation and be entitled to all the benefits  (including without  limitation,
the right to  indemnification  and  advancement  of expenses)  set forth in this
Article XII.

         SECTION 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 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  or officer 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,  provided 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 Corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or  suit  was  brought  shall  determine  upon  

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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 3.  Indemnification  in  Certain  Cases.  To the extent  that a
                     -----------------------------------
director,  officer,  employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections 1 and 2 of this  Article  XII, or in defense of any claim,  issue or
matter therein, he shall be indemnified  against expenses (including  attorneys'
fees) actually and reasonably incurred by him in connection therewith.

         SECTION 4.  Procedure.  Any  indemnification  under Sections 1 and 2 of
                     ---------
this Article XII (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,  officer,  employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
such Sections 1 and 2. Such  determination  shall be made (a) by a majority vote
of the directors who are not parties to such action,  suit or  proceeding,  even
though  less than a quorum,  or (b) if there are no such  directors,  or if such
directors so direct, by independent  legal counsel in a written opinion,  or (c)
by the stockholders.

         SECTION 5. Advances for Expenses.  Expenses (including attorney's fees)
                    ---------------------
incurred by a director or officer in defending a 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 the director, officer, employee or agent to
repay such amount if it shall be ultimately  determined  that he is not entitled
to be indemnified by the Corporation as authorized in this Article XII.

         SECTION 6. Rights Not-Exclusive. The indemnification and advancement of
                    --------------------
expenses  provided  by, or granted  pursuant to, the other  subsections  of this
Article  XII shall not be deemed  exclusive  of any other  rights to which those
seeking  indemnification  or  advancement  of expenses may be entitled under any
law,  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.

         SECTION 7. Insurance.  The Corporation shall have power to purchase and
                    ---------
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent 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

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<PAGE>


the  Corporation  would have the power to indemnify  him against such  liability
under the provisions of this Article XII.

         SECTION 8. Definition of Corporation.  For the purposes of this Article
                    -------------------------
XII,  references  to "the  Corporation"  include  all  constituent  corporations
absorbed in a  consolidation  or merger as well as the  resulting  or  surviving
corporation  so that any person  who is or was a  director  or officer of such a
constituent  corporation or is or was serving at the request of such constituent
corporation as a director or officer of another corporation,  partnership, joint
venture,  trust or other  enterprise  shall stand in the same position under the
provisions  of this  Article  XII with  respect to the  resulting  or  surviving
corporation as he would if he had served the resulting or surviving  corporation
in the same capacity.

         SECTION 9. Survival of Rights. The  indemnification  and advancement of
                    ------------------
expenses  provided by, or granted pursuant to this Article XII shall 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.  No
subsequent  amendment of this Article XII shall diminish the rights hereunder of
any  director or officer with respect to any action taken or claim made prior to
such amendment.

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