Exhibit 3.5
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                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                    GSV, INC.


                                    ARTICLE I

                                     OFFICES

     SECTION 1.  Registered  Office.  The registered  office of the  Corporation
within the State of  Delaware  shall be located  at United  Corporate  Services,
Inc., 15 East North Street, in the City of Dover, County of Kent.

     SECTION  2.  Other  Offices.  The  Corporation  may also  have an office or
offices other than said registered office at such place or places, either within
or without the State of Delaware,  as the Board of Directors  shall from time to
time determine or the business of the Corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. Place of  Meetings.  All  meetings of the  stockholders  for the
election of directors or for any other  purpose shall be held at any such place,
either within or without the State of Delaware, as shall be designated from time
to time by the Board of  Directors  and  stated in the notice of meeting or in a
duly executed waiver thereof.

     SECTION 2. Annual Meeting. The annual meeting of stockholders shall be held
at such date and time as shall be  designated  from time to time by the Board of
Directors  and  stated in the notice of  meeting  or in a duly  executed  waiver
thereof.  At such annual meeting,  the stockholders  shall elect, by a plurality
vote,  a Board of  Directors  and shall  transact  such  other  business  as may
properly be brought before the meeting.

     SECTION 3. Special Meetings. Special meetings of stockholders may be called
at any time by the  Board  of  Directors,  by the  Chairman  of the  Board or by
written  request  signed  by at  least  two-thirds  of the  stockholders  of the
Corporation.

     SECTION 4. Notice of Meetings.  Except as otherwise  expressly  required by
statute,  written  notice of each  annual and  special  meeting 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 such  meeting is called,  shall be
given to each  stockholder of record entitled to vote thereat not
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fewer  than ten (10)  nor more  than  sixty  (60)  days  before  the date of the
meeting.  Business  transacted at any special meeting of  stockholders  shall be
limited to the purpose or purposes  stated in the notice.  Notice shall be given
personally  or by mail  and,  if by  mail,  shall be sent in a  postage  prepaid
envelope,  addressed to each  stockholder  at such  stockholder's  address as it
appears on the records of the Corporation.  Notice by mail shall be deemed given
at the time when the same shall be deposited in the United States mail,  postage
prepaid.  Notice of any meeting  shall not be required to be given to any person
who attends such meeting,  except when such person attends the meeting in person
or by proxy 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,  or who, either before or after the meeting,  shall submit a
signed written waiver of notice, in person or by proxy.  Neither the business to
be  transacted  at,  nor the  purpose  of,  an  annual  or  special  meeting  of
stockholders need be specified in any written waiver of notice.

     SECTION 5. List of  Stockholders.  The  officer who has charge of the stock
ledger of the Corporation  shall prepare and make, at least ten (10) days before
each meeting of stockholders,  a complete list of the  stockholders  entitled to
vote at the meeting,  arranged in alphabetical order, and showing the address of
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 meeting,  or, if
not  specified,  at the place where the meeting is to be held. The list shall be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof, and may be inspected by any stockholder who is present.

     SECTION 6. Quorum,  Adjournments.  The holders of a majority of the capital
stock issued and outstanding and entitled to vote thereat,  present in person or
represented  by  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
stockholders  for the  transaction of business  except as otherwise  provided by
statute or by the Certificate of Incorporation.  If, however,  such quorum shall
not  be  present  or  represented  at  any  meeting  of  the  stockholders,  the
stockholders  entitled  to vote  thereat,  present in person or  represented  by
proxy, shall have power to adjourn the meeting from time to time, until a quorum
shall be present or represented.  When a meeting is adjourned to another time or
place,  notice need not be given of the adjourned  meeting if the time and place
thereof are announced at the meeting at which  adjournment is taken. At any 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  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 7. Organization.  At each meeting of stockholders,  the Chairman of
the Board,  if one shall have been elected,  or, in his or her absence or if one
shall  not have been  elected,  the  President,  shall  act as  chairman  of the
meeting. The Secretary or, in his or her absence or inability to act, the person
whom the chairman of the meeting shall appoint  secretary of the meeting,  shall
act as secretary of the meeting and keep the minutes thereof.


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     SECTION 8. Order of Business.  The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.

     SECTION  9.  Voting.  Except  as  otherwise  provided  by  statute,  by the
Certificate  of  Incorporation  or by any agreement to the contrary  between the
Corporation and all its stockholders, each stockholder of the Corporation having
the right to vote shall be  entitled  to one vote in person or by proxy for each
share of the capital stock having voting power held by such stockholder.  When a
quorum is present at any meeting,  directors  shall be elected by a plurality of
the votes of the shares present in person or represented by proxy at the meeting
and entitled to vote on the election of directors. In all matters other than the
election of directors, the affirmative vote of the majority of shares present in
person or  represented by proxy and entitled to vote on the subject matter shall
be the act of the stockholders  except where the General  Corporation Law of the
State  of  Delaware,  the  Corporation's  Certificate  of  Incorporation  or any
agreement  between  the  Corporation  and  all  its  stockholders  prescribes  a
different  percentage of votes and/or a different  exercise of voting power.  In
the election of directors, voting need not be by written ballot. Unless required
by statute,  or determined  by the chairman of the meeting to be advisable,  the
vote on any question need not be by written  ballot.  On a vote by ballot,  each
ballot shall be signed by the  stockholder  voting,  or by his or her proxy,  if
there be such proxy, and shall state the number of shares voted.

     Section 10. Proxy Representation.  Each stockholder entitled to vote at any
meeting of stockholders or to express consent or dissent to corporate  action in
writing without a meeting may authorize another person or persons to act for him
by a proxy signed by such  stockholder  or his or her  attorney-in-fact,  but no
proxy  shall be voted  after  three (3) years  from its date,  unless  the proxy
provides for a longer period. Any such proxy shall be delivered to the secretary
of the meeting at or prior to the time  designated  in the order of business for
so delivering such proxies.

     SECTION 11.  Inspectors.  The Board of Directors  shall,  in advance of any
meeting of  stockholders,  appoint one or more inspectors to act at such meeting
or any  adjournment  thereof  and make a written  report  thereof.  The Board of
Directors may  designate one or more persons as alternate  inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at a
meeting of  stockholders,  the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting.  Each inspector,  before entering upon
the  discharge of his or her duties,  shall take and sign an oath  faithfully to
execute the duties of inspector  with strict  impartiality  and according to the
best of his or her ability. The inspectors shall: ascertain the number of shares
outstanding and the voting power of each;  determine the shares represented at a
meeting and the  validity of proxies and  ballots;  count all votes and ballots;
determine and retain for a reasonable period of time a record of the disposition
of any challenges made to any determination by the inspectors; and certify their
determination  of the number of shares  represented  at the  meeting,  and their
count of all votes and  ballots.  The  inspectors  may  appoint or retain  other
persons or entities to assist the inspectors in the performance of the duties of
inspectors.  On request of the person  presiding at 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


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<PAGE>
of director  shall act as an inspector of an election of  directors.  Inspectors
need not be stockholders.

     SECTION  12.  Action by Consent.  Whenever  the vote of  stockholders  at a
meeting  thereof is required or permitted to be taken for or in connection  with
any  corporate  action,  by any  provision  of statute or any  provision  of the
Certificate  of  Incorporation  or of these  By-laws,  the  meeting  and vote of
stockholders  may be dispensed  with,  and the action taken without such meeting
and vote, if a consent in writing,  setting forth the action so taken,  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 of stock of the Corporation 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,  its principal place of business
or to 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 shall be by hand or by certified or registered
mail, return receipt requested.


                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 1. General  Powers.  The  business  and affairs of the  Corporation
shall be managed by or under the direction of the Board of Directors.  The Board
of Directors may exercise all such authority and powers of the  Corporation  and
do all such lawful acts and things as are not by statute or the  Certificate  of
Incorporation directed or required to be exercised or done by the stockholders.

     SECTION 2. Number, Qualifications.  Election and Term of Office. The number
of directors  constituting the initial Board of Directors shall be as determined
in the resolutions of the  Incorporator of the Corporation  electing the initial
Board of Directors.  Thereafter, the number of directors may be fixed, from time
to time, by the affirmative  vote of a majority of the entire Board of Directors
or by action of the stockholders of the Corporation.  Any decrease in the number
of  directors  shall be  effective  at the time of the  next  succeeding  annual
meeting  of  stockholders  unless  there  shall  be  vacancies  in the  Board of
Directors, in which case such decrease may become effective at any time prior to
the  next  succeeding  annual  meeting  to the  extent  of the  number  of  such
vacancies.  Directors need not be  stockholders  of the  Corporation.  Except as
otherwise  provided by statute,  these  By-laws or any agreement to the contrary
between the  Corporation  and all its  stockholders,  the directors  (other than
members  of the  initial  Board of  Directors)  shall be  elected  at the annual
meeting  of  stockholders.  Each  director  shall hold  office  until his or her
successor  shall have been elected and qualified,  or until his or her death, or
until he or she shall  have  resigned,  or have  been  removed,  as  hereinafter
provided in these By-laws.

     SECTION 3. Place of Meetings.  Meetings of the Board of Directors  shall be
held 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 shall be specified in
the notice of any such meeting.


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     SECTION  4.  Annual  Meeting.  The Board of  Directors  shall  meet for the
purpose of  organization,  the election of officers and the transaction of other
business,  as soon as practicable after each annual meeting of stockholders,  on
the same day and at the same place  where  such  annual  meeting  shall be held.
Notice of such  meeting need not be given.  In the event such annual  meeting is
not so held,  the annual  meeting of the Board of Directors  may be held at such
other  time or  place  as  shall  be  specified  in a  notice  thereof  given as
hereinafter provided in Section 7 of this ARTICLE III.

     SECTION 5.  Regular  Meetings.  Regular  meetings of the Board of Directors
shall be held each  fiscal  year at such time and place as the  majority  of the
Board of Directors may from time to time designate.  If any day designated for a
regular meeting shall be a legal holiday at the place where the meeting is to be
held,  then the meeting which would  otherwise be held on that day shall be held
at the same hour on the next succeeding business day. Notice of regular meetings
of the Board of  Directors  need not be given  except as  otherwise  required by
statute or these By-laws.

     SECTION 6. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board,  if one shall have been  elected,  or by
two or more Directors of the Corporation or by the President.

     SECTION 7. Notice of Meetings.  Notice of each special meeting of the Board
of Directors (and of each regular meeting for which notice is required) shall be
given by the  Secretary  as  hereinafter  provided  in this  Section 7, in which
notice  shall be  stated  the  place,  date and hour of the  meeting.  Except as
otherwise required by these By-laws,  such notice need not state the purposes of
such meeting.  Notice of each such meeting shall be mailed,  postage prepaid, to
each director,  addressed to such director at such director's residence or usual
place of  business,  by first  class  mail,  at least two days before the day on
which such  meeting  is to be held,  or shall be sent  addressed  to him at such
place by telegraph,  cable,  telex,  telecopier or other  similar  means,  or be
delivered to him  personally  or be given to him by  telephone or other  similar
means, at least twenty-four hours before the time at which such meeting is to be
held.  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,  except when he or she shall attend 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.

     SECTION 8. Quorum and Manner of Acting.  A majority of the total  number of
directors  shall  constitute  a quorum for the  transaction  of  business at any
meeting of the Board of  Directors.  Except as otherwise  expressly  required by
statute, the Certificate of Incorporation, these By-laws or any agreement to the
contrary  between  the  Corporation  and  all its  stockholders,  the act of the
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the act of the Board of  Directors.  In the  absence of a quorum at any
meeting of the Board of Directors,  a majority of the directors  present thereat
may adjourn such meeting to another time and place. Notice of the time and place
of any such  adjourned  meeting shall be given to all the directors  unless such
time and place were announced at the meeting at which the adjournment was taken,
in which  case such  notice  shall only be given to the  directors  who were not
present  thereat.  At any  adjourned  meeting at which a quorum is present,  any
business may be  transacted


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which  might have been  transacted  at the  meeting as  originally  called.  The
directors  shall act only as a Board and the individual  directors shall have no
power as such.

     SECTION 9.  Organization.  At each meeting of the Board of  Directors,  the
Chairman of the Board, if one shall have been elected, or, in the absence of the
Chairman of the Board or if one shall not have been elected,  the President (or,
in his or her absence,  another  director  chosen by a majority of the directors
present) shall act as chairman of the meeting and preside thereat. The Secretary
or, in his or her absence,  any person  appointed by the chairman of the meeting
shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 10. Resignations. Any director of the Corporation may resign at any
time by giving written notice of his or her resignation to the Corporation.  Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein,  immediately upon
its  receipt.  Unless  otherwise  specified  therein,  the  acceptance  of  such
resignation shall not be necessary to make it effective.

     SECTION  11.  Vacancies.  Except as may  otherwise  be  required by law and
subject to the terms of any  agreement to the contrary  between the  Corporation
and all its stockholders, any vacancy in the Board of Directors, whether arising
from  death,  resignation,  removal or any other  cause,  and any newly  created
directorship  resulting from any increase in the authorized  number of directors
of the  Corporation,  may be filled by the vote of a majority  of the  Directors
then in office,  though less than a quorum, or by the sole remaining director or
by the  stockholders  at the next annual meeting thereof or at a special meeting
thereof.  Each  director so elected shall hold office until his or her successor
shall have been elected and qualified.

     SECTION 12. Removal of Directors.  Subject to the terms of any agreement to
the contrary between the Corporation and all its stockholders,  any director may
be  removed,  either  with or without  cause,  at any time,  by the holders of a
majority of the voting power of the issued and outstanding  capital stock of the
Corporation entitled to vote at an election of directors.

     SECTION 13.  Compensation.  The Board of Directors  shall have authority to
fix the compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation as directors.

     SECTION 14. Committees.  The Board of Directors shall have the authority to
appoint any temporary or standing  committee to exercise any powers or authority
as the Board of  Directors  may see fit,  subject to such  conditions  as may be
prescribed by the Board of  Directors.  All  committees so appointed  shall keep
regular minutes of their meetings and shall cause such minutes to be recorded in
books kept for that purpose in the principal office of the Corporation and shall
report  the same to the  Board of  Directors  as  required  by it.  The Board of
Directors  may  designate  one or more  directors  as  alternate  members of any
committee,  who may replace any absent or disqualified  member at any meeting of
the committee.  In addition, 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 such member or members  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. Except to
the extent restricted


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by statute or the  Certificate of  Incorporation,  each such  committee,  to the
extent  provided in the resolution  creating it, shall have and may exercise all
the powers and authority of the Board of Directors and may authorize the seal of
the  Corporation  to be  affixed  to all  papers  which  require  it.  Each such
committee  shall serve at the pleasure of the Board of  Directors  and have such
name as may be determined  from time to time by resolution  adopted by the Board
of Directors.

     SECTION 15.  Action by Consent.  Unless  restricted by the  Certificate  of
Incorporation,  any action  required  or  permitted  to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee, as the case may be, consent thereto
in  writing,  and the  writing or  writings  are filed  with the  minutes of the
proceedings of the Board of Directors or such committee, as the case may be.

     SECTION 16.  Telephonic  Meeting.  Unless  restricted by the Certificate of
Incorporation,  any  one or  more  members  of the  Board  of  Directors  or any
committee thereof may participate in a meeting of the Board of Directors or such
committee,  as the case may be,  by means of  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting  can hear each  other.  Participation  in a meeting by such means  shall
constitute presence in person at a meeting.


                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. Number and Qualifications. The officers of the Corporation shall
be elected by the Board of Directors  and shall  include the  President,  one or
more Vice-Presidents, the Secretary and the Treasurer. If the Board of Directors
wishes,  it may also elect as an officer of the  Corporation  a Chairman  of the
Board and may elect other officers  (including one or more Assistant  Treasurers
and one or more Assistant  Secretaries) as may be necessary or desirable for the
business  of the  Corporation.  Any two or more  offices may be held by the same
person, and no officer except the Chairman of the Board need be a director. Each
officer  shall  hold  office  until his or her  successor  shall  have been duly
elected and shall have qualified,  or until his or her death, or until he or she
shall have  resigned  or have been  removed,  as  hereinafter  provided in these
By-laws.

     SECTION 2.  Resignations.  Any officer of the Corporation may resign at any
time by giving written notice of his or her resignation to the Corporation.  Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein,  immediately upon
receipt.  Unless  otherwise  specified  therein,  the  acceptance  of  any  such
resignation shall not be necessary to make it effective.

     SECTION 3. Removal.  Any officer of the Corporation may be removed,  either
with or without  cause,  at any time,  by the Board of  Directors at any meeting
thereof.

     SECTION 4. Chairman of the Board.  The Chairman of the Board,  if one shall
have been elected, shall be a member of the Board, an officer of the Corporation
and, if present,


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shall preside at each meeting of the Board of Directors or the stockholders.  He
or she shall  advise  and  confer  with the  President,  and in the  President's
absence with other executives of the  Corporation,  and shall perform such other
duties as may from time to time be assigned to him by the Board of Directors.

     SECTION  5. The  President.  The  President  shall be the  Chief  Executive
Officer of the Corporation.  The President shall, in the absence of the Chairman
of the Board or if a Chairman of the Board shall not have been elected,  preside
at each  meeting of the Board of Directors or the  stockholders.  The  President
shall perform all duties incident to the office of President and Chief Executive
Officer and such other duties as may from time to time be assigned to him by the
Board of Directors.

     SECTION 6.  Vice-President.  Each  Vice-President  shall  perform  all such
duties as from time to time may be assigned to him by the Board of  Directors or
the  President.  At the request of the  President or in his or her absence or in
the event of his or her inability or refusal to act, the  Vice-President,  or if
there shall be more than one, the Vice-Presidents in the order determined by the
Board  of  Directors   (or  if  there  be  no  such   determination,   then  the
Vice-Presidents in the order of their election), shall perform the duties of the
President,  and, when so acting,  shall have the powers of and be subject to the
restrictions  placed upon the  President in respect of the  performance  of such
duties.

     SECTION 7. Treasurer. The Treasurer shall

        (a)    have charge and custody of, and be responsible for, all the funds
and securities of the Corporation;

        (b)    keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation;

        (c)    deposit all moneys and other valuables to the credit of the
Corporation in such  depositaries as may be designated by the Board of Directors
or pursuant to its direction;

        (d)    receive,  and  give receipts  for, moneys  due and payable to the
Corporation from any source whatsoever;

        (e)    disburse the funds of the Corporation and supervise the
investments of its funds, taking proper vouchers therefor;

        (f)    render to the Board of Directors, whenever the Board of Directors
may require, an account of the financial condition of the Corporation; and

        (g)     in general, perform all duties incident to the office of
Treasurer and such other duties as from time to time may be  assigned to him by
the Board of Directors.

     SECTION 8. Secretary. The Secretary shall


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        (a)    keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board of  Directors,  the committees
of the Board of Directors and the stockholders;

        (b)    see that all notices are duly given in accordance  with the
provisions of these By-laws and as required by law;

        (c)    be custodian of the records and the seal of the Corporation and
affix and attest the seal to all  certificates  for shares of the Corporation
(unless the seal of the  Corporation on such certificates  shall be a facsimile,
as hereinafter provided) and affix and attest the seal to all other documents to
be executed on behalf of the Corporation under its seal;

        (d)    see  that  the  books,  reports,  statements,  certificates  and
other documents  and records required by law to be kept and  filed by the
Corporation are properly kept and filed; and

        (e)    in general,  perform all duties incident to the office of
Secretary and such other  duties as from time to time may be  assigned to him by
the Board of Directors.

     SECTION 9. 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
or her  inability or refusal to act,  perform the duties and exercise the powers
of the Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

     SECTION 10. 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 or her
inability  or refusal to act,  perform the duties and exercise the powers of the
Secretary  and  shall  perform  such  other  duties  as from time to time may be
assigned to him by the Board of Directors.

     SECTION 11. Officers' Bonds or Other Security.  If required by the Board of
Directors,  any officer of the  Corporation  shall give a bond or other security
for the faithful  performance of his or her duties, in such amount and with such
surety as the Board of Directors may require.

     SECTION  12.  Compensation.   The  compensation  of  the  officers  of  the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors.  An officer of the Corporation shall not be prevented
from  receiving  compensation  by reason of the fact that such  person is also a
director of the Corporation.


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<PAGE>
                                    ARTICLE V

                      STOCK CERTIFICATES AND THEIR TRANSFER

     SECTION 1. Stock  Certificates.  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 or the President or a  Vice-President
and by 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.  If the Corporation  shall be authorized to issue more than one
class  of  stock  or more  than  one  series  of any  class,  the  designations,
preferences  and relative,  participating,  optional or other special  rights of
each class of stock or series  thereof and the  qualifications,  limitations  or
restriction  of such  preferences  and/or  rights  shall be set forth in full or
summarized on the face or back of the certificate  which the  Corporation  shall
issue to  represent  such  class or series of stock,  provided  that,  except as
otherwise provided in Section 202 of the General Corporation Law of the State of
Delaware, in lieu of the foregoing  requirements,  there may be set forth on the
face or back of the certificate  which the Corporation  shall issue to represent
such class or series of stock,  a statement  that the  Corporation  will furnish
without charge to each stockholder who so requests the designations, preferences
and relative,  participating,  optional or other special rights of each class of
stock or series thereof and the  qualifications,  limitations or restrictions of
such preferences and/or rights.

     SECTION  2.  Facsimile  Signatures.  Any  or all  of  the  signatures  on a
certificate may be a 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 or she were such  officer,  transfer  agent or registrar at the date of
issue.

     SECTION  3. Lost  Certificates.  The Board of  Directors  may  direct a new
certificate or certificates to be issued in place of any certificate theretofore
issued by the Corporation  alleged to have been 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
such owner's legal representative, to give the Corporation a bond in such sum as
the Board of  Directors  may direct  sufficient  to  indemnify  the  Corporation
against  any claim that may be made  against the  Corporation  on account of the
alleged loss,  theft or destruction  of any such  certificate or the issuance of
such new certificate or certificates.

     SECTION 4.  Transfers 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,  assignment  or  authority  to
transfer,  it shall be the duty of the Corporation to issue a new certificate to
the person  entitled  thereto,  to cancel the old  certificate and to record the
transaction upon its records;  provided,  however, that the Corporation shall be
entitled to recognize and enforce any lawful  restriction on transfer.  Whenever
any transfer of stock shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of transfer if, when the  certificates are
presented  to  the  Corporation  for  transfer,  both  the  transferor  and  the
transferee request the Corporation to do so.


                                      -10-
<PAGE>
     SECTION 5.  Transfer  Agents and  Registrars.  The Board of  Directors  may
appoint,  or authorize any officer or officers to appoint,  one or more transfer
agents and one or more registrars.

     SECTION 6.  Regulations.  The Board of Directors  may make such  additional
rules and  regulations,  not  inconsistent  with these  By-laws,  as it may deem
expedient  concerning the issue,  transfer and  registration of certificates for
shares of stock of the Corporation.

     SECTION 7.  Fixing  the 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 nor fewer than ten
days  before  the date of such  meeting,  nor more than  sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting  of  stockholders  shall  apply to any  adjournment  of the
meeting;  provided,  however,  that the Board of Directors  may fix a new record
date for the adjourned meeting.

     SECTION 8. Registered  Stockholders.  The Corporation  shall be entitled to
recognize the exclusive right of a person registered on its records as the owner
of shares of stock to  receive  dividends  and to vote as such  owner,  shall be
entitled to hold liable for calls and  assessments  a person  registered  on its
records as the owner of shares of stock, and shall not be bound to recognize any
equitable  or other claim to or interest in such share or shares of stock on the
part of any other  person,  whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of Delaware.


                                   ARTICLE VI

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     SECTION 1. General.  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 or she 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 all  expenses  (including,
without limitation,  attorneys' fees and expenses), judgments, fines and amounts
paid in settlement  actually and reasonably  incurred by him in connection  with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she  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 or her 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, in and of itself,
create a  presumption  that the person did not act in good faith and in a


                                      -11-
<PAGE>
manner which he or she  reasonably  believed to be in or not opposed to the best
interests  of the  Corporation,  or,  with  respect  to any  criminal  action or
proceeding, create a presumption that the person had reasonable cause to believe
that his or her conduct was unlawful.

     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 or she 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  all  expenses  (including,  without  limitation,  attorneys'  fees  and
expenses) actually and reasonably incurred by him in connection with the defense
or  settlement  of such action or suit if he or she acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests of the Corporation;  provided,  however, 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  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 VI, or in defense of any claim, issue or matter
therein, he or she shall be indemnified against all expenses (including, without
limitation,  attorneys' fees and expenses)  actually and reasonably  incurred by
him in connection therewith.

     SECTION 4. Procedure.  Any  indemnification  under Sections 1 and 2 of this
ARTICLE VI (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
or she has met the  applicable  standard of conduct set forth in such Sections 1
and 2.  Such  determination  shall be made (a) by 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  of  the
Corporation.

     SECTION 5. Advances for Expenses. The right to indemnification conferred in
this ARTICLE VI upon a director or officer shall include the right to be paid by
the Corporation all the expenses (including, without limitation, attorneys' fees
and expenses)  incurred in defending an action,  suit or proceeding of the types
set  forth in  Sections  1 and 2 of this  ARTICLE  VI in  advance  of the  final
disposition of such action, suit or proceeding;  provided,  however, that if the
General  Corporation  Law of the State of Delaware  requires,  an advancement of
expenses  incurred  by an  indemnitee  in his or her  capacity  as a director or
officer  (and not in any other  capacity in which  service was or is rendered by
such indemnitee,  including, without limitation,


                                      -12-
<PAGE>
service to an employee  benefit  plan)  shall be made only upon  delivery to the
Corporation of an undertaking,  by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined that such indemnitee is
not  entitled  to be  indemnified  for such  expenses  under this  ARTICLE VI or
otherwise.  Expenses  (including,   without  limitation,   attorneys'  fees  and
expenses)  incurred  by an  employee or agent in  defending  an action,  suit or
proceeding  of the types set forth in Sections 1 and 2 of this ARTICLE VI may 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 employee or
agent to repay such amount if it shall  ultimately be determined  that he or she
is not entitled to be  indemnified  for such expenses by the  Corporation  under
this ARTICLE VI or otherwise.

     SECTION 6. Rights Not Exclusive.  The  indemnification  and  advancement of
expenses provided by, or granted pursuant to, the other sections of this ARTICLE
VI 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 or her  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 or her status as such,  whether or not the Corporation  would have the power
to indemnify him against such liability under the provisions of this ARTICLE VI.

     SECTION 8. Definition of Corporation.  For the purposes of this ARTICLE VI,
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,  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 the provisions
of this ARTICLE VI with respect to the resulting or surviving  corporation as he
or she would have with respect to such  constituent  corporation if its separate
existence had continued.

     SECTION 9. Definitions with respect to Employee Benefit Plans. For purposes
of this ARTICLE VI,  references to "other  enterprises"  shall include  employee
benefit  plans;  references to "fines"  shall include any excise taxes  assessed
upon a person with respect to any  employee  benefit  plan;  and  references  to
"serving  at the request of the  Corporation"  shall  include any  services 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 the person
who acted in good faith and in manner he or she reasonably believed to be in the
interest of the participants and beneficiaries of


                                      -13-
<PAGE>
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 ARTICLE VI.

     SECTION 10.  Survival of Rights.  The  indemnification  and  advancement of
expenses  provided by, or granted  pursuant  to, this  ARTICLE VI shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a  director,  officer,  employee  or agent  and shall  inure to the
benefit of the heirs, executors and administrators of such a person.


                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION  1.  Dividends.  Subject  to the  provisions  of  statute  and  the
Certificate of Incorporation,  dividends upon the shares of capital stock of the
Corporation  may be declared by the Board of Directors at any regular or special
meeting of the Board of Directors. Dividends may be paid in cash, in property or
in shares of stock of the Corporation,  unless otherwise  provided by statute or
the Certificate of Incorporation.

     SECTION 2. Reserves. Before payment of any dividend, there may be set aside
out of any funds of the Corporation  available for dividends such sum or sums as
the Board of Directors may, from time to time, in its absolute discretion, think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining  any property of the  Corporation or
for such other  purpose as the Board of  Directors  may think  conducive  to the
interests of the  Corporation.  The Board of Directors may modify or abolish any
such reserves in the manner in which it was created.

     SECTION 3. Seal. The seal of the Corporation shall be in such form as shall
be approved by the Board of Directors.

     SECTION 4. Fiscal Year. The fiscal year of the Corporation  shall be fixed,
and once  fixed,  may  thereafter  be  changed,  by  resolution  of the Board of
Directors.

     SECTION 5. Checks,  Notes, Drafts, Etc. All checks,  notes, drafts or other
orders for the payment of money of the Corporation shall be signed,  endorsed or
accepted in the name of the  Corporation  by such officer,  officers,  person or
persons as from time to time may be  designated  by the Board of Directors or by
an  officer  or  officers  authorized  by the  Board of  Directors  to make such
designation.

     SECTION 6. Execution of Contracts,  Deeds,  Etc. The Board of Directors may
authorize any officer or officers, agent or agents, in the name and on behalf of
the  Corporation to enter into or execute and deliver any and all deeds,  bonds,
mortgages,  contracts and other  obligations or instruments,  and such authority
may be general or confined to specific instances.

     SECTION 7. Voting of Stock in Other Corporations. Unless otherwise provided
by  resolution  of the  Board of  Directors,  the  Chairman  of the Board or the
President,  from time to


                                      -14-
<PAGE>
time,  may (or may  appoint one or more  attorneys  or agents to) cast the votes
which the  Corporation  may be entitled to cast as a stockholder or otherwise in
any other  corporation,  any of whose  shares or  securities  may be held by the
Corporation,  at meetings of the  holders of the shares or other  securities  of
such other  corporation.  If one or more attorneys or agents are appointed,  the
Chairman of the Board or the  President  may  instruct  the person or persons so
appointed  as to the manner of casting  such votes or giving such  consent.  The
Chairman of the Board or the  President  may, or may instruct  the  attorneys or
agents  appointed to,  execute or cause to be executed in the name and on behalf
of the  Corporation  and  under its seal or  otherwise,  such  written  proxies,
consents,  waivers or other  instruments  as may be  necessary  or proper in the
circumstances.


                                  ARTICLE VIII

                                   AMENDMENTS

     These  By-Laws may be altered,  amended or repealed or new by-laws  adopted
(a) by action of the  stockholders  entitled  to vote  thereon  at any annual or
special meeting of stockholders  or (b) if the Certificate of  Incorporation  so
provides,  by action of the Board of Directors  at a regular or special  meeting
thereof. Any by-law made by the Board of Directors may be amended or repealed by
action of the stockholders at any annual or special meeting of stockholders.

                                      -15-