AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                             BDM INTERNATIONAL, INC.



                                TABLE OF CONTENTS

                                                                           Page

ARTICLE I - OFFICES                   ........................................1

       Section 1.          Registered Office..................................1
       Section 2.          Other Offices......................................1

ARTICLE II - MEETINGS OF STOCKHOLDERS 1

       Section 1.          Place of Meetings..................................1
       Section 2.          Annual Meeting of Stockholders.....................1
       Section 3.          Quorum; Adjourned Meetings
                           and Notice Thereof.................................1
       Section 4.          Voting.............................................2
       Section 5           Proxies............................................2
       Section 6.          Special Meetings...................................2
       Section 7.          Notice of Stockholders Meetings...................3
       Section 8.          Maintenance and Inspection of
                           Stockholder List...................................3
       Section 9.          Stockholder Action by Written
                           Consent Without a Meeting..........................4

ARTICLE III - DIRECTORS               ........................................4

       Section 1.          The Number of Directors............................4
       Section 2.          Vacancies..........................................4
       Section 3.          Powers.............................................5
       Section 4.          Place of Directors Meetings........................5
       Section 5.          Regular Meetings...................................5
       Section 6.          Special Meetings...................................6
       Section 7.          Quorum.............................................6
       Section 8.          Action Without Meeting.............................6
       Section 9.          Telephonic Meetings................................6
       Section 10.         Committees of Directors............................7
       Section 11.         Minutes of Committee Meetings......................7
       Section 12.         Compensation of Directors..........................8
       Section 13.         Indemnification....................................8

ARTICLE IV - OFFICERS                 ........................................8

       Section 1.          Officers...........................................8
       Section 2.          Election of Officers...............................9
       Section 3.          Compensation of Officers...........................9
       Section 4.          Term of Office; Removal and Vacancies..............9
       Section 5.          Chairman of the Board..............................9
       Section 6.          President..........................................9
<PAGE>

                                           TABLE OF CONTENTS (Continued)

                                                                           Page

ARTICLE IV - OFFICERS (Continued)

       Section 7.          Vice Presidents...................................10
       Section 8.          Secretary.........................................10
       Section 9.          Assistant Secretary...............................11
       Section 10.         Treasurer.........................................11
       Section 11.         Assistant Treasurer...............................11
       Section 12.         Appointed Vice Presidents.........................12

ARTICLE V - CERTIFICATES OF STOCK     .......................................12

       Section 1.          Certificates......................................12
       Section 2.          Signatures on Certificates........................12
       Section 3.          Statement of Stock Rights,
                           Preferences, Privileges...........................12
       Section 4.          Lost Certificates.................................13
       Section 5.          Transfers of Stock................................13
       Section 6.          Fixing Record Date................................14
       Section 7.          Registered Stockholders...........................14

ARTICLE VI - GENERAL PROVISIONS       .......................................14

       Section 1.          Dividends.........................................14
       Section 2.          Payment of Dividends; Directors' Duties...........15
       Section 3.          Checks............................................15
       Section 4.          Fiscal Year.......................................15
       Section 5.          Corporate Seal....................................15
       Section 6.          Manner of Giving Notice...........................15
       Section 7.          Waiver of Notice..................................16
       Section 8.          Annual Statement..................................16
 
ARTICLE VII - AMENDMENTS              .......................................16

       Section 1.          Amendment by Directors or
                           Stockholders......................................16


<PAGE>

                                    ARTICLE I
                                     OFFICES

         Section 1. The  registered  office shall be in the City of  Wilmington,
County of New Castle, State of Delaware.
         Section 2. The  corporation  may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the corporation may require.
                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS
         Section 1. Meetings of  stockholders  shall be held at any place within
or outside the State of Delaware  designated by the Board of  Directors.  In the
absence of any such  designation,  stockholders'  meetings  shall be held at the
principal executive office of the corporation.
         Section 2. The annual meeting of  stockholders  shall be held each year
on a date and a time  designated  by the  Board  of  Directors.  At each  annual
meeting  directors  shall  be  elected  and any  other  proper  business  may be
transacted.

         Section 3. A majority of the stock issued and  outstanding and entitled
to vote at any  meeting of  stockholders,  the  holders of which are  present in
person or represented by proxy, shall constitute a quorum for the transaction of
business   except  as  otherwise   provided  by  law,  by  the   Certificate  of
Incorporation,  or by these By-Laws.  A quorum,  once established,  shall not be
broken by the  withdrawal  of enough  votes to leave  less than a quorum and the
votes present may continue to transact business until adjournment.  If, however,
such  quorum  shall  not  be  present  or  represented  at  any  meeting  of the
stockholders,  a majority of the voting stock  represented in person or by proxy
may  adjourn  the  meeting  from  time  to  time,   without  notice  other  than
announcement at the meeting, until a quorum shall be present or represented.  At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  notified.  If the  adjournment  is for more than thirty days,  or if
after the  adjournment a new record date is fixed for the adjourned  meeting,  a
notice of the  adjourned  meeting shall be given to each  stockholder  of record
entitled to vote thereat.
         Section  4. When a quorum is present  at any  meeting,  the vote of the
holders of a majority  of the stock  having  voting  power  present in person or
represented  by proxy shall decide any  question  brought  before such  meeting,
unless the question is one upon which by express  provision of the statutes,  or
the Certificate of Incorporation, or these By-Laws, a different vote is required
in which case such  express  provision  shall govern and control the decision of
such question.
         Section 5. At each meeting of the stockholders, each stockholder having
the right to vote may vote in person or may authorize  another person or persons
to act for him by proxy appointed by an instrument in writing subscribed by such
stockholder  and bearing a date not more than three years prior to said meeting,
unless said instrument  provides for a longer period.  All proxies must be filed
with the Secretary of the  corporation at the beginning of each meeting in order
to be counted in any vote at the meeting.  Each stockholder  shall have one vote
for each share of stock having voting power, registered in his name on the books
of the  corporation on the record date set by the Board of Directors as provided
in Article V, Section 6 hereof.  All  elections  shall be had and all  questions
decided by a plurality vote.
         Section 6. Special meetings of the  stockholders,  for any purpose,  or
purposes,  unless  otherwise  prescribed  by  statute or by the  Certificate  of
Incorporation,  may be  called  by the  President  and  shall be  called  by the
President or the  Secretary at the request in writing of a majority of the Board
of Directors,  or at the request in writing of stockholders  owning at least ten
percent (10%)in amount of the entire capital stock of the corporation issued and
outstanding,  and entitled to vote;  provided,  however,  any special meeting of
stockholders   called  less  than  181  days   following  the  last  meeting  of
stockholders may be called by the President and shall be called by the President
or Secretary at the request in writing of a majority of the Board of  Directors,
or at the request in writing of stockholders owning at least fifty percent (50%)
in amount of the entire capital stock of the Corporation  issued and outstanding
and entitled to vote.  Such  request  shall state the purpose or purposes of the
proposed  meeting.  Business  transacted at any special  meeting of stockholders
shall be limited to the purposes stated in the notice.
         Section 7. Whenever  stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which notice
shall  state the  place,  date and hour of the  meeting,  and,  in the case of a
special  meeting,  the purpose or purposes for which the meeting is called.  The
written  notice of any meeting  shall be given to each  stockholder  entitled to
vote at such  meeting not less than ten nor more than sixty days before the date
of the meeting.  If mailed,  notice is given when deposited in the United States
mail, postage prepaid,  directed to the stockholder at his address as it appears
on the records of the corporation.
         Section  8. The  officer  who has  charge  of the  stock  ledger of the
corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting, or, if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.
         Section  9.   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 ouch stockholders,  may be taken without a meeting,
without prior notice and without a 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  entitled  to vote  thereon
were  prevent and voted.  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.
                                   ARTICLE III
                                    DIRECTORS
         Section 1. The number of  directors  which shall  constitute  the whole
Board shall be not less than one (1) and not more than fifteen  (15).  The exact
number of directors  shall be determined  by  resolution  of the Board,  and the
initial  number  of  directors  shall  be one  (1).  The  directors  need not be
stockholders.  The  directors  shall be  elected  at the  annual  meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected  shall  hold  office  until his  successor  is  elected  and  qualified;
provided,  however,  that unless  otherwise  restricted  by the  Certificate  of
Incorporation  or by law, any  director or the entire Board of Directors  may be
removed,  either  with or  without  cause,  from the Board of  Directors  at any
meeting of stockholders  by a majority of the stock  represented and entitled to
vote thereat.
         Section  2.  Vacancies  on the Board of  Directors  by reason of death,
resignation,  retirement,  disqualification,  removal from office, or otherwise,
and newly created  directorships  resulting  from any increase in the authorized
number of directors may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining  director.  The directors so
chosen shall hold office until the next annual  election of directors  and until
their successors are duly elected and shall qualify, unless sooner replaced by a
vote of the shareholders.  If there are no directors in office, then an election
of directors may be held in the manner  provided by statute.  If, at the time of
filling any vacancy or any newly created  directorship,  the  directors  then in
office shall  constitute less than a majority of the whole Board (as constituted
immediately  prior to any  such  increase),  the  Court of  Chancery  may,  upon
application of any stockholder or  stockholders  holding at least ten percent of
the total number of the shares at the time outstanding  having the right to vote
for such  directors,  summarily  order an  election  to be held to fill any such
vacancies or newly created directorships,  or to replace the directors chosen by
the directors then in office.
         Section  3. The  property  and  business  of the  corporation  shall be
managed by or under the direction of its Board of Directors.  In addition to the
powers and authorities by these By-Laws expressly conferred upon them, the Board
may exercise all such powers of the  corporation and do all such lawful acts and
things as are not by statute or by the Certificate of  Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.
                       MEETINGS OF THE BOARD OF DIRECTORS
         Section 4. The directors  may hold their  meetings and have one or more
offices, and keep the books of the corporation outside of the State of Delaware.
         Section  5.  Regular  meetings  of the Board of  Directors  may be held
without  notice at such time and place as shell from time to time be  determined
by the Board.
         Section 6. Special  meetings of the Board of Directors may be called by
the President on forty-eight  hours' notice to each director,  either personally
or by mail or by telegram;  special meetings shall be called by the President or
the  Secretary  in like manner and on like notice on the written  request of two
directors.
         Section 7. At all  meetings of the Board of Directors a majority of the
authorized number of directors shall be necessary and sufficient to constitute a
quorum  for the  transaction  of  business,  and the vote of a  majority  of the
directors  prevent at any meeting at which there is a quorum shall be the act of
the Board of  Directors,  except as may be  otherwise  specifically  provided by
statute,  by the Certificate of Incorporation  or by these By-Laws.  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.  If only one
director is  authorized,  such sole director shall  constitute a quorum.  At any
meeting,  a director shall have the right to be accompanied by counsel  provided
that such counsel  shall agree to any  confidentiality  restrictions  reasonably
imposed by the corporation.
         Section  8.  Unless   otherwise   restricted  by  the   Certificate  of
Incorporation or these By-Laws,  any action required or permitted to be taken at
any meeting of the Board of Directors or of any  committee  thereof may be taken
without a meeting if all members of the Board or committee,  as the case may be,
consent  thereto in  writing,  and the  writing or  writings  are filed with the
minutes of  proceedings of the Board or committee.  Section 9. Unless  otherwise
restricted by the Certificate of Incorporation or these By-Laws,  members of the
Board of Directors,  or any committee designated by the Board of Directors,  may
participate in a meeting of the Board of Directors,  or any committee,  by means
of conference  telephone or similar  communications  equipment by means of which
all  persons  participating  in the  meeting  can  hear  each  other,  and  such
participation in a meeting shall constitute presence in person at such meeting.
                             COMMITTEES OF DIRECTORS
         Section  10. The Board of  Directors  may,  by  resolution  pasted by a
majority  of the  whole  Board,  designate  one or more  committees,  each  such
committee  to consist of one or more of the  directors of the  corporation.  The
Board may designate one or more directors as alternate members of any committee,
who may  replace  any  absent  or  disqualified  member  at any  meeting  of the
committee.  In the absence or disqualification  of a member of a committee,  the
member or members  thereof  present at any  meeting  and not  disqualified  from
voting,  whether or not he or they constitute a quorum, may unanimously  appoint
another  member of the Board of  Directors to act at the meeting in the place of
any such  absent or  disqualified  member.  Any such  committee,  to the  extent
provided  in the  resolution  of the  Board  of  Directors,  shall  have and may
exercise  all  the  powers  and  authority  of the  Board  of  Directors  in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such  committee  shall have the power or  authority in reference to amending the
Certificate of Incorporation,  adopting an agreement of merger or consolidation,
recommending  to  the  stockholders  the  sale,  lease  or  exchange  of  all or
substantially all of the corporation's property and assets,  recommending to the
stockholders a dissolution of the  corporation or a revocation of a dissolution,
or amending the By-Laws of the  corporation;  and,  unless the resolution or the
Certificate of Incorporation  expressly so provide, no such committee shall have
the power or  authority  to declare a dividend or to  authorize  the issuance of
stock.
         Section 11. Each committee  shall keep regular  minutes of its meetings
and report the same to the Board of Directors when required.
                            COMPENSATION OF DIRECTORS
         Section  12.  Unless   otherwise   restricted  by  the  Certificate  of
Incorporation  or these By Laws, the Board of Directors shall have the authority
to fix the compensation of directors.  The directors may be paid their expenses,
if any, of  attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
                                 INDEMNIFICATION
         Section 13. The Corporation  shall indemnify every person who was or is
a party or is or was  threatened  to be made a party  to any  action,  suit,  or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the fact that he is or was a director or officer of the Corporation or, while
a director or officer or employee of the  Corporation,  is or was serving at the
request of the Corporation as a director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise,  against expenses (including counsel fees),  judgments,  fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with such action, suit or proceeding, to the full extent permitted by
applicable law.
                                   ARTICLE IV
                                    OFFICERS
         Section 1. The Board of Directors shall elect a President,  one or more
Vice  Presidents,  a Secretary,  and a Treasurer.  The Board of Directors in its
discretion,  also  may  elect a  Chairman  of the  Board  and  one or more  Vice
Chairmen, Assistant Secretaries and Assistant Treasurers. In the event there are
two or more Vice  Presidents,  then one or more may be  designated  as Executive
Vice President,  Senior Vice President, or other similar or dissimilar title. At
the time of the election of officers,  the directors may by resolution determine
the order of their  rank.  Any number of offices  may be held by the same person
unless the Certificate of Incorporation or these By-Laws otherwise provide.
         Section  2. The Board of  Directors,  at its first  meeting  after each
annual meeting of stockholders, shall elect the officers of the Corporation.
         Section 3. The  compensation of all elected  officers and agents of the
Corporation shall be determined by the Board of Directors.
         Section 4. The  officers of the  Corporation  shall hold  office  until
their  successors are chosen and qualify in their stead.  Any officer elected or
appointed  by  the  Board  of  Directors  may be  removed  at  any  time  by the
affirmative  vote of a majority of the Board of Directors.  If the office of any
officer or officers  becomes vacant for any reason,  the vacancy shall be filled
by the Board of Directors.
                              CHAIRMAN OF THE BOARD
         Section 5. The  Chairman  of the Board,  if such an officer be elected,
shall,  if  present,  preside  at all  meetings  of the Board of  Directors  and
exercise  and perform  such other  powers and duties as may be from time to time
assigned to him by the Board of Directors or  prescribed by these  By-Laws.  The
Chairman of the Board may, in the discretion of the Board of Directors,  also be
the Chief Executive Officer of the Corporation and, if so, shall have the powers
and  duties  prescribed  for the Chief  Executive  Officer  in Section 6 of this
Article IV.
                                    PRESIDENT
         Section 6. Unless the Chairman is also the Chief Executive  Officer and
subject to such supervisory  powers as may be given by the Board of Directors to
the Chairman of the Board,  if any, the President  shall be the Chief  Executive
Officer of the  Corporation  and shall,  subject to the  control of the Board of
Directors,  have general supervision,  direction and control of the business and
officers  of  the  Corporation.   He  shall  preside  at  all  meetings  of  the
stockholders  and, in the absence of the  Chairman of the Board,  or if there be
none,  at all  meetings  of the Board of  Directors.  He shall be an  ex-officio
member of all  committees  and  shall  have the  general  powers  and  duties of
management usually vested in the office of President and Chief Executive Officer
of the  Corporation,  and shall  have such  other  powers  and  duties as may be
prescribed by the Board of Directors or these By-Laws.
                                 VICE PRESIDENTS
         Section 7. In the  absence or  disability  of the  President,  the Vice
Presidents in order of their rank as fixed by the Board of Directors,  or if not
ranked, the Vice President  designated by the Board of Directors,  shall perform
all the duties of the President, and when so acting shall have all the powers of
and be subject to all the restrictions  upon the President.  The Vice Presidents
shall have such other  duties as from time to time may be  prescribed  for them,
respectively, by the Board of Directors.
                        SECRETARY AND ASSISTANT SECRETARY
         Section 8. The  Secretary  shall  attend all  sessions  of the Board of
Directors  and all  meetings  of the  stockholders  and record all votes and the
minutes  of all  proceedings  in a book to be kept for that  purpose;  and shall
perform like duties for the standing  committees  when  required by the Board of
Directors.  He shall give,  or cause to be given,  notice of all meetings of the
stockholders and of the Board of Directors,  and shall perform such other duties
as may be prescribed by the Board of Directors or these  By-Laws.  He shall keep
the seal of the Corporation, and when authorized by the Board, affix the same to
any  instrument  requiring  it, and when so affixed it shall be  attested by his
signature or by the signature of an Assistant Secretary.  The Board of Directors
may give  general  authority  to any  other  officer  to  affix  the seal of the
Corporation and to attest the affixing by his signature.
         Section 9. 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,  the Assistant Secretary designated by the Board
of Directors, shall, in the absence or disability of the Secretary,  perform the
duties and exercise  the powers of the  Secretary  and shall  perform such other
duties and have such  other  powers as the Board of  Directors  may from time to
time prescribe.
                        TREASURER AND ASSISTANT TREASURER
         Section 10. The Treasurer shall have the custody of the corporate funds
and  securities  and shall  keep full and  accurate  accounts  of  receipts  and
disbursements  in books  belonging  to the  Corporation  and shall  deposit  all
moneys,  and  other  valuable  effects  in the  name  and to the  credit  of the
Corporation,  in  such  depositories  as  may be  designated  by  the  Board  of
Directors.  He shall disburse the funds of the  Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Board of Directors,  at its regular meetings, or when the Board of
Directors so requires,  an account of all his  transactions  as Treasurer and of
the financial condition of the Corporation.
         Section  11. 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,  the Assistant Treasurer designated by the
Board of  Directors,  shall,  in the  absence or  disability  of the  Treasurer,
perform the duties and exercise the powers of the  Treasurer  and shall  perform
such other duties and have such other powers as the Board of Directors  may from
time to time prescribe.
                            APPOINTED VICE PRESIDENTS
         Section 12. The President  (or, in the event there is a Chairman of the
Board and the Chairman of the Board also is the Chief  Executive  Officer of the
Corporation,  the  Chairman  of the Board) may from time to time  appoint one or
more Vice  Presidents  with such  powers  and  duties  as may be  designated  or
approved by the President (or, if applicable, the Chairman of Board).
                                    ARTICLE V
                              CERTIFICATES OF STOCK
         Section 1. Every holder of stock of the  corporation  shall be entitled
to have a  certificate  signed  by, or in the name of the  corporation  by,  the
Chairman or Vice Chairman of the Board of Directors,  or the President or a Vice
President,  and by the Secretary or an Assistant Secretary,  or the Treasurer or
an  Assistant  Treasurer  of the  corporation,  certifying  the number of shares
represented by the certificate owned by such stockholder in the corporation.
         Section 2. Any or all of the  signatures  on the  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 were
such officer, transfer agent, or registrar at the date of issue.
         Section 3. If the  corporation  shall be  authorized to issue more than
one  class  of  stock  or  more  than  one  series  of any  class,  the  powers,
designations, preferences and relative, participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and  the  qualification,
limitations or restrictions of such preferences and/or rights shall be set forth
in  full  or  summarized  on the  face or  back  of the  certificate  which  the
corporation  shall issue,  to represent such class or series of stock,  provided
that, except as otherwise provided in section 202 of the General Corporation Law
of Delaware,  in lieu of the foregoing  requirements,  there may be set forth on
the  face or back of the  certificate  which  the  corporation  shall  issue  to
represent such class or series of stock, a statement that the  corporation  will
furnish  without  charge  to  each  stockholder  who  so  requests  the  powers,
designations, preferences and relative, participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations or restrictions of such preferences and/or rights.
                     LOST, STOLEN OR DESTROYED CERTIFICATES
         Section  4. The Board of  Directors  may  direct a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or  certificates,  the Board of Directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
legal  representative,  to advertise the same in such manner as it shall require
and/or to give the  corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the  corporation  with respect to the
certificate alleged to have been lost, stolen or destroyed.
                               TRANSFERS OF STOCK
         Section 5. Upon surrender to the corporation,  or the transfer agent of
the  corporation,  of a certificate  for sharer duly endorsed or  accompanied by
proper  evidence of  succession,  assignation  or  authority  to  transfer,  the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its book.
                               FIXING RECORD DATE
         Section 6. In order that the corporation may determine the stockholders
entitled  to notice of or to vote at any  meeting  of the  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 a record date which shall
not be more than sixty nor less 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 m sting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.
                             REGISTERED STOCKHOLDERS
         Section 7. 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 or
interest in such share on the part of any other person,  whether or not it shall
have express or other notice thereof,  save as expressly provided by the laws of
the State of Delaware.
                                   ARTICLE VI
                               GENERAL PROVISIONS
                                    DIVIDENDS
         Section 1. Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of  Incorporation,  if any, may be declared
by the Board of  Directors at any regular or special  meeting,  pursuant to law.
Dividends may be paid in cash, in property,  or in shares of the capital  stock,
subject to the provisions of the Certificate of Incorporation.
         Section 2. Before payment of any dividend there say be set aside out of
any funds of the  corporation  available for  dividends  such sun or sums as the
directors  from time to tine, in their  absolute  discretion,  think proper as a
reserve  fund  to  meet  contingencies,  or  for  equalizing  dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purpose  as  the  directors  shall  think  conducive  to  the  interests  of the
corporation, and the directors may abolish any such reserve.
                                     CHECKS
         Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers as the Board of  Directors  may from
time to time designate.
                                   FISCAL YEAR
         Section  4.  The  fiscal  year of the  corporation  shall  be  fixed by
resolution of the Board of Directors.
                                      SEAL
         Section 5. The corporate seal shall have inscribed  thereon the name of
the  corporation,  they are of its  organization  and the words "Corporate Seal,
Delaware".  Said seal may be used by  causing  it or a  facsimile  thereof to be
impressed or affixed or reproduced or otherwise.
                                     NOTICES
         Section 6.  Whenever,  under the  provisions  of the statutes or of the
Certificate of Incorporation or of these By-Laws, notice is required to be given
to any  director or  stockholder,  it shall not be  construed  to mean  personal
notice,  but such  notice may be given in  writing,  by mail,  address d to such
director  or  stockholder,  at his  address as it appears on the  records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail.
Notice to directors say also be given by telegram.
         Section  7.  Whenever  any  notice is  required  to be given  under the
provisions of the statutes or of the  Certificate of  Incorporation  or of these
By-Laws,  a waiver thereof in writing,  signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
                                ANNUAL STATEMENT
         Section 8. The Board of Directors shall present at each annual meeting,
and at any special  meeting of the  stockholders  when called for by vote of the
stockholders,  a full and clear  statement of the business and  condition of the
corporation.
                             ARTICLE VII AMENDMENTS
         Section 1. These  By-Laws  may be  altered,  amended or repealed or new
By-Laws may be adopted by the  stockholders  or by the Board of Directors at any
regular  meeting  of the  stockholders  or of the Board of  Directors  or at any
special  meeting of the  stockholders  or of the Board of Directors if notice of
such  alteration,  amendment,  repeal or adoption of new By-Laws be contained in
the  notice of such  special  meeting.  If the  power to adopt,  amend or repeal
By-Laws  is  conferred  upon  the  Board  of  Directors  by the  Certificate  of
Incorporation  it shall not  divest or limit  the power of the  stockholders  to
adopt, amend or repeal By-Laws.
         The  foregoing  By-Laws  were  adopted  by the  Board of  Directors  on
October 2,  1990, as amended on January 28,  1991, April 24,  1992,  December 9,
1992 and January 3, 1997.



                                          ......................
                                                Secretary