Exhibit 3.1


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                        COLLAGENEX PHARMACEUTICALS, INC.



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                                TABLE OF CONTENTS

                                                                          Page

                                                                          ----
ARTICLE I STOCKHOLDERS.......................................................1
         1.1      Place of Meetings..........................................1
         1.2      Annual Meeting.............................................1
         1.3      Special Meetings...........................................1
         1.4      Notice of Meetings.........................................1
         1.5      Voting List................................................1
         1.6      Quorum.....................................................2
         1.7      Adjournments...............................................2
         1.8      Voting and Proxies.........................................2
         1.9      Nomination of Directors....................................3
         1.10     Notice of Business at Annual Meetings......................4
         1.11     Conduct of Meetings........................................6

ARTICLE II DIRECTORS.........................................................7
         2.1      General Powers.............................................7
         2.2      Number, Election and Qualification.........................7
         2.3      Terms of Office; Vacancies.................................7
         2.4      Quorum.....................................................8
         2.5      Action at Meeting..........................................8
         2.6      Removal....................................................8
         2.7      Resignation................................................8
         2.8      Regular Meetings...........................................8
         2.9      Special Meetings...........................................8
         2.10     Notice of Special Meetings.................................8
         2.11     Meetings by Conference Communications Equipment............8
         2.12     Action by Consent..........................................9
         2.13     Organization...............................................9
         2.14     Committees.................................................9
         2.15     Compensation of Directors..................................9

ARTICLE III OFFICERS.........................................................9
         3.1      Titles.....................................................9
         3.2      Election..................................................10
         3.3      Qualification.............................................10
         3.4      Tenure....................................................10
         3.5      Resignation and Removal...................................10
         3.6      Vacancies.................................................10
         3.7      Chairman of the Board.....................................10
         3.8      President; Chief Executive Officer........................10
         3.9      Vice Presidents...........................................11
         3.10     Chief Financial Officer...................................11

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         3.11     Secretary and Assistant Secretaries.......................11
         3.12     Treasurer and Assistant Treasurers........................11
         3.13     Salaries..................................................12

ARTICLE IV CAPITAL STOCK....................................................12
         4.1      Issuance of Stock.........................................12
         4.2      Certificates of Stock.....................................12
         4.3      Transfers.................................................12
         4.4      Lost, Stolen or Destroyed Certificates....................13
         4.5      Fractional Shares.........................................13
         4.6      Record Date...............................................13

ARTICLE V INDEMNIFICATION...................................................13
         5.1      Right to Indemnification..................................13
         5.2      Notification; Assumption of Defense.......................14
         5.3      Prepayment of Expenses....................................14
         5.4      Indemnitee Initiation; Other Indemnification..............14
         5.5      Entitlement to Indemnification............................15
         5.6      Non-Exclusivity of Rights.................................15
         5.7      Amendment or Repeal.......................................15

ARTICLE VI GENERAL PROVISIONS...............................................15
         6.1      Fiscal Year...............................................15
         6.2      Corporate Seal............................................15
         6.3      Waiver of Notice..........................................15
         6.4      Contracts.................................................16
         6.5      Proxies; Powers of Attorney; Other Instruments............16
         6.6      Financial Reports.........................................16
         6.7      Evidence of Authority.....................................16
         6.8      Certificate of Incorporation..............................16
         6.9      Transactions with Interested Parties......................16
         6.10     Location and Form of Records..............................17
         6.11     Severability..............................................17
         6.12     Pronouns..................................................17

ARTICLE VII AMENDMENTS......................................................17

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                                   ARTICLE I

                                  STOCKHOLDERS

     1.1 Place of Meetings.  All meetings of stockholders  shall be held at such
place as may be  designated  from  time to time by the Board of  Directors,  the
Chairman  of the  Board  or the  President  or,  if  not so  designated,  at the
principal office of the Corporation.

     1.2 Annual Meeting.  The annual meeting of stockholders for the election of
directors  and for the  transaction  of such other  business as may  properly be
brought  before the meeting shall be held on a date and at a time  designated by
the Board of Directors,  the Chairman of the Board or the President  (which date
shall not be a legal  holiday in the place where the meeting is to be held).  If
no annual meeting is held in accordance with the foregoing provisions, a special
meeting may be held in lieu of the annual meeting,  and any action taken at that
special meeting shall have the same effect as if it had been taken at the annual
meeting,  and in such case all references in these By-laws to the annual meeting
of the stockholders shall be deemed to refer to such special meeting.

     1.3 Special  Meetings.  Special meetings of stockholders for any purpose or
purposes  may be called at any time by the Board of  Directors,  the Chairman of
the Board or the President,  but such special  meetings may not be called by any
other  person  or  persons.  Business  transacted  at  any  special  meeting  of
stockholders  shall be limited to matters  relating  to the  purpose or purposes
stated in the notice relating to the meeting.

     1.4 Notice of Meetings. Except as otherwise provided by law, notice of each
meeting of stockholders, whether annual or special, shall be given not less than
10 nor more than 60 days  before  the date of the  meeting  to each  stockholder
entitled to vote at such  meeting.  Without  limiting the manner by which notice
otherwise may be given to  stockholders,  any notice shall be effective if given
by a form of electronic  transmission  consented to (in a manner consistent with
the General Corporation Law of the State of Delaware) by the stockholder to whom
the notice is given. The notices of all meetings shall state the place, date and
time of the  meeting  and the means of remote  communications,  if any, by which
stockholders  and proxyholders may be deemed to be present in person and vote at
such  meeting.  The notice of a special  meeting shall state,  in addition,  the
purpose or purposes for which the meeting is called. If notice is given by mail,
such notice  shall be deemed  given when  deposited  in the United  States mail,
postage prepaid, directed to the stockholder at such stockholder's address as it
appears on the  records  of the  Corporation.  If notice is given by  electronic
transmission, such notice shall be deemed given at the time specified in Section
232 of the General Corporation Law of the State of Delaware.

     1.5 Voting List. The Secretary shall prepare, at least 10 days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting,  arranged in  alphabetical  order,  and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the  meeting,  for a period of at least 10 days prior to the meeting:
(i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with notice of the meeting,  or
(ii) during  ordinary  business hours, at the principal place of business of the
Corporation. The list shall also be


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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.  Except as
otherwise provided by law, the stock ledger shall be the only evidence as to who
are  the  stockholders  entitled  to  examine  the  stock  ledger,  the  list of
stockholders or the books of the  Corporation,  or to vote in person or by proxy
at any meeting of stockholders.

     1.6  Quorum.  Except as  otherwise  provided  by law,  the  Certificate  of
Incorporation or these By-laws, the holders of a majority in voting power of the
outstanding  shares of the capital stock of the Corporation  entitled to vote at
the meeting,  present in person,  present by means of remote  communication in a
manner, if any, authorized by the Board of Directors in its sole discretion,  or
represented by proxy, shall constitute a quorum for the transaction of business.
A quorum,  once established at a meeting,  shall not be broken by the withdrawal
of enough votes to leave less than a quorum.

     1.7 Adjournments. Any meeting of stockholders may be adjourned from time to
time to any other time and to any other place at which a meeting of stockholders
may be held under these By-laws by the  stockholders  present or  represented at
the  meeting  and  entitled  to vote,  although  less than a  quorum,  or, if no
stockholder  is  present,  by any  officer  entitled  to preside at or to act as
secretary of such meeting.  It shall not be necessary to notify any  stockholder
of any  adjournment  of less than 30 days if the time and place of the adjourned
meeting,  and the means of remote  communication,  if any, by which stockholders
and  proxyholders  may be  deemed  to be  present  in  person  and  vote at such
adjourned  meeting,  are announced at the meeting at which adjournment is taken,
unless  after the  adjournment  a new  record  date is fixed  for the  adjourned
meeting.  At the adjourned  meeting,  the  Corporation may transact any business
which might have been transacted at the original meeting.

     1.8 Voting and Proxies.  Except as otherwise provided by or pursuant to the
provisions of the Certificate of  Incorporation,  each  stockholder  entitled to
vote at any meeting of stockholders shall be entitled to one vote for each share
of stock  held by such  stockholder  which has  voting  power upon the matter in
question.  Each  stockholder  entitled to vote at a meeting of stockholders  may
authorize another person or persons to act for such stockholder by proxy, but no
such proxy shall be voted or acted upon after three years from its date,  unless
the proxy  provides  for a longer  period.  A proxy shall be  irrevocable  if it
states that it is irrevocable and if, and only as long as, it is coupled with an
interest  sufficient in law to support an irrevocable  power. A stockholder  may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by delivering to the Secretary of the  Corporation a revocation of the
proxy or a new proxy  bearing a later date.  Voting at meetings of  stockholders
need not be by written ballot and may be by means of remote  communications,  as
determined by the Board of Directors,  by which stockholders may be deemed to be
present in person and vote at such meetings. At all meetings of stockholders for
the election of directors a plurality of the votes cast shall be  sufficient  to
elect. All other elections and questions shall, unless otherwise provided by the
Certificate of  Incorporation,  these  By-laws,  the rules or regulations of any
stock exchange  applicable to the Corporation,  or applicable law or pursuant to
any regulation  applicable to the Corporation or its  securities,  be decided by
the affirmative  vote of the holders of a majority in voting power of the shares
of stock of the Corporation which are present in person or by proxy and entitled
to vote thereon.

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          1.9 Nomination of Directors.
              -----------------------

     (a) Except for (i) any  directors  entitled to be elected by the holders of
preferred  stock and (ii) any directors  elected in accordance  with Section 2.3
hereof  by  the  Board  of  Directors  to  fill  a  vacancy  or  newly   created
directorship,  only persons who are nominated in accordance  with the procedures
in this Section 1.9 shall be eligible for election as directors.  Nomination for
election  to  the  Board  of  Directors  of  the  Corporation  at a  meeting  of
stockholders may be made (i) by or at the direction of the Board of Directors or
(ii) by any  stockholder  of the  Corporation  who (x) complies  with the notice
procedures set forth in Section 1.9(b) and (y) is a stockholder of record on the
date of the giving of such notice and on the record  date for the  determination
of stockholders entitled to vote at such meeting.

     (b) To be timely, a stockholder's notice must be received in writing by the
Secretary at the principal executive offices of the Corporation as follows:  (x)
in the case of an election of  directors at an annual  meeting of  stockholders,
not less than 90 days nor more than 120 days prior to the first  anniversary  of
the preceding year's annual meeting;  provided,  however, that in the event that
the date of the annual  meeting is advanced by more than 20 days,  or delayed by
more than 60 days,  from the first  anniversary  of the preceding  year's annual
meeting,  a  stockholder's  notice must be so received  not earlier than the one
hundred  twentieth day prior to such annual meeting and not later than the close
of business on the later of (A) the ninetieth  day prior to such annual  meeting
and (B) the  tenth  day  following  the day on which  notice of the date of such
annual  meeting  was  mailed or  public  disclosure  of the date of such  annual
meeting was made,  whichever first occurs;  or (y) in the case of an election of
directors at a special meeting of stockholders, not earlier than the one hundred
twentieth  day prior to such  special  meeting  and not later  than the close of
business on the later of (i) the ninetieth day prior to such special meeting and
(ii) the tenth day following the day on which notice of the date of such special
meeting was mailed or public  disclosure of the date of such special meeting was
made, whichever first occurs.

     The  stockholder's  notice to the Secretary shall set forth: (a) as to each
proposed  nominee (i) such person's name, age,  business  address and, if known,
residence address, (ii) such person's principal occupation or employment,  (iii)
the  class  and  number  of  shares  of  stock  of  the  Corporation  which  are
beneficially  owned by such person,  and (iv) any other  information  concerning
such  person  that  must be  disclosed  as to  nominees  in proxy  solicitations
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act");  (b) as to the  stockholder  giving  the notice (i) such
stockholder's name and address, as they appear on the Corporation's  books, (ii)
the class and  number of  shares of stock of the  Corporation  which are  owned,
beneficially  and of record,  by such  stockholder,  (iii) a description  of all
arrangements  or  understandings  between  such  stockholder  and each  proposed
nominee and any other  person or persons  (including  their  names)  pursuant to
which  the  nomination(s)   are  to  be  made  by  such   stockholder,   (iv)  a
representation  that such stockholder intends to appear in person at the meeting
to nominate the person(s) named in its notice; and (v) a representation  whether
the  stockholder  intends or is part of a group  which  intends (a) to deliver a
proxy  statement  and/or form of proxy to holders of at least the  percentage of
the Corporation's outstanding capital stock required to elect the nominee and/or
(b) otherwise to solicit proxies from stockholders in support of such nomination
and (c) as to the  beneficial  owner,  if any, on whose behalf the nomination is
being made (i) such beneficial owner's name and address, (ii) the

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class and number of shares of stock of the  Corporation  which are  beneficially
owned by such  beneficial  owner,  (iii) a description  of all  arrangements  or
understandings  between such beneficial  owner and each proposed nominee and any
other  person  or  persons   (including  their  names)  pursuant  to  which  the
nomination(s)  are to be made and (iv) a  representation  whether the beneficial
owner  intends  or is part of a  group  which  intends  (a) to  deliver  a proxy
statement  and/or  form of proxy to  holders of at least the  percentage  of the
Corporation's outstanding capital stock required to elect the nominee and/or (b)
otherwise to solicit proxies from stockholders in support of such nomination. In
addition,  to be effective,  the stockholder's notice must be accompanied by the
written consent of the proposed  nominee to serve as a director if elected.  The
Corporation may require any proposed  nominee to furnish such other  information
as may  reasonably  be required to determine  the  eligibility  of such proposed
nominee to serve as a director of the Corporation.

     (c) The chairman of any meeting shall, if the facts warrant, determine that
a nomination was not made in accordance  with the provisions of this Section 1.9
(including  whether the stockholder or beneficial owner, if any, on whose behalf
the  nomination is made or solicited (or is part of a group which  solicited) or
did not so solicit, as the case may be, proxies in support of such stockholder's
nominee in compliance with the representations  with respect thereto required by
this Section 1.9), and if the chairman  should so determine,  the chairman shall
so declare to the meeting and the defective nomination shall be disregarded.

     (d) Except as otherwise  required by law, nothing in this Section 1.9 shall
obligate  the  Corporation  or the Board of  Directors  to  include in any proxy
statement  or other  stockholder  communication  distributed  on  behalf  of the
Corporation  or the Board of Directors  information  with respect to any nominee
for director submitted by a stockholder.

     (e)  Notwithstanding  the foregoing  provisions of this Section 1.9, if the
stockholder (or a qualified  representative  of the stockholder) does not appear
at the annual or special meeting of stockholders of the Corporation to present a
nomination,  such nomination shall be disregarded,  notwithstanding that proxies
in respect of such vote may have been received by the Corporation.

     (f) For purposes of this Section 1.9,  "public  disclosure"  shall  include
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

          1.10 Notice of Business at Annual Meetings.
               -------------------------------------

     (a) At any annual meeting of the stockholders,  only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual  meeting,  business must be (i) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors,  (ii) otherwise  properly  brought before the meeting by or at the
direction  of the Board of  Directors,  or (iii)  properly  brought  before  the
meeting by a stockholder.  For business to be properly  brought before an annual
meeting  by a  stockholder,  (i) if such  business  relates to the  election  of
directors of the  Corporation,  the  procedures  in Section 1.9 must be complied
with and (ii) if such business relates

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to any other matter,  the stockholder  must (x) have given timely notice thereof
in writing to the  Secretary  in  accordance  with the  procedures  set forth in
Section  1.10(b) and (y) be a stockholder of record on the date of the giving of
such  notice  and on the  record  date  for the  determination  of  stockholders
entitled to vote at such annual meeting.

     (b) To be timely, a stockholder's notice must be received in writing by the
Secretary at the principal executive offices of the Corporation not less than 90
days nor more than 120 days  prior to the  first  anniversary  of the  preceding
year's annual meeting; provided, however, that in the event that the date of the
annual  meeting  is  advanced  by more than 20 days,  or delayed by more than 60
days,  from the first  anniversary  of the preceding  year's annual  meeting,  a
stockholder's  notice  must be so  received  not  earlier  than the one  hundred
twentieth  day prior to such  annual  meeting  and not  later  than the close of
business on the later of (A) the ninetieth day prior to such annual  meeting and
(B) the tenth day  following  the day on which notice of the date of such annual
meeting was mailed or public  disclosure of the date of such annual  meeting was
made, whichever first occurs.

     The stockholder's notice to the Secretary shall set forth as to each matter
the  stockholder  proposes  to  bring  before  the  annual  meeting  (i) a brief
description of the business desired to be brought before the annual meeting, the
reasons for conducting such business at the annual meeting, the proposed text of
the  stockholder  proposal  and,  in the case of a proposal  to amend any of the
Corporation's   governing  documents   (including,   without   limitation,   the
Corporation's  By -laws  and  Certificate  of  Incorporation),  the text of such
amendment, (ii) the name and address, as they appear on the Corporation's books,
of the  stockholder  proposing  such  business,  and the name and address of the
beneficial  owner, if any, on whose behalf the proposal is made, (iii) the class
and number of shares of stock of the Corporation  which are owned, of record and
beneficially,   by  the  stockholder  and  beneficial  owner,  if  any,  (iv)  a
description of all  arrangements or  understandings  between such stockholder or
such beneficial owner, if any, and any other person or persons  (including their
names) in connection with the proposal of such business by such  stockholder and
any material  interest of the stockholder or such  beneficial  owner, if any, in
such business,  (v) a representation  that such stockholder intends to appear in
person at the annual meeting to bring such business  before the meeting and (vi)
a  representation  whether the  stockholder  or the  beneficial  owner,  if any,
intends or is part of a group  which  intends  (a) to deliver a proxy  statement
and/or form of proxy to holders of at least the percentage of the  Corporation's
outstanding  capital stock required to approve or adopt the proposal  and/or (b)
otherwise to solicit  proxies  from  stockholders  in support of such  proposal.
Notwithstanding  anything in these By-laws to the contrary, no business shall be
conducted at any annual meeting of  stockholders  except in accordance  with the
procedures  set  forth in this  Section  1.10;  provided  that  any  stockholder
proposal  which  complies  with Rule 14a-8 of the proxy rules (or any  successor
provision)  promulgated  under the Securities  Exchange Act of 1934, as amended,
and is to be included in the Corporation's proxy statement for an annual meeting
of stockholders  shall be deemed to comply with the requirements of this Section
1.10.

     (c) The chairman of any meeting shall, if the facts warrant, determine that
business  was not properly  brought  before the meeting in  accordance  with the
provisions of this Section 1.10 (including whether the stockholder or beneficial
owner,  if any, on whose behalf the proposal is made or solicited (or is part of
a group which  solicited) or did not so solicit,  as the case may be, proxies in
support of such stockholder's proposal in compliance with the

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representations  with respect thereto required by this Section 1.10), and if the
chairman  should so determine,  the chairman shall so declare to the meeting and
such business shall not be brought before the meeting.

     (d) In the event a stockholder  provides notice of business to be conducted
at an annual meeting of the  Corporation  in accordance  with this Section 1.10,
such stockholder or such  stockholder's  representative  (who is qualified under
Delaware law to present such proposal on such stockholder's  behalf) must attend
the meeting in person to present such proposal.

     (e) Notwithstanding  the foregoing  provisions of this Section 1.10, if the
stockholder (or a qualified  representative  of the stockholder) does not appear
at the annual or special  meeting of  stockholders of the Corporation to present
business,  such proposed business shall not be transacted,  notwithstanding that
proxies in respect of such vote may have been received by the Corporation.

     (f) For the  purposes  of this  Section  1.10,  "public  disclosure"  shall
include  disclosure in a press  release  reported by the Dow Jones News Service,
Associated Press or comparable  national news service or in a document  publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

     1.11 Conduct of Meetings.
          -------------------

     (a) Chairman of Meeting. Meetings of stockholders shall be presided over by
the  Chairman  of the Board,  if any, or in the  Chairman's  absence by the Vice
Chairman  of the  Board,  if  any,  or in the  Vice  Chairman's  absence  by the
President,  or in the President's absence by a Vice President, or in the absence
of all of the  foregoing  persons  by a  chairman  designated  by the  Board  of
Directors, or in the absence of such designation by a chairman chosen by vote of
the  stockholders  at the meeting.  The Secretary  shall act as secretary of the
meeting,  but in the Secretary's absence the chairman of the meeting may appoint
any person to act as secretary of the meeting.

     (b)  Rules,  Regulations  and  Procedures.  The Board of  Directors  of the
Corporation may adopt by resolution  such rules,  regulations and procedures for
the conduct of any meeting of  stockholders  of the Corporation as it shall deem
appropriate including,  without limitation, such guidelines and procedures as it
may  deem   appropriate   regarding  the   participation   by  means  of  remote
communication  of  stockholders  and  proxyholders  not physically  present at a
meeting.  Except to the extent  inconsistent  with such rules,  regulations  and
procedures as adopted by the Board of Directors,  the chairman of any meeting of
stockholders  shall  have the right  and  authority  to  prescribe  such  rules,
regulations  and  procedures and to do all such acts as, in the judgment of such
chairman,  are  appropriate  for the proper conduct of the meeting.  Such rules,
regulations  or  procedures,  whether  adopted  by the  Board  of  Directors  or
prescribed by the chairman of the meeting, may include, without limitation,  the
following:  (i) the  establishment  of an  agenda or order of  business  for the
meeting;  (ii) rules and procedures for maintaining order at the meeting and the
safety of those present;  (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the Corporation,  their duly authorized
and  constituted  proxies or such other  persons  as shall be  determined;  (iv)
restrictions  on entry to the meeting after the time fixed for the  commencement
thereof; and (v) limitations on the time allotted to

                                      -6-
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questions or comments by  participants.  Unless and to the extent  determined by
the Board of Directors or the chairman of the meeting,  meetings of stockholders
shall not be required to be held in accordance  with the rules of  parliamentary
procedure.

     (c) Closing of Polls.  The  chairman of the meeting  shall  announce at the
meeting  when the polls for each matter to be voted upon at the meeting  will be
opened and closed. If no announcement is made, the polls shall be deemed to have
opened when the meeting is convened and closed upon the final adjournment of the
meeting. After the polls close, no ballots,  proxies or votes or any revocations
or changes thereto may be accepted.

     (d) Inspectors of Election. In advance of any meeting of stockholders,  the
Board of Directors, the Chairman of the Board or the President shall appoint one
or more  inspectors or election to act at the meeting and make a written  report
thereof.  One or more other persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is present,
ready and  willing  to act at a meeting of  stockholders,  the  chairman  of the
meeting  shall  appoint one or more  inspectors  to act at the  meeting.  Unless
otherwise  required by law,  inspectors may be officers,  employees or agents of
the  Corporation.  Each  inspector,  before  entering upon the discharge of such
inspector's duties, shall take and sign an oath faithfully to execute the duties
of  inspector  with  strict  impartiality  and  according  to the  best  of such
inspector's  ability.  The inspector shall have the duties prescribed by law and
shall take  charge of the polls and,  when the vote in  completed,  shall make a
certificate  of the result of the vote  taken and of such other  facts as may be
required by law.

                                   ARTICLE II

                                    DIRECTORS

     2.1 General Powers.  The business and affairs of the  Corporation  shall be
managed by or under the direction of a Board of Directors,  who may exercise all
of the  powers of the  Corporation  except as  otherwise  provided  by law,  the
Certificate of Incorporation or these By-laws.

     2.2 Number, Election and Qualification. The number of directors which shall
constitute the whole Board of Directors shall be determined from time to time by
resolution  of the Board of  Directors,  but in no event shall be less than one.
The directors  shall be elected at the annual  meeting of  stockholders  by such
stockholders  as have the right to vote on such election.  Directors need not be
stockholders of the Corporation.

     2.3 Terms of Office;  Vacancies.  At each annual meeting,  the stockholders
shall elect  directors  each of whom shall hold office for a term of one year or
until his or her  successor  is duly  elected  and  qualified,  subject  to such
director's  earlier  death,  resignation,  disqualification  or removal.  Unless
otherwise provided by law or the Certificate of Incorporation, any newly created
directorship  or any vacancy  occurring in the Board of Directors  for any cause
may be  filled  only by a  majority  of the  remaining  members  of the Board of
Directors,  although such  majority is less than a quorum,  and each director so
elected  shall hold  office  until the  expiration  of the term of office of the
director  whom he has  replaced  or until his or her  successor  is elected  and
qualified.

                                      -7-
<PAGE>


     2.4  Quorum.  A  majority  of the  directors  at any time in  office  shall
constitute a quorum for the  transaction  of business.  If at any meeting of the
Board of  Directors  there  shall be less than such a quorum,  a majority of the
directors  present may adjourn the  meeting  from time to time  without  further
notice other than announcement at the meeting, until a quorum shall be present.

     2.5 Action at Meeting.  Every act or decision done or made by a majority of
the directors  present at a meeting duly held at which a quorum is present shall
be  regarded  as the act of the Board of  Directors  unless a greater  number is
required by law, by the Certificate of Incorporation or by these By-laws.

     2.6 Removal. Unless otherwise provided in the Certificate of Incorporation,
directors  of the  Corporation  may be  removed  with or  without  cause  by the
affirmative  vote of the holders of a majority in voting  power of shares of the
capital  stock of the  Corporation  entitled  to vote in any annual  election of
directors.

     2.7  Resignation.  Any director may resign by delivering a  resignation  in
writing or by electronic transmission to the Corporation at its principal office
or to  the  Chairman  of  the  Board,  the  President  or  the  Secretary.  Such
resignation  shall be  effective  upon  receipt  unless  it is  specified  to be
effective at some later time or upon the happening of some later event.

     2.8 Regular  Meetings.  Regular  meetings of the Board of Directors  may be
held without  notice at such time and place as shall be determined  from time to
time by the Board of  Directors;  provided  that any director who is absent when
such a  determination  is made  shall be given  notice of the  determination.  A
regular meeting of the Board of Directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

     2.9 Special  Meetings.  Special  meetings of the Board of Directors  may be
held at any time and place  designated  in a call by the  Chairman of the Board,
the President, two or more directors, or by one director in the event that there
is only a single director in office.

     2.10 Notice of Special Meetings. Notice of any special meeting of directors
shall be given to each director by the Secretary or by the officer or one of the
directors  calling the meeting.  Notice shall be duly given to each director (i)
by giving notice to such director in person or by telephone at least 24 hours in
advance of the meeting, (ii) by sending a telegram, telecopy or electronic mail,
or delivering  written notice by hand, to such  director's  last known business,
home or electronic mail address at least 48 hours in advance of the meeting,  or
(iii) by sending written notice,  via  first-class  mail or reputable  overnight
courier,  to such  director's  last known  business or home  address at least 72
hours in  advance of the  meeting.  A notice or waiver of notice of a meeting of
the Board of Directors need not specify the purposes of the meeting.

     2.11  Meetings  by  Conference  Communications  Equipment.   Directors  may
participate  in meetings of the Board of Directors or any  committee  thereof by
means of  conference  telephone  or other  communications  equipment by means of
which  all  persons  participating  in the  meeting  can hear  each  other,  and
participation by such means shall constitute presence in person at such meeting.

                                      -8-

<PAGE>


     2.12 Action by Consent. 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 to the action in writing or by electronic transmission,  and the written
consents or electronic  transmissions  are filed with the minutes of proceedings
of the Board or committee.

     2.13  Organization.  Meetings of the Board of  Directors  shall be presided
over by the Chairman of the Board,  if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President,  or in
their absence by a chairman  chosen at the meeting.  The Secretary  shall act as
secretary of the meeting,  but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

     2.14  Committees.  The  Board  of  Directors  may  designate  one  or  more
committees,  each  committee  to consist of one or more of the  directors of the
Corporation.  The Board may designate one or more directors as alternate members
of any  committee,  who may  replace  any absent or  disqualified  member at any
meeting of the committee.  In the absence or disqualification of a member of the
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 place of any such absent or disqualified  member.  Any committee,  to
the extent  provided in the  resolution of the Board of Directors and subject to
the  provisions of law, 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. Each such  committee  shall keep  minutes and make
such reports as the Board of Directors may from time to time request.  Except as
the Board of Directors may otherwise determine, any committee may make rules for
the conduct of its business,  but unless otherwise  provided by the directors or
in such rules, its business shall be conducted as nearly as possible in the same
manner as is provided in these By-laws for the Board of Directors.

     2.15 Compensation of Directors. Directors may be paid such compensation for
their services and such  reimbursement for expenses of attendance at meetings as
the Board of Directors  may from time to time  determine.  No such payment shall
preclude  any  director  from  serving the  Corporation  or any of its parent or
subsidiary  corporations  in any other capacity and receiving  compensation  for
such service.

                                   ARTICLE III

                                    OFFICERS

     3.1 Titles. The officers of the Corporation shall consist of a President, a
Chief Financial Officer,  a Secretary,  a Treasurer and such other officers with
such other titles as the Board of Directors may determine,  including a Chairman
of the Board,  a Vice  Chairman of the Board,  and one or more Vice  Presidents,
Assistant  Treasurers,  and  Assistant  Secretaries.  The Board of Directors may
appoint such other officers as it may deem appropriate.

                                      -9-
<PAGE>

     3.2  Election.  The  President,  Chief  Financial  Officer,  Treasurer  and
Secretary  shall be  elected  annually  by the Board of  Directors  at its first
meeting  following the annual  meeting of  stockholders.  Other  officers may be
appointed by the Board of Directors at such meeting or at any other meeting.

     3.3  Qualification.  No  officer  need  be a  stockholder.  Any two or more
offices may be held by the same person.

     3.4 Tenure.  Except as  otherwise  provided by law, by the  Certificate  of
Incorporation  or by these  By-laws,  each officer  shall hold office until such
officer's  successor  is  elected  and  qualified,  unless a  different  term is
specified in the resolution  electing or appointing such officer,  or until such
officer's earlier death, resignation or removal.

     3.5 Resignation and Removal. Any officer may resign by delivering a written
resignation to the Corporation at its principal office or to the Chief Executive
Officer or the  Secretary.  Such  resignation  shall be  effective  upon receipt
unless it is specified to be effective at some later time or upon the  happening
of some later event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.

     Except as the Board of Directors  may otherwise  determine,  no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period  following  such officer's  resignation  or removal,  or any right to
damages on account of such removal,  whether such officer's  compensation  be by
the month or by the year or  otherwise,  unless such  compensation  is expressly
provided in a duly authorized written agreement with the Corporation.

     3.6 Vacancies. The Board of Directors may fill any vacancy occurring in any
office for any reason and may, in its discretion, leave unfilled for such period
as it may determine any offices other than those of President,  Chief  Financial
Officer,  Treasurer and Secretary. Each such successor shall hold office for the
unexpired  term of such officer's  predecessor  and until a successor is elected
and qualified, or until such officer's earlier death, resignation or removal.

     3.7  Chairman of the Board.  The Board of  Directors  may appoint  from its
members a Chairman of the Board.  If the Board of Directors  appoints a Chairman
of the Board, such Chairman shall perform such duties and possess such powers as
are assigned by the Board of Directors and, if the Chairman of the Board is also
designated as the Corporation's  Chief Executive Officer,  shall have the powers
and duties of the Chief  Executive  Officer  prescribed  in Section 3.8 of these
By-laws.  Unless otherwise  provided by the Board of Directors,  the Chairman of
the  Board  shall  preside  at  all  meetings  of the  Board  of  Directors  and
stockholders.

     3.8 President;  Chief Executive Officer.  Unless the Board of Directors has
designated  the  Chairman  of the Board or another  person as the  Corporation's
Chief Executive  Officer,  the President shall be the Chief Executive Officer of
the  Corporation.  The Chief  Executive  Officer  shall have general  charge and
supervision of the business of the  Corporation  subject to the direction of the
Board of Directors. The President shall perform such other duties and shall have
such other powers as the Board of Directors and the Chief Executive  Officer (if
the  Chairman of the Board or another  person is serving in such  position)  may
from time to time prescribe.

                                      -10-
<PAGE>


     3.9 Vice  Presidents.  Any Vice  President  shall  perform  such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe.  In the event of the absence,  inability or refusal
to act of the Chief  Executive  Officer,  the President (if the President is not
the Chief Executive Officer),  and then the Vice President (or if there shall be
more than one,  the Vice  Presidents  in the  order  determined  by the Board of
Directors),  shall perform the duties of the Chief Executive Officer and when so
performing  shall have all the powers of and be subject to all the  restrictions
upon the Chief Executive Officer.  The Board of Directors may assign to any Vice
President the title of Executive  Vice  President,  Senior Vice President or any
other title selected by the Board of Directors.

     3.10 Chief Financial  Officer.  The Chief Financial  Officer shall keep, or
cause to be kept, the books and records of account of the Corporation. The Chief
Financial  Officer shall deposit all monies and other  valuables in the name and
to the credit of the  Corporation  with such  depositories  as may be designated
from  time to time by  resolution  of the  Board of  Directors.  He or she shall
disburse  the  funds  of the  Corporation  as may be  ordered  by the  Board  of
Directors,  shall render to the President  and the Board,  whenever they request
it, an account of all of his or her transactions as Chief Financial  Officer and
of the financial condition of the Corporation,  and shall have such other powers
and  perform  such other  duties as may be  prescribed  from time to time by the
Board or as the Chief Financial Officer may from time to time delegate.

     3.11 Secretary and Assistant Secretaries.  The Secretary shall perform such
duties  and shall  have  such  powers  as the  Board of  Directors  or the Chief
Executive  Officer may from time to time prescribe.  In addition,  the Secretary
shall  perform such duties and have such powers as are incident to the office of
the secretary,  including without  limitation the duty and power to give notices
of all meetings of stockholders  and special meetings of the Board of Directors,
to attend all meetings of  stockholders  and the Board of  Directors  and keep a
record of the  proceedings,  to  maintain a stock  ledger and  prepare  lists of
stockholders  and their  addresses  as  required,  to be  custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

     Any Assistant  Secretary  shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary,  the Assistant  Secretary (or if there shall be more than one,
the  Assistant  Secretaries  in the order  determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

     In the absence of the Secretary or any  Assistant  Secretary at any meeting
of  stockholders  or directors,  the chairman of the meeting  shall  designate a
temporary secretary to keep a record of the meeting.

     3.12 Treasurer and Assistant  Treasurers.  The Treasurer shall perform such
duties and shall have such  powers as may from time to time be  assigned  by the
Board of Directors or the Chief Executive Officer.

     The Assistant  Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Treasurer,  the Assistant  Treasurer (or if

                                      -11-
<PAGE>


there shall be more than one, the Assistant  Treasurers in the order  determined
by the Board of  Directors)  shall perform the duties and exercise the powers of
the Treasurer.

     3.13  Salaries.  Officers  of the  Corporation  shall be  entitled  to such
salaries,  compensation or  reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                                   ARTICLE IV

                                  CAPITAL STOCK

     4.1  Issuance of Stock.  Unless  otherwise  voted by the  stockholders  and
subject to the provisions of the Certificate of Incorporation,  the whole or any
part of any unissued balance of the authorized  capital stock of the Corporation
or the whole or any part of any shares of the  authorized  capital  stock of the
Corporation held in the Corporation's  treasury may be issued, sold, transferred
or otherwise  disposed of by vote of the Board of Directors in such manner,  for
such  lawful  consideration  and on such  terms as the  Board of  Directors  may
determine.

     4.2 Certificates of Stock.  Every holder of stock of the Corporation  shall
be entitled to have a certificate,  in such form as may be prescribed by law and
by the Board of  Directors,  certifying  the number and class of shares owned by
such holder in the Corporation.  Each such certificate shall be signed by, or in
the name of the  Corporation  by, the Chairman or Vice Chairman,  if any, of the
Board of Directors,  or the President or a Vice President,  and the Treasurer or
an  Assistant  Treasurer,  or the  Secretary  or an  Assistant  Secretary of the
Corporation. Any or all of the signatures on the certificate may be a facsimile.

     Each  certificate  for shares of stock which are subject to any restriction
on  transfer  pursuant  to the  Certificate  of  Incorporation,  these  By-laws,
applicable  securities laws or any agreement among any number of stockholders or
among such holders and the  Corporation  shall have  conspicuously  noted on the
face or back of the  certificate  either the full text of the  restriction  or a
statement of the existence of such restriction.

     There  shall  be  set  forth  on the  face  or  back  of  each  certificate
representing  shares  of such  class or  series  of stock of the  Corporation  a
statement that the Corporation  will furnish without charge to each  stockholder
who so requests a copy of the full text of 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.

     4.3 Transfers.  Except as otherwise  established  by rules and  regulations
adopted by the Board of  Directors,  and subject to  applicable  law,  shares of
stock may be transferred on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the  certificate  representing  such shares
properly  endorsed or accompanied  by a written  assignment or power of attorney
properly  executed,  and with such proof of  authority  or the  authenticity  of
signature as the  Corporation  or its  transfer  agent may  reasonably  require.
Except as may be otherwise  required by law, by the Certificate of Incorporation
or by these  By-laws,  the  Corporation  shall be  entitled  to treat the record
holder  of  stock  as shown on its  books  as the  owner of such  stock  for all
purposes, including the payment of dividends and the right to vote

                                      -12-
<PAGE>


with  respect  to such  stock,  regardless  of any  transfer,  pledge  or  other
disposition of such stock until the shares have been transferred on the books of
the Corporation in accordance with the requirements of these By-laws.

     4.4 Lost, Stolen or Destroyed Certificates. The Corporation may issue a new
certificate of stock in place of any previously  issued  certificate  alleged to
have been lost,  stolen,  or  destroyed,  upon such terms and  conditions as the
Board of Directors  may  prescribe,  including  the  presentation  of reasonable
evidence of such loss,  theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the  Corporation or any
transfer agent or registrar.

     4.5 Fractional  Shares.  The Corporation may, but shall not be required to,
issue certificates for fractions of a share where necessary to effect authorized
transactions,  or the  Corporation may arrange for the disposition of fractional
interests by those  entitled  thereto or pay in cash the fair value of fractions
of a share as of the time when those  entitled  to receive  such  fractions  are
determined,  or it may issue scrip in  registered or bearer form over the manual
or  facsimile  signature  of an  officer  of the  Corporation  or of its  agent,
exchangeable  as therein  provided  for full  shares,  but such scrip  shall not
entitle the holder to any rights of a stockholder except as therein provided.

     4.6  Record  Date.  The Board of  Directors  may fix in advance a date as a
record date for the  determination of the stockholders  entitled to notice of or
to vote at any meeting of  stockholders,  or entitled to receive  payment of any
dividend  or other  distribution  or  allotment  of any rights in respect of any
change,  conversion or exchange of stock, or for the purpose of any other lawful
action.  Such record date shall not be more than 60 nor less than 10 days before
the date of such  meeting,  nor more than 60 days  prior to any other  action to
which such record date relates.

     If no record date is fixed,  the record date for  determining  stockholders
entitled  to notice of or to vote at a meeting of  stockholders  shall be at the
close of  business  on the day before the day on which  notice is given,  or, if
notice is waived,  at the close of  business  on the day before the day on which
the meeting is held. If no record date is fixed, the record date for determining
stockholders  for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating to such purpose.

     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.

                                    ARTICLE V

                                 INDEMNIFICATION

     5.1 Right to Indemnification.  The Corporation shall, to the fullest extent
permitted  by  Section  145 of the  General  Corporation  Law  of the  State  of
Delaware,  as amended from time to time,  indemnify  each 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,

                                      -13-
<PAGE>

administrative or investigative, by reason of the fact that he or she is or was,
or has agreed to become, a director or officer of the  Corporation,  or, while a
director  or officer of the  Corporation,  is or was  serving,  or has agreed to
serve, at the request of the Corporation,  as a director, officer or trustee of,
or in a similar capacity with, another corporation,  partnership, joint venture,
trust or other  enterprise  (including  any  employee  benefit  plan)  (all such
persons  being  referred to hereafter as an  "Indemnitee"),  or by reason of any
action  alleged  to have been taken or omitted  in such  capacity,  against  all
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably incurred by or on behalf of an Indemnitee in
connection with such action, suit or proceeding and any appeal therefrom.

     5.2 Notification; Assumption of Defense. As a condition precedent to his or
her right to be  indemnified,  the  Indemnitee  must notify the  Corporation  in
writing as soon as practicable of any action, suit,  proceeding or investigation
involving  him or her for which  indemnity  will or could be  sought;  provided,
however,  that the  failure to give such prompt  notice  shall not result in the
waiver or loss of any rights  hereunder by  Indemnitee  unless,  and only to the
extent that,  the  Corporation  is actually  prejudiced  by such  failure.  With
respect  to  any  action,  suit,   proceeding  or  investigation  of  which  the
Corporation  is so notified,  the  Corporation  will be entitled to  participate
therein  at its own  expense  and/or to assume  the  defense  thereof at its own
expense,   with  legal  counsel   reasonably   acceptable  to  the   Indemnitee.
Notwithstanding the foregoing,  in any action, suit, proceeding or investigation
in which both the Corporation,  on the one hand, and an Indemnitee, on the other
hand, are, or are reasonably  likely to become,  a party,  such Indemnitee shall
have the right to employ separate counsel and to control its own defense of such
action,  suit,  proceeding or  investigation  if, in the  reasonable  opinion of
counsel to such Indemnitee, either (a) one or more defenses are available to the
Indemnitee  that are not  available  to the  Corporation  or (b) a  conflict  or
potential  conflict  exists between the  Corporation,  on the one hand, and such
Indemnitee,  on the other  hand,  that would make such  separate  representation
advisable.

     5.3  Prepayment  of Expenses.  In the event that the  Corporation  does not
assume the defense of any action, suit, proceeding or investigation of which the
Corporation  receives notice under this Article,  the  Corporation  shall pay in
advance  of the  final  disposition  of  such  matter  any  expenses  (including
attorneys'  fees)  incurred by an  Indemnitee  in  defending a civil or criminal
action,  suit,  proceeding or investigation or any appeal  therefrom;  provided,
however,  that the payment of such expenses incurred by an Indemnitee in advance
of the final  disposition  of such matter  shall be made only upon receipt of an
undertaking  by or on behalf of the  Indemnitee to repay all amounts so advanced
in the event that it shall  ultimately be determined  that the Indemnitee is not
entitled to be  indemnified  by the  Corporation  as authorized in this Article,
which  undertaking  shall be accepted without reference to the financial ability
of the Indemnitee to make such repayment.

     5.4 Indemnitee Initiation; Other Indemnification. The Corporation shall not
indemnify an Indemnitee seeking  indemnification in connection with a proceeding
(or part thereof) initiated by such Indemnitee unless the initiation thereof was
approved  by the  Board  of  Directors  of the  Corporation.  In  addition,  the
Corporation  shall not indemnify an Indemnitee to the extent such  Indemnitee is
reimbursed  from the  proceeds of  insurance,  and in the event the  Corporation
makes any  indemnification  payments to an  Indemnitee  and such  Indemnitee  is
subsequently  reimbursed from the proceeds of insurance,  such Indemnitee  shall
promptly refund

                                      -14-
<PAGE>

such indemnification payments to the Corporation to the extent of such insurance
reimbursement.  Notwithstanding the foregoing, if a claim for indemnification or
advancement  of expenses  under this Article V is not paid in full within thirty
days after a written claim  therefor by the  Indemnitee has been received by the
Corporation,  the  Indemnitee may file suit to recover the unpaid amount of such
claim and, if successful  in whole or in part,  shall be entitled to be paid the
expense of prosecuting such claim. In any such action the Corporation shall have
the burden of proving  that the  Indemnitee  is not  entitled  to the  requested
indemnification or advancement of expenses under applicable law.

     5.5 Entitlement to Indemnification.  All determinations hereunder as to the
entitlement of an Indemnitee to indemnification or advancement of expenses shall
be  made  in each  instance  by (a) a  majority  vote  of the  directors  of the
Corporation  consisting  of  persons  who are not at that  time  parties  to the
action, suit or proceeding in question ("disinterested  directors"),  whether or
not a quorum,  (b) a committee of such directors  designated by majority vote of
such directors,  even though less than a quorum, (c) a majority vote of a quorum
of the  outstanding  shares  of  stock  of all  classes  entitled  to  vote  for
directors,  voting as a single class, which quorum shall consist of stockholders
who are not at that time parties to the action,  suit or proceeding in question,
(d)  independent  legal  counsel  (who may, to the extent  permitted  by law, be
regular  legal  counsel  to  the  Corporation),  or  (e) a  court  of  competent
jurisdiction.

     5.6 Non-Exclusivity of Rights. The indemnification  rights provided in this
Article  (i)  shall  not be deemed  exclusive  of any  other  rights to which an
Indemnitee may be entitled under any law,  agreement or vote of  stockholders or
disinterested directors or otherwise, and (ii) shall inure to the benefit of the
heirs, executors and administrators of the Indemnitees.  The Corporation may, to
the  extent  authorized  from  time to time by its  Board  of  Directors,  grant
indemnification  rights to other employees or agents of the Corporation or other
persons serving the Corporation and such rights may be equivalent to, or greater
or less than, those set forth in this Article.

     5.7  Amendment  or Repeal.  Any  repeal or  modification  of the  foregoing
provisions of this Article  shall not  adversely  affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
time of such repeal or modification.

                                   ARTICLE VI

                               GENERAL PROVISIONS

     6.1 Fiscal Year.  Except as from time to time  otherwise  designated by the
Board of Directors,  the fiscal year of the Corporation shall begin on the first
day of January of each year and end on the last day of December in each year.

     6.2 Corporate  Seal.  The corporate  seal shall be in such form as shall be
approved by the Board of Directors.

     6.3 Waiver of Notice.  Whenever  notice is  required to be given by law, by
the Certificate of Incorporation or by these By-laws, a written waiver signed by
the person  entitled to notice,  or a waiver by electronic  transmission  by the
person entitled to notice, whether before, at

                                      -15-
<PAGE>

or after the time stated in such notice,  shall be deemed  equivalent to notice.
Attendance of a person at a meeting shall  constitute a waiver of notice of such
meeting,  except when the person  attends a meeting  for the express  purpose of
objecting at the beginning of the meeting,  to the  transaction  of any business
because the meeting is not lawfully called or convened.

     6.4 Contracts.  The Board of Directors may authorize any person or persons,
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.

     6.5 Proxies;  Powers of Attorney;  Other  Instruments.  The  Chairman,  the
President or any other person  designated by either of them shall have the power
and  authority  to execute and  deliver  proxies,  powers of attorney  and other
instruments  on behalf of the  Corporation  in  connection  with the  rights and
powers  incident  to  the  ownership  of  stock  or  other   securities  by  the
Corporation. The Chairman, the President or any other person authorized by proxy
or power of attorney  executed and  delivered by either of them on behalf of the
Corporation   may  attend  and  vote  at  any   meeting   of   stockholders   or
securityholders  of any entity in which the  Corporation may hold stock or other
securities,  and may  exercise on behalf of the  Corporation  any and all of the
rights and powers incident to the ownership of such stock or other securities at
any such  meeting  or in  connection  with any  action by  consent  in lieu of a
meeting thereof,  or otherwise as specified in the proxy or power of attorney so
authorizing  any such person.  The Board of  Directors,  from time to time,  may
confer like powers upon any other person.

     6.6  Financial  Reports.  The Board of  Directors  may  appoint the primary
financial  officer or other  fiscal  officer  and/or the  Secretary or any other
officer to cause to be prepared and furnished to stockholders  entitled  thereto
any special  financial  notice and/or financial  statement,  as the case may be,
which may be required by any provision of law.

     6.7 Evidence of Authority. A certificate by the Secretary,  or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the stockholders,
directors,  a committee  or any officer or  representative  of the  Corporation,
shall as to all persons who rely on the  certificate in good faith be conclusive
evidence of such action.

     6.8  Certificate of  Incorporation.  All references in these By-laws to the
Certificate  of  Incorporation  shall be deemed to refer to the  Certificate  of
Incorporation of the Corporation, as amended and in effect from time to time.

     6.9  Transactions  with  Interested  Parties.  No contract  or  transaction
between the Corporation and one or more of the directors or officers, or between
the Corporation and any other corporation,  partnership,  association,  or other
organization  in which one or more of the directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates  in the meeting of the Board of  Directors  or a  committee  of the
Board of Directors at which the contract or  transaction is authorized or solely
because any such director's or officer's votes are counted for such purpose, if:

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<PAGE>


     (a) The material  facts as to the director's or officer's  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
Board of  Directors or the  committee,  and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested  directors,  even though the  disinterested  directors be less
than a quorum;

     (b) The material  facts as to the director's or officer's  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
stockholders  entitled  to vote  thereon,  and the  contract or  transaction  is
specifically approved in good faith by vote of the stockholders; or

     (c) The contract or  transaction  is fair as to the  Corporation  as of the
time it is  authorized,  approved  or  ratified,  by the Board of  Directors,  a
committee of the Board of Directors, or the stockholders.

         Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     6.10 Location and Form of Records. The books and records of the Corporation
may be kept at such place or places  within or outside  the State of Delaware as
the Board of Directors  or the  respective  officers in charge  thereof may from
time to time determine. Any records maintained by the Corporation in the regular
course of its business, including its stock ledger, books of account, and minute
books,  may be kept on, or by means of,  or be in the form of,  any  information
storage  device or method,  provided  that the records so kept can be  converted
into clearly legible paper form within a reasonable time.

6.11 Severability. Any determination that any provision of these By-laws is for
any reason inapplicable, illegal or ineffective shall not affect or invalidate
any other provision of these By-laws.

     6.12 Pronouns.  All pronouns used in these By-laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

                                  ARTICLE VII

                                   AMENDMENTS

     These By-laws may be altered,  amended or repealed, in whole or in part, or
new By-laws may be adopted by the Board of Directors or by the  stockholders  as
provided in the Certificate of Incorporation.

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