AMENDED AND RESTATED
               BYLAWS FOR THE REGULATION, EXCEPT AS
               OTHERWISE PROVIDED BY STATUTE OR ITS
                 CERTIFICATE OF INCORPORATION, OF
                      MICROPOINT CORPORATION
                      a Delaware corporation

                            ARTICLE I

                             OFFICES
                                   --------

Section 1.   Principal Executive Office.  The principal executive office of
the corporation shall be located as directed by the board of directors.

Section 2.   Other Offices.  Other business offices may at any time be
established by the board of directors at any place or places by them or where
the corporation is qualified to do business.

                            ARTICLE II

                     MEETINGS OF STOCKHOLDERS
                     ------------------------
     
Section 1.    Place of Meetings.  All meetings of stockholders shall be held
at the principal executive office of the corporation, or at any other place
within or without the State of Delaware which may be designated either by the
board of directors or by the written consent of all persons entitled to vote
there at and not present at the meeting, given either before or after the
meeting and filed with the secretary of the corporation.

Section 2.    Annual Meetings.  The annual meetings of stockholders shall be
fixed by the board of directors. At such meetings directors shall be elected,
reports of the affairs of the corporation shall be considered, and any other
business may be transacted which is within the powers of the stockholders.

Section 3.    Special Meetings.  Special meetings of the stockholders, for the
purpose of taking any action permitted by the stockholders under the Delaware
General Corporation Law and the certificate of incorporation of the
corporation, may be called at any time by the chairman of the board or the
president, or by the board of directors, or by one or more holders of shares
entitled to cast in the aggregate not less than twenty percent (20%) of the
votes at the meeting. Upon request in writing that a special meeting of

<PAGE>

stockholders be called for any proper purpose, directed to the chairman of the
board, president, vice president or secretary by any person (other than the
board of directors) entitled to call a special meeting of stockholders, the
officer forthwith shall cause notice to be given to stockholders entitled to
vote that a meeting will be held at a time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60)
days after receipt of the request.

Section 4.    Notice of Annual or Special Meeting.  Written notice of each
annual or special meeting of stockholders shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote there at. Such written notice shall be given
either personally or by mail or other means of written communication, charges
prepaid, addressed to such stockholder at his address appearing on the books
of the corporation or given by him to the corporation for the purpose of
notice. If any notice or report addressed to the stockholder at the address of
such stockholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service as unable to deliver the
notice or report to the stockholder at such address, all future notices or
reports shall be deemed to have been duly given without further mailing if the
same shall be available for the stockholder upon written demand of the
stockholder at the principal executive office of the corporation for a period
of one (1) year from the date of the giving of the notice or report to all
other stockholders. If a stockholder gives no address, notice shall be deemed
to have been given him if sent by mail or other means of written communication
addressed to the place where the principal executive office of the corporation
is situated, or if published at least once in some newspaper of general
circulation in the county in which said principal executive office is located.
     
     Any such notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by other means of
written communication. An affidavit of mailing of any such notice in
accordance with the foregoing provisions, executed by the secretary, assistant
secretary or any transfer agent of the corporation, shall be prima facie
evidence of the giving of the notice.

     Section 5.    Quorum.  The presence in person or by proxy of the holders
of a majority of the shares entitled to vote at any meeting shall constitute a
quorum for the transaction of business at any meeting of stockholders. The
stockholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the
shares required to constitute a quorum.

<PAGE>

     Section 6.    Adjourned Meeting and Notice Thereof.  Any stockholders'
meeting, annual or special, whether or not a quorum is present, may be
adjourned from time to time by the vote of a majority of the shares, the
holders of which are either present in person or represented by proxy there
at, but in the absence of a quorum at the commencement of the meeting, no
other business may be transacted at such meeting.

     When any stockholders' meeting, either annual or special, is adjourned
for thirty (30) days or more, or if after adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting shall be
given as in the case of an original meeting. Except as provided above, it
shall not be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted there at, other than by
announcement of the time and place thereof at the meeting at which such
adjournment is taken.

     Section 7.    Voting.  The stockholders entitled to vote at any meeting
of stockholders shall be determined in accordance with the Delaware General
Corporation Law (relating to voting of shares held by a fiduciary, in the name
of a corporation, or in joint ownership). The stockholders may vote by voice
vote or by ballot; provided, however, that all elections for director shall be
by ballot. If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on any matter shall be
the act of the stockholders, unless the vote of a greater number of voting by
classes is required by the Delaware General Corporation Law or the certificate
of incorporation.

     Section 8.    Validation of Defectively Called or Noticed Meeting.  The
transactions of any meeting of stockholders, either annual or special, however
called and noticed, shall be as valid as though had at a meeting duly held
after regular call and notice, if a quorum be present either in person or by
proxy, and if, either before or after the meeting, each of the persons
entitled to vote, not present in person or by proxy, or who, though present,
has, at the beginning of the meeting, properly objected to the transaction of
any business because the meeting was not lawfully called or convened, or to
particular matters of business legally required to be included in the notice,
but not so included, signs a written waiver of notice, or a consent to the
holding of such meeting, or an approval of the minutes thereof All such
waivers, consents or approvals shall be filed with the corporate records or
made a part of the minutes of the meeting. Neither the business to be
transacted at nor the purpose of any regular or special meeting of
stockholders need be specified in any written waiver of notice or consent, the
waiver of notice or consent shall state the general nature of the proposal.

<PAGE>

     Section 9.    Action Without Meeting. No action required to be taken or
which may be taken at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting, and the power of stockholders to
consent in writing, without a meeting, to the taking of any action is
specifically denied.
     
     Section 10.   Proxies.  Every person entitled to vote or execute consents
shall have the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or his duly authorized
agent and filed with the secretary of the corporation. Subject to the Delaware
General Corporation Law in the case of any proxy which states that it is
irrevocable, any proxy duly executed shall continue in full force and effect
until (i) an instrument revoking it or a duly executed proxy bearing a later
date is filed with the secretary of the corporation prior to the vote pursuant
thereto, (ii) the person executing the proxy attends the meeting and votes in
person, or (iii) written notice of the death or incapacity of the maker of
such proxy is received by the corporation before the vote pursuant thereto is
counted; provided that no such proxy shall be valid after the expiration of
three (3) years from the date of its execution, unless otherwise provided for
in the proxy. The dates contained on the forms of proxy shall presumptively
determine the order of execution of the proxies, regardless of the postmark-
dates on the envelopes in which they are mailed.

     Without limiting the manner in which a stockholder may authorize another
person or persons to act for him as proxy, the following shall constitute a
valid means by which a stockholder may grant such authority.

     (a)  A stockholder may execute a writing authorizing another person or
persons to act for him as proxy. Execution may be accomplished by the
stockholder or his authorized officer, director, employee or agent signing
such writing or causing his or her signature to be affixed to such writing by
any reasonable means including, but not limited to, by facsimile signature.
     
     (b)  A stockholder may authorize another person or persons to act for him
as proxy by transmitting or authorizing the transmission of a telegram,
cablegram, or other means of electronic transmission to the person who will be
the holder of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the
holder of the proxy to receive such transmission, provided that any such
telegram, cablegram or other means of electronic transmission must either set
forth or be submitted with information from which it can be determined that
the telegram, cablegram or other electronic transmission was authorized by the
stockholder. If it is determined that such telegrams, cablegrams or 

<PAGE>

other electronic transmissions are valid, the inspectors or, if there are no
inspectors, such other persons making that determination shall specify the
information upon which they relied.
     
     (C)  Any copy, facsimile telecommunication or other reliable reproduction
of the writing or transmission described in Paragraphs (a) or (b) may be
substituted or used in lieu of the original writing or transmission for any
and all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or
transmission.
     
     Section 11.  Inspectors of Election.  In advance of any meeting of
stockholders, the board of directors may appoint any person or persons other
than nominees for office as inspectors of election to act at such meeting or
any adjournment thereof. If inspectors of election be not so appointed, the
chairman of any such meeting may, and on the request of any stockholder or his
proxy shall, make such appointment at the meeting. The number of inspectors
shall be either one (1) or three (3). If appointed at a meeting on the request
of one or more stockholders or proxies, the majority of shares represented in
person or by proxy shall determine whether one (1) or three (3) inspectors are
to be appointed. In case any person appointed as inspector fails to appear or
fails or refuses to act, the vacancy may, and on the request of any
stockholder or a stockholder's proxy shall, be filled by appointment by the
board of directors in advance of the meeting, or at the meeting by the
chairman of the meeting.

     The duties of such inspectors shall be as prescribed by the Delaware
General Corporation Law and shall include: determining the number of shares
outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the authenticity, validity and effect of
proxies; receiving votes, ballots or consents; hearing and determining all
challenges and questions in any way arising in connection with the right to
vote; counting and tabulating all votes or consents; determining when the
polls shall close; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all stockholders.

     The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three (3) inspectors of election, the decision, act or
certificate of a majority is effective in all respects as the decision, act or
certificate of all. Any report or certificate made by the inspectors of
election is prima facie evidence of the facts stated therein.

<PAGE>

     Section 12.  Record Date for Stockholder Notice, Voting and Giving
Consents. For purposes of determining the stockholders entitled to notice of
any meeting or to vote, the board of directors may fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten (10) days
before the meeting, and in this event only stockholders of record on the date
so fixed are entitled to notice and to vote or to give consents, as the case
may be, notwithstanding any transfer or any shares on the books of the
corporation after the record date, except as otherwise provided in the
Delaware General Corporation Law.
     
     If the Board of Directors does not so fix a record date 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 business day next
preceding the day on which notice is given, or if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held.
     
     Section 13.  Notice of Stockholder Action. At an 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 (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of directors,
(b) otherwise properly brought before the meeting by or at the direction of
the Board of Directors, or (c) otherwise properly brought before the meeting
by a stockholder. For business to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation, not less than 50 days nor more than 80 days prior
to the meeting; provided, however, that in the event that less than 60 days'
notice or prior public disclosure of the date of the meeting is given or made
to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the 10th day following the day on
which such notice of the date of the annual meeting was mailed or such public
disclosure was made. A stockholder's notice to the Secretary shall set forth
as to each matter the stockholder proposes to bring before the annual meeting
(a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting; (b) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business; (c) the class and number of shares
of the Corporation which are beneficially owned by the stockholder; and (d)
any material interest of the stockholder in such business. Notwithstanding
anything in the Bylaws to the contrary, no business shall be conducted at any
annual meeting except in accordance with the procedures set forth in this
Section 13. The Chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought

<PAGE>

before the meeting and in accordance with the provisions of this Section 13,
and if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
     
                           ARTICLE III

                            DIRECTORS
                            ---------

     Section 1.  Powers.  Subject to the provisions of the Delaware General
Corporation Law, and to any limitations in the certificate of incorporation
and these bylaws, relating to action required to be approved by the
stockholders or approved by the outstanding shares, all corporate powers shall
be exercised by or under the authority of, and the business and affairs of the
corporation shall be managed by, the board of directors. Without prejudice to
such general powers, but subject to the same limitations, it is hereby
expressly declared that the board of directors shall have the following
powers, to wit:

     (a)  To select and remove all the officers, agents and employees of the
corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the certificate of incorporation or with these
bylaws, fix their compensation and require from them security for faithful
service.
     
     (b)  To conduct, manage and control the affairs and business of the
corporation, and to make such rules and regulations therefor not inconsistent
with law, or with the certificate of incorporation or with these bylaws, as
they may deem best.
     
     (C)  To change the principal executive office and principal office for
the transaction of the corporation from one location to another; to fix and
locate from time to time one or more subsidiary offices of the corporation
within or without the State of Delaware; to designate any place within or
without the State of Delaware for the holding of any stockholders' meeting or
meetings; and to adopt, make and use a corporate seal, and to prescribe the
forms of certificates of stock, and to alter the form of such seal and of such
certificates from time to time, as in their judgment they may deem best,
provided such seal and such certificates shall at all times comply with the
provisions of law.
     
     (d)  To authorize the issuance of shares of stock of the corporation from
time to time, upon such terms as may be lawful.

<PAGE>

     (e)  To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecation's or other evidences of debt and securities
therefor.
     
     Section 2.  Number and Qualification of Directors.  The authorized number
of directors shall be no less than one, and shall be such maximum number of
persons as may be determined from time to time by resolutions of the board of
directors.

     Section 3.  Election and Term of Office. The directors shall be divided
into three classes. Each such class shall consist, as nearly as may be
possible, of one-third of the total number of directors, and any remaining
directors shall be included within such group or groups as the board of
directors shall designate. A class of directors shall be elected for a one-
year term, a class of directors for a two-year term and a class of directors
for a three-year term. At each succeeding annual meeting of stockholders,
successors to the class of directors whose term expires at that annual meeting
shall be elected for a three-year term. If the number of directors is changed,
any increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal an possible,
but in no case shall a decrease in the number of directors shorten the term or
any incumbent director. A director may be removed from office for cause only
and subject to such removal, death, resignation, retirement or
disqualification, shall hold office until the annual meeting for the year in
which his term expires and until his successor shall be elected and qualified. 
     
     To the extent that any holders of any class or series of stock other than
Common Stock issued by the corporation shall have the separate right, voting
as a class or series, to elect directors, the directors elected by such class
or series shall be deemed to constitute an additional class of directors and
shall have a term of office for one year or such other period as may be
designated by the provisions of such class or series providing such separate
voting right to the holders of such class or series of stock, and any such
class of directors shall be in addition to the classes designated above. Any
such directors so elected shall be subject to removal in such manner as may be
provided by law.
     
     Section 4.  Vacancies.  A vacancy in the board of directors shall be
deemed to exist in case of the death, resignation or removal of any director,
or if the board of directors by resolution declares vacant the office of a
director who has been declared of unsound mind by order of court or convicted
of a felony, or if the authorized number of directors be increased, or if the
stockholders fail, at any annual or special meeting of stockholders at which
any director or directors are elected, to elect the full authorized number of
directors to be voted for at that meeting.
     
<PAGE>

Vacancies in the board of directors, except for a vacancy created by the
removal of a director, may be filled by a majority of the remaining directors,
though less than a quorum, or by a sole remaining director, and each director
so elected shall hold office until his successor is elected at an annual or a
special meeting of the stockholders. A vacancy in the board of directors
created by the removal of a director may only be filled by the vote of a
majority of the shares entitled to vote represented at a duly held meeting at
which a quorum is present, or by the written consent of the holders of a
majority of the outstanding shares entitled to vote.

     The stockholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors. Any such election by
written consent shall require the consent of holders of a majority of the
outstanding shares entitled to vote.

     Any director may resign effective upon giving written notice to the
chairman of the board, the chief executive officer, the president, the
secretary or the board of directors of the corporation, unless the notice
specifies a later time for the effectiveness of such resignation. If the board
of directors accepts the resignation of a director tendered to take effect at
a future time, the board of directors or the stockholders shall have power to
elect a successor or take office when the resignation is to become effective.

     No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of his term of office.

     Section 5.  Place of Meeting.  Regular meetings of the board of directors
shall be held at any place within or without the State of Delaware which has
been designated from time to time by resolution by the board or by written
consent of all members of the board of directors. In the absence of such
designation, regular meetings shall be held at the principal executive office
of the corporation. Special meetings of the board may be held either at a
place so designated or at the principal executive office.

     Section 6.  Annual Meeting.  Immediately following each annual meeting of
stockholders, the board of directors shall hold a regular meeting at the place
of said annual meeting or at such other place as shall be fixed by the board
of directors, for the purpose of organization, election of officers, and the
transaction of other business. Call and notice of such meetings are hereby
dispensed with.

     Section 7.  Other Regular Meetings.  Other regular meetings of the board
of directors shall be held without call on the date and at the time which the
board of directors may from time to time designate; provided, however, that
should the day so designated fall upon a Saturday, Sunday or legal holiday
observed by the corporation at its principal executive office, then said
meeting shall be held at the same time on the next day thereafter

<PAGE>

ensuing which is a full business day. Notice of all such regular meetings of
the board of directors is hereby dispensed with.

     Section 8.   Special Meetings.  Special meetings of the board of
directors for any purpose or purposes shall be called at any time by the
chairman of the board, the president, any vice president, the secretary or by
any director.

     Special meetings of the board of directors shall be held upon four (4)
days' written notice or forty-eight (48) hours' notice given personally or by
telephone, telegraph, telex or other similar means of communication. Any such
notice shall be addressed or delivered to each director at such director's
address as it is shown upon the records of the corporation or as may have been
given to the corporation by the director for purposes of notice or, if such
address is not shown on such records or is not readily ascertainable, at the
place in which the meetings of the directors are regularly held.

     Notice by mail shall be deemed to have been given at the time a written
notice is deposited in the United States mail, postage prepaid. Any other
written notice shall be deemed to have been given at the time it is personally
delivered to the recipient or is delivered to a common carrier for
transmission, or actually transmitted by the person giving the notice by
electronic means, to the recipient. Oral notice shall be deemed to have been
given at the time it is communicated to the recipient or to a person at the
office of the recipient who the person giving the notice has reason to believe
will promptly communicate it to the recipient.

     Any notice shall state the date, place and hour of the meeting. Notice
given to a director in accordance with this section shall constitute due,
legal and personal notice to such director.

     Section 9.    Action at a Meeting: Quorum and Required Vote.  The
presence of a majority of the authorized number of directors at a meeting of
the board of directors constitutes a quorum for the transaction of business,
except as hereinafter provided. 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, or the same number, after disqualifying one or more directors
from voting, is required by law, by the certificate of incorporation or by
these bylaws. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, provided that
any action taken is approved by at least a majority of the required quorum for
such meeting.

     Section 10.   Validation of Defectively Called or Noticed Meetings.  The
transactions of any meeting of the board of directors, however called and

<PAGE>

noticed or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum is present and if, either
before or after the meeting, each of the directors not present or who, though
present, has prior to the meeting or at its commencement, protested the lack
of proper notice to him, signs a written waiver of notice or a consent to
holding such meeting or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes or the meeting.

     Section 11.    Adjournment.  A majority of the directors present, whether
or no constituting a quorum, may adjourn any board of directors' meeting to
another time or place.

     Section 12.   Notice of Adjournment.  If a meeting is adjourned for more
than twenty-four (24) hours, notice of any adjournment to another time or
place shall be given prior to the time of the adjourned meeting to the
directors who were not present at the time of adjournment; otherwise, notice
of the time and place of holding an adjourned meeting need not be given to
absent directors if the time and place be fixed at the meeting adjourned.

     Section 13.   Participation in Meetings by Conference Telephone.  Members
of the board of directors may participate in a meeting through use of
conference telephone or similar communications equipment, so long as all
members participating in such meeting can hear one another. Participating in a
meeting as permitted in this Section constitutes presence in person at such
meeting.

     Section 14.   Action Without Meeting.  Any action by the board of
directors may be taken without a meeting if all members of the board shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
board and shall have the same force and effect as a unanimous vote of such
directors.

     Section 15.   Fees and Compensation.  Directors and members of committees
may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
board of directors.

     Section 16.   Committees. The board of directors may, by resolution
adopted by a majority of the authorized number of directors, designate an
executive and other committees, each consisting of two (2) or more directors,
to serve at the pleasure of the board of directors, and may prescribe the
manner in which proceedings of any such committee meetings of such committee
may be regularly scheduled in advance and may be called at any time by any two
(2) members thereof; otherwise, the provisions of these bylaws with respect to
notice and conduct of meetings of the board of

<PAGE>

directors shall govern. Any such committee, to the extent provided in a
resolution of the board of directors, shall have all of the authority of the
board of directors, except as limited by the Delaware General Corporation Law.

                            ARTICLE IV

                             OFFICERS
                             --------

     Section 1.   Officers. The officers of the corporation shall be a chief
executive officer, a president, a secretary and a chief financial officer. The
corporation may also have, at the discretion of the board of directors, a
chairman of the board, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers. as may
be appointed in accordance with the provisions of Section 3 of this Article.
Any number of offices may be held by the same person.

     Section 2.   Election. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 6 of this Article, shall be chosen annually by, and shall serve at the
pleasure of, the board of directors, and each shall hold his office until he
or she shall resign or shall be removed or otherwise disqualified to serve, or
his or her successor shall be elected and qualified.

     Section 3.   Subordinate Officer. The board of directors or the chief
executive officer may appoint such other officers as the business of the
corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in these bylaws or as
the board of directors may from time to time determine.

     Section 4.   Removal and Resignation.  Subject to the rights, if any, of
an officer under any contract of employment, any officer may be removed,
either with or without cause, by the board of directors, at any regular or
special meeting thereof, or, except in case of an officer chosen by the board
of directors, by any officer upon whom such power or removal may be conferred
by the board of directors.

     Any officer may resign at any time by giving written notice to the board
of directors, or to the president or to the secretary of the corporation. Any
resignation is without prejudice to the rights, if any, of the corporation
under any contract to which such officer is a party. Any such resignation
shall take effect at the date of the receipt of such notice or at any later
time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     Section 5.   Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in these bylaws for regular election or appointment to
such office.

<PAGE>

    Section 6.   Chairman of the Board.  The chairman of the board, if there
be such an office, shall 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 bylaws.

    Section 7.   Chief Executive Officer.  Subject to such supervisory powers,
if any, as may be given by the board of directors to the chairman of the
board, if there be such an officer, the chief executive officer 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 at all meetings of the board of directors. He shall be
ex officio a member of all the standing committees, including the executive
committee, if any, and shall have the general power and duties of management
usually vested in the office of president of a corporation, and shall have
such other powers and duties as may be prescribed by the board of directors or
these bylaws.

     Section 8.   President.  The president shall be the chief operating
officer of the corporation, and in the event of absence or disability of the
chief executive officer, or if no chief executive officer has been appointed
by the board of directors, shall perform all the duties of the chief executive
officer, and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the chief executive officer.

     Section 9.   Vice Presidents.  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, a vice president designated by the board of
directors, if there be such an officer or officers, 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,
if there be such an officer or officers, shall have such other powers and
perform such other duties as from time to time may be prescribed for them
respectively by the board of directors or these bylaws.

     Section 10.   Secretary.  The secretary shall record or cause to be
recorded, and shall keep or cause to be kept, at the principal executive
office or such other place as the board of directors may order, a book of
minutes of all meetings and actions, of the stockholders, the board directors
and all committees thereof, with the time and place of holding of meetings,
whether regular or -special, and, if special, how authorized, the notice
thereof given, the names of those present at directors' meetings, the number
of shares present or represented at stockholders' meetings, and the
proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporation's transfer agent, or registrar, if
one be appointed, a share register, or a duplicate share register, showing the
names of the stockholders and their addresses, the number and classes of
shares held by each, the number and date of certificates issued for the same,
and the number and date of cancellation of every certificate surrendered for
cancellation.

     Section 11.   Chief Financial Officer.  The chief financial officer shall
keep and maintain, or cause to be kept and maintained, adequate and colored
accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings and shares. The books of account shall at
all reasonable times be open to inspection by any director.

     The chief financial officer shall deposit all moneys and other valuables
in the name and to the credit of the corporation with 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, shall render to the
president and directors, whenever they request it, an account of all of his
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 by the board of directors or these bylaws.

     Section 12.   Assistant Secretaries and Assistant Treasurers.  In the
absence or disability of the secretary or the chief financial officer, their
duties shall be performed and their powers exercised, respectively, by any
assistant secretary or any assistant treasurer which the board of directors
may have elected or appointed. The assistant secretaries and the assistant
treasurers shall have such other duties and powers as may have been delegated
to them, respectively, by the secretary or the chief financial officer or by
the board of directors.

                            ARTICLE V

                  INDEMNIFICATION OF DIRECTORS,
               OFFICERS, EMPLOYEES AND OTHER AGENTS
               ------------------------------------

     Section 1.   Definitions.  For the purpose of this Article V, "agent"
means any person who is or was a director, officer, employee or other agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, or was a
director, officer, employee or agent of a foreign or domestic corporation
which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation; "proceeding" means
any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative; and "expenses" includes, without
limitation, attorneys' fees and any expenses of establishing a right to
indemnification under Section 4 or Section 5(c) of this Article V.

     Section 2.   Actions by Third Parties.  The corporation shall indemnify
any person who was or is a party, or is threatened to be made a party, to any
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was an agent of the corporation,
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding to the fullest extent
permitted by the laws of the State of Delaware as they may exist from time to
time.

     Section 3.   Actions by or in the Right of the Corporation.  The
corporation shall indemnify any person who was or is a party, or is threatened
to be made a party, to any threatened, pending or completed action by or in
the right of the corporation to procure a judgment in its favor by reason of
the fact that such person is or was an agent of the corporation, against
expenses actually and reasonably incurred by such person in connection with
the defense or settlement of such action to the fullest extent permitted by
the laws of the State of Delaware as they may exist from time to time.

     Section 4.   Advance of Expenses.  Expenses incurred in defending any
proceeding may be advanced by the corporation prior to the final disposition
of such proceeding upon receipt of a request therefor and an undertaking by or
on behalf of the agent to repay such amount unless it shall be determined
ultimately that the agent is not entitled to be indemnified as authorized in
this Article V.

     Section 5.   Contractual Nature.  The provision of this Article V shall
be deemed to be a contract between the corporation and each director and
officer who serves in such capacity at any time while this Article is in
effect, and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore existing or
any action, suit or proceeding theretofore or thereafter brought based in
whole or in part upon any such state of facts.

     Section 6.   Insurance.  Upon and in the event of a determination by the
board of directors to purchase such insurance, the corporation shall purchase
and maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred  by the agent in such capacity or
arising out of the agent's status as such whether or not the corporation would
have the power to indemnify the agent against such liability under the
provisions of this Article V. All amounts received by an agent under any such
policy of insurance shall be applied against, but shall not limit, the amounts
to which the agent is entitled pursuant to the foregoing provisions of this
Article V.

<PAGE>

     Section 7.   ERISA. To assure indemnification under this provision of all
such persons who are or were "fiduciaries" of an employee benefit plan
governed by the Employee Retirement Income Security Act of 1974, as amended
from time to time ("ERISA"), the provisions of this Article V shall, except as
limited by Section 410 of ERISA, be interpreted as follows: an "other
enterprise" shall be deemed to include an employee benefit plan; the
corporation shall be deemed to have requested a person to serve as an employee
of an employee benefit plan where the performance by such person of his duties
to the corporation also imposes duties on, or otherwise involves services by ,
such person to the plan or participants or beneficiaries of the plan; excise
taxes assessed on a person with respect to an employee benefit plan in the
performance of such person's duties for a purpose reasonably believed by such
person to be in compliance with ERISA and the terms of the plan shall be
deemed to be for a purpose which is not opposed to the best interests of the
corporation.

                            ARTICLE VI

                    GENERAL CORPORATE MATTERS
                    -------------------------
     
     Section 1.   Record Date for Purposes Other Than Notice and Voting.  For
purposes of determining the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any right in respect of any other lawful action (other than as
provided in Section 12 of Article II of these bylaws), the board of directors
may fix, in advance, a record date, which shall not be more than sixty (60)
days before any such action, and in that case only stockholders of record on
the date so fixed are entitled to receive the dividend, distribution, or
allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation
after the record date so fixed, except as otherwise provided in the Delaware
General Corporation Law.

     If the board of directors does not so fix a record date, the record date
for determining stockholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution or the
sixtieth (60th) day before the date of that action, whichever is later.

     Section 2.   Inspection of Corporate Records.  The accounting books and
records, the records of stockholders, and minutes of proceedings of the
stockholders and the board and committees of the board of directors of the
corporation and any subsidiary of the corporation shall be open to inspection
upon the written demand on the corporation of any stockholder or holder of a
voting trust certificate at any reasonable time during usual business hours,
for a purpose reasonably related to such holder's interests as a share-holder
or as the holder of such voting trust certificate. Such inspection by a
stockholder or

<PAGE>

holder of a voting trust certificate may be made in person or by an agent or
attorney, and the right of inspection includes the right to copy and make
extracts.
     
     A stockholder or stockholders holding at least five percent (5%) in the
aggregate of the outstanding voting shares of the corporation or who hold at
least one percent (1%) of such voting shares and have filed a Schedule 14B
with the United States Securities and Exchange Commission relating to the
election of directors of the corporation shall have (in person, or by agent or
attorney) the right to inspect and copy the record of stockholders' names and
addresses and shareholdings during usual business hours upon five (5) business
days' prior written demand upon the corporation and to obtain from the
transfer agent, if any, for the corporation, upon written demand and upon the
tender of its usual charges, a list of the stockholders' names and addresses,
who are entitled to vote for the election of directors, and their
shareholdings, and of the most recent record date for which it has been
compiled or as of a date specified by the stockholder subsequent to the date
of demand. The list shall be made available on or before the later of five (5)
business days after the demand is received or the date specified therein as
the date as of which the list is to be compiled.

     Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to inspect
the physical properties of the corporation. Such inspection by a director may
be made in person or by agent or attorney, and the right of inspection
includes the right to copy and make extracts.

     Section 3.   Inspection of Bylaws.  The corporation shall keep in its
principal executive office the original or a copy of the bylaws as amended or
otherwise altered to date, certified by the secretary, which shall be open to
inspection by the stockholders at all reasonable times during office hours.

     Section 4.   Checks, Drafts, Etc.  All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the corporation, shall be signed or endorsed by such person
or persons and in such manner as, from time to time, shall be determined by
resolution of the board of directors.

     Section 5.   Contracts and Instruments; How Executed.  The board of
directors, except as in these bylaws otherwise provided, may authorize any
officer or officers, agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances; and, unless so
authorized or ratified by the board of directors, no officer, agent or
employee shall have any power or authority to bind the corporation by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or to any amount.

<PAGE>

     Section 6.  Certificate for Shares.  Every holder of shares in the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the chairman of the board or the president or a vice president
and by the chief financial officer or an assistant treasurer or the secretary
or any assistant secretary, certifying the number of shares and the Class or
series of shares owned by the stockholder. Any of the signatures on the
certificate may be 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 such person were an officer, transfer agent or registrar at the
date of issue.

     Any such certificate shall also contain such legend or other statement as
may be required by applicable state securities laws, the federal securities
laws, and any agreement between the corporation and the stockholders thereof.

     Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the board of directors or these bylaws
may provide; provided, however, that on any certificate issued to represent
any partly paid shares, the total amount of the consideration to be paid
therefor and the amount paid thereon shall be stated.

     Except as provided in this Section 6, no new certificate for shares shall
be issued in lieu of an old one unless the latter is surrendered and canceled
at the same time. The board of directors may, however, in case any certificate
for shares is alleged to have been lost, stolen, or destroyed, authorize the
issuance of a new certificate in lieu thereof, and the corporation may require
that the corporation be given a bond or other adequate security sufficient to
indemnify it against any claim that may be made against it (including expense
or liability) on account of the alleged loss, theft, or destruction of such
certificate of the issuance of such new certificate.
     Section 7.   Representation of Shares of Other Corporations.  The
president or any other officer or officers authorized by the board of
directors or the president are each authorized to vote, represent and exercise
on behalf of the corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of the corporation. The
authority herein granted may be exercised either by any such officer in person
or by any other person authorized so to do by proxy or power of attorney duly
executed by said officer.

     Section 8.   Construction and Definitions.  Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the Delaware General Corporation Law shall govern the
construction of these bylaws. Without limiting the generality of the
foregoing, the masculine gender includes the feminine and neuter, the

<PAGE>

singular number includes the plural and the plural number includes the
singular, and the term "person" includes a corporation as well as a natural
person.

                           ARTICLE VII

                       AMENDMENTS TO BYLAWS
                       --------------------

     Section 1.   Amendment by Stockholders.  New bylaws may be adopted or
these bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the certificate of incorporation of the corporation sets
forth the number of authorized directors of the corporation, the authorized
number of directors may be changed only by an amendment of the certificate of
incorporation.

     Section 2.    Amendment by Directors.  The board of directors is
expressly authorized to make, repeal, alter, amend and rescind the bylaws of
the corporation.
     

                                   /s/ Doug Odom
                                   -------------
                                   Doug Odom
                                   President