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                                                                     EXHIBIT 3.2





                                     BYLAWS

                                       OF

                            LEXON TECHNOLOGIES, INC.



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                                TABLE OF CONTENTS


     ARTICLE 1 -  Stockholders............................................1
         1.1      Place of Meetings ......................................1
         1.2      Annual Meetings ........................................1
         1.3      Special Meetings .......................................1
         1.4      Notice of Meeting ......................................1
         1.5      Voting List ............................................1
         1.6      Quorum .................................................1
         1.7      Adjournments ...........................................2
         1.8      Voting and Proxies .....................................2
         1.9      Action at Meeting ......................................2
         1.10     Action Without Meeting .................................2

     ARTICLE 2 -  Directors ............................................. 2
         2.1      General Powers .........................................2
         2.2      Number, Election and Qualification .....................3
         2.3      Enlargement of the Board ...............................3
         2.4      Tenure .................................................3
         2.5      Vacancies         ......................................3
         2.6      Resignation ............................................3
         2.7      Regular Meetings .......................................3
         2.8      Special Meetings .......................................3
         2.9      Notice of Special Meetings .............................4
         2.10     Meetings by Telephone Conference Calls .................4
         2.11     Quorum .................................................4
         2.12     Action at Meeting ......................................4
         2.13     Action by Consent ......................................4
         2.14     Removal ................................................4
         2.15     Committees .............................................4
         2.16     Compensation of Directors ..............................5

     ARTICLE 3 -  Officers ...............................................5
         3.1      General ................................................5
         3.2      Election ...............................................6
         3.3      Qualification...........................................6
         3.4      Tenure .................................................6
         3.5      Resignation ............................................6
         3.6      Vacancies...............................................6
         3.7      Chairman of the Board and Vice Chairman of the Board ...6
         3.8      President...............................................7
         3.9      Vice Presidents ........................................7
         3.10     Secretary and Assistant Secretaries ....................7
         3.11     Treasurer and Assistant Treasurers .....................7


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         3.12     Salaries ................................................8

     ARTICLE 4 -  Capital Stock
         4.1      Issuance of Stock .......................................8
         4.2      Certificates of Stock ...................................8
         4.3      Transfers ...............................................8
         4.4      Lost, Stolen or Destroyed Certificates ..................9
         4.5      Record Date .............................................9

     ARTICLE 5 -  Indemnification .........................................9

     ARTICLE 6 -  General Provisions .....................................10
         6.1      Fiscal Year ............................................10
         6.2      Corporate Seal .........................................10
         6.3      Written Notice of Meetings .............................10
         6.4      Waiver of Notice .......................................10
         6.5      Voting of Securities ...................................10
         6.6      Evidence of Authority ..................................10
         6.7      Certificate of Incorporation ...........................10
         6.8      Transactions with Interested Parties ...................11
         6.9      Severability ...........................................11
         6.10     Pronouns ...............................................11

     ARTICLE 7 -  Amendments .............................................11
         7.1      By the Board of Directors ..............................11
         7.2      By the Stockholders ....................................12









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                                     BYLAWS

                                       OF

                            LEXON TECHNOLOGIES, INC.


                            ARTICLE 1 - STOCKHOLDERS

     1.1 PLACE OF MEETINGS. All meetings of stockholders shall be held at such
place within or without the State of Delaware as may be designated from time to
time by the board of directors or the president or, if not so designated, at the
registered office of the corporation.

     1.2 ANNUAL MEETINGS. 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 the second Tuesday of the fourth
month after the end of the Corporation's fiscal year or at such other time as
fixed by the board of directors or the president. If this date shall fall upon a
legal holiday, then such meeting shall be held on the next succeeding business
day at the same hour. If no annual meeting is held in accordance with the
foregoing provisions, the board of directors shall cause the meeting to be held
as soon thereafter as convenient or 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 Bylaws to the annual meeting of the stockholders shall be
deemed to refer to such special meeting.

     1.3 SPECIAL MEETINGS. Special meetings of stockholders may be called at any
time by the chairman of the board of directors, by the board of directors or by
the holders of not less than one- fourth (1/4) of all the shares entitled to
vote at the meeting. Business transacted at any special meeting of stockholders
shall be limited to matters relating to the purpose or purposes stated in the
notice of meeting.

     1.4 NOTICE OF MEETINGS. Except as otherwise provided by law, written 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. The notices of all meetings shall
state the place, date and hour of the meeting. The notice of a special meeting
shall state, in addition, the purpose or purposes for which the meeting is
called.

     1.5 VOTING LIST. The officer who has charge of the stock ledger of the
Corporation 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.

     1.6 QUORUM. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding are entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business.


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     1.7  ADJOURNMENTS. Any meeting of stockholders may be adjourned to any
other time and to any other place at which a meeting of stockholders may be held
under these Bylaws 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. If
the adjournment is for more than 30 days, or if after the adjournment, a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting. At the adjourned meeting, the Corporation may transact any business
which might have been transacted at the original meeting.

     1.8  VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
in the Certificate of Incorporation. Each stockholder of record entitled to vote
at a meeting of stockholders, or to express consent or dissent to corporate
action in writing without a meeting, may vote or express such consent or dissent
in person or may authorize another person or persons to vote or act for him by
written proxy executed by the stockholder or his authorized agent and delivered
to the secretary of the Corporation. A duly executed 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. No proxy
shall be voted or acted upon after three years from the date of its execution,
unless the proxy expressly provides for a longer period.

     1.9  ACTION AT MEETING. When a quorum is present at any meeting, the
holders of a majority of the stock present or represented and voting on a matter
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of a majority of the
stock of that class present or represented and voting on a matter) shall decide
any matter to be voted upon by the stockholders at such meeting, except when a
different vote is required by express provision of law, the Certificate of
Incorporation or these Bylaws. Any election by stockholders shall be determined
by a plurality of the votes cast by the stockholders entitled to vote at the
election.

     1.10 ACTION WITHOUT MEETING. Any action required or permitted to be taken
at any annual or special meeting of stockholders of the Corporation may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

                              ARTICLE 2 - 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 Bylaws. In the event




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of a vacancy on the board of directors, the remaining directors, except as
otherwise provided by law, may exercise the powers of the full board of
directors until the vacancy is filled.

     2.2 NUMBER, ELECTION AND QUALIFICATION. The number of directors which shall
constitute the whole board of directors shall be seven (7). The number of
directors may be decreased at any time and from time to time either by the
stockholders or by a majority of the directors then in office, but only to
eliminate vacancies existing by reason of the death, resignation, removal or
expiration of the term of one or more directors. The directors shall be elected
at the annual meeting of stockholders by such stockholders as have the right to
vote in such election. Directors need not be stockholders, of the corporation.

     2.3 ENLARGEMENT OF THE BOARD. The number of directors may be increased at
any time and from time to time by the stockholders or by a majority of the
directors then in office.

     2.4 TENURE. Each director shall hold office until the next annual meeting
and until such time as his successor is elected and qualified, or until his
earlier death, resignation or removal.

     2.5 VACANCIES. Unless and until filled by the stockholders, any vacancy in
the board of directors, however occurring, including a vacancy resulting from An
increase in the number of directors, may be filled by vote of a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office, and a director chosen to fill a
position resulting from an increase in the number of directors shall hold office
until the next annual meeting of stockholders and until his successor is elected
and qualified, or until his earlier death, resignation or removal.

     2.6 RESIGNATION. Any director may resign by delivering his written
resignation to the Corporation at its principal office or to the secretary. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

     2.7 REGULAR MEETINGS. Regular meetings of the board of directors may be
held without notice at such time and place, either within or without the State
of Delaware, 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.

     2.8 SPECIAL MEETINGS. Special meetings of the board of directors may be
held at any time and place, within or without the State of Delaware, designated
in a call by the chairman of the Board, president or two or more directors, or
by one director in the event that there is only a single director in office.

     2.9 NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of directors
shall be given to each director by the secretary or one of the directors calling
the meeting. Notice shall be duly given






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to each director: (i) by giving notice to such director in person or by
telephone at least 48 hours in advance of the meeting; (ii) by sending a
telegram or telex, or delivering written notice by hand to his last known
business or home address at least 48 hours in advance of the meeting; or (iii)
by mailing written notice to his 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 purpose of the meeting.

     2.10 MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors or any members of
any committee designated by the directors may participate in a meeting of the
board of directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation by such means shall constitute
presence in person at such meeting.

     2. 11 QUORUM. A majority of the whole board of directors shall constitute a
quorum at all meetings of the board of directors. In the event one or more of
the directors shall be disqualified to vote at any meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no case shall less than one-third (1/3) of the whole board of
directors constitute a quorum. In the absence of a quorum at any such meeting, 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.

     2.12 ACTION AT MEETING. At any meeting of the board of directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these Bylaws.

     2.13 ACTION BY CONSENT. Any action required or permitted to be taken at any
meeting of the board of directors or of any committee of the board of directors
may be taken without a meeting, if all members of the board of directors or
committee, as the case may be, consent to the action in writing, and the written
consents are filed with the minutes of proceedings of the board of directors or
committee.

     2.14 REMOVAL. Any one or more or all of the directors may be removed, with
or without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors, except that: (i) the directors elected by the
holders of a particular class or series of stock may be removed without cause
only by vote of the holders of a majority of the outstanding shares of such
class or series; and (ii) in the case of a corporation having cumulative voting,
if less than the entire board is to be removed, no director may be removed
without cause if the votes cast against his removal would be sufficient to elect
him if then cumulatively voted at an election of the entire board of directors.

     2.15 COMMITTEES. The board of directors may, by resolution passed by a
majority of the whole board of directors, 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 of any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or




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members of the committee present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the board of directors and subject to the
provisions of the General Corporation Law of the State of Delaware, shall have
and may exercise all the powers and authority of the board of directors in the
management of the business and affairs of the Corporation and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the board of directors as provided in subsection (a) of
Section 151 of the General Corporation Law of the State of Delaware, fix the
designations and any of the preferences of right's of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for shares of
any other class or classes or any other series of the same or any other class or
classes of stock of the Corporation or fix the number of shares of any series of
stock or authorize the increase or decrease of the shares of any series),
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws of the Corporation; and unless the resolution, Bylaws or Certificate of
Incorporation expressly so provides, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock or to adopt
a certificate of ownership and merger. 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 Bylaws for the board of
directors.

     2.16 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 3 - OFFICERS

     3.1 GENERAL. The officers of the Corporation shall consist of a chairman of
the board, a president, a secretary, a treasurer and such other officers with
such other titles as the board of directors may determine, including 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 with such other powers and duties as it may deem appropriate.

     3.2 ELECTION. The chairman of the board, president, 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.





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     3.3 QUALIFICATION. No officer need bea 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 Bylaws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in the
vote choosing or appointing him, or until his earlier death, resignation or
removal.

     3.5 RESIGNATION AND REMOVAL. Any officer may resign by delivering his
written resignation to the Corporation at its principal office or to the
president or secretary. Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other 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 his resignation or removal, or any right to damages on
account of such removal, whether his 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 nay 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, treasurer and
secretary. Each such successor shall hold office for the unexpired term of his
predecessor and until his successor is elected and qualified, or until his
earlier death, resignation or removal.

     3.7 CHAIRMAN OF THE BOARD AND VICE CHAIRMAN OF THE BOARD. The chairman of
the board of directors shall be the chief executive officer of the Corporation.
Subject to the direction of the board of directors, the chairman of the board of
directors shall have general charge and supervision of the business of the
Corporation, and shall have full authority to take all lawful actions necessary
to implement corporate and business policy established by the board of
directors. In addition, the chairman of the board of directors shall perform
such duties and possess such other powers as are assigned to him by the board of
directors. Unless otherwise provided by the board of directors, the chairman of
the board of directors shall preside at all meetings of the stockholders and the
board of directors. The board of directors may appoint a vice chairman of the
board of directors who may, in the absence or disability of the chairman,
perform the duties and exercise and powers of the chairman and perform such
other duties and possess such other powers as from time to time are authorized
by the board of directors.

     3.8 PRESIDENT. The president shall be the chief operating officer of the
Corporation and shall have charge and supervision of the day to day business
operations of the Corporation, subject to the authority of the chairman of the
board of directors and of the board of directors. Unless the board of directors
or chairman of the board of directors shall otherwise direct, all executive
officers of the





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Corporation shall report, directly or through their immediate superior officers,
to the president. The president shall perform such other duties and shall have
such other powers as the board of directors may from time to time prescribe.

     3.9 VICE PRESIDENTS. The vice president shall perform such duties and shall
have such powers as the board of directors, chairman of the board of directors
or the president may from time to time prescribe. The vice president shall
discharge the duties of the president when the president, for any reason, cannot
discharge the duties of his office. He shall have such other powers and perform
such other duties as shall be prescribed by the directors.

Any assistant vice presidents shall perform such duties and possess such powers
as the board of directors, the chairman of the board of directors, the president
or the vice president may from time to time prescribe.

     3.10 SECRETARY AND ASSISTANT SECRETARIES. The secretary shall perform such
duties and shall have such power as the board of directors, chairman of the
board of directors or the president 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 if any, 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 chairman of the board of directors, the president 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 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 person presiding at the meeting shall designate a
temporary secretary to keep a record of the meeting.

     3.11 TREASURER AND ASSISTANT TREASURERS. The treasurer shall perform such
duties and shall have such powers as from time to time are assigned to him by
the board of directors, the chairman of the board of directors or the president.
In addition, the treasurer shall perform such duties and have such powers as are
incident to the office of treasurer, including without limitation the duty and
power to keep and be responsible for all funds and securities of the
Corporation, to deposit funds of the corporation in depositories selected in
accordance with these Bylaws, to disburse such funds as ordered by the board of
directors, the chairman of the board of directors, the president or any vice
president of the Corporation so authorized to act by specific authorization of
the board of directors or chairman of the Directors, to make proper accounts of
such funds, and to render, as required by the board of directors, chairman of
the board of directors or president, statements of all such transactions and of
the financial condition of the Corporation.





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The assistant treasurers shall perform such duties and possess such powers as
the board of directors, the chairman of the board of directors, the president 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
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.

     3.12 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 4 - 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 unissued balance of the authorized capital stock
of the corporation held in its treasury may be issued, sold, transferred or
otherwise disposed of by vote of the board of directors in such manner, for such
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
him 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 for shares of stock which are subject to any restriction on transfer
pursuant to the Certificate of Incorporation, the Bylaws, applicable securities
laws or any agreement among any number of shareholders 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.

     4.3 TRANSFERS. Except as otherwise established by rules and regulations
adopted by the board of directors, and subject to applicable laws, 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 reasonable require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these Bylaws, 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 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 Bylaws.





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     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 such indemnity as the board of
directors may require for the protection of the Corporation or any transfer
agent or registrar.

     4.5 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 to express consent (or dissent) to
corporate action in writing without a meeting, 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 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. The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the board of directors is necessary shall be the day on which the
first written consent is expressed. The record date for determining stockholders
for any other purpose shall be at the close of business on the date 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 5 - INDEMNIFICATION

The Corporation shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as that Section may be amended
and supplemented from time to time, indemnify any director, officer or trustee
which it shall have power to indemnify under that Section against any expenses,
liabilities or other matters referred to in or covered by that Section. The
indemnification provided for in this Article: (i) shall not be deemed exclusive
of any other rights to which those, indemnified may be entitled under any bylaw,
agreement or vote of stockholders or disinterested directors or otherwise, both
as to action in their official capacities and as to action in another capacity
while holding such office; (ii) shall continue as to a person who has ceased to
be a director, officer or trustee; and (iii) shall inure to the benefit of the
heirs, executors and administrators of such, a person. The Corporation's
obligation to provide indemnification under this Article shall be offset to the
extent of any other source of indemnification or any otherwise applicable
insurance coverage under a policy maintained by the corporation or any other
person.






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<PAGE>   13
                         ARTICLE 6 - GENERAL PROVISIONS

     6.1 FISCAL YEAR. The fiscal year of the Corporation shall be determined by
the board of directors.

     6.2 CORPORATE SEAL. The corporate seal, if any, shall be in such form as
shall be approved by the board of directors.

     6.3 WRITTEN NOTICE OF MEETINGS. Whenever written notice is required to be
given to any person pursuant to law, the Certificate of Incorporation or these
Bylaws, it may be given to such person, either personally or by sending a copy
thereof by first class mail, or by telegram, charges prepaid, to his address
appearing on the books of the Corporation, or to his business or other address
supplied by him to, the Corporation for the purpose of notice. If the notice is
sent by first class mail or by telegraph, it shall be deemed to have been given
to the person entitled thereto when deposited in the United States mail or with
a telegraph office for transmission to such person. Such notice shall specify
the place, day and hour of the meeting and, in case of a special meeting of the
shareholders, the general nature of the business to be transacted.

     6.4 WAIVER OF NOTICE. Whenever any notice whatsoever is required to be
given by law, by the Certificate of Incorporation or by these Bylaws, a waiver
of such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, cable or any other
available method, whether before, at or after the time stated in such waiver, or
the appearance of such person or persons at such meeting in person or by proxy,
shall be deemed equivalent to such notice.

     6.5 VOTING OF SECURITIES. Except as the directors may otherwise designate,
the president or treasurer may waive notice of, and act as, or appoint any
person or persons to act as, proxy or attorney-in-fact for this Corporation
(with or without power of substitution) at any meeting of stockholders or
shareholders of any other Corporation or organization, the securities of which
may be held by this Corporation.

     6.6 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 of representative of the Corporation shall
as to all persons who rely on the certificate in good faith be conclusive
evidence of such action.

     6.7 CERTIFICATE OF INCORPORATION. All references in these Bylaws 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.





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<PAGE>   14
     6.8 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 which authorizes the contract or transaction or solely
because his or their votes are counted for such purpose, if:

     (1) The material facts as to his relationship or interest as to the
     contract or transaction are disclosed or are known to the board of
     directors or the committee, and the board of directors or committee in good
     faith authorized 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;

     (2) The material facts as to his 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

     (3) 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.

     6.9 SEVERABILITY. Any determination that any provision of these Bylaws is
for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these Bylaws.

     6.10 PRONOUNS. All pronouns used in these Bylaws 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 7 - AMENDMENTS

     7.1 BY THE BOARD OF DIRECTORS. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the board of
directors at which a quorum is present.






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<PAGE>   15
     7.2 BY THE STOCKHOLDERS. These Bylaws may be altered, amended or repealed
or new Bylaws may be adopted by the affirmative vote of. the holders of a
majority of the shares of the capital stock of the Corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alternation,
amendment, repeal or adoption of new Bylaws shall have been stated in the notice
of such special meeting.