BY-LAWS

                                     - OF -

                        INTERVEST BANCSHARES CORPORATION
















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                                    ARTICLE I
                                    ---------

                            MEETINGS OF SHAREHOLDERS
                            ------------------------


SECTION 1. Annual Meeting.  An annual meeting of the Shareholders  shall be held
for the  election of directors at such date,  time and place,  either  within or
without the State of Delaware,  as may be  designated by resolution of the Board
of Directors from time to time.  Any other proper  business may be transacted at
the annual meeting.

SECTION  2.  Special  Meetings.  Special  Meetings  of the  Shareholders  of the
Corporation  may be held at any time in the interval  between  Annual  Meetings.
Special Meetings may be called by the chairman,  the president,  or the Board of
Directors,  or by a  Committee  of the Board of  Directors  which has be en duly
designated by the Board of Directors and whose powers and authority  include the
power to call such meetings.  The request for a Special  Meeting shall state the
purpose  or  purposes  of the  Meeting  and  matters  proposed  to be acted upon
thereat.

SECTION 3. Place of Meetings. Annual and Special Meetings of the Shareholders of
the Corporation  shall be held at the principal  office of the Corporation or at
such  other  place  within  or  without  the State of  Delaware  as the Board of
Directors may from time to time determine.

SECTION 4. Notice of Meetings.  Written or printed notice of the date,  time and
place of all meetings of the Shareholders shall be given personally, or by first
class mail, not less than ten (10) days nor more than sixty (60) days before the
day fixed for the meeting, to each Shareholder entitled to vote at said meeting,
and,  unless the meeting is an annual  meeting,  such notice must also state the
purpose or purposes for which the meeting is called and must indicate that it is
being  issued by or at the  direction  of the  person  or  persons  calling  the
meeting.  Such notice must also be given t o any  Shareholder  who, by reason of
any  action  proposed  at such  meeting,  would be  entitled  to have his  stock
appraised,  if such action were taken, and such notice must specify the proposed
action  and  state  the  fact  that  if the  action  is  taken,  the  dissenting
Shareholder  shall have  appraisal  rights.  Such  notice  shall be given to the
Shareholder  by leaving  the same with him at his  residence  or usual  place of
business or by mailing it,  postage  prepaid and addressed to him at his address
as it appears on the books of the  Corporation,  unless he shall have filed with
the  Secretary of the Corporat ion a written  request that notices  intended for
him be mailed to some other  address,  in which  event it shall be mailed to the
address  designated  in such  request.  The  notices,  as  provided  for in this
Section,  are not required to be given to any  Shareholder  who submits a signed
waiver of notice,  in person or by proxy,  whether  before or after the meeting.
The attendance of any Shareholder at a meeting,  in person or by proxy,  without
protesting  prior to the  conclusion  of the  meeting the lack of notice of such
meeting,  shall  constitute a waiver of notice by him. No notice of an adjourned
meeti ng of  Shareholders  need be given,  unless the Board of Directors fixes a
new record date for the adjourned meeting.

SECTION 5. Record  Dates.  For the  purposes  of  determining  the  Shareholders
entitled to notice of or to vote at a  Shareholders'  meeting or any adjournment
thereof, the Board of Directors may fix a date of record which shall not be more
than sixty (60) days nor less than ten (10) days before said me eting date.  For

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the  purpose of  determining  Shareholders  entitled  to  express  consent to or
dissent from any proposal  without a meeting,  or for  determining  Shareholders
entitled to receive payment of a dividend or the allotment of any rights, or for
any other  action,  the Board of Directors  may fix a date of record which shall
not be more than sixty (60) days prior to such action.

SECTION 6. Quorum. At all meetings of Shareholders, except as otherwise provided
by law, a quorum  shall  exist if there is present in person or  represented  by
proxy, Shareholders owning a majority in number of the shares of the Corporation
issued and outstanding  and entitled to vote thereat,  in or der to constitute a
quorum;  but if there be no quorum,  the  holders  of such  shares so present or
represented  may by majority vote adjourn the meeting from time to time, but not
for a period of over thirty (30) days at any one time, without notice other than
by  announcement  at the  meeting,  until a qu orum  shall  attend.  At any such
adjournment  of the meeting,  which a quorum shall  attend,  any business may be
transacted which might have been transacted at the meeting as originally called.
When a quorum is once present, it is not broken by the subsequent  withdrawal of
any Shareholder.

SECTION  7.  Voting.  At all  meetings  of the  Shareholders,  each  Shareholder
entitled to vote thereat may vote in person or by proxy, and shall have one vote
for each share  standing in his name on the books of the  Corporation  as of the
Record Date fixed for the meeting, unless otherwise provided in t he Certificate
of  Incorporation  or any amendments  thereto.  Upon demand of the  Shareholders
holding a majority in interest of the shares,  present in person or by proxy and
entitled to vote,  voting shall be by ballot. A plurality of votes cast shall be
sufficient to elect Directors,  and a majority of votes cast shall be sufficient
to take any other corporate action, except as otherwise provided by law or these
By-Laws.

SECTION  8.  Proxies.  Every  proxy  shall  be in  writing,  subscribed  by  the
Shareholder or his duly  authorized  attorney and dated. No proxy which is dated
more than  three (3) years  before the  meeting at which it is offered  shall be
accepted,  unless such proxy shall,  on its face, name a longer period for which
it is to remain in force.

SECTION 9. Conduct of Meetings.  Meetings of the Shareholders  shall be presided
over by the Chairman of the Board of Directors,  if any, or, in his absence,  by
the President of the  Corporation or, in his absence,  by a Vice  President,  if
any, or, in the absence of all such officers,  by a Chairman to be chosen at the
Meeting. The officer presiding shall appoint a secretary.

SECTION 10.  Action  Without a Meeting.  Whenever  Shareholders  are required or
permitted  to take any  action  by vote,  such  action  may be taken  without  a
meeting,  without prior notice and without a vote, on written  consent,  setting
forth the action so taken,  signed by the holders of  outstanding  shares having
not less than the minimum  number of votes that would be  necessary to authorize
or take such action at a meeting at which all shares  entitled  to vote  thereon
were present and voted.  Prompt notice of the taking of action without a meeting
by less than unanimous written consent shall be given to those  shareholders who
have not consented in writing.

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SECTION 11.  Notice of  Business.  No business  may be  transacted  at an annual
meeting of stockholders, other than business that is either (a) specified in the
notice of meeting (or any  supplement  thereto)  given by or at the direction of
the  Board of  Directors  (or any  duly  authorized  committee  thereo  f),  (b)
otherwise  properly  brought before the annual meeting by or at the direction of
the  Board  of  Directors  (or any duly  authorized  committee  thereof)  or (c)
otherwise  properly  brought before the annual meeting by any stockholder of the
Corporation (i) who is a stockholder of record on the date o f the giving of the
notice  provided for in this Section 11 of this Article I and on the record date
for the  determination  of stockholders  entitled to vote at such annual meeting
and (ii) who complies with the notice procedures set forth in this Section 11.

     In  addition  to any other  applicable  requirements,  for  business  to be
properly  brought before an annual meeting by a  stockholder,  such  stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

     To be timely, a stockholder's  notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less  than 90  days  nor  more  than  120  days in  advance  of the  date of the
Corporation's proxy statement and notice released to stockholders i n connection
with  the  immediately  preceding  annual  meeting  of  stockholders;  provided,
however,  that in the event that the annual meeting is called for a date that is
not within 30 days before or the date contemplated by that notice, notice by the
stockholder  in order to be timely must be so receive d not later than the close
of the business on the tenth day  following  the day on which such notice of the
date of the annual  meeting was mailed or public  disclosure  of the date of the
annual meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's  notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief  description  of the business  proposed to be brought before
the annual meeting and the reasons for  conducting  such busin ess at the annual
meeting,  (ii) the name and record address of such stockholder,  (iii) the class
or series  and number of shares of capital  stock of the  Corporation  which are
owned  beneficially or of record by such stockholder,  (iv) a description of all
arrangements or understandings between such st ockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such  stockholder  and any  material  interest  of such  stockholder  in such
business and (v) a  representation  that such  stockholder  intends to appear in
person or by proxy at the  annual  meeting  to bring  such  business  before the
meeting.

     No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this  Section  11 of this  Article I;  provided,  however,  that,  once
business has been properly  brought before the annual meeting in accordance with
such procedures, nothing in this Section 11 of this Article I shall be deemed to
preclude discussion by any stockholder of any such business.  If the Chairman of
an annual meeting  determines that business was not properly  brought before the
annual meeting in accordance with the fore going procedures,  the Chairman shall
declare to the meeting that the business  was not  properly  brought  before the
meeting and such business shall not be transacted or discussed.

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                                   ARTICLE II
                                   ----------

                               BOARD OF DIRECTORS
                               ------------------

SECTION 1. Election and Powers. The Board of Directors shall have the management
and control of the affairs and business of the Corporation.  The Directors shall
be elected by the  Shareholders at each annual meeting of Shareholders  and each
Director  shall serve until his successor is elected or appointed and qualified,
unless his directorship be theretofore vacated by resignation, death, removal or
otherwise.

SECTION 2.  Number.  The number of  Directors  constituting  the entire Board of
Directors shall be such number,  not less than three (3), as shall be designated
by  resolution  of the  Board of  Directors  adopted  prior to the  election  of
Directors  at the  Annual  Meeting  of  Shareholders.  In the  absence  of  such
resolution the number of Directors to be elected at such Annual Meeting shall be
the number last fixed by the Board of Directors.  Any Board action designating a
change in the number of  directors  shall  require a vote of a  majority  of the
entire Board. The "entire Board", as used in this Artic le, shall mean the total
number of Directors which the Corporation would have if there were no vacancies.
Notwithstanding  the  provisions  of this  Section,  where all of the shares are
owned beneficially and of record by less than three Shareholders,  the number of
Directors may be less than three, but not less than the number of Shareholders.

SECTION  3.  Vacancies.  Vacancies  in the  Board of  Directors  (including  any
resulting  from an increase in the number of  Directors)  created for any reason
may be filled by vote of the Board of  Directors.  If,  however,  the  number of
Directors  then in office is less than a quorum,  vacancies  may be fill ed by a
vote of a majority of the Directors  then in office.  A Director  elected by the
Board of Directors to fill a vacancy  under this Section shall hold office until
the next  meeting of  shareholders  at which the election of directors is in the
regular  order of  business,  and until his  successor  has been duly elected or
appointed and qualified.

SECTION 4. Nomination of Directors. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors of the
Corporation,  except  as  may  be  otherwise  provided  in  the  Certificate  of
Incorporation.  Nominations of persons for election to the Board of Directors at
any annual meeting of  stockholders  or at any special  meeting of  stockholders
called  for the  purpose  of  electing  directors  may be made  (a) by or at the
direction of the Board of Directors or  Nominating  Committee  thereof or (b) by
any  stockholder of the  Corporation  (i) who is a stockh older of record on the
date of the giving of the notice  provided for in this Section 4 of this Article
II and on the record date for the determination of stockholders entitled to vote
at such meeting and (ii) who complies  with the notice  procedures  set forth in
this Section 4 of this Article II.

     In addition to any other  applicable  requirements,  for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.

     To be timely, a stockholder's  notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
in the case of an annual  meeting,  not less than 90 days nor more than 120 days
in advance of the date of the Corporation's  proxy statement and notice released

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to stockholders in connection with the immediately  preceding  annual meeting of
stockholders;  provided,  however,  that in the event that the annual meeting is
called for a date that is not within 30 days before or the date  contemplated by
that notice, notice by the stockholder in order to be timely must be so received
not later than the close of business on the tenth day following the day on which
such notice of the date of the annual meeting was mailed or public disclosure of
the date of the annual meeting was made,  whichever first occurs; and (b) in the
case of a special  meeting of  stockholders  called for the  purpose of electing
directors,  not later than the close of business on the tenth day  following the
day on which public disclosure of the date of the special meeting was made.

     To be in proper written form, a stockholder's  notice to the Secretary must
set forth (a) as to each person whom the  stockholder  proposes to nominate  for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment o f the person, (iii)
the class or series  and number of shares of  capital  stock of the  Corporation
which are owned  beneficially  or of  record  by the  person  and (iv) any other
information  relating to the person that would be required to be  disclosed in a
proxy  statement  or  other  filings  required  to be  made in  connection  with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record ad dress of such  stockholder,  (ii) the class or
series and number of shares of capital stock of the Corporation  which are owned
beneficially  or of  record  by such  stockholder,  (iii) a  description  of all
arrangements  or  understandings  between  such  stockholder  and each  proposed
nominee and any other pers on or persons  (including  their  names)  pursuant to
which  the  nomination(s)   are  to  be  made  by  such   stockholder,   (iv)  a
representation  that such stockholder intends to appear in person or by proxy at
the  meeting  to  nominate  the  persons  named in its  notice and (v) any other
information  relating to such stockholder that would be required to be disclosed
in a proxy  statement or other filings  required to be made in  connection  with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated  thereunder.  Such notice
must be ac  companied  by a written  consent of each  proposed  nominee to being
named as a nominee and to serve as a director if elected.

     Subject to Section 3 of this  Article II, no person  shall be eligible  for
election as a director of the  Corporation  unless  nominated in accordance with
the  procedures  set forth in this Section 4 of this Article II. If the Chairman
of the meeting  determines that a nomination was not made in accordance with the
foregoing  procedures,  the  Chairman  shall  declare  to the  meeting  that the
nomination was defective and such defective nomination shall be disregarded.

SECTION 5. Removal. At any meeting of the Shareholders duly called, any Director
may, by vote of the holders of a majority of the shares of the class who elected
that Director,  be removed from office,  with or without cause. Any Director may
also be removed, with or without cause, by action of th e Board of Directors.

SECTION 6. Meetings. Regular Meetings of the Board of Directors shall be held at
such times as the Directors may from time to time determine. Special Meetings of
the Board of Directors shall be held at any time, upon call from the Chairman of
the Board, the President, any Vice President, the Secretary, or by any member of
the Board of Directors.

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SECTION 7. Place of  Meetings.  Regular  and  Special  Meetings  of the Board of
Directors  shall be held at the principal  office of the  Corporation or at such
other place, within or without the State of Delaware,  as the Board of Directors
may from time to time determine.

SECTION 8. Notice of Meeting. Notice of the place, day and hour of every regular
and special  meeting shall be given to each  Director by delivering  the same to
him  personally  or sending the same to him by  telegraph or leaving the same at
his  residence  or usual  place of  business,  at least one (1) d ay before  the
meeting,  or shall be mailed to each Director,  postage prepaid and addressed to
him at the last  known  Post  Office  address  according  to the  records of the
Corporation,  at least  three  (3) days  before  the  meeting.  No notice of any
adjourned  meeting  of the Board of  Directors  need to be gi ven other  than by
announcement  at the meeting,  subject to the  provisions  of Section 10 of this
Article.

SECTION  9.  Waiver of  Notice.  Notice  of a  meeting  need not be given to any
Director who submits a signed written waiver thereof,  whether before, during or
after  the  meeting,  nor  to any  Director  who  attends  the  meeting  without
protesting, prior thereto or at its commencement, the lack of notice to him.

SECTION  10.  Quorum.  A majority  of the entire  Board  shall be  necessary  to
constitute a quorum for the transaction of business at each meeting of the Board
of  Directors;  but if at any  meeting  there be less than a quorum  present,  a
majority of those  present may  adjourn  the meeting  from time to time  without
notice other than by announcement  at the meeting,  until a quorum shall attend.
At any such adjournment, at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally called.

SECTION 11.  Action  Without a Meeting.  Any action  required or permitted to be
taken by the Board of Directors or any committee  thereof at a duly held meeting
may be taken  without a meeting if all members of the Board of  Directors or the
committee  consent in writing to the  adoption of a resolution  authorizing  the
action.  Such resolution and the written  consents thereto by the members of the
Board  of  Directors  or  committee  shall  be filed  with  the  minutes  of the
proceedings of the Board of Directors or the committee.

SECTION 12. Personal Attendance by Conference  Communication  Equipment. Any one
or  more  members  of the  Board  of  Directors  or any  committee  thereof  may
participate  in a meeting of such Board or  committee  by means of a  conference
telephone  or  similar   communications   equipment  allowing  all  persons  par
ticipating in the meeting to hear each other at the same time.  Participation by
such means shall constitute presence in person at the meeting.

SECTION 13.  Executive  Committee and Other  Committees.  The Board of Directors
may,  in its  discretion,  by an  affirmative  vote of a majority  of the entire
Board,  appoint an Executive  Committee,  or any other committee,  to consist of
three  (3) or more  Directors  as the Board of  Directors  may from time to time
determine. The Executive Committee shall have, and may exercise between meetings
of the Board of  Directors,  all the  powers of the  Board of  Directors  in the
management of the business and affairs of the  Corporation  (including the power
to  declare  dividends  and to  authorize  the  issuance  of s tock),  and other
committees  shall  have  those  powers  conferred  upon  them  by the  Board  of
Directors,  except  that no  committee  shall  have power to take any action not
allowed to such committee by the applicable  law of the  Corporation's  state of

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incorporation,  as the same may be amended from time to ti me. As of the date of
adoption of these By-laws, no committee shall have the power:

     (a)  To amend the Certificate of Incorporation;

     (b)  To adopt an agreement of merger or consolidation;

     (c)  To  recommend  to  Shareholders:  (i) the sale,  lease or  exchange of
          substantially  all of the  assets  of the  Corporation;  or  (ii)  the
          dissolution of the Corporation; or

     (d)  To repeal, amend or adopt by-laws.

In the  absence  of  any  member  of the  Executive  Committee  or of any  other
committee,  the members  thereof  present at any meeting may appoint a member of
the Board of  Directors  previously  designated  by the Board of  Directors as a
committee  alternate  to act in  place  of such  absent  member.  The  Board  of
Directors  shall  have the power at any time to  change  the  membership  of any
committee,  to fill vacancies in it, or dissolve it. The Executive Committee and
any other  committee  may make rules for the  conduct of its  business,  and may
appoint such  committees  and  assistants as may from time to time be necessary,
unless the Board of Directors shall provide otherwise. A majority of the members
of the Executive Committee and of any other committee shall constitute a quorum.

                                   ARTICLE III
                                   -----------

                                    OFFICERS
                                    --------

SECTION 1.  Election  of  Officers.  The Board of  Directors  (or the  Executive
Committee),  at any  duly  held  meeting  thereof,  shall  elect a  Chairman,  a
President, a Secretary and a Treasurer of the Corporation,  and may elect one or
more Vice Presidents and any other  officers.  Each such officer shall s erve at
the pleasure of the Board of Directors  or until his  successor  shall have been
duly elected or appointed and qualifies, or until he shall have resigned,  shall
have deceased or shall have been removed in the manner  provided in Section 3 of
this  Article.  Any two offices may be held by the sam e person,  except that no
person  shall  hold  the  office  of  President  and   Secretary   concurrently.
Notwithstanding the foregoing, if all of the stock of the Corporation shall ever
be owned by one person,  such person may hold all or any combination of offices.
Any vacancies in the above offices shall be filled by the Board.

SECTION 2. Assistant and  Subordinate  Officers.  The Board of Directors (or the
Executive  Committee)  may elect one or more Assistant  Treasurers,  one or more
Assistant  Secretaries and such other  subordinate  officers or agents as it may
deem  proper  from time to time,  who shall hold  office at the plea sure of the
Board of Directors (or the Executive Committee). The Board of Directors may from
time to time  authorize the  President to appoint and remove such  assistant and
subordinate officers and agents and prescribe the powers and duties thereof.

SECTION 3.  Removal.  Any  officers of the  Corporation  may be removed  with or
without  cause by a vote of the majority of the entire Board of Directors of the
Corporation  then in office at a meeting called for that purpose (or,  except in

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the case of an officer  elected  by the Board of  Directors,  by th e  Executive
Committee) whenever in its judgment the best interests of the Corporation may be
served thereby.

SECTION 4.  Compensation.  The Board of Directors shall fix the  compensation of
all  officers of the  Corporation  who are elected or  appointed by the Board of
Directors.  The Board of  Directors  or the  Executive  Committee  shall fix the
compensation of all other officers of the Corporation,  except that the Board of
Directors may authorize the President to fix the  compensation of such assistant
and subordinate officers and agents as he is authorized to appoint and remove.

SECTION 5.  Chairman of the Board.  The Chairman of the Board,  if there be one,
shall  preside at all meetings of the Board of Directors  and shall perform such
other  duties as the Board of Directors  may direct.  There may be more than one
person  holding  the  office  of  Chairman,  in which  case  they  shall  act as
Co-Chairmen and shall share the duties of such office.

SECTION 6. President.  The President shall be the Chief Executive Officer of the
Corporation  and shall,  subject to the  direction of the Board of Directors (or
the  Executive  Committee),  have the general  management  of the affairs of the
Corporation.  The President  shall preside at all meetings of th e Shareholders.
If there be no Chairman of the Board, or in his absence or inability to act, the
President  shall  perform  all duties of the  Chairman  of the  Board,  subject,
however, to the control of the Board of Directors (or the Executive Committee).

SECTION  7.  Vice  Presidents.  Any one or more of the  Vice  Presidents  may be
designated  by the  Board  of  Directors  (or  the  Executive  Committee)  as an
Executive Vice President.  At the request of the President, or in his absence or
during his disability, the Executive Vice President shall perform the duties and
exercise  the  functions  of  the  President.  If  there  be no  Executive  Vice
President,  or if there be more  than one (1),  the Board of  Directors  (or the
Executive  Committee)  may  determine  which one or more of the Vice  Presidents
shall  perform any of such duties or  exercise  any of such  functio ns; if such
determination  is  not  made  by  the  Board  of  Directors  (or  the  Executive
Committee),  the President may make such  determination;  otherwise,  any of the
Vice  Presidents  may  perform  any of  such  duties  or  exercise  any of  such
functions. Each Vice President shall have such other powers and duties as may be
properly  designated by the Board of Directors (or the Executive  Committee) and
the President.

SECTION 8.  Secretary.  The Secretary shall keep full minutes of all meetings of
the  Shareholders  and of the  Board of  Directors  in books  provided  for that
purpose.  He shall see that all  notices are duly given in  accordance  with the
provisions of these By-Laws or as required by law. He shall be th e custodian of
the  records  and of the Seal or Seals of the  Corporation.  He shall  affix the
Corporate  Seal to all  documents,  the  execution  of  which on  behalf  of the
Corporation,  under the Seal,  is duly  authorized by the Board of Directors (or
Executive  Committee),  and when so affixed  may attest the same.  He shall have
such  other  powers  and duties as may be  properly  designated  by the Board of
Directors (or the Executive Committee) and the President.

SECTION 9.  Treasurer.  The Treasurer  shall keep correct and complete books and
records of account for the  Corporation.  Subject to the control and supervision
of the Board of Directors (or the Executive  Committee)  and the  President,  or
such  other  officer  as the  President  may  designate,  the  Treasur  er shall
 
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establish and execute  programs for the provision of the capital required by the
Corporation,  including  negotiating  the procurement of capital and maintaining
adequate  sources  for  the   Corporation's   current   borrowing  from  lending
institutions.  He shall maintain banking  arrangements to recei ve, have custody
of and disburse the  Corporation's  moneys and  securities.  He shall invest the
Corporation's   funds  as  required,   establish  and  coordinate  policies  for
investment in pension and other similar trusts,  and provide insurance  coverage
as  required.  He shall  direct the  granting of credit a nd the  collection  of
accounts due the Corporation,  including the supervision of special arrangements
for financing sales, such as time payments and leasing plans. He shall have such
other powers and duties as may be properly  designated by the Board of Directors
(or the Executive Committee) and the President.

                                   ARTICLE IV
                                   ----------

                               SHARE CERTIFICATES
                               ------------------

SECTION  1.  Form  and  Signatures.  The  interest  of each  Shareholder  of the
Corporation  shall be  evidenced  by  certificates  for  shares in such form not
inconsistent  with  the  law  or  the  Certificate  of  Incorporation,  and  any
amendments  thereof,  as the Board of Directors may from time to time prescribe.
The share  certificates shall be signed by the President or a Vice President and
by the Secretary or an Assistant  Secretary,  and may be sealed with the seal of
the  Corporation.  Where any share  certificate is  countersigned  by a transfer
agent or registered  by a registrar,  other than the  Corporation  itself or its
employee,  or if  the  shares  are  listed  on a  registered  national  security
exchange, the signatures of any such President,  Vice President,  Secretary,  or
Assistant Secretary,  may be facsimiles engraved or printed. In case any officer
who  has  signed  or  whose  facsimile  signature  has  been  placed  upon  such
certificate shall have ceased to be such officer before the share certificate is
issued,  such  certificate may be issued by the Corporation with the same effect
as if such person had not ceased to be such officer.

SECTION  2.  Transfer  of  Shares.  The  shares  of  the  Corporation  shall  be
transferred on the books of the Corporation by the Registered holder thereof, in
person or by his attorney,  upon surrender for  cancellation of certificates for
the same  number of  shares,  with a proper  assignment  and powers of t ransfer
endorsed thereon or attached thereto, duly signed by the person appearing by the
certificate to be the owner of the shares represented  thereby,  with such proof
of the  authenticity  of the signature as the  Corporation,  or its agents,  may
reasonably  require.  Such  certificate  shall have  affixe d thereto  all stock
transfer  stamps  required by law. The Board of  Directors  shall have power and
authority to make all such other rules and  regulations as it may deem expedient
concerning the issue,  transfer and  registration of certificates  for shares of
the Corporation.

SECTION 3. Mutilated, Lost, Stolen or Destroyed Certificates.  The holder of any
certificates representing shares of the Corporation shall immediately notify the
Corporation of any mutilation, loss, theft or destruction thereof, and the Board
of Directors may, in its discretion, cause one or more new certificates, for the
same  number of  shares in  aggregate,  to be  issued  to such  holder  upon the
surrender of the mutilated certificate, or, in case of an alleged loss, theft or
destruction of the certificate,  upon satisfactory  proof of such loss, theft or
destruction and the deposit of indemnity , by way of bond or otherwise,  in such

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<PAGE>

form and amount and with such sureties as the Board of Directors may require, to
indemnify the Corporation and transfer agent and registrar, if any, against loss
or liability by reason of the issuance of such new  certificates;  but the Board
of Directors may, in its discretion,  refuse to issue such new certificates save
upon the order of some court having jurisdiction in such matters.

SECTION 4. Stock Ledgers.  The Stock Ledgers of the  Corporation  containing the
names and  addresses of the  Shareholders  and the number of shares held by them
respectively shall be maintained at the principal office of the Corporation,  or
if there be a transfer agent, at the office of such transfer agent, as the Board
of Directors shall determine.

SECTION 5. Transfer Agents and Registrars.  The Corporation may have one or more
transfer  agents  and one or more  registrars  of its  stock or of any  class or
classes of its shares whose  respective  duties the Board of Directors  may from
time to time determine.

                                    ARTICLE V
                                    ---------

                                 INDEMNIFICATION
                                 ---------------

The  Corporation  shall indemnify (a) any person made or threatened to be made a
party to any action or proceeding by reason of the fact that he, his testator or
intestate,  is or was a  director  or officer  of the  Corporation,  and (b) any
director  or  officer  of the  Corporation  who served any other comp any in any
capacity  at the  request of the  Corporation,  in the manner and to the maximum
extent  permitted by the General  Corporation  Law of Delaware,  as the same now
exists or may  hereafter  be  amended  in a manner  more  favorable  to  persons
entitled to  indemnification;  and the Corporation may, in the discretion of the
Board of  Directors,  indemnify  all other  corporate  personnel  to the  extent
permitted by law. The right to  indemnification  conferred  herein shall include
the right to be paid by the Corporation the expenses (including attorneys' fees)
incurred in defending any such proceeding in ad vance of its final disposition.

                                   ARTICLE VI
                                   ----------

                                    FINANCES
                                    --------

SECTION 1. Dividends. Subject to law and to the provisions of the Certificate of
Incorporation,  and any amendments  thereof,  the Board of Directors may declare
dividends on the stock of the Corporation,  payable upon such dates as the Board
of Directors may designate.

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

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<PAGE>

SECTION 3. Bills, Notes, Etc. All checks or demands for money and notes or other
instruments  evidencing  indebtedness or obligations of the Corporation shall be
made in the name of the  Corporation  and  shall be signed  by such  officer  or
officers  or such  other  person or  persons as the Board of Direc tors may from
time to time designate.

                                   ARTICLE VII
                                   -----------

                                   AMENDMENTS
                                   ----------

     The Board of Directors  shall have the power to adopt,  amend or repeal the
By-Laws  of the  Corporation  by a  majority  vote of the  entire  Board  at any
meeting,  provided that the  Shareholders  may make  additional  By-Laws and may
alter and repeal any By-Laws whether adopted by them or otherwise.




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