BY-LAWS

                                       OF

                            SCHICK TECHNOLOGIES, INC.



ARTICLE I - MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings.

All meetings of stockholders shall be held at the registered office of the
Corporation in the State of Delaware or at such other places within or without
the State of Delaware as may be specified by the board of Directors of the
Corporation (the "Board"), if such meeting shall have been called by the Board,
or the President, if such meeting shall have been called by any other person or
persons as permitted by the Certificate of Incorporation of the Corporation, as
then in effect (the "Certificate of Incorporation").

Section 2.  Annual Meeting.

     An annual meeting of stockholders for the election of directors and the
transaction of such other business as may be properly brought before such
meeting shall be held on a date that is within one hundred eighty (180) days
following the last date of the Corporation's fiscal year. Any annual meeting of
stockholders may be adjourned from time to time until the business to be
transacted at such meeting is completed.

Section 3.  Special Meetings.

     Special meetings of stockholders can be called only as provided in the
Certificate of Incorporation. Each such meeting shall be called by giving notice
to that effect to the Secretary not more than sixty-five (65) days and not less
than fifteen (15) days before the date of such meeting. Such notice shall state
the place, date, hour and purpose or purposes of such meeting. Any special
meeting may be adjourned in accordance with Section 5(c) of this Article I from
time to time until the business to be transacted at such meeting is completed.




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Section 4.  Record Date.

     (a) In order to determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, the Board may fix a
record date, which record date shall not precede the date upon which the
resolution fixing such record date is adopted by the Board and which record date
shall not be more than sixty (60) nor less than ten (10) days before the date of
such meeting. If no record date is fixed by the Board, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be the close of business on the day next preceding the day on
which notice of such meeting is given or, if such notice is waived by all of the
stockholders, the close of business on the day next preceding the day on which
such meeting is held. 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 may fix a new record date for
such adjourned meeting.

     (b) In order to determine the stockholders entitled to consent to action in
writing without a meeting, the Board may fix a record date, which record date
shall not precede the date upon which the resolution fixing such record date is
adopted by the Board and which record date shall not be more than ten (10) days
after the date upon which the resolution fixing such record date is adopted by
the Board. If no record date is fixed by the Board, the record date for
determining stockholders entitled to consent to action in writing without a
meeting, when no prior action by the Board is required by the General
Corporation Law of the State of Delaware, as then in effect (the "Law"), shall
be the first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the Corporation at its registered
office in the State of Delaware, its principal place of business or an officer
or agent of the Corporation having custody of the books in which proceedings of
meeting of stockholders are recorded. Delivery made to the Corporation at its
registered office shall be made by personal delivery or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board and prior action by the Board is required by the Law, the record date
for determining stockholders entitled to consent to action in writing without a
meeting shall be the close of business on the day on which the Board adopts the
resolution taking such prior action.

     (c) In order to determine the stockholders (i) entitled to receive payment
of any dividend or other distribution or allotment of any rights or to exercise
any rights in respect of any change, conversion or exchange of shares of capital
stock of the Corporation or (ii) for the purpose of any other lawful action, the
Board may fix a record date, which record date shall not precede the date upon
which the resolution fixing such record date is adopted and which record date
shall be not more than sixty (60) days prior to such action. If no record date
is fixed, the record date for determining stockholders therefor shall be at the
close of business on the day on which the Board adopts the resolution relating
to such action.

Section 5.  Notice of Meetings; Waiver.

     (a) Each notice of each meeting of stockholders shall state the place, date
and hour of such meeting and, unless it is an annual meeting of stockholders,
shall indicate that it is being sent by or at the direction of the person or
persons calling such meeting and state the purpose or purposes for which such
meeting is being called. If at any meeting of stockholders action is proposed to
be taken which would, if taken, give stockholders fulfilling the


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requirements of Section 262 of the Law the right to receive payment for their
shares of capital stock of the Corporation, the notice of such meeting shall
include a statement of such proposed action and such right. Not less than ten
(10) nor more than sixty (60) days before the date of such meeting, the
Secretary shall give or cause to be given a copy of the notice of such meeting,
either by personal delivery or by mail, to each person entitled to notice of
such meeting. If mailed, such notice shall be deemed to have been given to a
stockholder when it is deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the stock records of
the Corporation or, if he shall have filed with the Secretary a written request
that notices to him be mailed to some other address, then directed to him at
such other address.

     (b) A written waiver of notice of a meeting of stockholders signed by a
stockholder entitled to notice of such meeting, before or after such meeting,
shall be deemed to be equivalent to the giving of proper notice to such
stockholder of such meeting. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
such stockholder attends such meeting for the express purpose of objecting, at
the commencement of such meeting, to the transaction of any business at such
meeting because such meeting was not lawfully called or convened. Neither the
business to be transacted at nor the purpose of a meeting of stockholders is
required to be specified in any written waiver of notice of such meeting.

     (c) When a meeting of stockholders is adjourned to another time or place,
it shall not be necessary to give any notice of the adjourned meeting if the
time and place to which such meeting is adjourned are announced at such meeting.
Any business may be transacted at such adjourned meeting which might have been
transacted at such meeting. If the adjournment is for more than thirty (30) days
or if, after such adjournment, the Board fixes a new record date for such
adjourned meeting, a notice of such adjourned meeting shall be given to each
person entitled to notice of such adjourned meeting.

Section 6.  List of Stockholders.

     The Secretary shall prepare, at least ten (10) days prior to each meeting
of stockholders, a complete list of the stockholders entitled to vote at such
meeting, arranged in alphabetical order and showing the address of each such
stockholder and the number of shares held of record by each such stockholder.
Such list shall be open for inspection by any stockholder, for purposes germane
to such meeting, during ordinary business hours, for the ten (10) days prior to
such meeting, either at a place in the city where such meeting is to be held,
which place shall be specified in the notice of such meeting, or, if not so
specified, at the place where such meeting is to be held. Such list shall also
be produced and kept open at such meeting during the whole time thereof and may
be inspected by any stockholder who is present thereat. The stock records of the
Corporation shall be conclusive evidence as to who are the stockholders entitled
to examine such stock records, the list described in this Section 6 or the books
of the Corporation or to vote at any meeting of stockholders.



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Section 7.  Quorum; Manner of Acting.

     (a) Except as otherwise required by the Law or the Certificate of
Incorporation or as provided with respect to meetings consisting solely of
holders of shares of Preferred Stock in the resolution or resolutions providing
for the issuance of such shares, the presence, at the commencement of such
meeting, in person or by proxy of holders of a majority of the issued and
outstanding shares of capital stock of the Corporation entitled to vote at a
meeting of stockholders shall be required in order to constitute a quorum for
the transaction of business thereat.

     (b) If a quorum shall not be present at the commencement of any meeting of
stockholders, holders of a majority of the issued and outstanding shares of
capital stock of the Corporation present in person or by proxy and entitled to
vote at such meeting may adjourn such meeting to another time and place.

     (c) Except as otherwise required by the Law or the Certificate of
Incorporation and as otherwise provided in these By-Laws with respect to the
election of directors and except as otherwise provided with respect to meetings
consisting solely of holders of shares of Preferred Stock in the resolution on
resolutions providing for the issuance of such shares, a matter submitted to a
vote at a meeting of stockholders shall have been approved only if a quorum was
present at the commencement of such meeting and the holders of a majority of the
issued and outstanding shares of the capital stock of the Corporation entitled
to vote on such matter shall have voted to approve such matter.

     (d) Every stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for him by proxy. Such authorization
must be granted by a means expressly permitted by the Law. No proxy shall be
voted or acted upon after three (3) years from its date unless such proxy
provides that it may be voted or acted upon for a longer period. 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. A stockholder may revoke any proxy which is not irrevocable
by attending the relevant meeting of stockholders and voting or acting in
person, by filing with the Secretary a written instrument revoking such proxy or
by filing with the Secretary another duly executed proxy bearing a later date.

Section 8.  Business Transacted.

     (a) No business shall be transacted at any meeting of stockholders unless
it shall have been brought in accordance with this Section 8(a) of this Article
I. Business may be brought (i) before a special meeting of stockholders only by
the person or persons calling such meeting as permitted by the Certificate of
Incorporation or (ii) before an annual meeting of stockholders only by or at the
direction of the Board or any other person or persons who could call a special
meeting of stockholders as permitted by the Certificate of Incorporation or by a
stockholder who is entitled to vote thereon at such annual meeting and who
complies with the procedures set forth in this Section 8. For business to be
properly brought before an annual meeting of stockholders by a stockholder, such
stockholder must have given timely notice of his intention to do so in writing
to the Secretary. To be timely, such notice must be delivered or mailed to, and
received at, the principal executive office of the Corporation not less than
ninety 


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(90) days prior to the date of such meeting; provided, however, that if less
than ninety (90) days' notice or prior public disclosure of the date of such
meeting is given to stockholders or made, such notice must be so delivered or
mailed, and received, not later than the close of business on the tenth (10th)
day following the day on which notice or public disclosure of the date of such
meeting is given or made. Such notice must set forth as to each matter such
stockholder proposes to bring before such meeting (i) a brief description (which
includes all of the material aspects thereof) of the business desired to be
brought before such meeting and the reasons for conducting such business at such
meeting, (ii) the name and address, as they appear on the stock records of the
Corporation, of the stockholder desiring to propose such business, (iii) the
classes and number of shares of each class of capital stock of the Corporation
that are owned beneficially and of record by such stockholder, his affiliates,
all groups of which he is a member and all persons with whom he is acting in
concert (in each case, identifying them) and (iv) any material direct or
indirect interest of such stockholder, affiliates, groups or persons in such
business. The chairman of such meeting shall determine whether any business to
be brought before such meeting will be properly so brought in accordance with
this Section 8(a) of this Article I and, if he should determine that such
business will not be properly so brought, he shall so declare at such meeting
and such business shall not be transacted at such meeting.

     (b) No individual shall be eligible for election as a director unless he is
nominated in accordance with this Section 8(b) of this Article I. Nominations of
individuals for election as directors may be made at a meeting of stockholders
at which directors are to be elected only (i) by or at the direction of the
Board, a nominating committee of the Board or any other person or persons who
could call a special meeting of stockholders as permitted by the Certificate of
Incorporation or (ii) by a stockholder who is entitled to vote for the election
of directors at such meeting and who complies with the procedures set forth in
this Section 8. For nominations to be properly made at a meeting by a
stockholder, such stockholder must have given timely notice of his intention to
do so in writing to the Secretary. To be timely, such notice must be delivered
or mailed to, and received at, the principal executive office of the Corporation
not less than ninety (90) days prior to the date of such meeting; provided,
however, that if less than ninety (90) days' notice or prior public disclosure
of the date of such meeting is given to stockholders or made, such notice must
be so delivered or mailed, and received, not later than the close of business on
the tenth (10th) day following the day on which notice or public disclosure of
the date of such meeting is given or made. Such notice must set forth: (i) as to
each individual whom such stockholder proposes to nominate for election as a
director, (a) the name, date of birth, business address and residential address
of such individual, (b) the principal occupation or employment of such
individual for at least the five years preceding the date of such notice, (c)
the classes and number of each class of the capital stock of the Corporation
that are owned beneficially and of record by such individual, his affiliates,
all persons with whom he is acting in concert and all groups of which he is a
member (in each case, identifying them) and (d) all information relating to such
individual that is required to be disclosed in solicitations of proxies for
election of directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder (including
each such individual's written consent to serve as director if elected); and
(ii) as to the stockholder giving such notice, (A) the name and address of such
stockholder, as they appear on the stock records of the Corporation, (B) the
classes and number of shares of each class of capital stock of the Corporation
that are owned beneficially and of record by such stockholder, his affiliates,
all persons acting in concert 


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with him and all groups of which he is a member (in each case, identifying them)
and (C) any professional, commercial, business or familial relationship of such
stockholder, affiliates, persons or groups (in each case, identifying them) to
such nominees, his affiliates, any person acting in concert with him or any
group of which he is a member (in each case, identifying them). The chairman of
such meeting shall determine whether any nomination to be made at such meeting
will be properly so made in accordance with this Section and, if he should
determine that such nomination will not be properly so made, he shall so declare
at such meeting and such nomination shall not be made at such meeting.

     (c) For the purposes of this Section, "acting in concert" and "group" shall
have the same meanings as they have under the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder.

Section 9.  Order of Business; Voting.

     (a) The Chairman of the Board or, in the absence of the Chairman of the
Board (including an absence because no Chairman of the Board shall have been
designated), the President, or, in the absence of both of them, a Vice
President, or, in the absence of all of them, a person designated by the Board,
or in the absence of all of them, a person designated by the holders of a
majority of the outstanding shares of capital stock of the Corporation present
in person or by proxy and entitled to vote at such meeting shall act as the
chairman of such meeting. The chairman of each meeting of stockholders shall
call such meeting to order, determine the order of business at such meeting and
otherwise preside over such meeting.

     (b) The Secretary shall act as secretary of each meeting of stockholders
and keep the minutes thereof, but, in the absence of the Secretary, the chairman
of such meeting shall appoint some other person to act as secretary of such
meeting.

     (c) Unless required by the Law, requested by any stockholder present in
person or by proxy and entitled to vote at such meeting or directed by the
chairman of such meeting, neither the vote for the election of directors nor
upon any other business before any meeting of stockholders is required to be
conducted by written ballot. On a vote by written ballot, (i) each written
ballot cast by a stockholder voting in person shall state the name of such
stockholder, the number of shares of capital stock of the Corporation held of
record by him and the number of such shares voted by him and (ii) each ballot
cast by proxy shall bear the name of such proxy, the name of the stockholder for
whom he is voting, the number of shares of capital stock of the Corporation held
of record by such stockholder and the number of such shares voted on behalf of
such stockholder.

     (d) Shares of capital stock of the Corporation held by the Corporation or
any of its majority-owned subsidiaries in treasury shall not be shares entitled
to vote at, or to be counted in determining the presence of a quorum for, any
meeting of stockholders or be counted in determining the total number of
outstanding shares of capital stock of the Corporation. This Section shall not
limit the right of the Corporation or any of its subsidiaries to vote any shares
of capital stock of the Corporation held by the Corporation or such subsidiary
in a fiduciary capacity.


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     (e) To the extent (but only to the extent) expressly provided in the
Certificate of Incorporation, action required or permitted to be taken at a
meeting of stockholders may be taken without a meeting, without any prior notice
and without a vote thereon, if stockholders having not less than the minimum
number of votes that would be necessary to take such action at a meeting at
which all stockholders entitled to vote thereon were present and voting, consent
in writing to such action and such writing or writings are filed with the
minutes of proceedings of the stockholders. Prompt written notice of the taking
of such action shall be given by the Secretary to all stockholders who have not
consented in writing to such action.

Section 10.  Inspectors.

     (a) The Board in advance of any meeting of stockholders may (and shall, if
required by the Law) appoint one or more inspectors to act at such meeting or
any adjournment thereof. If inspectors are not so appointed, the chairman of
such meeting may and, on request of any stockholder present in person or by
proxy and entitled to vote at such meeting, shall appoint one or more such
inspectors. No director, nominee for director, officer or employee of the
Corporation shall be appointed as an inspector. Inspectors need not be
stockholders. In case any person so appointed fails to appear or act, the
vacancy may be filled by appointment of another person by the Board in advance
of such meeting or at such meeting by the chairman of such meeting.

     (b) Each inspector appointed to act at any meeting of stockholders shall,
before entering upon the discharge of his duties, take and sign an oath to
execute faithfully the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. Such inspectors shall (i)
determine the number of shares outstanding and the voting power of each such
share, the number of shares represented at such meeting, the existence of a
quorum and the validity and effect of proxies, (ii) receive votes or ballots,
(iii) hear and determine all challenges and questions arising in connection with
the right to vote, (iv) count and tabulate all votes or ballots, (v) determine
the result and (vi) do all acts which may be proper in connection with
conducting a vote at such meeting, with fairness to all stockholders. On the
request of the chairman of such meeting or any stockholder present in person or
by proxy and entitled to vote at such meeting, the inspectors shall make a
report in writing of any challenge, question or matter determined by them and
execute a certificate of any fact found by them. Any such report or certificate
shall be prima facie evidence of the facts so stated and of the vote so
certified.

                         ARTICLE II - BOARD OF DIRECTORS

Section 1.  Powers; Qualifications; Number; Election.

     (a) The business and affairs of the Corporation shall be managed by or
under the direction of the Board. Except as otherwise provided in the
Certificate of Incorporation, the Board may exercise all of the authority and
powers of the Corporation and do all of the lawful acts and things which are not
by the Law, the Certificate of Incorporation or these By-Laws directed or
required to be exercised or done by the stockholders. The directors shall act
only as a 


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board and the individual directors shall have no power as such. Each director
shall be at least twenty-five (25) years of age. A director is not required to
be a resident of the State of Delaware or a stockholder. The Board shall consist
of that number of directors (but not less than five or more than twelve) as
shall be fixed in accordance with the Certificate of Incorporation.

     (b) At all elections of directors by stockholders entitled to vote thereon,
the individuals receiving a plurality of the votes cast shall be deemed to have
been elected as directors.

Section 2.  Term of Office of a Director.

     The term of office of each director shall commence at the time of his due
election and qualification and shall expire as specified in the Certificate of
Incorporation or upon his earlier death, resignation or removal.

Section 3.  Resignations; Filling of Vacancies.

     (a) Any director may resign at any time by giving written notice of his
resignation to the Board or the Secretary. Such resignation shall take effect at
the time of receipt of such notice by the Board or the Secretary, as the case
may be, 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.

     (b) Any vacancy on the Board can be filled as (but only as) provided in the
Certificate of Incorporation. A director elected to fill such a vacancy shall
hold office as provided in the Certificate of Incorporation.

Section 4.  Meetings of the Board; Notice; Waiver.

     (a) All regular meetings of the Board shall be held at such places within
or without the State of Delaware as may be fixed by the Board. All special
meetings of the Board shall be held at such places within or without the State
of Delaware as may be specified in the notices of such meetings.

     (b) Regular meetings of the Board for the transaction of such business as
may be properly brought before such meetings shall be held on such dates and at
such times as may be fixed by the Board. Notices of such regular meetings are
not required to be given.

     (c) Special meetings of the Board may be called at any time by the
President or any director. Each such meeting shall be called by giving notice to
that effect to the Secretary at least forty-eight (48) hours before such
meeting. Such notice shall state the place, date, hour and purpose or purposes
of such meeting. Promptly after receipt of such notice and, in any event, not
less than twenty-four (24) hours before such meeting, the Secretary shall give
notice of such meeting to all directors. Such notice shall state the place,
date, hour and purpose or purposes of such meeting and shall indicate that such
notices are being sent at the request of the 


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person calling such meetings. Except as otherwise required by the Law, each
notice of each special meeting of the Board shall be given by (i) mail addressed
to a director at his residence or usual place of business at least seven (7)
days before the date of such meeting or (ii) personal delivery or telex,
telephone, telegraph, telecopier or other electronic means addressed to a
director at his usual place of business at least twenty-four (24) hours before
such meeting. If mailed, such notice shall be deemed to have been given to a
director five (5) days after it is deposited in the United States mail, postage
prepaid, directed to such director at his residence or usual place of business.

     (d) A written waiver of notice of a meeting of the Board signed by a
director, before or after such meeting, shall be deemed to be equivalent to the
giving of proper notice to such director of such meeting. Attendance of a
director at a meeting of the Board shall constitute a waiver of notice of such
meeting, except when such director attends such meeting for the express purpose
of objecting, at the commencement of such meeting, to the transaction of any
business at such meeting because such meeting was not lawfully called or
convened. Neither the business to be transacted at nor the purpose of any
regular or special meeting of the Board is required to be specified in any
written waiver of notice of such meeting.

Section 5.  Quorum; Adjournment.

     The presence of a majority of the Whole Board (as defined in the
Certificate of Incorporation) at any meeting of the Board shall be required in
order to constitute a quorum for the transaction of business thereat. Any
meeting of the Board may be adjourned from time to time until the business to be
transacted at such meeting is completed. If a quorum shall not be present at any
such meeting, a majority of the directors present may adjourn such meeting to
another time and place. When a meeting of the Board is adjourned to another time
and place, it shall not be necessary to give any notice of the adjourned meeting
if the time and place to which such meeting is adjourned are announced at such
meeting. Any business may be transacted at such adjourned meeting which might
have been transacted at such meeting.

Section 6.  Manner of Acting.

     (a) The Board may designate a Chairman of the Board. The Chairman of the
Board shall preside at all meetings of stockholders and of the Board. He shall
perform such other duties as the Board may from time to time assign to him. In
the absence of the Chairman of the Board (including an absence because no
Chairman of the Board shall have been designated), a person designated by a
majority of the directors present at such meeting shall serve as the chairman of
such meeting. The chairman of each meeting of the Board shall call such meeting
to order, determine the order of business at such meeting and otherwise preside
over such meeting.

     (b) The Secretary shall act as secretary of each meeting of the Board and
keep the minutes thereof, but, in the absence of the Secretary, the chairman of
such meeting shall appoint some other person to act as secretary of such
meeting.


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     (c) At each meeting of the Board each director shall be entitled to one
vote. Except as otherwise provided in the Certificate of Incorporation or these
By-Laws, a matter submitted to a vote at a meeting of the Board shall have been
approved only if a quorum was present at the time of the vote thereon and a
majority of the directors present at that time shall have voted to approve such
matter.

     (d) Any action required or permitted to be taken at any meeting of the
Board may be taken without a meeting if all of the directors consent in writing
to such action and such writing or writings are filed with the minutes of
proceedings of the Board.

Section 7.  Annual Meeting of Directors.

     An annual meeting of the Board for the transaction of such business as may
be properly brought before such meeting shall be held promptly following each
annual meeting of stockholders. Such annual meeting of the Board shall
constitute a regular meeting of the Board for all purposes.

Section 8.  Participation in Meeting by Telephone.

     One or more directors may participate in a meeting of the Board by means of
conference telephone or similar communications equipment by means of which all
persons participating in such meeting can hear each other at the same time.
Participation in a meeting of the Board by such means shall constitute presence
in person at such meeting.

Section 9.  Compensation and Expenses of Directors.

     Directors may be compensated for rendering services as such as determined
from time to time by the Board. Directors shall be reimbursed for expenses
incurred by them in connection with rendering services as such.

                      ARTICLE III - COMMITTEES OF THE BOARD

Section 1.  Regular Committees.

     The Board may, pursuant to a resolution or resolutions adopted by an
affirmative vote of a majority of the Whole Board, designate one or more
committees of the Board. The members of each such committee shall consist of
such directors (but only such directors) designated by the Board, pursuant to a
resolution or resolutions adopted by an affirmative vote of a majority of the
Whole Board. The Board may, pursuant to a resolution or resolutions adopted by
an affirmative vote of a majority of the Whole Board, designate one or more
directors as alternate members of any committee who may replace any absent or
disqualified member of any committee at any meeting of such committee. Any
vacancy on any committee resulting from death, resignation or any other event or
circumstance, which is not filled by an alternate member, 


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shall be filled by the Board, pursuant to a resolution or resolutions adopted by
an affirmative vote of a majority of the Whole Board. Directors elected to fill
such vacancies shall hold office for the balance of the terms of the members
whose vacancies are so filled. Each committee will report its actions in the
interim between meetings of the Board at the next meeting of the Board or as
otherwise directed by the Board.

Section 2.  Regular Committee Powers.

     Any committee of the Board, to the extent (but only to the extent) provided
in a resolution or resolutions adopted by the affirmative vote of a majority of
the Whole Board, (i) shall have and may exercise all of the powers and authority
of the Board and do all of the lawful acts and things which may be done by the
Board in the management of the business and affairs of the Corporation and (ii)
may authorize the seal of the Corporation to be affixed to all papers which may
require it; provided, however, that no such committee shall have the power or
authority to: amend the Certificate of Incorporation; adopt an agreement of
merger or consolidation; recommend to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets;
recommend to the stockholders a dissolution of the Corporation or a revocation
of a dissolution of the Corporation; except as otherwise provided in the
Certificate of Incorporation, call a meeting of stockholders; amend or repeal
these By-Laws or adopt new By-Laws; or, unless the Certificate of Incorporation,
these By-Laws or resolutions adopted by the affirmative vote of a majority of
the Whole Board shall expressly so provide, declare a dividend, authorize the
issuance of shares of capital stock of the Corporation or adopt a certificate of
ownership and merger.

Section 3.  Advisory Committees.

     The Board or a committee of the Board may designate one or more advisory
committees to report to the Board or a committee of the Board. Each such
advisory committee shall consist of one or more individuals designated by the
Board or the committee of the Board which designated such advisory committee.
Such individuals are not required to be directors. The Board may designate one
or more individuals as alternate members of any advisory committee who may
replace any absent or disqualified member of any advisory committee at any
meeting of such committee. Any absence of any member of any advisory committee
or vacancy on any advisory committee resulting from death, resignation or any
other event or circumstance, which is not filled by an alternate member, shall
be filled only by the Board or the committee of the Board which designated such
advisory committee. Individuals elected to fill such vacancies shall hold office
for the balance of the terms of the members whose vacancies are so filled. Each
advisory committee will report its actions in the interim between meetings of
the Board or the committee of the Board which designated such advisory committee
at the next meeting of the Board or the committee of the Board which designated
such advisory committee or as otherwise directed by the Board or the committee
of the Board which designated such advisory committee. An advisory committee
shall have none of the powers or authority of the Board or any committee of the
Board.


                                      -11-
<PAGE>


Section 4.  Procedures.

     Unless otherwise expressly authorized by the Board, in the resolution or
resolutions designating such committee or advisory committee, the members of
committees or advisory committees shall act only as a committee and the
individual members shall have no power as such. Any member of any committee or
advisory committee may be removed as such at any time as (but only as) provided
in the resolution or resolutions designating such committee or advisory
committee. The presence, at any meeting thereof, of a majority of the total
number of members which a committee or advisory committee would have if there
were no vacancies thereon shall be required in order to constitute a quorum for
the transaction of business at such meeting. The term of office of each member
of any committee or advisory committee shall commence at the time of his due
election and qualification and shall continue until his successor shall have
been duly elected or until his earlier death, resignation or removal. Except as
otherwise provided in this Article III or in the resolution or resolutions
designating such committee or advisory committee and except for the reference to
presiding at meetings of stockholders in Section 6(a) of Article II hereof,
Sections 4, 5, 6, 7 and 8 of Article II hereof shall apply to committees and
advisory committees and members thereof as if references therein to the Board
and directors were references to such committees and members, respectively.

                              ARTICLE IV - OFFICERS

Section 1.  Officers.

     The officers of the Corporation shall be a President, one or more Vice
Presidents (one or more of whom may be designated as an Executive Vice President
or a Senior Vice President), a Secretary and a Treasurer. The officers shall be
elected at any time and from time to time by the Board. The Board may also elect
or appoint, in accordance with Section 6 of this Article, such other officers as
it may at any time and from time to time determine. Any of such offices may be
held by the same person.

Section 2.  President.

     The President shall be the chief executive officer of the Corporation and
shall, subject to the control of the Board, have general supervision over and
general charge for the business of the Corporation. The President shall see that
all orders of the Board are carried into effect. The President shall, generally,
perform such duties as may from time to time be assigned to him by these By-Laws
or by the Board and is authorized to enter into contracts and execute and
deliver instruments on behalf of the Corporation in the ordinary course of its
business without specific approval of the Board.

Section 3.  Vice Presidents.

     Each Vice President shall, subject to the control of the Board, perform all
duties as may from time to time be assigned to him by the Board, the President
or these By-Laws. In case of the absence of the President, any Vice President
designated by the Board shall perform the duties of the President with all of
the powers of, and subject to all of the restrictions upon, the President.


                                      -12-
<PAGE>


Section 4.  Treasurer.

     The Treasurer shall, subject to the control of the Board, have charge and
custody of and be responsible for all of the funds and securities of the
Corporation, keep full and accurate accounts of assets, liabilities, receipts,
disbursements and other transactions of the Corporation in books belonging to
the Corporation, cause regular audits of such books to be made and deposit all
moneys and other valuable effects in the name of and to the credit of the
Corporation in such banks or other depositories as may be designated by the
Board. The Treasurer shall, subject to the control of the Board, disburse the
funds of the Corporation as ordered by the Board or the other officers of the
Corporation in accordance with these By-Laws, taking proper vouchers for such
disbursements, and shall render to the President and to the Board at its
meetings or whenever he or it may require a statement of all his transactions as
treasurer and an account of the financial condition of the Corporation. In
general, the Treasurer shall, subject to the control of the Board, perform all
of the duties incident to the office of treasurer and such other duties as may
from time to time be assigned to him by the Board, the President or these
By-Laws.

Section 5.  Secretary.

     The Secretary shall, subject to the control of the Board, act as secretary
of, and keep the minutes of, the proceedings of the Board and the stockholders
in books belonging to the Corporation, give or cause to be given notice of all
meetings of stockholders and directors as required by these By-Laws, be
custodian of the seal of the Corporation, affix the seal, or cause it to be
affixed, to all certificates for shares of capital stock of the Corporation and
to all documents the execution of which on behalf of the Corporation under its
seal shall have been specifically or generally authorized by the Board, have
charge of the stock records of the Corporation and of the other books, records
and papers of the Corporation relating to its organization as a corporation and
see that the reports, statements and other documents required by law relating to
the maintenance of the existence, qualifications and franchises of the
Corporation as a corporation are properly kept or filed. The Secretary shall,
subject to the control of the Board, generally perform all of the duties
incident to the office of secretary and such other duties as may from time to
time be assigned to him by the Board, the President or these By-Laws.

Section 6.  Additional Officers.

     The Board may from time to time elect or appoint such other officers
(including, without limitation, assistant officers), employees, agents,
consultants, representatives and advisors of the Corporation as the Board may
deem proper, each of whom shall hold office for such period, have such authority
and perform such duties as the Board or the President pursuant to authority
delegated to him by the Board may from time to time determine.

Section 7.  Removal.

     Any officer, employee, agent, consultant, representative or advisor of the
Corporation may be removed at any time by the Board or by the President pursuant
to authority delegated to him by the Board, except that an officer of the
Corporation may be removed or replaced, directly or indirectly (including,
without limitation, removal or replacement effected by


                                      -13-
<PAGE>


reason of election and qualification of a successor, demotion, relocation,
failure to re-elect or diminution in duties or compensation), pursuant to (but
only pursuant to) a resolution or resolutions adopted by the affirmative vote of
a majority of the Whole Board (excluding, if such officer is also a director,
such director).

Section 8.  Resignations.

     Any officer may resign from his office at any time by giving written notice
of his resignation to the Board, the President or the Secretary. The resignation
of any officer shall take effect at the time of receipt of such notice by the
Board, the President or the Secretary, as the case may be, 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. No such
resignation shall affect any rights which the Corporation may have under any
agreement with such officer.

Section 9.  Giving of Bond by Officers.

     All officers of the Corporation, if required to do so by the Board, shall
furnish bonds to the Corporation for the faithful performance of their duties
subject to such penalties and with such conditions and security as the Board may
from time to time require. All expenses of any such bond shall be paid by the
Corporation.

Section 10.  Compensation of Officers.

     Compensation of officers of the Corporation may be fixed from time to time
by the Board or, in the case of officers other than the President, by the
President pursuant to authority delegated to him by the Board.

Section 11.  Term of Office.

     Subject to Section 7 of this Article IV, the term of office of each officer
shall commence at the time of his election and qualification and shall continue
until his successor shall have been duly elected and qualified or his earlier
death, resignation or removal.

Section 12.  Voting Stock Held by Corporation.

     Except as otherwise determined from time to time by the Board, the
President shall have full power and authority in the name and on behalf of the
Corporation to attend, act and vote at any meeting of stockholders, partners or
owners of any corporation, partnership or other entity in which the Corporation
may hold stock, a partnership interest or another ownership interest and at any
such meeting shall possess and may exercise any and all rights and powers
incident to the ownership of such stock or interest which, as the owner thereof,
the Corporation might have possessed and exercised. The Board may from time to
time confer like powers upon any other person or persons and the President may
delegate his powers hereunder to any other officer of the Corporation.


                                      -14-
<PAGE>


                           ARTICLE V - INDEMNIFICATION

Section 1.  Indemnification.

     (a) Each person who is or was made a party or is threatened to be made a
party to, or is or was involved in, any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he, or a person of whom he is the legal representative, is or was
a director, officer, employee or, pursuant to a resolution or resolutions
adopted by the affirmative vote of a majority of the Board, agent of the
Corporation or a subsidiary of the Corporation or is or was serving at the
request of the Corporation as a director, officer, partner, member, employee,
agent or trustee of another corporation (other than a subsidiary of the
Corporation) or of a partnership, joint venture, trust or other enterprise,
including an employee benefit plan, whether the basis of such proceeding is
alleged action in an official capacity as an officer or director or in any other
capacity while so serving, shall be indemnified by the Corporation for and held
harmless by the Corporation from and against, to the fullest extent authorized
by the Law, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader or greater rights to indemnification than the Law
prior to such amendment permitted the Corporation to provide), all expenses,
liabilities and losses (including attorneys' fees, judgments, fines, excise
taxes, penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith; provided, however,
that except as provided herein with respect to proceedings seeking to enforce
rights to indemnification, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board. Such right to indemnification shall continue as to a
person who has ceased to be such an officer, director, partner, member,
employee, agent or trustee and shall inure to the benefit of his or her heirs,
executors and administrators. Such right to indemnification shall be a contract
right and shall include the right of a director, officer, partner, member,
employee, agent or trustee to be paid the expenses (including costs and
attorneys' fees and disbursements) incurred in defending a proceeding in advance
of its final disposition to the fullest extent authorized by the Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader or greater rights to indemnification than the Law prior to such
amendment permitted the Corporation to provide); provided, however, that, if the
Law requires, the payment of such expenses incurred by a director or officer of
the Corporation in his capacity as a director or officer of the Corporation (and
not in any other capacity in which service was or is rendered by such person
while a director or officer of the Corporation, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Article or otherwise. Such right to
indemnification and to the payment of expenses may be granted to any other
employee or agent of the Corporation or its subsidiaries if, and to the extent,
authorized by the Board.

     (b) If a claim under this Article is not paid in full by the Corporation
within thirty (30) days after a written demand therefor has been received by the
Corporation, the 


                                      -15-
<PAGE>


claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall also be entitled to be paid the expense of prosecuting such
suit. It shall be a defense to any such suit (other than a suit brought to
enforce a claim for expenses incurred in defending a proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Law for the Corporation to indemnify
the claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the Corporation (including
the Board, independent legal counsel to the Corporation or the stockholders) to
have made a determination prior to the commencement of such suit that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the Law nor an actual
determination by the Corporation (including the Board, independent legal counsel
to the Corporation or the stockholders) that the claimant has not met such
applicable standard of conduct shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

Section 2.  Indemnification Not Exclusive.

     The indemnification of or the payment of expenses for any person under this
Article, or the right of any person to indemnification or payment of expenses
under this Article, shall not limit or restrict in any way the power of the
Corporation to indemnify or pay expenses for such person in any other manner
permitted by law or be deemed exclusive of, or invalidate, any other right which
such person may have or acquire under any law, agreement, vote of stockholders
or disinterested directors, or otherwise. The Corporation has the right to enter
into indemnification contracts or otherwise arrange for indemnification of
persons under this Article that may be broader than the indemnifications
provided for herein.

Section 3.  Successors.

     The right of any person to indemnification and payment of expenses under
this Article shall continue as to a person after such person shall have ceased
to be such an officer, director, partner, member, employee, agent or trustee,
shall inure to the benefit of the heirs, distributees, executors, administrators
and other legal representatives of such person, shall survive and not be
adversely affected by any modification or repeal of this Article with respect to
any claim or proceeding which arose or transaction, matter, event or condition
which occurred or existed before such modification or repeal and shall be
binding upon all successors of the Corporation.

Section 4.  Insurance.

     The Corporation may purchase and maintain insurance on behalf of any person
who is or was such an officer, director, partner, member, employee, agent or
trustee against any expense, liability or loss asserted against such person as
such an officer, director, partner, member, employee, agent or trustee or
arising out of such person's status as such an officer, director, partner,
member, employee, agent or trustee, whether or not the Corporation would


                                      -16-
<PAGE>


have the power to indemnify such person against such expense, liability or loss
under the provisions of this Article or applicable law.

Section 5.  Definition of Certain Terms.

     (a) For purposes of this Article, references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, fiduciary, employee or agent of the Corporation
which imposes duties on, or involves services by, such director, officer,
fiduciary, employee or agent with respect to an employee benefit plan, its
participants or its beneficiaries.

     (b) For the purposes of this Article and the Law, a person who acted in
good faith and in a manner such person reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interest of the
Corporation."


                      ARTICLE VI - CONTRACTS; BANK ACCOUNTS

Section 1.  Execution of Contracts.

     Except as provided otherwise in these By-Laws, the Board may from time to
time authorize any officer, employee, agent or representative of the
Corporation, in the name and on behalf of the Corporation, to enter into any
contract or execute and deliver any instrument. Such authorization may be
general or confined to specific instances. Unless so authorized by the Board or
these By-Laws, no officer, employee, agent or representative shall have any
power or authority to bind the Corporation by any contract or engagement, to
pledge its credit or to render it pecuniarily liable for any purpose or to any
amount.

Section 2.  Checks; Drafts; Notes.

     All checks, drafts and other orders for the payment of moneys out of the
funds of the Corporation and all notes or other evidences of indebtedness of the
Corporation shall be signed in the name and on behalf of the Corporation in the
manner authorized from time to time by the Board.

Section 3.  Deposits.

     All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in the banks, trust companies or
other depositories selected from time to time by the Board or by an officer,
employee, agent or representative of the Corporation to whom such authority may
from time to time be delegated by the Board. For the purpose of making such a
deposit, any officer, employee, agent or representative to whom authority to
make such a deposit is delegated by the Board may endorse, assign and deliver


                                      -17-
<PAGE>


checks, drafts and other orders for the payment of moneys which are payable to
the order of the Corporation.

                         ARTICLE VII - SHARES; DIVIDENDS

Section 1.  Certificates.

     Every holder of record of a share or shares of capital stock of the
Corporation then outstanding shall be entitled to a duly signed certificate in
proper form certifying that he is the record holder of such share or shares.
Certificates for shares of capital stock and other securities of the Corporation
shall be issued in such forms as the Board may prescribe. Such certificates
shall be signed by the Chairman of the Board, the President or a Vice President
and by the Secretary or the Treasurer. The seal of the Corporation or a
facsimile thereof shall be affixed on such certificates, and such certificates
shall be countersigned and registered in such manner, if any, as the Board may
prescribe. The signatures of the officers upon such certificates may be
facsimiles. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon any certificate shall have ceased
to be such an officer, transfer agent or registrar before such certificate is
issued, such certificate may be issued with the same effect as if he were such
officer, transfer agent or registrar on the date of issuance of such
certificate.

Section 2.  Transfers.

     Transfers of shares of capital stock of the Corporation shall be made on
the records of the Corporation only upon authorization by the record holder of
such shares, in person or by his duly authorized attorney or legal
representative, upon surrender and cancellation of certificates therefor duly
endorsed or accompanied by duly executed stock powers (with such proof of
authenticity of signature as the Corporation or its agent may require) for a
like number of shares, upon payment of all taxes thereon and upon compliance
with any restrictions on transfer thereof. The person in whose name shares of
capital stock of the Corporation stand on the records of the Corporation shall
be deemed the owner of such shares for all purposes as regards the Corporation.
The Board may make such additional rules and regulations and take such action as
it may deem expedient, not inconsistent with the Certificate of Incorporation
and these By-Laws, concerning the issue, transfer and registration of
certificates or the issue of certificates in lieu of certificates claimed to
have been lost, destroyed, stolen or mutilated.

     Notwithstanding the preceding paragraph of this Section, for a period of
180 days from the date of a final prospectus included or incorporated by
reference in a registration statement filed by the Corporation with the
Securities and Exchange Commission relating to a firm commitment underwritten
initial public offering of the Corporation's common stock (the "Restriction
Period"), no shares of the Corporation's common stock held immediately prior to
the date of such final prospectus may be, directly or indirectly, offered for
sale, sold or otherwise disposed of without the prior written consent of the
Board of Directors of the Corporation, whose consent may be withheld for any
reason. A legend to such effect shall be placed on certificates representing the
Corporation's common stock during such Restriction Period. Upon the 


                                      -18-
<PAGE>


conclusion of the Restriction Period, this paragraph shall automatically be
deemed deleted from these By-Laws.

Section 3.  Lost or Destroyed Certificates.

     The Corporation may issue a new certificate for shares of capital stock of
the Corporation in order to replace any certificate theretofore issued by it
alleged to have been lost, stolen or destroyed, and the Corporation may require
the holder of the lost, stolen or destroyed certificate, or his legal
representative, to give to the Corporation a bond or other security to indemnify
it against all losses, liabilities and expenses (including attorney's fees and
expenses) incurred in connection with investigating, defending and settling any
claim that may be made against it on account of the alleged loss, theft or
destruction of such certificate or the issuance of such new certificate.

Section 4.  Fractions of a Share.

     The Corporation shall have the authority to issue (but shall not be
obligated, under these By-Laws, to issue) fractions of a share of any class or
series of capital stock of the Corporation. In lieu of issuing a fraction of a
share of any class or series of capital stock of the Corporation, the
Corporation may (i) make such payments as may be determined using such equitable
method as the officer of the Corporation may select and/or (ii) issue that
number of whole shares of such class or series of capital stock of the
Corporation as may be determined using such equitable method for rounding
fractions to integers as the officers of the Corporation may select, as the
Board may determine or the Certificate of Incorporation may require.

Section 5.  Dividends.

     Subject to the provisions of the Certificate of Incorporation and to the
extent permitted by the Law, the Board may declare dividends on shares of any
class or series of capital stock of the Corporation at such times and in such
amounts as, in its opinion, the conditions of the business of the Corporation
render advisable. Before payment of any dividend or making any distribution of
profits, the Board may set aside out of the surplus or net profits of the
Corporation such sum or sums as the Board may from time to time, in its absolute
discretion, deem proper as a reserve fund to meet contingencies or for
equalizing dividends, for repairing or maintaining any property of the
Corporation or for such other purposes as the Board may from time to time deem
to be in the best interests of the Corporation.

                          ARTICLE VIII - CORPORATE SEAL

     The Board may adopt a corporate seal of the Corporation which shall be in
such form as the Board may from time to time determine. When authorized by these
By-Laws or by the Board, a facsimile of the corporate seal may be affixed in
lieu of the corporate seal.

                            ARTICLE IX - FISCAL YEAR

                  The fiscal year of the Corporation shall be fixed from time to
time by the Board.


                                      -19-
<PAGE>


                             ARTICLE X - AMENDMENTS

                  These By-Laws, in whole or in part, may be amended or repealed
and new By-Laws, in whole or in part, may be adopted as (but only as) provided
in the Certificate of Incorporation.