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                                                                     EXHIBIT 3.2

                         eMed Technologies Corporation

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                                    BY-LAWS

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                                   ARTICLE 1

                           MEETINGS OF STOCKHOLDERS

     Section 1.  Place of Meetings.  All meetings of the stockholders shall be
                 -----------------
held at such place within or without the State of Delaware as may be fixed from
time to time by the board of directors or the chief executive officer, or if not
so designated, at the registered office of the corporation.

     Section 2.  Annual Meeting.  Annual meetings of stockholders shall be held
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on the 1st Monday in May in each year if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 a.m., or at such other
date and time as shall be designated from time to time by the board of directors
or the chief executive officer, at which meeting the stockholders shall elect by
a plurality vote a board of directors and shall transact such other business as
may properly be brought before the meeting.  If no annual meeting is held in
accordance with the foregoing provisions, the board of directors shall cause the
meeting to be held as soon thereafter as convenient, which meeting shall be
designated a special meeting in lieu of annual meeting.

     Section 3.  Special Meetings.  Special meetings of the stockholders, for
                 ----------------
any purpose or purposes, may, unless otherwise prescribed by statute or by the
certificate of incorporation, be called by the board of directors, the chairman
of the board of directors or the chief executive officer and shall be called by
the chief executive officer or secretary at the request in writing of a majority
of the members of the board of directors, or at the request in writing of
stockholders owning at least 20% in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote, provided that a special
meeting called at the request of stockholders shall be held not sooner than 90
days after delivery of a request otherwise complying with this Section.  Such
request shall state the purpose or purposes of the proposed meeting.  Business
transacted at any special meeting shall be limited to matters relating to the
purpose or purposes stated in the notice of meeting.

     Section 4.  Notice of Meetings.  Except as otherwise provided by law,
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written notice of each meeting of stockholders, annual or special, stating the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is
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called, shall be given not less than ten or more than sixty days before the date
of the meeting, to each stockholder entitled to vote at such meeting.

     Section 5.  Voting List.  The officer who has charge of the stock ledger
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of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city or town where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     Section 6.  Quorum.  The holders of a majority in amount of the stock
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issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
statute, the certificate of incorporation or these by-laws. Where a separate
vote by a class or classes is required, a majority of the outstanding shares of
such class or classes, present or in person or represented by proxy, shall
constitute a quorum entitled to take action with respect to that vote on that
matter.

     Section 7.  Adjournments.  Any meeting of stockholders may be adjourned
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from time to time to any other time and to any other place at which a meeting of
stockholders may be held under these by-laws, which time and place shall be
announced at the meeting, by a majority of the stockholders present in person or
represented by proxy at the meeting and entitled to vote, though less than a
quorum, or, if no stockholder is present or represented by proxy, by any officer
entitled to preside at or to act as secretary of such meeting, without notice
other than announcement at the meeting, until a quorum shall be present or
represented.  At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the original meeting.  If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

     Section 8.  Action at Meetings.  When a quorum is present at any meeting,
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the vote of holders of capital stock of the corporation representing a majority
in voting power of the stock present in person or by proxy and entitled to vote
on the matter shall decide any matter brought before such meeting, unless the
matter is one upon which by express provision of law, the certificate of
incorporation or these by-laws, a different vote is required, in which case such
express provision shall govern and control the decision of such matter.

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     Section 9.  Voting and Proxies.  Unless otherwise provided in the
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certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote for each share of capital stock having
voting power held of record by such stockholder.  Each stockholder entitled to
vote at a meeting of stockholders, or to express consent or dissent to corporate
action in writing without a meeting, may authorize another person or persons to
act for him by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period.

     Section 10. Action Without Meeting.  Unless otherwise provided in the
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certificate of incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be (1) signed and dated by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and (2) delivered to the
corporation within sixty days of the earliest dated consent by delivery to its
registered office in the State of Delaware (in which case delivery shall be by
hand or by certified or registered mail, return receipt requested), its
principal place of business, or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded.  Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent be given to those stockholders who have
not consented in writing.

     Section 11. Annual Meetings.  At an annual meeting of the stockholders,
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only such business shall be conducted as shall have been properly brought before
the meeting as (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of directors, (b) otherwise
properly brought before the meeting by or at the direction of the board of
directors, or (c) otherwise properly brought before the meeting by a stockholder
by the stockholder giving timely notice thereof in writing to the secretary of
the corporation. To be timely, a stockholder's notice must be received at the
principal executive offices of the corporation: (1) not less than 60 days in
advance of such meeting if such meeting is to be held on a day which is within
30 days preceding the anniversary of the previous year's annual meeting or 90
days in advance of such meeting if such meeting is to be held on or after the
anniversary of the previous year's annual meeting; and (2) with respect to any
other annual meeting of stockholders, on or before the close of business on the
15th day following the earliest date of public disclosure of the date of such
meeting. For purposes of this section, the date of public disclosure of a
meeting shall include, but not be limited to, the date on which disclosure of
the date of the meeting is made in a press release reported by the Dow Jones
News Services, Associated Press or a comparable national news service, or in a
document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) (or the rules and regulations
thereunder) of the Securities Exchange Act of 1934, as amended. A stockholder's
notice to the secretary shall set forth as

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to each matter the stockholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (b)
the name, age and business and residential address, as they appear on the
corporation's records, of the stockholder proposing such business, (c) the class
and number of shares of the corporation which are beneficially owned by the
stockholder, and (d) any material interest of the stockholder in such business.
Notwithstanding anything in the by-laws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth herein. The chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions hereof and if the
chairman should so determine, the chairman shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted.

     Nominations.  Subject to the rights of any class or series of stock having
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a preference over the common stock as to dividends or upon liquidation to elect
directors under specified circumstances, nominations for the election of
directors may be made by the board of directors or a committee appointed by the
board of directors or by any stockholder entitled to vote in the election of
directors generally.  However, any stockholder entitled to vote in the election
of directors generally may nominate one or more persons for election as director
at a meeting only if timely written notice of such stockholder's intent to make
such nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the secretary of the corporation.  To be
timely, a stockholder's notice must be received at the principal executive
offices of the corporation:  (1) not less than 60 days in advance of such
meeting if such meeting is to be held on a day which is within 30 days preceding
the anniversary of the previous year's annual meeting or 90 days in advance of
such meeting if such meeting is to be held on or after the anniversary of the
previous year's annual meeting; and (2) with respect to any other annual meeting
of stockholders, on or before the close of business on the 15th day following
the earliest date of public disclosure of the date of such meeting.  For
purposes of this section, the date of public disclosure of a meeting shall
include, but not be limited to, the date on which disclosure of the date of the
meeting is made in a press release reported by the Dow Jones News Services,
Associated Press or a comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) (or the rules and regulations thereunder) of the
Securities Exchange Act of 1934, as amended.  Each such notice shall set forth:
(a) the name, age and business and residential address of the stockholder who
intends to make the nomination and of the person or persons to be nominated; (b)
a representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by the
stockholder; (d) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the board of directors;
and (e)

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the written consent of each nominee to serve as a director of the corporation if
so elected. The chairman of the meeting shall refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedures.

     Section 12. Inspectors.  The directors or the person presiding at the
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meeting may, and shall if required by applicable law, appoint one or more
inspectors of election and any substitute inspectors to act at the meeting or
any adjournment thereof. Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors, if any, shall determine the number of shares of
stock outstanding and the voting power of each, the shares of stock represented
at the meeting, the existence of a quorum, the validity and effect of proxies,
and shall receive votes, ballots or consents, hear and determine all challenges
and questions arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the person presiding at the 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.

                                   ARTICLE 2

                                   DIRECTORS

     Section 1.  Number, Election, Tenure and Qualification.  The number of
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directors which shall constitute the whole board shall be not less than one.
Within such limit, the number of directors shall be determined by resolution of
the board of directors or by the stockholders at the annual meeting or at any
special meeting of stockholders. Except as otherwise provided in the Restated
Certificate of Incorporation, the directors shall be classified, with respect to
the time for which they severally hold office, into three classes, as nearly
equal in number as possible. One class shall originally serve for a term
expiring a the annual meeting of stockholders to be held in 2000, another class
shall originally serve for a term expiring at the annual meeting of stockholders
to be held in 2001, and another class shall originally serve for a term expiring
at the annual meeting of stockholders to be held in 2002, with each member of
each class to hold office until a successor is elected and qualified, or until a
director's earlier removal or resignation. At each annual meeting of
stockholders of the Company and except as otherwise provided in this Restated
Certificate of Incorporation, the successors of the class of directors whose
term expires at that meeting shall be elected to hold office for a term of three
years. Directors need not be stockholders.

     Section 2.  Enlargement.  The number of the board of directors may be
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increased at any time by vote of a majority of the directors then in office.

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     Section 3.  Vacancies.  Vacancies and newly created directorships
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resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. In the
event of a vacancy in the board of directors, the remaining directors, except as
otherwise provided by law or these by-laws, may exercise the powers of the full
board until the vacancy is filled.

     Section 4.  Resignation and Removal.  Any director may resign at any time
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upon written notice to the corporation at its principal place of business or to
the chief executive officer or secretary. Such resignation shall be effective
upon receipt unless it is specified to be effective at some other time or upon
the happening of some other event. Any director or the entire board of directors
may be removed, only with cause, by the holders of two-thirds of the shares then
entitled to vote at an action of directors, unless otherwise specified by law or
the certificate of incorporation.

     Section 5.  General Powers.  The business and affairs of the corporation
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shall be managed by its board of directors, which may exercise all powers of the
corporation and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.

     Section 6.  Chairman of the Board.  If the board of directors appoints a
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chairman of the board, he shall, when present, preside at all meetings of the
board of directors.  He shall perform such duties and possess such powers as are
customarily vested in the office of the chairman of the board or as may be
vested in him by the board of directors.

     Section 7.  Place of Meetings.  The board of directors may hold meetings,
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both regular and special, either within or without the State of Delaware.

     Section 8.  Regular Meetings.  Regular meetings of the board of directors
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may be held without notice at such time and at such place as shall from time to
time be determined by the board; provided that any director who is absent when
such a determination is made shall be given prompt notice of such determination.
A regular meeting of the board of directors may be held without notice
immediately after and at the same place as the annual meeting of stockholders.

     Section 9.  Special Meetings.  Special meetings of the board may be called
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by the chief executive officer, secretary, chairman, three or more directors or
by one director in the event that there is only one director in office. Two
days' notice to each director, either personally or by telegram, cable,
telecopy, commercial delivery service, telex or similar means sent to his
business or home address, or by mail upon receipt, shall be given to each
director

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by the secretary or by the officer or one of the directors calling the meeting.
A notice or waiver of notice of a meeting of the board of directors need not
specify the purposes of the meeting.

     Section 10.  Quorum, Action at Meeting, Adjournments. At all meetings of
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the board a majority of directors then in office shall constitute a quorum for
the transaction of business and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by law or by the
certificate of incorporation. If a quorum shall not be present at any meeting of
the board of directors, a majority of the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     Section 11.  Action by Consent.  Unless otherwise restricted by the
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certificate of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if all members of the board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the board or committee.

     Section 12.  Telephonic Meetings.  Unless otherwise restricted by the
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certificate of incorporation or these by-laws, members of the board of directors
or of any committee thereof may participate in a meeting of the board of
directors or of any committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

     Section 13.  Committees.  The board of directors may, by resolution passed
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by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in subsection (a) of Section 151 of the General Corporation Law of
the State of Delaware, fix the designations and any of the preferences or rights
of such shares relating to dividends, redemption, dissolution, any distribution
of assets of the corporation, or the conversion into, or the exchange of such
shares for, shares of any other class or series or any other series of the same
or any other class or classes of any other stock of the corporation or

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fix the number of shares of any series of stock or authorize the increase or
decrease of the shares of any series), adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the bylaws of the corporation; and, unless the
resolution designating such committee or the certificate of incorporation
expressly so provide, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors. Each committee shall keep
regular minutes of its meetings and make such reports to the board of directors
as the board of directors may request. Except as the board of directors may
otherwise determine, any committee may make rules for the conduct of its
business, but unless otherwise provided by the directors or in such rules, its
business shall be conducted as nearly as possible in the same manner as is
provided in these by-laws for the conduct of its business by the board of
directors.

     Section 14.  Compensation.  Unless otherwise restricted by the certificate
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of incorporation or these by-laws, the board of directors shall have the
authority to fix from time to time the compensation of directors. The directors
may be paid their expenses, if any, of attendance at each meeting of the board
of directors and the performance of their responsibilities as directors and may
be paid a fixed sum for attendance at each meeting of the board of directors
and/or a stated salary as director. No such payment shall preclude any director
from serving the corporation or its parent or subsidiary corporations in any
other capacity and receiving compensation therefor. The board of directors may
also allow compensation for members of special or standing committees for
service on such committees.

                                   ARTICLE 3

                                   OFFICERS

     Section 1.  Enumeration.  The officers of the corporation shall be chosen
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by the board of directors and shall be a president, a secretary and a treasurer
and such other officers with such titles, terms of office and duties as the
board of directors may from time to time determine, including a chairman of the
board, one or more vice-presidents, and one or more assistant secretaries and
assistant treasurers. If authorized by resolution of the board of directors, the
chief executive officer may be empowered to appoint from time to time assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless the certificate of incorporation or these by-laws otherwise
provide.

     Section 2.  Election.  The board of directors at its first meeting after
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each annual meeting of stockholders shall choose a president, a secretary and a
treasurer.  Other officers

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may be appointed by the board of directors at such meeting, at any other
meeting, or by written consent.

     Section 3.  Tenure. The officers of the corporation shall hold office until
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its successors are chosen and qualify, unless a different term is specified in
the vote choosing or appointing him, or until his earlier death, resignation or
removal. Any officer elected or appointed by the board of directors or by the
chief executive officer may be removed at any time by the affirmative vote of a
majority of the board of directors or a committee duly authorized to do so,
except that any officer appointed by the chief executive officer may also be
removed at any time by the chief executive officer. Any vacancy occurring in any
office of the corporation may be filled by the board of directors, at its
discretion. Any officer may resign by delivering his handwritten resignation to
the corporation at its principal place of business or to the chief executive
officer or the secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.

     Section 4.  President.  The president shall be the chief operating officer
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of the corporation. He shall also be the chief executive officer unless the
board of directors otherwise provides. The president shall, unless the board of
directors provides otherwise in a specific instance or generally, preside at all
meetings of the stockholders and, in the chairman's absence, the board of
directors, have general and active management of the business of the corporation
and see that all orders and resolutions of the board of directors are carried
into effect. The president shall execute bonds, mortgages, and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

     Section 5.  Vice-Presidents.  In the absence of the president or in the
                 ---------------
event of his inability or refusal to act, the vice-president, or if there be
more than one vice-president, the vice-presidents in the order designated by the
board of directors or the chief executive officer (or in the absence of any
designation, then in the order determined by their tenure in office) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. The vice-
presidents shall perform such other duties and have such other powers as the
board of directors or the chief executive officer may from time to time
prescribe.

     Section 6.  Secretary.  The secretary shall have such powers and perform
                 ---------
such duties as are incident to the office of secretary. He shall maintain a
stock ledger and prepare lists of stockholders and their addresses as required
and shall be the custodian of corporate records. The secretary shall attend all
meetings of the board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and of the board
of directors in a book to be for that purpose and shall perform like duties for
the

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standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be from time to time
prescribed by the board of directors or chief executive officer, under whose
supervision he shall be. He shall have custody of the corporate seal of the
corporation and he, or an assistant secretary, shall have authority to affix the
same to any instrument requiring it and when so affixed, it may be attested by
his signature or by the signature of such assistant secretary. The board of
directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.


     Section 7.  Assistant Secretaries.  The assistant secretary, or if there be
                 ---------------------
more than one, the assistant secretaries in the order determined by the board of
directors, the chief executive officer or the secretary (or if there be no such
determination, then in the order determined by their tenure in office), shall,
in the absence of the secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors,
the chief executive officer or the secretary may from time to time prescribe. In
the absence of the secretary or any assistant secretary at any meeting of
stockholders or directors, the person presiding at the meeting shall designate a
temporary or acting secretary to keep a record of the meeting.

     Section 8.  Treasurer.  The treasurer shall perform such duties and shall
                 ---------
have such powers as may be assigned to him by the board of directors or the
chief executive officer. In addition, the treasurer shall perform such duties
and have such powers as are incident to the office of treasurer. The treasurer
shall have the custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors. He shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the chief executive officer and the board of
directors, when the chief executive officer, chairman or board of directors so
requires, an account of all his transactions as treasurer and of the financial
condition of the corporation.

     Section 9.  Assistant Treasurers.  The assistant treasurer, or if there
                 --------------------
shall be more than one, the assistant treasurers in the order determined by the
board of directors, the chief executive officer or the treasurer (or if there be
no such determination, then in the order determined by their tenure in office),
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors, the chief executive officer or the treasurer may from time to time
prescribe.

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     Section 10.  Bond.  If required by the board of directors, any officer
                  ----
shall give the corporation a bond in such sum and with such surety or sureties
and upon such terms and conditions as shall be satisfactory to the board of
directors, including without limitation a bond for the faithful performance of
the duties of his office and for the restoration to the corporation of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control and belonging to the corporation.

                                  ARTICLE IV

                                    NOTICES

     Section 1.  Delivery.  Whenever, under the provisions of or of the
                 --------
certificate of incorporation or these by-laws, written notice is required to be
given to any director or stockholder, such notice may be given by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Unless written notice by mail is required by law, written notice
may also be given by telegram, cable, telecopy, commercial delivery service,
telex or similar means, addressed to such director or stockholder at his address
as it appears on the records of the corporation, in which case such notice shall
be deemed to be given when delivered into the control of the persons charged
with effecting such transmission, the transmission charge to be paid by the
corporation or the person sending such notice and not by the addressee. Oral
notice or other in-hand delivery (in person or by telephone) shall be deemed
given at the time it is actually given.

     Section 2.  Waiver of Notice.  Whenever any notice is required to be given
                 ----------------
under the provisions of law or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                   ARTICLE V

                                INDEMNIFICATION

     Section 1.  Actions other than by or in the Right of the Corporation. The
                 --------------------------------------------------------
corporation shall indemnify any person who was threatened or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement

                                      -11-
<PAGE>

actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceedings, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
                                                           ---- ----------
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful. Notwithstanding the foregoing, the corporation shall not indemnify
any agent of the corporation in any action, suit or proceeding arising from such
agent's own negligence.

     Section 2.  Actions by or in the Right of the Corporation.  The corporation
                 ---------------------------------------------
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless and only to the
extent that the Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery of the State of Delaware or such other court shall
deem proper.

     Section 3.  Success on the Merits.  To the extent that any person described
                 ---------------------
in Section 1 or 2 of this Article V has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in said
Sections, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     Section 4.  Specific Authorization.  Any indemnification under Section 1 or
                 ----------------------
2 of this Article V (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of any person as described in said Sections is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said Sections. Such determination shall be made (1) by the board of directors by
a majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or even
if obtainable a quorum of

                                      -12-
<PAGE>

disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders of the corporation.

     Section 5.  Advance Payment.  Expenses incurred in defending a civil or
                 ---------------
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of any person described in said Section to repay
such amount if it shall ultimately be determined that he is not entitled to
indemnification by the corporation as authorized in this Article V.

     Section 6.  Non-Exclusivity.  The indemnification and advancement of
                 ---------------
expenses provided by, or granted pursuant to, the other Sections of this Article
V shall not be deemed exclusive of any other rights to which those provided
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.

     Section 7.  Insurance.  The board of directors may authorize the
                 ---------
corporation to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article V.

     Section 8.  Continuation of Indemnification and Advancement of Expenses.
                 -----------------------------------------------------------
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article V shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     Section 9.  Severability.  If any word, clause or provision of this Article
                 ------------
V or any award made hereunder shall for any reason be determined to be invalid,
the provisions hereof shall not otherwise be affected thereby but shall remain
in full force and effect.

     Section 10.  Intent of Article.  The intent of this Article V is to provide
                  -----------------
for indemnification and advancement of expenses to the fullest extent permitted
by Section 145 of the General Corporation Law of Delaware. To the extent that
such Section or any successor section may be amended or supplemented from time
to time, this Article V shall be amended automatically and construed so as to
permit indemnification and advancement of expenses to the fullest extent from
time to time permitted by law.

                                      -13-
<PAGE>

                                  ARTICLE VI


                                 CAPITAL STOCK

     Section 1.  Certificates of Stock.  Every holder of stock in the
                 ---------------------
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the chairman or vice-chairman of the board of directors,
or the president or a vice-president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation. Any or all of
the signatures on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue. Certificates may be issued for partly paid
shares and in such case upon the face or back of the certificates issued to
represent any such partly paid shares, the total amount of the consideration to
be paid therefor, and the amount paid thereon shall be specified.

     Section 2.  Lost Certificates.  The board of directors may direct a new
                 -----------------
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed.  When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give
reasonable evidence of such loss, theft or destruction, to advertise the same in
such manner as it be required and/or to give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged have been lost, stolen or
destroyed or the issuance of such new certificate.

     Section 3.  Transfer of Stock.  Upon surrender to the corporation or the
                 -----------------
transfer agent of the corporation of a certificate for shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and proper evidence of compliance with other conditions to rightful
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     Section 4.  Record Date.  In order that the corporation may determine the
                 -----------
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
shall not precede the date upon which the resolution fixing the record date is
adopted by the board of directors, and which shall not be more than sixty days
nor less then ten days before the date of such meeting.  A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.
If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of

                                      -14-
<PAGE>

stockholders shall be at the close of business on the day before the day on
which notice is given, or, if notice is waived, at the close of business on the
day before the day on which the meeting is held. In order that the corporation
may determine the stockholders entitled to consent to corporate action in
writing without a meeting, the board of directors may fix a record date, which
shall not precede the date upon which the resolution fixing the record date is
adopted by the board of directors, and which shall not be more than ten days
after the date upon which the resolution fixing the record date is adopted by
the board of directors. If no record date is fixed, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
statute, 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 as
provided under Section 10 of Article I. If no record date is fixed and prior
action by the board of directors is required, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the board of
directors adopts the resolution taking such prior action. In order that the
corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the board of directors
may fix a record date, which shall not precede the date upon which the
resolution fixing the record date is adopted, and which shall be not more sixty
days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the board of directors adopts the resolution relating to
such purpose.

     Section 5.  Registered Stockholders.  The corporation shall be entitled to
                 -----------------------
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as a provided by the laws of Delaware.

                                  ARTICLE VII

                             CERTAIN TRANSACTIONS

     Section 1.  Transactions with Interested Parties.  No contract or
                 ------------------------------------
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or office is
present at or participates in the meeting of the board or committee thereof
which authorizes the contract or transaction or solely because his or their
votes are counted for such purpose, if the material

                                      -15-
<PAGE>

facts as to his relationship or interest and as to the contract or transaction
are disclosed or are known to the board of directors or the committee, and:

            (a)  The board or committee in good faith authorizes the contract or
     transaction by the affirmative votes of a majority of the disinterested
     directors, even though the disinterested directors be less than a quorum;
     or

            (b)  The contract or transaction is specifically approved in good
     faith by vote of the stockholders; or

            (c)  The contract or transaction is on terms no less fair as to the
     corporation than those offered by non-affiliated third parties as of the
     time it is authorized, approved or ratified, by the board of directors, a
     committee thereof, or the stockholders.

     Section 2.  Quorum.  Common or interested directors may be counted in
                 ------
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.

                                 ARTICLE VIII

                              GENERAL PROVISIONS

     Section 1.  Dividends.  Dividends upon the capital stock of the
                 ---------
corporation, if any, may be declared by the board of directors at any regular or
special meeting or by written consent, pursuant to law. Dividends may be paid in
cash, in property, or in shares of the capital stock, subject to the provisions
of the certificate of incorporation.

     Section 2.  Reserves.  The directors may set apart out of any funds of the
                 --------
corporation available for dividends a reserve or reserves for any proper purpose
and may abolish any such reserve.

     Section 3.  Checks.  All checks or demands for money and notes of the
                 ------
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

     Section 4.  Fiscal Year.  The fiscal year of the corporation shall be fixed
by resolution of the board of directors.

     Section 5.  Seal.  The board of directors may, by resolution, adopt a
corporate seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the word "Delaware". The seal may
be used by causing it or a facsimile

                                      -16-
<PAGE>

thereof to be impressed or affixed or reproduced or otherwise. The seal may be
altered from time to time by the board of directors.

                                  ARTICLE IX

                                  AMENDMENTS

     These by-laws may be adopted, amended or repealed by vote of a majority of
the directors then in office or by vote of a majority of the voting power of the
stock outstanding and entitled to vote, provided, however, a vote of  66 and
2/3% of the voting power of the stock outstanding and entitled to vote shall be
required for the stockholders to amend Article I, Sections 1, 2, 3, 6, 9, 10 or
11 or Article II, Sections 1, 2, 3, 4 or 10 or this Article IX .  Any by-law,
whether adopted, amended or repealed by the stockholders or directors, may be
amended or reinstated by the stockholders or the directors.

                                      -17-