AMENDED AND RESTATED

                                     BY-LAWS

                                       of

                           PARAGON TRADE BRANDS, INC.

                            (A Delaware Corporation)

                            ------------------------

                                    ARTICLE 1

                                   DEFINITIONS

                  As  used  in  these  By-laws,  unless  the  context  otherwise
 requires, the term:

                  1.1      "Assistant Secretary" means an Assistant Secretary of
the Corporation.

                  1.2      "Assistant Treasurer" means an Assistant Treasurer of
the Corporation.

                  1.3      "Board"   means   the  Board  of  Directors  of   the
Corporation.

                  1.4      "By-laws"   means   the   initial   by-laws   of  the
Corporation, as amended from time to time.

                  1.5      "Certificate  of  Incorporation"  means  the  amended
and  restated  certificate  of  incorporation  of the  Corporation,  as  further
amended, supplemented or restated from time to time.
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                                                                               2


                  1.6      "Chairman"  means  the  Chairman  of  the  Board   of
Directors of the Corporation.

                  1.7      "Corporation" means Paragon Trade Brands, Inc.

                  1.8      "Directors" means directors of the Corporation.

                  1.9      "Entire Board" means all directors of the Corporation
in office,  whether or  not present at a meeting of the Board,  but disregarding
vacancies.

                  1.10     "General   Corporation   Law"   means   the   General
Corporation Law of the State of Delaware, as amended from time to time.

                  1.11     "Office  of  the  Corporation"  means  the  executive
office of  the Corporation,  anything in Section 131 of the General  Corporation
Law to the contrary notwithstanding.

                  1.12     "President" means the President of the Corporation.

                  1.13     "Secretary" means the Secretary of the Corporation.

                  1.14     "Stockholders" means stockholders of the Corporation.

                  1.15     "Treasurer" means the Treasurer of the Corporation.

                  1.16     "Vice  President"  means  a  Vice  President  of  the
Corporation.


                                    ARTICLE 2

                                  STOCKHOLDERS

                  2.1 PLACE OF MEETINGS.  Every meeting of Stockholders shall be
held at the office of the  Corporation  or at such other place within or without
the  State of  Delaware  as shall be  specified  or fixed in the  notice of such
meeting or in the waiver of notice thereof.

                  2.2 ANNUAL MEETING.  A meeting of  Stockholders  shall be held
annually for the election of Directors and the  transaction of other business at
such  hour


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                                                                               3


and on such business day in each year as may be determined by resolution adopted
by affirmative vote of the Entire Board and designated in the notice of meeting.

                  2.3 DEFERRED  MEETING FOR ELECTION OF  DIRECTORS,  ETC. If the
annual meeting of Stockholders for the election of Directors and the transaction
of  other  business  is not  held  on the  date  designated  therefor  or at any
adjournment of a meeting convened on such date, the Board, by resolution adopted
by affirmative  vote of the Entire Board,  shall call a meeting of  Stockholders
for the  election of Directors  and the  transaction  of other  business as soon
thereafter as convenient.

                  2.4 OTHER SPECIAL MEETINGS.  A special meeting of Stockholders
(other than a special meeting for the election of Directors),  unless  otherwise
prescribed by statute, may be called at any time by the Board or by the Chairman
or by the President.  At any special meeting of Stockholders  only such business
may be  transacted  as is related to the purpose or purposes of such meeting set
forth in the notice  thereof  given  pursuant  to  Section  2.6 hereof or in any
waiver of notice thereof given pursuant to Section 2.7 hereof.

                  2.5 FIXING RECORD DATE. For the purpose of (a) determining the
Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders
or any adjournment thereof, (ii) unless otherwise provided in the Certificate of
Incorporation,  to express  consent  to  corporate  action in writing  without a
meeting or (iii) to receive  payment of any  dividend or other  distribution  or
allotment  of any rights,  or entitled to exercise  any rights in respect of any
change,  conversion or exchange of stock;  or (b) any other lawful  action,  the
Board may fix a record  date,  which record date shall not precede the date upon
which the  resolution  fixing the record date was adopted by the Board and which
record date shall not be (x) in the case of clause (a)(i) above, more


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                                                                               4


than sixty nor less than ten days  before the date of such  meeting,  (y) in the
case of clause  (a)(ii)  above,  more than 10 days after the date upon which the
resolution  fixing the record  date was adopted by the Board and (z) in the case
of clause (a)(iii) or (b) above,  more than sixty days prior to such action.  If
no such record date is fixed:

                                    2.5.1   the   record  date  for  determining
         Stockholders  entitled  to  notice  of  or  to  vote  at a  meeting  of
         Stockholders  shall  be at  the  close  of  business  on the  day  next
         preceding the day on which notice is given, or, if notice is waived, at
         the close of  business on the day next  preceding  the day on which the
         meeting is held;

                                    2.5.2   the   record  date  for  determining
         Stockholders entitled to express consent to corporate action in writing
         without a meeting  (unless  otherwise  provided in the  Certificate  of
         Incorporation), when no prior action by the Board is required under the
         General  Corporation  Law,  shall  be the  first  day on which a signed
         written  consent setting forth the action taken or proposed to be taken
         is delivered to the Corporation by delivery to 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  book in  which
         proceedings of meetings of  Stockholders  are recorded;  and when prior
         action by the Board is required under the General  Corporation Law, 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  adopts the  resolution  taking
         such prior action; and

                                    2.5.3    the  record  date  for  determining
         Stockholders  for any purpose  other than those  specified  in Sections
         2.5.1 and 2.5.2 shall be at the
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                                                                               5


         close of business on the day on which the Board  adopts the  resolution
         relating thereto.

When a  determination  of  Stockholders  entitled to notice of or to vote at any
meeting of  Stockholders  has been made as provided in this  Section  2.5,  such
determination  shall apply to any  adjournment  thereof unless the Board fixes a
new record date for the adjourned  meeting.  Delivery made to the  Corporation's
registered  office  in  accordance  with  Section  2.5.2  shall be by hand or by
certified or registered mail, return receipt requested.

                  2.6 NOTICE OF MEETINGS OF  STOCKHOLDERS.  Except as  otherwise
provided in Sections 2.5 and 2.7 hereof,  whenever  under the  provisions of any
statute,  the Certificate of  Incorporation  or these By-laws,  Stockholders are
required or permitted to take any action at a meeting,  written  notice shall be
given  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 called. Unless
otherwise  provided by any statute,  the Certificate of  Incorporation  or these
By-laws,  a copy of the notice of any meeting  shall be given,  personally or by
mail, not less than ten nor more than sixty days before the date of the meeting,
to each Stockholder entitled to notice of or to vote at such meeting. If mailed,
such  notice  shall be deemed to be given when  deposited  in the United  States
mail, with postage prepaid, directed to the Stockholder at his or her address as
it appears on the records of the  Corporation.  An affidavit of the Secretary or
an  Assistant  Secretary or of the transfer  agent of the  Corporation  that the
notice  required  by this  Section 2.6 has been given  shall,  in the absence of
fraud,  be prima facie evidence of the facts stated  therein.  When a meeting is
adjourned  to another time or place,  notice need not be given of the  adjourned
meeting if the time and place  thereof are announced at the


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                                                                               6


meeting at which the  adjournment  is taken,  and at the  adjourned  meeting any
business may be  transacted  that might have been  transacted  at the meeting as
originally called. If, however, 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.

                  2.7  WAIVERS OF NOTICE.  Whenever  the giving of any notice is
required by statute, the Certificate of Incorporation or these By-laws, a waiver
thereof, in writing,  signed by the Stockholder or Stockholders entitled to said
notice,  whether  before or after the event as to which such notice is required,
shall be deemed  equivalent to notice.  Attendance by a Stockholder at a meeting
shall  constitute a waiver of notice of such meeting except when the Stockholder
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the  transaction of any business on the ground that the meeting has
not been lawfully called or convened.  Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the  Stockholders  need be
specified  in any written  waiver of notice  unless so required by statute,  the
Certificate of Incorporation or these By-laws.

                  2.8 LIST OF  STOCKHOLDERS.  The  Secretary  shall  prepare and
make,  or cause to be prepared and made,  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, the Stockholder's
agent, or attorney, at the Stockholder's expense, 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


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                                                                               7


within the city 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.  The Corporation shall maintain the Stockholder list
in written  form or in another  form  capable of  conversion  into  written form
within a reasonable  time. The stock ledger shall be the only evidence as to who
are  the  Stockholders  entitled  to  examine  the  stock  ledger,  the  list of
Stockholders or the books of the  Corporation,  or to vote in person or by proxy
at any meeting of Stockholders.

                  2.9 QUORUM OF STOCKHOLDERS;  ADJOURNMENT.  Except as otherwise
provided by any statute,  the Certificate of Incorporation or these By-laws, the
holders  of a  majority  in  voting  power of all  outstanding  shares  of stock
entitled  to  vote  at  any  meeting  of  Stockholders,  present  in  person  or
represented  by proxy,  shall  constitute  a quorum for the  transaction  of any
business at such meeting. When a quorum is once present to organize a meeting of
Stockholders, it is not broken by the subsequent withdrawal of any Stockholders.
The  holders  of a  majority  of the  shares  of  stock  present  in  person  or
represented  by proxy at any meeting of  Stockholders,  including  an  adjourned
meeting, whether or not a quorum is present, may adjourn such meeting to another
time and  place.  Shares of its own stock  belonging  to the  Corporation  or to
another  corporation,  if a  majority  of the  shares  entitled  to  vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation,  shall neither be entitled to vote nor be counted for quorum
purposes; PROVIDED, HOWEVER, that the foregoing shall not limit the right of the
Corporation to vote stock,  including but not limited to its own stock,  held by
it in a fiduciary capacity.
<PAGE>
                                                                               8


                  2.10  VOTING;   PROXIES.  Unless  otherwise  provided  in  the
Certificate  of  Incorporation  or in  the  Board  resolutions  authorizing  the
issuance of any Series of Preferred Stock,  every Stockholder of record shall be
entitled at every meeting of  Stockholders to one vote for each share of capital
stock  standing in his or her name on the record of  Stockholders  determined in
accordance with Section 2.5 hereof. If the Certificate of Incorporation provides
for more or less than one vote for any share on any matter,  each  reference  in
the By-laws or the General  Corporation Law to a majority or other proportion of
stock shall  refer to such  majority  or other  proportion  of the votes of such
stock.  The  provisions of Sections 212 and 217 of the General  Corporation  Law
shall apply in determining  whether any shares of capital stock may be voted and
the persons,  if any, entitled to vote such shares; but the Corporation shall be
protected in assuming  that the persons in whose names  shares of capital  stock
stand on the stock ledger of the  Corporation  are entitled to vote such shares.
Holders of redeemable  shares of stock are not entitled to vote after the notice
of  redemption  is mailed to such  holders  and a sum  sufficient  to redeem the
stocks  has been  deposited  with a bank,  trust  company,  or  other  financial
institution  under an  irrevocable  obligation to pay the holders the redemption
price on surrender of the shares of stock.  At any meeting of  Stockholders  (at
which a quorum was present to organize  the  meeting),  all  matters,  except as
otherwise provided by statute or by the Certificate of Incorporation or by these
By-laws, shall be decided by a majority of the votes cast at such meeting by the
holders of shares present in person or represented by proxy and entitled to vote
thereon,  whether  or not a  quorum  is  present  when the  vote is  taken.  All
elections of Directors shall be by written ballot unless  otherwise  provided in
the  Certificate  of  Incorporation.  In voting on any other question on which a
vote by ballot is required by law or is


<PAGE>
                                                                               9


demanded by any  Stockholder  entitled to vote,  the voting  shall be by ballot.
Each ballot shall be signed by the Stockholder voting or the Stockholder's proxy
and shall state the number of shares voted. On all other  questions,  the voting
may be VIVA VOCE. 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 such  Stockholder by
proxy.  The  validity and  enforceability  of any proxy shall be  determined  in
accordance  with Section 212 of the General  Corporation  Law. A Stockholder may
revoke any proxy that is not  irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by delivering
a proxy in accordance with applicable law bearing a later date to the Secretary.

                  2.11 VOTING  PROCEDURES AND INSPECTORS OF ELECTION AT MEETINGS
OF  STOCKHOLDERS.  The Board,  in advance of any  meeting of  Stockholders,  may
appoint one or more  inspectors to act at the meeting and make a written  report
thereof.  The Board may designate one or more persons as alternate inspectors to
replace any  inspector  who fails to act. If no inspector or alternate  has been
appointed  or is able to act at a meeting,  the person  presiding at the meeting
may  appoint,  and on the request of any  Stockholder  entitled to vote  thereat
shall appoint,  one or more  inspectors to act at the meeting.  Each  inspector,
before entering upon the discharge of his or her duties,  shall take and sign an
oath faithfully to execute the duties of inspector with strict  impartiality and
according to the best of his or her ability.  The inspectors shall (a) ascertain
the number of shares outstanding and the voting power of each, (b) determine the
shares  represented at the meeting and the validity of proxies and ballots,  (c)
count all votes and ballots,  (d) determine and retain for a reasonable period a
record of the  disposition


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                                                                              10


of any challenges made to any  determination by the inspectors,  and (e) certify
their determination of the number of shares represented at the meeting and their
count of all votes and  ballots.  The  inspectors  may  appoint or retain  other
persons or entities to assist the inspectors in the performance of their duties.
Unless otherwise provided by the Board, the date and time of the opening and the
closing of the polls for each matter upon which the Stockholders  will vote at a
meeting shall be determined by the person  presiding at the meeting and shall be
announced at the meeting. No ballot, proxies or votes, or any revocation thereof
or change thereto,  shall be accepted by the inspectors after the closing of the
polls unless the Court of Chancery of the State of Delaware upon  application by
a Stockholder shall determine otherwise.

                  2.12  ORGANIZATION.  At  each  meeting  of  Stockholders,  the
President,  or in the absence of the President,  the Chairman, or if there is no
Chairman or if there be one and the Chairman is absent, a Vice President, and in
case  more  than one  Vice  President  shall be  present,  that  Vice  President
designated  by the Board (or in the  absence of any such  designation,  the most
senior  Vice  President,  based on age,  present),  shall act as chairman of the
meeting.  The  Secretary,  or in  his  or her  absence,  one  of  the  Assistant
Secretaries, shall act as secretary of the meeting. In case none of the officers
above  designated to act as chairman or secretary of the meeting,  respectively,
shall be present, a chairman or a secretary of the meeting,  as the case may be,
shall be chosen by a majority  of the votes cast at such  meeting by the holders
of shares of  capital  stock  present  in  person  or  represented  by proxy and
entitled to vote at the meeting.

                  2.13 ORDER OF BUSINESS.  The order of business at all meetings
of Stockholders shall be as determined by the chairman of the meeting.
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                                                                              11


                  2.14 ADVANCE NOTICE OF STOCKHOLDER  PROPOSALS.  At any meeting
of  Stockholders,  only such  business  shall be  conducted  as shall  have been
brought  before the meeting (i) by or at the  direction  of the Board or (ii) by
any Stockholder of the  Corporation who complies with the notice  procedures set
forth in this  Section  2.14.  For  business to be properly  brought  before any
meeting of the  Stockholders by a Stockholder,  the Stockholder  must have given
notice thereof in writing to the Secretary of the  Corporation  not less than 60
nor more than 90 days in  advance  of the  anniversary  of the  previous  year's
annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual
meeting  is more  than 30 days  earlier  or more  than 60 days  later  than such
anniversary  date,  notice by the  Stockholder to be timely must be so given not
earlier  than the 90th day prior to such  annual  meeting and not later than the
close of business  on the later of the 60th day prior to such annual  meeting or
the 10th day following the day on which public  announcement of the date of such
meeting is first made. A  Stockholder's  notice to the Secretary shall set forth
as to each matter the  Stockholder  proposes  to bring  before the meeting (1) a
brief  description of the business  desired to be brought before the meeting and
the reasons  for  conducting  such  business  at the  meeting,  (2) the name and
address, as they appear on the Corporation's books, of the Stockholder proposing
such business,  (3) the class and number of shares of the  Corporation  that are
beneficially  owned  by  the  Stockholder,  (4)  any  material  interest  of the
Stockholder  in such business,  and (5) a  representation  that the  Stockholder
intends to appear in person or by proxy at the meeting to present such business.
In addition,  the  Stockholder  making such proposal shall promptly  provide any
other  information  reasonably  requested  by the  Corporation.  Notwithstanding
anything in these By-laws to the contrary, no business shall be conducted at any
meeting of  Stockholders  except in


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                                                                              12


accordance  with the  procedures set forth in this Section 2.14. The chairman of
any such meeting shall direct that any business not properly  brought before the
meeting shall not be  considered.  The  procedures set forth in this Section for
business to be properly brought before an annual meeting by a Stockholder are in
addition to, and not in lieu of, the  requirements set forth in Rule 14a-8 under
Section 14 of the Securities  Exchange Act of 1934, as amended, or any successor
provision.

                  2.15 ADVANCE  NOTICE OF STOCKHOLDER  NOMINATIONS.  Nominations
for the  election of  Directors  may be made by the Board or by any  Stockholder
entitled  to  vote in the  election  of  Directors;  PROVIDED,  HOWEVER,  that a
Stockholder  may  nominate a person for election as a director at a meeting only
if written notice of such Stockholder's  intent to make such nomination has been
given to the  Secretary  of the  Corporation  not later than 60 nor more than 90
days in  advance of the  anniversary  of the  previous  year's  annual  meeting;
PROVIDED FURTHER, HOWEVER, that in the event that the date of the annual meeting
is more than 30 days  earlier or more than 60 days  later than such  anniversary
date,  notice by the  Stockholder to be timely must be so given not earlier than
the 90th day  prior to such  annual  meeting  and not  later  than the  close of
business on the later of the 60th day prior to such  annual  meeting or the 10th
day following the day on which public  announcement  of the date of such meeting
is first made. Each such notice shall set forth: (i) the name and address of the
Stockholder  who intends to make the  nomination and of the person or persons to
be nominated;  (ii) 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 present  the  nomination  of the
person  or  persons  specified  in  the  notice;  (iii)  a  description  of  all
arrangements or understandings  between the Stockholder


<PAGE>
                                                                              13


and each nominee and any other person or persons (naming such person or persons)
pursuant to which the  nomination or  nominations  are made by the  Stockholder;
(iv) 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 United  States  Securities  and Exchange  Commission  had the
nominee been nominated,  or intended to be nominated,  by the Board; and (v) the
consent of each nominee to serve as a Director of the Corporation if so elected.
In addition,  the Stockholder  making such nomination shall promptly provide any
other information  reasonably  requested by the Corporation.  No person shall be
eligible  for  election as a Director of the  Corporation  unless  nominated  in
accordance  with the  procedures set forth in this Section 2.15. The chairman of
any  meeting  of  Stockholders  shall  direct  that any  nomination  not made in
accordance with these procedures be disregarded.

                  2.16 NOTICE TO CORPORATION.  Any written notice required to be
delivered by a Stockholder to the Corporation  pursuant to Sections 2.14 or 2.15
hereof must be given,  either by personal delivery or by registered or certified
mail, postage prepaid, to the Secretary at the Corporation's  executive offices,
180 Technology Parkway, Norcross, Georgia 30092.

                  2.17 WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING. Unless
otherwise  provided in the Certificate of Incorporation,  any action required by
the  General  Corporation  Law to be taken at any annual or  special  meeting of
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 signed by the  holders of  outstanding  stock  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to


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                                                                              14


vote  thereon  were  present  and voted and  shall be  delivered  (by hand or by
certified or registered  mail,  return receipt  requested) to the Corporation by
delivery to 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
book in which  proceedings  of  meetings of  stockholders  are  recorded.  Every
written  consent shall bear the date of signature of each  stockholder who signs
the consent and no written  consent  shall be  effective  to take the  corporate
action referred to therein unless,  within 60 days of the earliest dated consent
delivered in the manner required by this Section 2.17,  written  consents signed
by a  sufficient  number  of  holders  to  take  action  are  delivered  to  the
Corporation  as aforesaid.  Prompt notice of the taking of the corporate  action
without a meeting by less than unanimous written consent shall be given to those
Stockholders who have not consented in writing.


                                    ARTICLE 3

                                    DIRECTORS

                  3.1  GENERAL  POWERS.  Except  as  otherwise  provided  in the
Certificate of Incorporation,  the business and affairs of the Corporation shall
be managed  by or under the  direction  of the  Board.  The Board may adopt such
rules and regulations, not inconsistent with the Certificate of Incorporation or
these By-laws or  applicable  laws, as it may deem proper for the conduct of its
meetings  and the  management  of the  Corporation.  In  addition  to the powers
expressly  conferred  by these  By-laws,  the Board may  exercise all powers and
perform all acts that are not required,  by these By-laws or the  Certificate of
Incorporation or by statute, to be exercised and performed by the Stockholders.

<PAGE>
                                                                              15


                  3.2  NUMBER;  QUALIFICATION;  TERM OF OFFICE.  The Board shall
consist  of not fewer  than one nor more than  fifteen  members.  The  number of
Directors  shall be fixed  initially at nine and may  thereafter be changed from
time to time by the affirmative vote of a majority of the Stockholders or by the
affirmative  vote of a majority of the Entire  Board,  provided that such action
does not remove a Director other than in a manner  prescribed in the Certificate
of  Incorporation  or these By-laws.  Directors need not be  Stockholders.  Each
Director  shall hold office until a successor is elected and  qualified or until
the Director's death, resignation or removal.

                  3.3 ELECTION. Directors shall, except as otherwise required by
statute or by the Certificate of Incorporation, be elected by a plurality of the
votes cast at a meeting of  Stockholders  by the  holders of shares  entitled to
vote in the election.

                  3.4  NEWLY  CREATED   DIRECTORSHIPS   AND  VACANCIES.   Unless
otherwise   provided  in  the  Certificate  of   Incorporation,   newly  created
Directorships  resulting  from  an  increase  in the  number  of  Directors  and
vacancies occurring in the Board for any other reason,  including the removal of
Directors without cause, may be filled by the affirmative votes of a majority of
the Entire Board,  although less than a quorum, or by a sole remaining Director,
or may be elected by a  plurality  of the votes cast by the holders of shares of
capital  stock  entitled  to  vote  in the  election  at a  special  meeting  of
Stockholders called for that purpose. A Director elected to fill a vacancy shall
be elected to hold office until a successor is elected and  qualified,  or until
the Director's earlier death, resignation or removal.

                  3.5  RESIGNATION.  Any  Director  may  resign  at any  time by
written notice to the  Corporation.  Such  resignation  shall take effect at the
time therein


<PAGE>
                                                                              16


specified,  and, unless otherwise specified in such resignation,  the acceptance
of such resignation shall not be necessary to make it effective.

                  3.6 REMOVAL.  Subject to the  provisions of Section  141(k) of
the General  Corporation Law, any or all of the Directors may be removed with or
without  cause by vote of the holders of a majority of the shares then  entitled
to vote at an election of Directors.

                  3.7  COMPENSATION.  Each Director,  in consideration of his or
her  service as such,  shall be entitled to receive  from the  Corporation  such
amount per annum or such fees for attendance at Directors' meetings, or both, as
the Board may from time to time determine,  together with  reimbursement for the
reasonable  out-of-pocket  expenses,  if  any,  incurred  by  such  Director  in
connection  with the  performance of his or her duties.  Each Director who shall
serve as a member of any committee of Directors in  consideration  of serving as
such  shall be  entitled  to such  additional  amount per annum or such fees for
attendance  at committee  meetings,  or both, as the Board may from time to time
determine,   together  with  reimbursement  for  the  reasonable   out-of-pocket
expenses,  if any,  incurred by such Director in the  performance  of his or her
duties.  Nothing  contained in this Section 3.7 shall preclude any Director from
serving the Corporation or its  subsidiaries in any other capacity and receiving
proper compensation therefor.

                  3.8 TIMES AND PLACES OF MEETINGS. The Board may hold meetings,
both regular and special,  either  within or without the State of Delaware.  The
times and places  for  holding  meetings  of the Board may be fixed from time to
time by  resolution  of the Board or (unless  contrary  to a  resolution  of the
Board) in the notice of the meeting.

<PAGE>
                                                                              17


                  3.9 ANNUAL  MEETINGS.  On the day when and at the place  where
the annual meeting of Stockholders for the election of Directors is held, and as
soon as practicable thereafter,  the Board may hold its annual meeting,  without
notice of such  meeting,  for the  purposes  of  organization,  the  election of
officers and the transaction of other business.  The annual meeting of the Board
may be held at any other time and place  specified in a notice given as provided
in Section  3.11  hereof  for  special  meetings  of the Board or in a waiver of
notice thereof.

                  3.10     REGULAR MEETINGS.  Regular meetings  of the Board may
be held  without notice  at such times and  at such places as shall from time to
time be determined by the Board.

                  3.11 SPECIAL  MEETINGS.  Special  meetings of the Board may be
called by the  Chairman,  the  President or the  Secretary or by any two or more
Directors  then serving on at least one day's notice to each  Director  given by
one of the means  specified in Section 3.14 hereof other than by mail,  or on at
least three days' notice if given by mail.  Special  meetings shall be called by
the  Chairman,  President  or Secretary in like manner and on like notice on the
written request of any two or more of the Directors then serving.

                  3.12 TELEPHONE MEETINGS. Directors or members of any committee
designated  by the Board may  participate  in a meeting  of the Board or of such
committee by means of conference telephone or similar  communications  equipment
by means of which all persons  participating in the meeting can hear each other,
and  participation  in a meeting  pursuant to this Section 3.12 shall constitute
presence in person at such meeting.

<PAGE>
                                                                              18


                  3.13 ADJOURNED  MEETINGS.  A majority of the Directors present
at any meeting of the Board,  including an adjourned  meeting,  whether or not a
quorum is  present,  may adjourn  such  meeting to another  time and place.  Any
business  may be  transacted  at an  adjourned  meeting  that  might  have  been
transacted at the meeting as originally called.

                  3.14  NOTICE  PROCEDURE.  Subject  to  Sections  3.11 and 3.17
hereof,  whenever,  under the  provisions  of any statute,  the  Certificate  of
Incorporation or these By-laws,  notice is required to be given to any Director,
such  notice  shall  be  deemed  given  effectively  if given  in  person  or by
telephone,  by mail addressed to such Director at such Director's  address as it
appears on the records of the Corporation,  with postage thereon prepaid,  or by
telegram,  telex,  telecopy,  electronic  mail or  similar  means  addressed  as
aforesaid.

                  3.15  WAIVER OF NOTICE.  Whenever  the giving of any notice is
required by statute, the Certificate of Incorporation or these By-laws, a waiver
thereof,  in writing,  signed by the person or persons  entitled to said notice,
whether before or after the event as to which such notice is required,  shall be
deemed  equivalent  to  notice.  Attendance  by  a  person  at a  meeting  shall
constitute a waiver of notice of such meeting  except when the person  attends a
meeting for the express  purpose of objecting,  at the beginning of the meeting,
to the  transaction  of any business on the ground that the meeting has not been
lawfully  called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special  meeting of the  Directors  or a committee of
Directors  need be specified in any written  waiver of notice unless so required
by statute, the Certificate of Incorporation or these By-laws.

<PAGE>
                                                                              19


                  3.16 ORGANIZATION. At each meeting of the Board, the Chairman,
or in the  absence of the  Chairman,  the  President,  or in the  absence of the
President,  a chairman  chosen by a majority  of the  Directors  present,  shall
preside.  The Secretary  shall act as secretary at each meeting of the Board. In
case the Secretary  shall be absent from any meeting of the Board,  an Assistant
Secretary  shall  perform the duties of  secretary at such  meeting;  and in the
absence from any such meeting of the Secretary  and all  Assistant  Secretaries,
the person  presiding  at the meeting may appoint any person to act as secretary
of the meeting.

                  3.17 QUORUM OF DIRECTORS. The presence in person of a majority
of the Entire Board shall be necessary and sufficient to constitute a quorum for
the  transaction  of business  at any meeting of the Board,  but a majority of a
smaller number may adjourn any such meeting to a later date.

                  3.18  ACTION BY MAJORITY VOTE.  Except as  otherwise expressly
required by statute,  the Certificate of Incorporation or these By-laws, the act
of a majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board.

                  3.19 ACTION WITHOUT MEETING.  Unless  otherwise  restricted by
the  Certificate  of  Incorporation  or these  By-laws,  any action  required or
permitted  to be taken at any meeting of the Board or of any  committee  thereof
may be taken without a meeting if all Directors or members of such 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.

<PAGE>
                                                                              20



                                    ARTICLE 4

                             COMMITTEES OF THE BOARD

                  4.1 EXECUTIVE COMMITTEE.  The Board may, by resolution adopted
by a  majority  of the Entire  Board,  designate  one or more of its  members to
constitute an Executive  Committee.  The Executive  Committee shall have and may
exercise all of the authority of the Board in the management of the business and
affairs  of the  Corporation  within  the limits  permitted  by law,  including,
without  limitation,  the power and authority of the Board: (i) to authorize the
seal of the Corporation to be affixed to all papers; (ii) to declare a dividend;
(iii) to  authorize  the  issuance  of  stock;  (iv) to adopt a  certificate  of
ownership and merger pursuant to Section 253 of the General Corporation Law; and
(v) to the extent authorized in the resolution or resolutions  providing for the
issuance of shares of stock adopted by the Board,  to fix any of the  preference
rights of such  shares  relating  to  dividends,  redemption,  dissolution,  any
distribution  of  assets  of the  Corporation  or the  conversion  into,  or the
exchange of shares for, shares of any other class or classes or any other series
of the same of any other class or classes of stock of the Corporation.

                  4.2 AUDIT  COMMITTEE.  The Board,  by resolution  adopted by a
majority  of the  Entire  Board,  may  designate  not less than three (3) of the
Directors then in office to constitute an Audit  Committee.  At least a majority
of  such  Directors  must  be  independent  of  management  and  free  from  any
relationship  that,  in the  opinion of the  Board,  would  interfere  with such
Directors'  exercise of independent  judgment as a committee  member.  The Audit
Committee,  if established,  shall (i) consider and make  recommendations to the
Board  with  respect  to  the  employment  of  a  firm  of  independent   public
accountants,  (ii) confer with the Corporation's  independent public accountants
to


<PAGE>
                                                                              21


determine  the scope of  the audit that such  accountants  will  perform,  (iii)
receive  reports from the  independent  public  accountants  and  transmit  such
reports to the Board,  and after the close of the fiscal  year,  transmit to the
Board the financial statements certified by such accountants, (iv) inquire into,
examine and make comments on the accounting  procedures of the  Corporation  and
the reports of the  independent  public  accountants,  and (v) consider and make
recommendations to the Board upon matters presented to it by the officers of the
Corporation  pertaining to the audit practices and procedures  adhered to by the
Corporation. The Board may designate one member of the Audit Committee to act as
its chairman.

                  4.3 COMPENSATION  COMMITTEE.  The Board, by resolution adopted
by a majority of the Entire  Board,  may  designate not less than two (2) of the
Directors  then in office to constitute a  Compensation  Committee.  All of such
Directors  shall be  independent  of management  and free from any  relationship
that, in the opinion of the Board, would interfere with such Director's exercise
of independent  judgment as a committee member.  The Compensation  Committee may
exercise all of the authority of the Board in  administering  the  Corporation's
executive compensation plans.

                  4.4 OTHER COMMITTEES.  In addition to the Executive Committee,
the Audit Committee and the Compensation Committee, the Board may, by resolution
adopted  by a  majority  of  the  Entire  Board,  designate  one or  more  other
committees  of the  Board,  each  committee  to  consist  of one or  more of the
Directors of the  Corporation,  which, to the extent provided in the resolution,
shall have and may  exercise  the powers of the Board in the  management  of the
business and affairs of the Corporation. Such committee or committees shall have
such  name or names  as may be  determined  from  time to time by the  Board.  A
majority of the members of a committee


<PAGE>
                                                                              22


shall  constitute a quorum.  The member or members of any such committee  (other
than the Audit Committee or the Executive  Committee) present at any meeting and
not  disqualified  from voting  may,  whether or not they  constitute  a quorum,
unanimously  appoint  another  member of the Board to act at the  meeting in the
place of any absent or disqualified member. At meetings of such committees,  the
act of a majority  of the members or  alternate  members at any meeting at which
there is a quorum shall be the act of the committee.  Unless the Board otherwise
provides,  each  committee  designated  by the Board may make,  alter and repeal
rules for the  conduct  of its  business.  In the  absence  of such  rules  such
committee  shall  conduct its business in the same manner as the Board  conducts
its business pursuant to Article 3 of these By-laws.

                  4.5      COMMITTEE MINUTES.  The committee  shall keep regular
minutes of its proceedings and report the same to the Board.


                                    ARTICLE 5

                                    OFFICERS

                  5.1 POSITIONS.  The officers of the Corporation  shall consist
of those  elected by the Board of  Directors  and those  appointed  by the chief
executive officer. The officers of the Corporation to be elected by the Board of
Directors  shall  be:  a  Chairman;  a  President;  one or more  Executive  Vice
Presidents;  a Secretary; a Treasurer; a Controller;  and a General Counsel. The
officers  of the  Corporation  which may be  appointed  by the  chief  executive
officer shall be one or more Vice Presidents and Senior Vice Presidents and such
additional  officers  and  assistant  officers  as the chief  executive  officer
determines.  Any number of  offices  may be held by the same  person  unless the
Certificate of Incorporation or these By-laws otherwise provide.

<PAGE>
                                                                              23


                  5.2  APPOINTMENT.  The  officers of the  Corporation  shall be
chosen by the Board at its annual  meeting or at such other time or times as the
Board shall determine.

                  5.3  COMPENSATION.  The  compensation  of all  officers of the
Corporation  shall be fixed by the Board.  No officer  shall be  prevented  from
receiving a salary or other  compensation by reason of the fact that the officer
is also a Director.

                  5.4 TERM OF OFFICE. Each officer of the Corporation shall hold
office  for the term for which he or she is  elected  and until  such  officer's
successor  is chosen  and  qualifies  or until  such  officer's  earlier  death,
resignation  or removal.  Any officer may resign at any time upon written notice
to the Corporation. Such resignation shall take effect at the date of receipt of
such notice or at such later time as is therein specified, and, unless otherwise
specified,  the acceptance of such resignation shall not be necessary to make it
effective.  The  resignation  of an officer  shall be without  prejudice  to the
contract rights of the Corporation,  if any. Any officer elected or appointed by
the Board  may be  removed  at any time,  with or  without  cause,  by vote of a
majority  of the  Entire  Board.  Any  vacancy  occurring  in any  office of the
Corporation  shall be filled by the Board.  The  removal  of an officer  without
cause shall be without  prejudice to the officer's  contract rights, if any. The
election  or  appointment  of an  officer  shall not of itself  create  contract
rights.

                  5.5   FIDELITY BONDS.  The Corporation may secure the fidelity
of any or all of its officers or agents by bond or otherwise.

                  5.6 CHAIRMAN.  The Chairman, if one shall have been appointed,
shall  preside at all meetings of the Board and shall  exercise  such powers and
perform such other duties as shall be determined from time to time by the Board.

<PAGE>
                                                                              24


                  5.7  PRESIDENT.  The  President  shall be the Chief  Executive
Officer of the Corporation and shall have general  supervision over the business
of the  Corporation,  subject,  however,  to the control of the Board and of any
duly  authorized  committee of  Directors.  The  President  shall preside at all
meetings  of the  Stockholders  and at all  meetings  of the  Board at which the
Chairman (if there be one) is not present. The President may sign and execute in
the  name of the  Corporation  deeds,  mortgages,  bonds,  contracts  and  other
instruments  except in cases in which the signing and execution thereof shall be
expressly  delegated by the Board or by these  By-laws to some other  officer or
agent of the Corporation or shall be required by statute  otherwise to be signed
or executed and, in general,  the President shall perform all duties incident to
the office of President of a corporation  and such other duties as may from time
to time be assigned to the President by the Board.

                  5.8 CHIEF FINANCIAL  OFFICER.  The chief financial  officer of
the Corporation,  if any, shall have general  supervision and direction over the
duties and function of the  Treasurer;  shall render to the Board,  whenever the
Board may require,  an account of the  financial  condition of the  Corporation;
shall provide for the continuous  review of all accounts and reports;  and shall
perform  such  other  duties as from time to time may be  assigned  to the chief
financial officer by the Board, by these By-laws, by the chief executive officer
or by the President.

                  5.9 VICE  PRESIDENTS.  Each Vice  President  and  Senior  Vice
President  shall have such powers and  perform  such duties as from time to time
may be assigned to such Vice President by the Board,  by these  By-laws,  by the
chief  executive  officer or by the President.  At the request of the President,
or, in the President's absence, at the request of the Board, the Vice Presidents
shall (in such order as may be  designated  by


<PAGE>
                                                                              25


the Board,  or, in the absence of any such  designation,  in order of  seniority
based on age first among Senior Vice Presidents and then among Vice  Presidents)
perform all of the duties of the President and, in so performing, shall have all
the powers of, and be subject to all restrictions upon, the President.  Any Vice
President may sign and execute in the name of the Corporation deeds,  mortgages,
bonds, contracts or other instruments,  except in cases in which the signing and
execution thereof shall be expressly  delegated by the Board or by these By-laws
to some  other  officer or agent of the  Corporation,  or shall be  required  by
statute  otherwise  to be signed or  executed,  and each  Vice  President  shall
perform  such  other  duties as from time to time may be  assigned  to such Vice
President by the Board or by the President.

                  5.10 SECRETARY. The Secretary shall attend all meetings of the
Board  and of the  Stockholders  and shall  record  all the  proceedings  of the
meetings  of the  Board  and of the  stockholders  in a book to be kept for that
purpose,  and shall  perform  like  duties for  committees  of the  Board,  when
required.  The Secretary shall give, or cause to be given, notice of all special
meetings  of the Board and of the  stockholders  and shall  perform  such  other
duties  as may be  prescribed  by the  Board or by the  President,  under  whose
supervision  the  Secretary  shall be. The  Secretary  shall have custody of the
corporate seal of the Corporation, and the Secretary, or an Assistant Secretary,
shall have  authority to impress the same on any  instrument  requiring  it, and
when so impressed  the seal may be attested by the signature of the Secretary or
by the  signature  of such  Assistant  Secretary.  The  Board  may give  general
authority  to any other  officer to impress the seal of the  Corporation  and to
attest the same by such  officer's  signature.  The  Secretary  or an  Assistant
Secretary  may also attest all  instruments  signed by the President or any Vice
President.  The Secretary shall have


<PAGE>
                                                                              26


charge of all the books,  records and papers of the Corporation  relating to its
organization  and management,  shall see that the reports,  statements and other
documents required by statute are properly kept and filed and, in general, shall
perform all duties incident to the office of Secretary of a corporation and such
other duties as may from time to time be assigned to the  Secretary by the Board
or by the President.

                  5.11  TREASURER.  The  Treasurer,  subject  to the  review and
authority of the chief financial officer,  if any, shall have charge and custody
of, and be responsible for, all funds,  securities and notes of the Corporation;
receive and give receipts for moneys due and payable to the Corporation from any
sources whatsoever; deposit all such moneys and valuable effects in the name and
to the credit of the  Corporation in such  depositaries  as may be designated by
the Board;  against proper vouchers,  cause such funds to be disbursed by checks
or drafts  on the  authorized  depositaries  of the  Corporation  signed in such
manner as shall be determined by the Board and be  responsible  for the accuracy
of the  amounts  of all  moneys  so  disbursed;  regularly  enter or cause to be
entered in books or other records  maintained  for the purpose full and adequate
account of all moneys received or paid for the account of the Corporation;  have
the right to  require  from  time to time  reports  or  statements  giving  such
information  as the  Treasurer  may desire with respect to any and all financial
transactions  of the  Corporation  from the officers or agents  transacting  the
same;  make,  sign and file  financial,  tax and  similar  reports to any state,
federal or municipal  government,  agency or department,  or any self-regulatory
organization;  render to the Chairman,  the President or the Board, whenever the
Chairman,  the  President or the Board shall  require the Treasurer so to do, an
account of the  financial  condition  of the  Corporation  and of all  financial
transactions of the Corporation; exhibit at all


<PAGE>
                                                                              27


reasonable  times the records and books of account to any of the Directors  upon
application  at the office of the  Corporation  where such records and books are
kept;  disburse the funds of the  Corporation  as ordered by the Board;  and, in
general, perform all duties incident to the office of treasurer of a corporation
and such other  duties as may from time to time be assigned to the  Treasurer by
the Board, by these By-laws, by the chief executive officer, by the President or
by the chief financial  officer.  In the absence of the Treasurer,  an Assistant
Treasurer may perform the duties of the Treasurer.

                  5.12 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant
Secretaries  and  Assistant  Treasurers  shall  perform  such duties as shall be
assigned to them by the Secretary or by the Treasurer,  respectively,  or by the
Board, by these By-laws or by the chief executive officer.


                                    ARTICLE 6

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

                  6.1  EXECUTION OF  CONTRACTS.  The Board,  except as otherwise
provided in these By-laws,  may  prospectively  or  retroactively  authorize any
officer or officers,  employee or employees or agent or agents,  in the name and
on behalf of the Corporation,  to enter into any contract or execute and deliver
any  instrument,  and any such  authority may be general or confined to specific
instances, or otherwise limited.

                  6.2  LOANS.  The  Board  may  prospectively  or  retroactively
authorize  the  President  or  any  other  officer,  employee  or  agent  of the
Corporation  to effect loans and advances at any time for the  Corporation  from
any bank, trust company or other institution,  or from any firm,  corporation or
individual,  and for such loans and advances the person so authorized  may make,
execute and deliver  promissory notes,


<PAGE>
                                                                              28


bonds or other  certificates or evidences of  indebtedness  of the  Corporation,
and,  when  authorized  by the Board so to do,  may pledge  and  hypothecate  or
transfer any securities or other property of the Corporation as security for any
such loans or advances.  Such authority conferred by the Board may be general or
confined to specific instances, or otherwise limited.

                  6.3 CHECKS,  DRAFTS, ETC. All checks,  drafts and other orders
for the payment of money out of the funds of the  Corporation  and all evidences
of indebtedness of the Corporation  shall be signed on behalf of the Corporation
in such manner as shall from time to time be  determined  by  resolution  of the
Board.

                  6.4  DEPOSITS.  The  funds of the  Corporation  not  otherwise
employed  shall be deposited  from time to time to the order of the  Corporation
with  such  banks,  trust  companies,   investment   banking  firms,   financial
institutions or other depositaries as the Board may select or as may be selected
by an officer, employee or agent of the Corporation to whom such power to select
may from time to time be delegated by the Board.


                                    ARTICLE 7

                               STOCK AND DIVIDENDS

                  7.1 CERTIFICATES  REPRESENTING  SHARES.  The shares of capital
stock of the  Corporation  shall be  represented  by  certificates  in such form
(consistent  with the provisions of Section 158 of the General  Corporation Law)
as shall be  approved  by the Board.  Such  certificates  shall be signed by the
Chairman, the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer,  and may be impressed with
the seal of the  Corporation  or a  facsimile  thereof.  The  signatures  of the
officers  upon  a  certificate   may  be  facsimiles,   if


<PAGE>
                                                                              29


the certificate is countersigned by a transfer agent or registrar other than the
Corporation  itself or its  employee.  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 officer,  transfer  agent or registrar
before such  certificate  is issued,  such  certificate  may,  unless  otherwise
ordered by the Board,  be issued by the  Corporation  with the same effect as if
such person were such officer, transfer agent or registrar at the date of issue.

                  7.2 TRANSFER OF SHARES.  Transfers of shares of capital  stock
of the  Corporation  shall be made only on the books of the  Corporation  by the
holder thereof or by the holder's duly authorized  attorney appointed by a power
of attorney duly  executed and filed with the  Secretary or a transfer  agent of
the   Corporation,   and  on  surrender  of  the   certificate  or  certificates
representing  such shares of capital  stock  properly  endorsed for transfer and
upon payment of all  necessary  transfer  taxes.  Every  certificate  exchanged,
returned or surrendered to the Corporation shall be marked "Cancelled," with the
date of cancellation, by the Secretary or an Assistant Secretary or the transfer
agent of the  Corporation.  A person in whose name shares of capital stock shall
stand on the books of the  Corporation  shall be deemed  the  owner  thereof  to
receive dividends,  to vote as such owner and for all other purposes as respects
the  Corporation.  No  transfer  of shares of  capital  stock  shall be valid as
against the Corporation,  its stockholders and creditors for any purpose, except
to render the transferee  liable for the debts of the  Corporation to the extent
provided by law, until such transfer shall have been entered on the books of the
Corporation by an entry showing from and to whom transferred.

<PAGE>
                                                                              30


                  7.3 TRANSFER AND REGISTRY  AGENTS.  The  Corporation  may from
time to time  maintain  one or more  transfer  offices  or agents  and  registry
offices or agents at such place or places as may be determined from time to time
by the Board.

                  7.4 LOST, DESTROYED,  STOLEN AND MUTILATED  CERTIFICATES.  The
holder of any  shares of  capital  stock of the  Corporation  shall  immediately
notify the  Corporation  of any loss,  destruction,  theft or  mutilation of the
certificate  representing  such  shares,  and the  Corporation  may  issue a new
certificate  to replace the  certificate  alleged to have been lost,  destroyed,
stolen or  mutilated.  The Board may, in its  discretion,  as a condition to the
issue of any such new  certificate,  require  the owner of the lost,  destroyed,
stolen or mutilated certificate,  or his or her legal  representatives,  to make
proof satisfactory to the Board of such loss,  destruction,  theft or mutilation
and to advertise such fact in such manner as the Board may require,  and to give
the Corporation  and its transfer agents and registrars,  or such of them as the
Board may  require,  a bond in such form,  in such sums and with such  surety or
sureties as the Board may direct,  to indemnify the Corporation and its transfer
agents and registrars  against any claim that may be made against any of them on
account of the continued  existence of any such  certificate  so alleged to have
been lost, destroyed,  stolen or mutilated and against any expense in connection
with such claim.

                  7.5 RULES AND  REGULATIONS.  The Board may make such rules and
regulations as it may deem  expedient,  not  inconsistent  with these By-laws or
with the  Certificate  of  Incorporation,  concerning  the issue,  transfer  and
registration of certificates representing shares of its capital stock.

                  7.6 RESTRICTION ON TRANSFER OF STOCK. A written restriction on
the transfer or registration of transfer of capital stock of the Corporation, if
permitted by


<PAGE>
                                                                              31


Section  202 of the  General  Corporation  Law and  noted  conspicuously  on the
certificate  representing such capital stock, may be enforced against the holder
of the  restricted  capital  stock or any successor or transferee of the holder,
including  an  executor,  administrator,  trustee,  guardian or other  fiduciary
entrusted  with like  responsibility  for the  person  or estate of the  holder.
Unless noted conspicuously on the certificate representing such capital stock, a
restriction,  even though  permitted  by Section 202 of the General  Corporation
Law, shall be ineffective  except against a person with actual  knowledge of the
restriction.  A  restriction  on the  transfer  or  registration  of transfer of
capital stock of the  Corporation  may be imposed  either by the  Certificate of
Incorporation  or by an agreement among any number of stockholders or among such
stockholders  and the  Corporation.  No  restriction so imposed shall be binding
with respect to capital  stock  issued prior to the adoption of the  restriction
unless the holders of such capital stock are parties to an agreement or voted in
favor of the restriction.

                  7.7 DIVIDENDS, SURPLUS, ETC.  Subject to the provisions of the
Certificate of Incorporation and of law, the Board:

                                    7.7.1  may declare and pay dividends or make
         other  distributions on the outstanding shares of capital stock in such
         amounts and at such time or times as it, in its discretion,  shall deem
         advisable  giving due  consideration to the condition of the affairs of
         the Corporation;

                                    7.7.2  may use and apply, in its discretion,
         any of the surplus of the  Corporation  in  purchasing or acquiring any
         shares  of  capital  stock of the  Corporation,  or  purchase  warrants
         therefor,  in  accordance  with law,  or any of its bonds,  debentures,
         notes, scrip or other securities or evidences of indebtedness; and

<PAGE>
                                                                              32


                                    7.7.3 may set aside from time to time out of
         such surplus or net profits such sum or sums as, in its discretion,  it
         may think  proper,  as a  reserve  fund to meet  contingencies,  or for
         equalizing  dividends or for the purpose of  maintaining  or increasing
         the property or business of the Corporation,  or for any purpose it may
         think conducive to the best interests of the Corporation.


                                    ARTICLE 8

                                 INDEMNIFICATION

                  8.1  INDEMNITY  UNDERTAKING.  To the extent not  prohibited by
law,  the  Corporation  shall  indemnify  any  person  who  is or was  made,  or
threatened to be made, a party to any threatened,  pending or completed  action,
suit or proceeding (a "Proceeding"),  whether civil, criminal, administrative or
investigative,  including,  without limitation,  an action by or in the right of
the  Corporation to procure a judgment in its favor,  by reason of the fact that
such person, or a person of whom such person is the legal representative,  is or
was a  Director  or  officer  of the  Corporation,  or,  at the  request  of the
Corporation, is or was serving as a director or officer of any other corporation
or  in  a  capacity  with  comparable  authority  or  responsibilities  for  any
partnership, joint venture, trust, employee benefit plan or other enterprise (an
"Other Entity"), against judgments, fines, penalties, excise taxes, amounts paid
in  settlement  and costs,  charges and  expenses  (including  attorneys'  fees,
disbursements  and other charges).  Persons who are not directors or officers of
the  Corporation  (or  otherwise  entitled  to  indemnification  pursuant to the
preceding  sentence) may be similarly  indemnified  in respect of service to the
Corporation  or to an Other  Entity at the  request


<PAGE>
                                                                              33


of the  Corporation  to the  extent  the Board at any time  specifies  that such
persons are entitled to the benefits of this Article 8.

                  8.2 ADVANCEMENT OF EXPENSES.  The Corporation shall, from time
to time,  reimburse  or advance  to any  Director  or  officer  or other  person
entitled  to  indemnification  hereunder  the funds  necessary  for  payment  of
expenses,  including  attorneys' fees and disbursements,  incurred in connection
with any  Proceeding,  in advance of the final  disposition of such  Proceeding;
PROVIDED,  HOWEVER,  that,  if  required by the General  Corporation  Law,  such
expenses incurred by or on behalf of any Director or officer or other person may
be paid in advance of the final disposition of a Proceeding only upon receipt by
the Corporation of an  undertaking,  by or on behalf of such Director or officer
(or other person indemnified hereunder), to repay any such amount so advanced if
it shall ultimately be determined by final judicial decision from which there is
no further  right of appeal that such  Director,  officer or other person is not
entitled to be indemnified for such expenses.

                  8.3 RIGHTS NOT EXCLUSIVE.  The rights to  indemnification  and
reimbursement  or advancement of expenses  provided by, or granted  pursuant to,
this  Article  8 shall not be deemed  exclusive  of any other  rights to which a
person seeking  indemnification  or reimbursement or advancement of expenses may
have  or  hereafter  be  entitled   under  any  statute,   the   Certificate  of
Incorporation,  these  By-laws,  any  agreement,  any  vote of  stockholders  or
disinterested  Directors or otherwise,  both as to action in his or her official
capacity and as to action in another capacity while holding such office.

                  8.4  CONTINUATION OF BENEFITS.  The rights to  indemnification
and  reimbursement  or advancement of expenses  provided by, or granted pursuant
to, this


<PAGE>
                                                                              34


Article 8 shall  continue  as to a person  who has  ceased to be a  Director  or
officer (or other person  indemnified  hereunder) and shall inure to the benefit
of the executors, administrators, legatees and distributees of such person.

                  8.5 INSURANCE.  The  Corporation  shall have power 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 an Other
Entity,  against any liability asserted against such person and incurred by such
person in any such  capacity,  or arising out of such  person's  status as such,
whether or not the  Corporation  would have the power to  indemnify  such person
against such liability  under the provisions of this Article 8, the  Certificate
of  Incorporation  or under  Section 145 of the General  Corporation  Law or any
other provision of law.

                  8.6 BINDING EFFECT.  The provisions of this Article 8 shall be
a contract  between the  Corporation,  on the one hand,  and each  Director  and
officer  who serves in such  capacity  at any time  while  this  Article 8 is in
effect and any other person entitled to indemnification  hereunder, on the other
hand, pursuant to which the Corporation and each such Director, officer or other
person intend to be, and shall be legally bound.  No repeal or  modification  of
this Article 8 shall affect any rights or obligations  with respect to any state
of facts then or  theretofore  existing or thereafter  arising or any proceeding
theretofore or thereafter  brought or threatened  based in whole or in part upon
any such state of facts.

                  8.7  PROCEDURAL  RIGHTS.  The  rights to  indemnification  and
reimbursement  or advancement of expenses  provided by, or granted  pursuant to,
this  Article  8  shall  be   enforceable   by  any  person   entitled  to  such
indemnification  or


<PAGE>
                                                                              35


reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such  indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation.  Neither the failure
of the  Corporation  (including its Board of Directors,  its  independent  legal
counsel  and  its  stockholders)  to  have  made a  determination  prior  to the
commencement  of such  action  that such  indemnification  or  reimbursement  or
advancement  of  expenses  is  proper  in  the   circumstances   nor  an  actual
determination  by  the  Corporation  (including  its  Board  of  Directors,  its
independent legal counsel and its stockholders) that such person is not entitled
to such  indemnification  or  reimbursement  or  advancement  of expenses  shall
constitute a defense to the action or create a  presumption  that such person is
not so  entitled.  Such a person  shall  also be  indemnified  for any  expenses
incurred in connection with  successfully  establishing his or her right to such
indemnification  or  reimbursement  or advancement  of expenses,  in whole or in
part, in any such proceeding.

                  8.8 SERVICE DEEMED AT CORPORATION'S  REQUEST.  Any Director or
officer of the  Corporation  serving in any capacity (a) another  corporation of
which a majority of the shares entitled to vote in the election of its directors
is held, directly or indirectly,  by the Corporation or (b) any employee benefit
plan of the  Corporation or any  corporation  referred to in clause (a) shall be
deemed to be doing so at the request of the Corporation.

                  8.9  ELECTION OF  APPLICABLE  LAW.  Any person  entitled to be
indemnified or to  reimbursement or advancement of expenses as a matter of right
pursuant  to this  Article 8 may elect to have the right to  indemnification  or
reimbursement  or  advancement  of  expenses  interpreted  on the  basis  of the
applicable  law in effect at the


<PAGE>
                                                                              36


time of the  occurrence  of the event or events  giving  rise to the  applicable
Proceeding,  to the extent  permitted by law, or on the basis of the  applicable
law in effect at the time such  indemnification  or reimbursement or advancement
of expenses is sought.  Such  election  shall be made, by a notice in writing to
the Corporation,  at the time indemnification or reimbursement or advancement of
expenses is sought;  PROVIDED,  HOWEVER,  that if no such  notice is given,  the
right to  indemnification  or  reimbursement or advancement of expenses shall be
determined by the law in effect at the time  indemnification or reimbursement or
advancement of expenses is sought.


                                    ARTICLE 9

                                BOOKS AND RECORDS

                  9.1 BOOKS AND  RECORDS.  There shall be kept at the  principal
office of the  Corporation  correct  and  complete  records and books of account
recording  the  financial  transactions  of the  Corporation  and minutes of the
proceedings of the  stockholders,  the Board and any committee of the Board. The
Corporation shall keep at its principal office, or at the office of the transfer
agent or  registrar  of the  Corporation,  a record  containing  the  names  and
addresses of all  stockholders,  the number and class of shares held by each and
the dates when they respectively became the owners of record thereof.

                  9.2 FORM OF RECORDS. Any records maintained by the Corporation
in the regular  course of its business,  including  its stock  ledger,  books of
account,  and minute  books,  may be kept on, or be in the form of, punch cards,
magnetic  tape,  photographs,  microphotographs,  discs,  CD-ROM  or  any  other
information  storage device,  provided that the records so kept can be converted
into clearly  legible  written


<PAGE>
                                                                              37


form within a reasonable  time. The Corporation  shall so convert any records so
kept upon the request of any person entitled to inspect the same.

                 9.3 INSPECTION  OF BOOKS  AND  RECORDS.   Except  as  otherwise
provided by law, the Board shall  determine  from time to time whether,  and, if
allowed,  when and under what conditions and regulations,  the accounts,  books,
minutes and other records of the  Corporation,  or any of them, shall be open to
the stockholders for inspection.


                                   ARTICLE 10

                                      SEAL

                  The corporate  seal shall have  inscribed  thereon the name of
the  Corporation,  the year of its  organization  and the words "Corporate Seal,
Delaware."  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or otherwise reproduced.


                                   ARTICLE 11

                                   FISCAL YEAR

                  The fiscal year of the Corporation  shall be fixed, and may be
changed, by resolution of the Board.


                                   ARTICLE 12

                              PROXIES AND CONSENTS

                  Unless  otherwise  directed by the Board,  the  Chairman,  the
President,  any Vice  President,  the Secretary or the Treasurer,  or any one of
them, may execute and deliver on behalf of the  Corporation  proxies  respecting
any and all shares or other ownership interests of any Other Entity owned by the
Corporation  appointing such


<PAGE>
                                                                              38


person or  persons  as the  officer  executing  the same  shall  deem  proper to
represent and vote the shares or other  ownership  interests so owned at any and
all meetings of holders of shares or other ownership interests,  whether general
or special,  and/or to execute and deliver  consents  respecting  such shares or
other  ownership  interests;  or any of the  aforesaid  officers  may attend any
meeting of the  holders  of shares or other  ownership  interests  of such Other
Entity and thereat vote or exercise  any or all other powers of the  Corporation
as the holder of such shares or other ownership interests.


                                   ARTICLE 13

                                EMERGENCY BY-LAWS

             Unless the Certificate of  Incorporation  provides  otherwise,  the
following  provisions of this Article 13 shall be effective during an emergency,
which is  defined  as when a quorum  of the  Corporation's  Directors  cannot be
readily assembled because of some catastrophic event. During such emergency:

                  13.1 NOTICE TO BOARD  MEMBERS.  Any one member of the Board or
any one of the following  officers:  Chairman,  President,  any Vice  President,
Secretary, or Treasurer, may call a meeting of the Board. Notice of such meeting
need be given only to those  Directors whom it is practicable to reach,  and may
be given in any  practical  manner,  including by  publication  and radio.  Such
notice shall be given at least six hours prior to commencement of the meeting.

                  13.2 TEMPORARY  DIRECTORS AND QUORUM.  One or more officers of
the  Corporation  present at the  emergency  Board  meeting,  as is necessary to
achieve a quorum, shall be considered to be Directors for the meeting, and shall
so serve in order of rank,  and within the same rank, in order of seniority.  In
the event that less than a quorum of the  Directors are present  (including  any
officers who are to serve as


<PAGE>
                                                                              39


Directors for the meeting),  those  Directors  present  (including  the officers
serving as Directors) shall constitute a quorum.

                  13.3  ACTIONS PERMITTED TO BE TAKEN.  The Board as constituted
in Section 13.2, and after notice as set forth in Section 13.1 may:

                           13.3.1  prescribe  emergency powers to any officer of
         the  Corporation;

                           13.3.2  delegate to any officer or Director,  any  of
         the  powers  of the  Board;

                           13.3.3  designate lines of succession of officers and
         agents,  in the  event  that any of them are  unable to discharge their
         duties;

                           13.3.4  relocate the principal place of business,  or
         designate successive or  simultaneous principal places of business; and

                           13.3.5   take  any  other   convenient,   helpful  or
         necessary action to carry on the business of the Corporation.


                                   ARTICLE 14

                                   AMENDMENTS

                  These  By-laws may be amended or repealed  and new By-laws may
be adopted by a majority  vote of the holders of shares  entitled to vote in the
election of  Directors  or by the Board.  Any By-laws  adopted or amended by the
Board may be amended or repealed by the Stockholders entitled to vote thereon.