AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                        PALOMAR MEDICAL TECHNOLOGIES, INC
 .
                              (as of June 7, 2000)

                                    ARTICLE I

                                     Offices

     SECTION 1.  Registered  Office.  The registered  office of Palomar  Medical
                 -------------------
Technologies,  Inc.  (the "Corporation")  in  the  State  of Delaware,  shall be
1013 Centre Road,  Wilmington,  New Castle County,  Delaware 19805.  The
registered  agent at such address is The  Prentice-Hall  Corporation
System, Inc.

     SECTION 2. Other  Offices.  The  Corporation  may also have offices at such
                ---------------
other  places  either  within or without  the State of  Delaware as the Board of
Directors (the "Board") may from time to time determine.

                                   ARTICLE II

                            Meetings of Stockholders

     SECTION 1. Annual  Meetings.  The annual meeting of the stockholders of the
                ----------------
Corporation  for the election of directors and for the transaction of such other
business as may  properly  come  before the meeting  shall be held at such hour,
date and place within or without the United  States as the Board may  determine.
If for any reason the annual  meeting has not been held for a period of thirteen
(13) months after the  Corporation's  last annual meeting,  a special meeting in
lieu of the  annual  meeting  may be held,  with all the force and  effect of an
annual meeting, on such date and at such place and hour as shall be fixed by the
Board.

     SECTION 2. Special Meetings. Except as otherwise required by law, a
                ----------------
special meeting of the stockholders for any purpose or purposes may be called at
any time only by the Board pursuant to a resolution  approved by the affirmative
vote of a majority of the directors then in office. Only those matters set forth
in the  notice of the  special  meeting  may be  considered  or acted  upon at a
special meeting of stockholders of the Corporation, unless otherwise provided by
law.

     SECTION 3. Notice of Meetings; Adjournments.  Except as otherwise expressly
                ---------------------------------
required by these By-laws or by law, notice of each meeting of the  stockholders
shall be given by the Secretary (the "Secretary") or Assistant  Secretary of the
Corporation not less than ten (10) nor more than sixty (60) days before the date
of the meeting to each  stockholder of record  entitled to

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notice of, or to vote at, such meeting by delivering a typewritten  or printed
notice thereof to such stockholder  personally or by depositing  such notice in
the United States mail, directed to such stockholder at such stockholder's
address as it appears on the stock records of the Corporation.  Every such
notice shall state 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.
Notice of any meeting of stockholders need not be given to a  stockholder  if a
written  waiver  of  notice is signed before or after such meeting by such
stockholder or if such stockholder  attends such meeting, unless such attendance
was for the express purpose of objecting at the  beginning of the meeting to the
transaction  of any  business  because the meeting  was not  lawfully  called
or  convened.  Neither  the  business  to be transacted at, nor the purpose of,
any meeting of stockholders need be specified in any written waiver of notice.

     The Board may postpone  and  reschedule  any  previously  scheduled  annual
meeting or special  meeting of  stockholders  and any record  date with  respect
thereto,  regardless of whether any notice or public  disclosure with respect to
any such meeting has been sent or made  pursuant to Section 10 of this Article I
of these By-laws or otherwise.  In no event shall the public  announcement of an
adjournment, postponement or rescheduling of any previously scheduled meeting of
stockholders commence a new time period for the giving of a stockholder's notice
under Section 10 of this Article I of these By-laws.

     When any meeting is  convened,  the chairman of the meeting may adjourn the
meeting if (a) no quorum is present for the  transaction  of  business,  (b) the
Board  determines  that  adjournment  is necessary or  appropriate to enable the
stockholders to consider fully  information  which the Board  determines has not
been made sufficiently or timely available to stockholders,  or (c) the chairman
of the meeting determines that adjournment is otherwise in the best interests of
the  Corporation.  When any annual meeting or special meeting of stockholders is
adjourned  to  another  hour,  date or  place,  notice  need not be given of the
adjourned  meeting  other  than an  announcement  at the  meeting  at which  the
adjournment  is taken of the  hour,  date and  place  to which  the  meeting  is
adjourned;  provided, however, that if the adjournment is for more than 30 days,
or if  after  the  adjournment  a new  record  date is fixed  for the  adjourned
meeting,  notice of the adjourned  meeting shall be given to each stockholder of
record  entitled to vote thereat and each  stockholder  who, by law or under the
Certificate of Incorporation or these By-laws, is entitled to such notice.

     SECTION  4.  Quorum and Manner of  Acting.  Except as  otherwise  expressly
                  -----------------------------
required by law, if  stockholders  holding of record  one-third of the shares of
stock of the  Corporation  issued,  outstanding  and entitled to be voted at the
particular  meeting  shall be  present  in person or by proxy,  a quorum for the
transaction of business at any meeting of the  stockholders  shall exist. In the
absence  of a quorum at any such  meeting  or any  adjournment  or  adjournments
thereof,  a majority in voting  interest of those  present in person or by proxy
and  entitled to vote  thereat may adjourn  such meeting from time to time until
stockholder  holding the amount of stock requisite for a quorum shall be present
in  person  or by  proxy.  At any such  adjourned  meeting  at which a quorum is
present any business may be transacted  which might have been  transacted at the
meeting as originally  called.  The  stockholders  present at a duly constituted
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

     SECTION 5.  Organization of Meetings.  At each meeting of the stockholders,
                 -------------------------
one of the  following  shall act as chairman of the meeting and preside  thereat
and shall have the power,

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among other  things,  to adjourn  such meeting at any time and from time to
time,  subject to  Sections 3 and 4 of this  Article I, in the following order
of precedence:

                  (a)      the Chairman of the Board;
                  (b)      the Chief Executive Officer;
                  (c)      the President;
                  (d)      any other officer of the Corporation designated by
                           the Board.

The Secretary or, if the  Secretary  shall be absent from or presiding  over the
meeting in accordance with the provisions of this Section 5, the person whom the
chairman of the meeting shall appoint, shall act as Secretary of the meeting and
keep the minutes thereof.

     SECTION 6.        Order of Business.  The order of business at each
                       -----------------
meeting of the stockholders shall be determined by the chairman of the meeting.

     SECTION  7.  Voting  and  Proxies.  Except  as  otherwise  provided  in the
                  ---------------------
Certificate of  Incorporation,  each  stockholder  shall, at each meeting of the
stockholders,  be  entitled  to one vote in person or by proxy for each share of
stock of the  Corporation  which has voting power on the matter in question held
by such  stockholder  and  registered  in such  stockholder's  name on the stock
record of the Corporation:

     (a) on the date fixed pursuant to the provisions of Section 6 of Article VI
of these By-laws as the record date for the  determination  of stockholders  who
shall be entitled to-receive notice of and to vote at such meeting; or

     (b) if no  record  date  shall  have  been so  fixed,  then at the close of
business on the day next  preceding the day on which notice of the meeting shall
be given or, if notice of the meeting shall be waived,  at the close of business
on the day next preceding the day on which the meeting shall be held.

Any  vote  of  stock  of the  Corporation  may be  held  at any  meeting  of the
stockholders  by the  person  entitled  to vote the same in person or by written
proxy,  but no proxy  shall be voted or acted  upon after  three  years from its
date, unless the proxy provides for a longer period. Proxies shall be filed with
the  Secretary of the meeting  before being voted.  Except as otherwise  limited
therein or as  otherwise  provided  by law,  proxies  shall  entitle the persons
authorized  thereby to vote at any  adjournment of such meeting,  but they shall
not be valid after final  adjournment  of such meeting.  A proxy with respect to
stock held in the name of two or more  persons  shall be valid if executed by or
on behalf of any one of them unless at or prior to the exercise of the proxy the
Corporation  receives a specific  written notice to the contrary from any one of
them.

     When a quorum is present at any meeting,  any matter  before any meeting of
stockholders  shall be decided by a majority of the votes  properly cast on such
matter other than an election to office,  except where a larger vote is required
by law, by the Certificate of Incorporation or by these By-laws. Any election of
directors  by  stockholders  shall be  determined  by a  plurality  of the votes
properly  cast on the  election  of  directors,  except  where a larger  vote is
required by law, by the Certificate of Incorporation or by these By-laws.

     SECTION 8. Consent in Lieu of Meeting.  Any action  required to be taken or
                ---------------------------
any  other  action  which  may 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 in writing, setting forth the

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<PAGE>

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 vote thereon
were present and voted,  provided that 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.

     SECTION 9. Inspectors. Either the Board or, in the absence of a designation
                -----------
of inspectors by the Board,  the chairman of the meeting may, in the  discretion
of the Board or the chairman,  appoint one or more  inspectors,  who need not be
stockholders,  who shall  receive  and take  charge of ballots  and  proxies and
decide all questions  relating to the qualification of those asserting the right
to vote and the validity of ballots and proxies.  In the event of the failure or
refusal to serve of any inspector  designated by the Board,  the chairman of the
meeting  shall  appoint  an  inspector  to act in place of each  such  inspector
designated by the Board.

     SECTION 10. Notice of  Stockholder  Business and Nomination at a Meeting of
                 ---------------------------------------------------------------
the Stockholders.
-----------------
                  (a)      Annual Meetings of Stockholders.
                           -------------------------------

     (i) Nominations of persons for election to the Board of the Corporation and
the proposal of business to be considered by the  stockholders may be made at an
annual meeting of stockholders  pursuant to the Corporation's notice of meeting,
by or at the direction of the Board or by any stockholder of the Corporation who
was a stockholder of record at the time of giving of notice provided for in this
By-law,  who is entitled to vote at the meeting and who complied with the notice
procedures set forth in this By-law.

     (ii) For  nominations  or other  business to be properly  brought before an
annual  meeting  of  stockholders  by a  stockholder  pursuant  to clause (c) of
paragraph  (a)(1) of this By-law,  the stockholder must have given timely notice
thereof in writing to the Secretary of the  Corporation  and such other business
must be a proper matter for stockholder  action.  To be timely,  a stockholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not later than the close of business on the 90th day nor earlier
than the close of  business on the 120th day prior to the first  anniversary  of
the preceding year's annual meeting of stockholders;  provided, however, that in
the event that the date of the annual  meeting of  stockholders  is more than 30
days  before or more than 60 days after  such  anniversary  date,  notice by the
stockholder  to be timely must be so  delivered  not  earlier  than the close of
business  on the 120th day prior to such  annual  meeting and not later than the
close of business  on the later of the 90th 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.  In no  event  shall  the  public  announcement  of an
adjournment of an annual meeting of stockholders  commence a new time period for
the giving of a  stockholder's  notice as described  above.  Such  stockholder's
notice  shall set forth (a) as to each person whom the  stockholder  proposes to
nominate for election or  reelection as a director all  information  relating to
such person that is required to be  disclosed  in  solicitations  of proxies for
election of directors in an election contest, or is otherwise required,  in each
case pursuant to Regulation  14A under the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's
written  consent  to being  named in the proxy  statement  as a  nominee  and to
serving  as a  director  if  elected);  (b) as to any  other  business  that the
stockholder  proposes to bring before the meeting,  a brief



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<PAGE>

description  of the business  desired to be brought  before the meeting,  the
reasons for conducting such business at the meeting and any material  interest
in such business of such stockholder  and the beneficial  owner,  if any,
on whose behalf the proposal is made; and (c) as to the stockholder  giving the
notice and the beneficial owner, if any,  on whose  behalf the  nomination  or
proposal is made (i) the name and address of such stockholder,  as they appear
on the Corporation's  books, and of such  beneficial  owner,  and  (ii)  the
class  and  number  of  shares  of the Corporation  which are owned
beneficially and of record by such stockholder and such beneficial owner.

     (iii)  Notwithstanding  anything in the second sentence of paragraph (a)(2)
of this By-law to the contrary,  in the event that the number of directors to be
elected  to the Board of the  Corporation  is  increased  and there is no public
announcement  naming all of the nominees for director or specifying  the size of
the increased Board made by the Corporation at least 100 days prior to the first
anniversary  of  the  preceding  year's  annual  meeting  of   stockholders,   a
stockholder's  notice  required by this By-law shall also be considered  timely,
but  only  with  respect  to  nominees  for any new  positions  created  by such
increase,  if it shall be delivered to the Secretary at the principal  executive
offices of the  Corporation not later than the close of business on the 10th day
following  the day on  which  such  public  announcement  is  first  made by the
Corporation.

     (b) Special Meetings of Stockholders. Only such business shall be conducted
         ---------------------------------
at a special  meeting  of  stockholders  as shall have been  brought  before the
meeting pursuant to the Corporation's notice of meeting.  Nominations of persons
for election to the Board may be made at a special  meeting of  stockholders  at
which  directors  are to be  elected  pursuant  to the  Corporation's  notice of
meeting (a) by or at the direction of the Board or (b) by any stockholder of the
Corporation  who is a  stockholder  of  record  at the time of  giving of notice
provided  for in this  By-law,  who shall be entitled to vote at the meeting and
who complies with the notice  procedures set forth in this By-law.  In the event
the  Corporation  calls a special  meeting of  stockholders  for the  purpose of
electing one or more directors to the Board, any such stockholder may nominate a
person or persons  (as the case may be),  for  election to such  position(s)  as
specified in the Corporation's  notice of meeting,  if the stockholder's  notice
required by paragraph  (a)(2) of this By-law shall be delivered to the Secretary
at the principal executive offices of the Corporation not earlier than the close
of  business on the 120th day prior to such  special  meeting and not later than
the close of business on the later of the 90th day prior to such special meeting
or the 10th day following the day on which public  announcement is first made of
the date of the special meeting and of the nominees  proposed by the Board to be
elected  at such  meeting.  In no event  shall  the  public  announcement  of an
adjournment of a special meeting  commence a new time period for the giving of a
stockholder's notice as described above.

                  (c)      General.
                           -------

     (i) Only such persons who are nominated in accordance  with the  procedures
set forth in this  By-law  shall be  eligible  for  election  as and to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance  with the procedures
set  forth in this  By-law.  If the  Board  or a  designated  committee  thereof
determines that any stockholder  proposal or nomination was not made in a timely
fashion in accordance with the provisions of this By-law or that the information
provided in a stockholder's notice does not satisfy the information requirements
of this By-law in any material respect, such proposal or nomination shall not be
presented  for action at the annual  meeting of


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<PAGE>

stockholders  in  question.  If neither the Board nor such committee makes a
determination as to the validity of any  stockholder  proposal  or  nomination
in the manner set forth  above,  the chairman  of the  meeting  of the  annual
meeting  of  the  stockholders  shall determine whether the stockholder
proposal or nomination was made in accordance with the terms of this By-law.
If the chairman of the meeting  determines  that any  stockholder  proposal  or
nomination  was not made in a timely  fashion in accordance with the provisions
of this By-law or that the  information  provided in a stockholder's notice does
not satisfy the information  requirements of this By-law  in any  material
respect,  such  proposal  or  nomination  shall not be presented  for  action at
the  annual  meeting  in  question.  If the  Board,  a designated  committee
thereof or the chairman of the meeting  determines that a stockholder  proposal
or nomination was made in accordance with the requirements of this  By-law,  the
chairman  of the  meeting  shall so declare at the annual meeting of the
stockholders and ballots shall be provided for use at the meeting with respect
to such proposal or nomination.

     (ii)  For  purposes  of  this  By-law,  "public  announcement"  shall  mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation  with the Securities  and Exchange  Commission  (including,  without
limitation, a Form 8-K) pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     (iii)   Notwithstanding   the  foregoing   provisions  of  this  By-law,  a
stockholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this  By-law.  Nothing  in this  By-law  shall be deemed to affect  any
rights of  stockholders to request  inclusion of proposals in the  Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                                   ARTICLE III

                               Board of Directors
                               -------------------

         SECTION 1.        General Powers.  The property, business, affairs and
                           --------------
 policies of the Corporation shall be managed by or under the direction of the
 Board.

         SECTION 2. Number and Term of Office.  The number of  directors  of the
                    --------------------------
Corporation  shall be fixed solely by resolution  duly adopted from time to time
by the Board. No director need be a stockholder of the Corporation.  Each of the
directors of the  Corporation  shall hold office until the annual  meeting after
such director's  election and until such  director's  successor shall be elected
and shall  qualify or until such  director's  earlier  death or  resignation  or
removal in the manner hereinafter provided.

         SECTION 3.        Meetings.
                           --------

                  (a) Annual Meetings.  The annual meeting of the Board, for the
                      ----------------
purpose of organization,  the elections of officers and the transaction of other
business,  shall  be  held  at the  place  of and  immediately  following  final
adjournment of the annual meeting of stockholders or the special meeting in lieu
thereof.


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<PAGE>

                  (b)      Regular Meetings.  Regular meetings of the Board or
                           ----------------
any committee thereof shall be held as the Board or such committee shall from
time to time determine.

                  (c)      Special Meetings.  Special meetings of the Board may
                           ----------------
be called by the Chairman of the Board or by a majority of the directors then in
office.

                  (d)  Notice of  Meetings.  No  notice  of  annual  or  regular
                       -------------------
meetings of the Board or of any committee  thereof or of any  adjourned  meeting
thereof  need  be  given.  The  Secretary,  or in case  of the  death,  absence,
incapacity  or refusal of such  person,  the Chairman of the Board or such other
officer designated by the Board, shall give prior notice to each director of the
date,  time and  place  of each  special  meeting  of the  Board or  adjournment
thereof. Such notice shall be given to each director in person, by telephone, or
by facsimile,  telex,  telecopy,  telegram,  or other written form of electronic
communication,  sent to his or her usual  business or home address,  at least 24
hours in advance of the special  meeting,  or by written notice mailed to his or
her usual business or home address,  at least 48 hours in advance of the special
meeting. Such notice shall be deemed to be delivered when hand delivered to such
address, read to such director by telephone, deposited in the mail so addressed,
with postage  thereon  prepaid if mailed,  dispatched or  transmitted  if faxed,
telexed or  telecopied,  or when  delivered to the telegraph  company if sent by
telegram.

         When any Board meeting,  either regular or special, is adjourned for 30
days or more,  notice of the adjourned  meeting shall be given as in the case of
an original  meeting.  It shall not be necessary to give any notice of the hour,
date or place of any meeting  adjourned for less than 30 days or of the business
to be transacted  thereat,  other than an  announcement  at the meeting at which
such  adjournment  is taken of the hour,  date and place to which the meeting is
adjourned.

         A  written  waiver  of notice  signed  before  or after a meeting  by a
director  and  filed  with the  records  of the  meeting  shall be  deemed to be
equivalent to notice of the meeting.  The  attendance of a director at a meeting
shall  constitute  a waiver of notice of such  meeting,  except where a director
attends a meeting for the express  purpose of objecting at the  beginning of the
meeting to the transaction of any business  because such meeting is not lawfully
called or convened.  Except as otherwise  required by law, by the Certificate of
Incorporation or by these By-laws, neither the business to be transacted at, nor
the  purpose  of, any  meeting  of the Board or any  committee  thereof  need be
specified in the notice or waiver of notice of such meeting.

                  (e) Time and Place of Meeting.  Regular  meetings of the Board
                      --------------------------
or any committee  thereof shall be held at such times and place or places within
or outside of the United States as the Board or such  committee may from time to
time determine.  Special meetings of the Board or any committee thereof shall be
held at such times and places as the callers thereof may determine.

                  (f) Quorum and Manner of Acting. Except as otherwise expressly
                      ---------------------------
required by these By-laws or by law, a majority of the directors  then in office
and a majority of the members of any committee shall be present in person at any
meeting  thereof in order to constitute a quorum for the transaction of business
at such meeting, and the vote of a majority of the directors present at any such
meeting at which a quorum is present  shall be necessary  for the passage of any
resolution  or for an act to be the act of the Board or such  committee.  In the
absence of a quorum,  a majority of the  directors  present  thereat may adjourn
such meeting either finally or from time to time to another time and place until
a quorum  shall be present  thereat,  and


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<PAGE>

the meeting  may be held as  adjourned without further notice,  except as
provided in Section 3(d) of this Article III. Any  business  which might have
been  transacted  at the  meeting as  originally noticed  may be  transacted  at
such  adjourned  meeting  at which a  quorum  is present.

                  (g)      Organization of Meetings.  At each meeting of the
                           ------------------------
Board, one of the following shall act as chairman of the meeting and preside
thereat, in the following order of precedence:

                           (i)      the Chairman of the Board;

                           (ii)     any director chosen by a majority of the
                                    directors present thereat.

The  Secretary  or, in case of the  Secretary's  absence,  the  person  whom the
chairman of the meeting  shall  appoint,  shall act as secretary of such meeting
and keep the minutes thereof. The order of business at each meeting of the Board
shall be determined by the chairman of such meeting.

                  (h)  Consent  in Lieu  of  Meeting.  Any  action  required  or
                       ------------------------------
permitted to be taken at any meeting of the Board or 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 a writing or writings  and such writing or writings
are filed with the minutes or the  proceedings  of the Board or committee.  Such
consents shall be treated for all purposes as a vote at a meeting.

                  (i) Action by  Communications  Equipment.  The  directors  may
                      -------------------------------------
participate  in a meeting  of the  Board or any  committee  thereof  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
shall constitute presence in person at such meeting.

         SECTION 4. Compensation.  Each director, in consideration of serving as
                    -------------
such, may receive from the  Corporation  such amount per annum and such fees and
expenses  incurred for  attendance at meetings of the Board or of any committee,
or both, as the Board may from time to time determine. Nothing contained in this
Section shall be construed to preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.

         SECTION 5.        Resignation, Removal and Vacancies.  Any director
                           ----------------------------------
may resign at any time by giving written notice of such resignation to the
Chief Executive Officer or the Secretary.

         Any such  resignation  shall take effect at the time specified  therein
or, if not specified therein,  upon receipt.  Unless otherwise  specified in the
resignation, its acceptances shall not be necessary to make it effective. Any or
all of the  directors may be removed at any time for cause or without cause at a
meeting of stockholders by vote of a majority of shares then entitled to vote at
an election of directors.  Any director also may be removed as a director at any
time for cause by vote of a majority of the directors then in office.

         If the office of any director  becomes  vacant at any time by reason of
death,  resignation,  retirement,  disqualification,   removal  from  office  or
otherwise,  or if  any  new  directorship  is  created  by any  increase  in the
authorized  number of  directors,  a majority of the  directors  then in office,
though  less  than a  quorum,  or the  sole  remaining  director,  may  choose a
successor  or fill the newly  created  directorship  and the  director so chosen
shall hold office,  subject to the provisions of these  By-laws,  until the next
annual  election of directors and until his successor  shall be duly


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<PAGE>

elected and shall qualify or until his earlier  resignation or removal.  In the
event that a vacancy  arising as  aforesaid  shall not have been  filled by the
Board,  such vacancy  may be filled by the  stockholders  at any meeting
thereof  after such office becomes  vacant.  If one or more  directors  shall
resign from the Board, effective  at a  future  date,  a  majority  of the
directors  then in  office, including those who have so prospectively resigned,
shall have the power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations  shall become effective,  and each
director so chosen shall hold office as herein provided in the filling of other
vacancies.  In the event of a vacancy in the Board, the remaining  directors,
except as otherwise provided by law, may exercise the powers of the full Board
until the vacancy is filled.

         SECTION 6. Committees.  The directors may, by vote of a majority of the
                    -----------
directors then in office,  appoint from their number one or more  committees and
delegate to such committees some or all of their powers to the extent  permitted
by law, the Certificate of Incorporation  or these By-laws.  Except as the Board
may otherwise determine,  any such committee may, by majority vote of the entire
committee,  make rules for the conduct of its business. The directors shall have
the power at any time to fill  vacancies  in any such  committee,  to change its
membership or to discharge the committee.  All members of such committees  shall
hold such offices at the pleasure of the Board. Any committee to which the Board
delegates  any of its powers or duties  shall keep  records of its  meetings and
shall report its action to the Board.

         SECTION 7. Advisory  Council.  The directors may, by vote of a majority
                   -------------------
of the directors then in office,  establish an advisory  council to the Board of
Directors.  The advisory council shall have no duties, but may provide the Board
with advice  relating to the  business of the  Corporation.  The members of this
council, in their capacity as advisory council members, shall not be entitled to
vote at any annual,  regular,  or special meetings of the Board and shall attend
such  meetings only at the  discretion of the Board of Directors.  The directors
shall  have the  power at any time to fill  vacancies  in any such  council,  to
change its  membership  or to discharge  the council.  No member of the advisory
council  as a result of such  capacity  shall be deemed  to be an  officer  or a
member of the Board of Directors.

                                   ARTICLE IV

                                    Officers
                                    --------
         SECTION 1. Election and Appointment and Term of Office. The officers of
                    --------------------------------------------
the Corporation shall be a Chairman,  President,  Chief Executive Officer,  such
number,  if any, of Vice  Presidents  (including  any  Executive  or Senior Vice
Presidents)  and  such  other  officers  as the  Board  may  from  time  to time
determine,  a Secretary  and a Treasurer.  Each such officer shall be elected by
the  Board at its  annual  meeting  and  hold  office  for  such  term as may be
prescribed by the Board. Two or more offices may be held by the same person.

         The Board may elect or appoint (and may authorize  the Chief  Executive
Officer  to  appoint)  such  other  officers  (including  one or more  Assistant
Secretaries and Assistant  Treasurers) as it deems necessary who shall have such
authority  and shall  perform such duties as the Board or the President may from
time to time prescribe.

         If additional  officers are elected or appointed  during the year, each
shall hold office until the next annual  meeting of the Board at which  officers
are regularly elected or appointed and



                                       9
<PAGE>

until such officer's successor is elected or appointed and qualified or until
such officer's  earlier death or resignation or removal in the manner
hereinafter provided.

         SECTION 2.        Duties and Functions.
                           --------------------

         (a) Chairman of the Board.  The  Directors  shall appoint a Chairman of
the Board.  When present he shall  preside at all meetings of the  Directors and
stockholders  and shall have such other powers and duties as are usually  vested
in the office of Chairman  of the Board as well as such other  powers and duties
as may be vested in him by the Board.

         (b) President. The President shall have general supervision and control
of all or a substantial  portion of the  operations of the business,  as well as
such other power and duties as may be vested in the  President by the Board,  or
the Chief Executive  Officer if other than the President.  In the absence of the
Chairman  of the Board,  the  President  shall  preside,  when  present,  at all
meetings of the Directors and stockholders.  In the absence or disability of the
Chief  Executive  Officer,  if other than the  President,  the  President  shall
perform the duties and exercise the powers of the Chief Executive Officer.

         (c) Chief Executive Officer. The Board of Directors,  shall appoint, as
the Chief Executive Officer of the Company,  the President,  the Chairman of the
Board,  or  any  other  officer  of  the  corporation  as  the  Board  may  deem
appropriate. The Chief Executive Officer shall have the ultimate supervision and
control of the operations of the business.

         (d) Vice Presidents.  Unless otherwise specified by the Board, the Vice
President,  or if there shall be more than one, the Vice Presidents in the order
determined  by  the  Directors,  shall,  in the  absence  or  disability  of the
President, perform the duties and exercise the powers of the President and shall
perform such other  duties and shall have such other powers as the  directors or
the Chief Executive Officer may from time to time prescribe.

         (e) Financial Officers. In addition to the election of a Treasurer, the
Directors may appoint one or more additional  financial officers.  The Directors
may designate one of the officers as the chief financial officer who, subject to
the  direction of the  Directors  and the Chief  Executive  Officer,  shall have
overall  supervision and control of the internal and external  financial affairs
of the  corporation  including  financial  reporting,  and the management of the
assets of the  corporation  as well as such  other  powers  and duties as may be
vested in him by the  Directors or the Chief  Executive  Officer.  He shall have
responsibility,  custody  and  control of all  funds,  securities  and  valuable
documents of the corporation except as the Directors may otherwise provide.

         (f)  Treasurer.  The Treasurer  shall,  subject to the  direction of
the Directors, the Chief Executive Officer and the chief financial officer, if
there be one, have general charge of managing the assets of the corporation.  He
shall perform  such other duties as may be vested in him by the  Directors,  the
Chief Executive Officer,  or the chief financial  officer.  In the event the
Directors have not designated a chief financial officer, or, if one is
designated,  in his absence or disability, the Treasurer shall have custody of
all funds, securities and valuable  documents of the corporation except as the
Directors may otherwise provide.

         (g) Secretary.  The Secretary  shall attend and keep the records of all
meetings of the stockholders, the Board and all other committees, if any, in one
or more books kept for that  purpose.  The  Secretary  shall give or cause to be
given due  notice of all  meetings  in  accordance  with  these  By-laws  and as


                                       10
<PAGE>

required  by law.  The  Secretary  shall  notify  the  several  officers  of the
Corporation  of all action  taken by the Board  concerning  matters  relating to
their  duties  and shall  transmit  to the  appropriate  officers  copies of all
contracts  and  resolutions  approved  by the  Board.  The  Secretary  shall  be
custodian of the seal of the Corporation and of all contracts,  deeds, documents
and other corporate papers,  records (except  financial and accounting  records)
and  indicia  of  title to  properties  owned by the  Corporation  shall  not be
committed  to the  custody  of  another  officer  by the  Board or by the  Chief
Executive Officer.  The Secretary shall affix or cause to be affixed the seal of
the Corporation to instruments requiring the same when the same have been signed
on behalf of the Corporation by a duly authorized  officer.  The Secretary shall
perform all duties and have all powers  incident to the office of Secretary  and
shall perform such other duties as shall be prescribed  from time to time by the
Directors or the Chef Executive Officer.

         SECTION 3. Resignation,  Removal and Vacancies.  Any officer may resign
                    -----------------------------------
at any time by giving written notice of such  resignation to the Chief Executive
Officer or the Secretary of the  Corporation.  Any such  resignation  shall take
effect at the time specified therein or, if not specified therein, when accepted
by action of the Board.

         Except as otherwise provided by law, any officer, agent or employee may
be removed,  with or without  cause,  at any time by the Board or by the officer
who made such appointment.

         A vacancy in any office may be filled for the unexpired  portion of the
term in the same manner as provided in these By-laws for election or appointment
to such office.

                                    ARTICLE V

                      Execution and Delivery of Documents;
                      ------------------------------------
                      Deposits; Proxies, Books and Records
                      ------------------------------------

         SECTION 1. Execution and Delivery of Documents;  Delegation.  The Board
                    -------------------------------------------------
shall designate the officers,  employees and agents of the Corporation who shall
have  power  to  execute  and  deliver  deeds,  contracts,   mortgages,   bonds,
debentures,  checks,  drafts and other orders for the payment of money and other
documents  for  and in the  name  of the  Corporation  and  may  authorize  such
officers,  employees and agents to delegate such power  (including  authority to
redelegate) by written instrument to other officers,  employees or agents of the
Corporation.

         SECTION 2 Deposits. All funds of the corporation not otherwise employed
                   --------
shall  be  deposited  from  time to time to the  credit  of the  Corporation  or
otherwise as the Board or the President or any other officer,  employee or agent
of the  Corporation  to whom power in that respect shall have been  delegated by
the Board or these By-laws shall select.

         SECTION 3.        Books and Records.  The books and records of the
                           -----------------
Corporation may be kept at such places within or without the State of Delaware
as the Board may from time to time determine.



                                       11
<PAGE>

                                   ARTICLE VI

             Certificates; Stock Record; Transfer and Registration;

                       New Certificates; Record Date; etc.

         SECTION  1.  Certificates  for  Stock.  Every  owner  of  stock  of the
                      -------------------------
Corporation  shall be entitled to have a  certificate  certifying  the number of
shares owned by such stockholder in the Corporation and designating the class of
stock to which such shares belong,  which shall otherwise be in such form as the
Board shall prescribe. Each such certificate shall be signed by the President or
a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Corporation.  Any of or all such signatures may
be facsimiles.  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 nevertheless 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. Every certificate surrendered to the Corporation for exchange or transfer
shall be canceled and a new certificate or  certificates  shall not be issued in
exchange for any existing certificate until such existing certificate shall have
been so canceled, except in cases provided for in Section 4 of this Article.

         SECTION 2. Stock  Record.  A stock  record in one or more  counterparts
                    -------------
shall be kept of the name of the person,  firm or  corporation  owning the stock
represented by each certificate for stock of the Corporation  issued, the number
of shares  represented  by each such  certificate,  the date thereof and, in the
case of cancellation, the date of cancellation.

         SECTION 3.        Transfer and Registration of Stock.
                           ----------------------------------

                  (a) Transfer.  The transfer of stock and certificates of stock
                      --------
which represent the stock of the  Corporation  shall be governed by Article 8 of
the Uniform  Commercial  Code, as adopted I the State of Delaware and as amended
from time to time.

                  (b)  Registration.  Registration  of transfer of shares of the
                       -------------
Corporation shall be made only on the books of the Corporation by the registered
holder thereof,  or by such holder's attorney  thereunto  authorized by power of
attorney duly executed and filed with the Secretary, and on the surrender of the
certificate or certificates for such shares properly  endorsed or accompanied by
a stock power duly executed, with any necessary transfer stamps affixed and with
such proof of authenticity of signatures and such proof of authority to make the
transfer as may be required by the Corporation or its transfer agent.


                                       12
<PAGE>


         SECTION 4.        New Certificates.
                           ----------------

                  (a) Lost,  Stolen  or  Destroyed  Certificates.  The Board may
                      ------------------------------------------
direct a new share  certificate or  certificates to be issued by the Corporation
for any certificate or certificates alleged to have been lost, stolen, mutilated
or  destroyed,  upon the  making  of an  affidavit  of that  fact by the  person
claiming  the  certificate  to be lost,  stolen,  mutilated or  destroyed.  When
authorizing such issue of a new certificate or  certificates,  the Board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen,  mutilated or destroyed certificate or certificates,
or such owner's legal representative, to give the Corporation a bond in such sum
and in such form as it may  direct as  indemnity  against  any claim that may be
made against the  Corporation  with respect tot he  certificate  alleged to have
been lost, stolen, mutilated or destroyed.

         SECTION 5.        Regulations.  The Board may make such rules and
                           -----------
regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates for stock of
the Corporation.

         SECTION 6. Fixing Date for  Determination of Stockholders of Record. 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,  or to
express consent to corporate action in writing without a meeting, or entitled 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 for the purpose of any other  lawful  action,  the Board
may fix, in advance, a record date, which shall not be more than 60 or less than
10 days  before  the date of such  meeting,  nor more than 60 days  prior to any
other action. A determination  of stockholders  entitled to notice of or to vote
at a meeting of the stockholders  shall apply to any adjournment of the meeting;
provided,  however,  that the Board may fix a new record date for the  adjourned
meeting.

                                   ARTICLE VII

                                      Seal
                                      ----
         The  Board  shall  have the  power to adopt  and  alter the seal of the
Corporation.

                                  ARTICLE VIII

                                 Indemnification
                                 ---------------
         SECTION  1.  Actions,  Etc.  Other  Than  by or in  the  Right  of  the
                      ----------------------------------------------------------
Corporation.  The  Corporation  shall,  to the full extent legally  permissible,
-----------
indemnify  any person who was 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,  including  a  grand  jury
proceeding,  and all appeals (but excluding any such action,  suit or proceeding
by or in the right of the  Corporation),  by reason of the fact that such person
is or was a director,  executive  officer (as  hereinafter  defined) or advisory
council  member of the  Corporation,  or is or was serving at the request of the
Corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including


                                       13
<PAGE>

attorneys' fees) , judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  such  person  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 no  reasonable  cause to believe the  conduct in  question  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 such person did not act in good
faith and in a manner  which such  person  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal action or proceeding,  that such person had reasonable cause to believe
that the conduct in question  was  unlawful.  As used in this Article  VIII,  an
"executive   officer"  of  the  Corporation  is  the  Chief  Executive  Officer,
President,  Treasurer,  a vice  president  given  the  title of  executive  vice
president, or any officer designated as such pursuant to vote of the Board.

         SECTION 2. Actions,  Etc., by or in the Right of the  Corporation.  The
                   --------------------------------------------------------
Corporation shall, to the full extent legally permissible,  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,  including  appeals,  by or in the right of
the  Corporation to procure a judgment in its favor,  by reason of the fact that
such  person is or was a director or  executive  officer of the  Corporation  as
defined in Section 1 of this Article, or is or was serving at the request of the
Corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorney's fees) actually and reasonably incurred by
such person in connection  with the defense or settlement of such action or suit
if such  person  acted in good  faith  and in a manner  such  person  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
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 to the
Corporation  unless and only to the  extent  that the Court of  Chancery  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 indemnify for such
expenses which the Court of Chancery or such other court shall deem proper.

         SECTION   3.   Determination   of   Right   of   Indemnification.   Any
                        --------------------------------------------------
indemnification  of a director or officer  (unless  ordered by a court) shall be
made  by the  Corporation  only  as  authorized  in  the  specific  case  upon a
determination that such  indemnification is proper in the circumstances  because
the director or executive officer has met the applicable  standard of conduct as
set forth in Sections 1 and 2 of this Article VIII. Such a  determination  shall
be reasonably and promptly made (i) 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 (ii) (if such a quorum is not obtainable,  or, even if obtainable
if a quorum of disinterested  directors so directs) by independent legal counsel
in a written opinion, or (iii) by the stockholders.

         SECTION  4.  Indemnification  Against  Expenses  of  Successful  Party.
                      ----------------------------------------------------------
Notwithstanding  any other  provision  of this  Article,  to the  extent  that a
director or officer of the  Corporation  has been successful in whole or in part
on the  merits or  otherwise,  including  the  dismissal  of an  action  without
prejudice,  in defense of any action,  suit or  proceeding  or in defense of any
claim,  issue or matter  therein,  such person shall be indemnified  against all
expenses incurred in connection therewith.

         SECTION 5.  Advances of  Expenses.  Expenses  incurred by a director or
                     ----------------------
officer in any action,  suit or proceeding  shall be paid by the  Corporation in
advance of the final disposition  thereof, if such person shall undertake to pay


                                       14
<PAGE>

such amount in the event that it is ultimately  determined,  as provided herein,
that  such  person  is not  entitled  to  indemnification.  Notwithstanding  the
foregoing,  no advance shall be made by the  Corporation if a  determination  is
reasonably and promptly made (i) by the Board of Directors by a majority vote of
a quorum of disinterested directors, or (ii) (if such a quorum is not obtainable
or, even if obtainable,  if a quorum of  disinterested  directors so directs) by
independent legal counsel in a written opinion, that, based upon the facts known
to the Board of  Directors  or such  counsel at the time such  determination  is
made,   such  person  has  not  met  the  relevant   standards   set  forth  for
indemnification in Section 1 or 2, as the case may be.

         SECTION 6. Right to  Indemnification  Upon Application;  Procedure Upon
                    ------------------------------------------------------------
Application.  Any indemnification or advance under Sections 1, 2, 4 or 5 of this
-----------
Article shall be made  promptly,  and in any event within ninety days,  upon the
written, request of the person seeking to be indemnified, unless a determination
is reasonably  and promptly made by the Board that such person acted in a manner
set forth in such Sections so as to justify the  Corporation's  not indemnifying
such person or making such an advance.  In the event no quorum of  disinterested
directors  is  obtainable,   the  Board  of  Directors  shall  promptly  appoint
independent  legal counsel to decide  whether the person acted in the manner set
forth in such Sections so as to justify the  Corporation's not indemnifying such
person or making such an advance.  The right to  indemnification  or advances as
granted by this Article VIII shall be enforceable by such person in any court of
competent  jurisdiction,  if the Board or  independent  legal counsel denies the
claim therefor,  in whole or in part, or if no disposition of such claim is made
within ninety days.

         SECTION 7.  Other  Right and  Remedies;  Continuation  of  Rights.  The
                     ------------------------------------------------------
indemnification  and advancement of expenses provided by this Article VIII shall
not be  deemed  exclusive  of any  other  rights  to which  any  person  seeking
indemnification  or  advancement  of expenses may be entitled  under any By-law,
agreement,   vote  of  stockholders  or  disinterested  directors,  the  General
Corporation Law of the State of Delaware or otherwise, both as to action in such
person's  official  capacity and as to action in another  capacity while holding
such office.  All rights to  indemnification  or advancement  under this Article
VIII shall be deemed to be in the nature of contractual rights bargained for and
enforceable  by each director and  executive  officer as defined in Section 1 of
this  Article  VIII who serves in such  capacity at any time while this  Article
VIII and other relevant  provisions of the General  Corporation Law of the State
of Delaware and other  applicable  laws,  if any,  are in effect.  All rights to
indemnification  under  this  Article  VIII or  advancement  of  expenses  shall
continue  as to a person who has ceased to be a director or  executive  officer,
and shall inure to the benefit of the heirs,  executors  and  administrators  of
such a person.  No repeal or  modification  of this Article VIII shall adversely
affect any such rights or obligations then existing with respect to any state of
facts then or theretofore existing or any action, suit or proceeding theretofore
or  thereafter  brought  based in whole or in part upon any such state of facts.
The Corporation  shall also indemnify any person for attorneys' fees, costs, and
expenses in connection  with the successful  enforcement of such person's rights
under this Article VIII.

         SECTION 8. Other  Indemnitees.  The Board of Directors  may, be general
                    -------------------
vote or by vote pertaining to a specific  officer,  employee or agent,  advisory
council member or class thereof, authorized indemnification of the Corporation's
employees and agents,  in addition to those  executive  officers and to whatever
extent it may determine,  which may be in the same manner and to the same extent
provided above.



                                       15
<PAGE>

         SECTION 9. Insurance. Upon resolution passed by the Board of Directors,
                    ---------
the Corporation may purchase and maintain  insurance on behalf of any person who
is or was a director, officer, employee, advisory council member 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 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.

         SECTION 10. Constituent Corporations.  For the purposes of this Article
                     ------------------------
VIII,  references  to  "the  Corporation"  shall  include,  in  addition  to the
resulting corporation,  any constituent  corporations (including any constituent
of a constituent)  absorbed in a consolidation  or merger which, if its separate
existence  had  continued,  would have had power and  authority to indemnify its
directors and officers so that any person who is or was a director or officer of
such a  constituent  corporation  or is or was  serving  at the  request of such
constituent  corporation  as a  director  or  officer  of  another  corporation,
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position under the provisions of this Article VIII with respect to the resulting
or  surviving  corporation  as such  person  would  have  with  respect  to such
constituent corporation if its separate existence had continued.

         SECTION 11. Savings Clause.  If this Article VIII or any portion hereof
                     --------------
shall be invalidated on any ground by any court of competent jurisdiction,  then
the Corporation shall nevertheless  indemnify each director,  executive officer,
advisory  council  member,  and those  employees  and agents of the  Corporation
granted  indemnification  pursuant to Section 3 hereof as to expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement with respect
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  including  a grand jury  proceeding,  and all  appeals,  and any
action  by the  Corporation,  to the full  extent  permitted  by any  applicable
portion  of this  Article  VIII that shall not have been  invalidated  or by any
other applicable law.

         SECTION 12.  Other  Enterprises,  Fines,  and Serving at  Corporation's
                      ----------------------------------------------------------
Request.  For purposes of this Article VIII,  references to "other  enterprises"
--------
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references  to  "serving at the request of the  Corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  Corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  any  employee  benefit  plan,  its  participants,   or
beneficiaries;  and a person who acted in good faith and in a manner such person
reasonably  believed to be in the interest of the participants and beneficiaries
of any  employee  benefit  plan shall be deemed to have  acted in a manner  "not
opposed to the best interests of the Corporation" as referred to in this Article
VIII.

                                   ARTICLE IX

                                    Dividends
                                    ---------

         Subject   to  the   applicable   provision   of  the   Certificate   of
Incorporation,  if any, dividends upon the outstanding shares of the Corporation
may be declared  by the Board of  Directors  at any  regular or special  meeting
pursuant  to law and may be paid in  cash,  in  property,  or in  shares  of the
Corporation.


                                       16
<PAGE>

                                    ARTICLE X

                                   Fiscal Year
                                   -----------

         The fiscal year of the Corporation shall be determined by resolution of
the Board of Directors.

                                   ARTICLE XI

                                   Amendments
                                   ----------

         (a) Amendment by Directors.  Except as provided otherwise by law, these
             ----------------------
By-laws  may be amended or repealed  by the Board by the  affirmative  vote of a
majority of the directors then in office.

         (b) Amendment by Stockholders. These By-laws may be amended or repealed
             -------------------------
at any annual  meeting,  or  special  meeting  of  stockholders  called for such
purpose, by the affirmative vote of at least two-thirds of the shares present in
person or  represented  by proxy at such  meeting  and  entitled to vote on such
amendment or repeal, voting together as a single class; provided,  however, that
if the Board  recommends that  stockholders  approve such amendment or repeal at
such meeting of  stockholders,  such  amendment or repeal shall only require the
affirmative  vote of the majority of the shares present in person or represented
by proxy at such  meeting  and  entitled  to vote on such  amendment  or repeal,
voting together as a single class.



                                       17
<PAGE>