<PAGE>

                                                                    EXHIBIT 3.4


                                       UNICO, INC.
                                (a Delaware corporation)




                                 AMENDED AND RESTATED

                                       BY-LAWS





As adopted by the Stockholders on December 2, 1996.


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                                  TABLE OF CONTENTS


ARTICLE/SECTION                                                           Page

     I.     DEFINITIONS                                                      1
            1.01 Definitions                                                 1
            1.02 Offices                                                     1

     II.    OFFICE                                                           1
            2.01 Principal Office                                            1
            2.02 Registered Office                                           1
            2.03 Other Offices                                               2

     III.   MEETINGS OF STOCKHOLDERS                                         2
            3.01 Annual Meetings                                             2
            3.02 Special Meetings                                            2
            3.03 Place of Meetings                                           2
            3.04 Notice of Meetings                                          2
            3.05 Waiver of Notice                                            2
            3.06 Adjournment of Meeting                                      3
            3.07 Quorum                                                      3
            3.08 Stockholder Proposals                                       3
            3.09 Organization                                                4
            3.10 Conduct of Business                                         4
            3.11 List of Stockholders                                        4
            3.12 Closing of Transfer Books or Fixing of Record Date          5
            3.13 Voting of Shares                                            5
            3.14 Inspectors                                                  6
            3.15 Proxies                                                     6
            3.16 Consent of Stockholders in Lieu of Meeting                  6

     IV.    DIRECTORS                                                        6
            4.01 General Powers                                              6
            4.02 Number                                                      6
            4.03 Nomination of Directors                                     7
            4.04 Election of Directors and Term of Office                    8
            4.05 Resignations                                                8
            4.06 Removal                                                     8
            4.07 Vacancies                                                   8
            4.08 Chairman of the Board                                       8
            4.09 Compensation                                                8
            4.10 Corporate Opportunities                                     8

                                      - i -

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     V.     MEETINGS OF DIRECTORS                                            9
            5.01 Regular Meetings                                            9
            5.02 Place of Meetings                                           9
            5.03 Meetings by Telecommunications                              9
            5.04 Special Meetings                                            9
            5.05 Notice of Special Meetings                                  9
            5.06 Waiver by Presence                                          9
            5.07 Quorum                                                     10
            5.08 Conduct of Business                                        10
            5.09 Action by Consent                                          10
            5.10 Presumption of Assent                                      10

     VI.    COMMITTEES                                                      10
            6.01 Committees of the Board                                    10
            6.02 Selection of Committee Members                             10
            6.03 Conduct of Business                                        10
            6.04 Authority                                                  11
            6.05 Minutes                                                    11


     VII.   OFFICERS                                                        11
            7.01 Officers of the Corporation                                11
            7.02 Election and Term                                          11
            7.03 Compensation of Officers                                   11
            7.04 Removal of Officers and Agents                             11
            7.05 Resignation of Officers and Agents                         12
            7.06 Bond                                                       12
            7.07 President                                                  12
            7.08 Vice-Presidents                                            12
            7.09 Secretary                                                  12
            7.10 Assistant Secretaries                                      13
            7.11 Treasurer                                                  13
            7.12 Assistant Treasurers                                       13
            7.13 Delegation of Authority                                    13
            7.14 Actions with Respect to Securities of Other Corporations   13
            7.15 Vacancies                                                  13

     VIII.  CONTRACTS, LOANS, DRAFTS, DEPOSITS AND ACCOUNTS                 14
            8.01 Contracts                                                  14
            8.02 Loans                                                      14
            8.03 Drafts                                                     14
            8.04 Deposits                                                   14
            8.05 General and Special Bank Accounts                          14

                                      - ii -

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     IX.    CERTIFICATES FOR SHARES AND THEIR TRANSFER                      14
            9.01 Certificates for Shares                                    14
            9.02 Transfer of Shares                                         15
            9.03 Lost, Stolen, Destroyed and Mutilated Certificates         15
            9.04 Regulations                                                15
            9.05 Holder of Record                                           15
            9.06 Treasury Shares                                            16

     X.     INDEMNIFICATION                                                 16
            10.01 Action Other Than By or In the Right of the Corporation   16
            10.02 Actions By or In the Right of the Corporation             16
            10.03 Determination of Right of Indemnification                 17
            10.04 Indemnification Against Expenses of Successful Party      17
            10.05 Advance of Expenses                                       17
            10.06 Other Rights and Remedies                                 17
            10.07 Insurance                                                 17
            10.08 Constituent Corporations                                  18
            10.09 Other Insurance                                           18
            10.10 Public Policy                                             18

     XI.    NOTICES                                                         18
            11.01 General                                                   18
            11.02 Waiver of Notice                                          18

     XII.   MISCELLANEOUS                                                   19
            12.01 Facsimile Signatures                                      19
            12.02 Corporate Seal                                            19
            12.03 Fiscal Year                                               19

     XIII.  AMENDMENTS                                                      19

                                     - iii -

<PAGE>

                                    BY-LAWS
                                      OF
                                   UNICO,INC.
                             (A Delaware Corporation)


                                   ARTICLE I

                                  DEFINITIONS

     Section 1.01. Definitions. Unless the context clearly requires 
otherwise, in these Bylaws:

          (a) "Articles of Incorporation" means the Certificates of 
Incorporation of UNICO, INC., formerly CMS Advertising, Inc., as filed with 
the Secretary of State of the State of Delaware and includes all amendments 
thereto subsequently filed.

          (b) "Board" means the board of directors of the Corporation.

          (c) "Bylaws" means these bylaws as amended and restated by the 
Stockholders on December 2, 1996, and includes amendments subsequently 
adopted by the Board or by the Stockholders.

          (d) "Corporation" means UNICO, Inc.

          (e) "Section" refers to sections of these Bylaws.

          (f) "Stockholder" means stockholders of record of the Corporation.

     Section 1.02. Offices. The title of an office refers to the person or 
persons who at any given time perform the duties of that particular office 
for the Corporation.

                                    ARTICLE II

                                     OFFICES



     Section 2.01. Principal Office. The Corporation may locate its principal 
office within or without the state of incorporation as the Board may 
determine.

     Section 2.02. Registered Office. The registered office of the 
Corporation required by law to be maintained in the state of incorporation 
may be, but need not be, identical with the principal office of the 
Corporation. The Board may change the address of the registered office from 
time to time.

                                     - 1 -


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     Section 2.03. Other Offices. The Corporation may have offices at such 
other places, either within or without the state of incorporation, as the 
Board may designate or as the business of the Corporation may require from 
time to time.

                                  ARTICLE III

                            MEETINGS OF STOCKHOLDERS

     Section 3.01. Annual Meetings. The Stockholders of the Corporation shall 
hold their annual meetings for the purpose of electing directors and for the 
transaction of such other proper business as may come before such meetings at 
such time, date and place as the Board shall determine by resolution. Board 
of Directors,

     Section 3.02. Special Meetings. Special meetings of stockholders for any 
purpose or purposes may be called only by the Board or a committee of the 
Board duly designated and whose powers and authority include the power to 
call such meetings, pursuant to a resolution adopted by a majority of the 
members of the Board or Committee then in office.

     Section 3.03. Place of Meetings. The Stockholders shall hold all 
meetings at such places, within or without the State of Virginia, as the 
Board or a committee of the Board shall specify in the notice or waiver of 
notice for such meetings.

     Section 3.04. Notice of Meetings. Except as otherwise required by law, 
the Board or a committee of the Board shall give notice of each meeting of 
Stockholders, whether annual or special, not less than 10 nor more than 60 
days before the date of the meeting. The Board or a committee of the Board 
shall deliver a notice to each Stockholder entitled to vote at such meeting 
by delivering a typewritten or printed notice thereof to him personally, or 
by depositing such notice in the United States mail, in a postage prepaid 
envelope, directed to him at his address as it appears on the records of the 
Corporation, or by transmitting a notice thereof to him at such address by 
telegraph, telecopy, cable or wireless. If mailed, notice is given when 
deposited in the United States mail, postage prepaid, directed to the 
Stockholder at his 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 he has given notice shall constitute, in the 
absence of fraud, prima facie evidence of the facts stated therein.

     Every notice of a meeting of the Stockholders shall state the place, 
date and hour of the meeting and, in the case of a special meeting, also 
shall state the purpose or purposes of the meeting. Furthermore, if the 
Corporation will maintain the list at a place other than where the meeting 
will take place, every notice of a meeting of the Stockholders shall specify 
where the Corporation will maintain the list of Stockholders entitled to vote 
at the meeting.

     Section 3.05. Waiver of Notice. Whenever these Bylaws require written 
notice, a written waiver thereof, signed by the person entitled to notice, 
whether before or after the time stated

                                     - 2 -

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therein, shall constitute the equivalent of notice. Attendance of a person at 
any meeting shall constitute a wavier of notice of such meeting, except 
when the person attends the meeting for the express purpose of objecting, at 
the beginning of the meeting, to the transaction of any business because the 
meeting is not lawfully called or convened. No written wavier of notice need 
specify either the business to be transacted at, or the purpose or purposes 
of any regular or special meeting of the Stockholders, directors or members of 
a committee of the Board.

     Section 3.06. Adjournment of Meeting. When the Stockholders adjourn a 
meeting to another time or place, notice need not be given of the adjourned 
meeting if the time and place thereof are announced at the meeting at which 
the adjournment is taken. At the adjourned meeting, the Stockholders may 
transact any business which they may have transacted at the original meeting. 
If the adjournment is for more than 30 days or, if after the adjournment, the 
Board or a committee of the Board fixes a new record date for the adjourned 
meeting, the Board or the committee of the Board shall give notice of the 
adjourned meeting to each Stockholder of record entitled to vote at the 
meeting.

     Section 3.07. Quorum. Except as otherwise required by law, the holders 
of a majority of all of the shares of the stock entitled to vote at the 
meeting, present in person or by proxy, shall constitute a quorum for all 
purposes at any meeting of the Stockholders. In the absence of a quorum at any 
meeting or any adjournment thereof, the holders of a majority of the shares of 
stock entitled to vote who are present, in person or by proxy, or, in the 
absence therefrom of all the Stockholders, any officer entitled to preside 
at, or to act as secretary of, such meeting may adjourn such meeting to 
another place, date or time.

     If the chairman of the meeting gives notice of any adjourned special 
meeting of Stockholders to all Stockholders entitled to vote thereat, stating 
that those present shall constitute a quorum, then, except as otherwise 
required by law, those present at such adjourned meeting shall constitute a 
quorum and a majority of the votes cast at such meeting shall determine all 
matters.

     Section 3.08. Stockholder Proposals.

          a. Condition of Submission to Stockholders. No proposal for a 
stockholder vote shall be submitted by a stockholder (a "Stockholder 
Proposal") to the Corporation's stockholders unless the stockholder 
submitting such proposal (the "Proponent") shall have filed a written notice 
(a "Proposal Notice") setting forth with particularity (1) the names and 
business addresses of the Proponent and all persons or entities (the 
"Persons") acting in concert with the Proponent; (2) the name and address of 
the Proponent and the Persons identified in clause (1), as they appear on the 
Corporation's books (if they so appear); (3) the class and number of shares 
of the Corporation beneficially owned by the Proponent and the Persons 
identified in clause (1); (4) a description of the Stockholder Proposal 
containing all material information relating thereto; and (5) such other 
information as the Board of Directors reasonably determines is necessary or 
appropriate to enable the Board of Directors and stockholders of the 
Corporation to consider the 

                                     - 3 -

<PAGE>

Stockholder Proposal. The presiding officer at any stockholders' meeting may 
determine that any Stockholder Proposal was not made in accordance with the 
procedures prescribed in these Amended and Restated Bylaws (the "Bylaws") or 
is otherwise not in accordance with law, and if it is so determined, such 
officer shall so declare at the meeting and the Stockholder Proposal shall be 
disregarded.

          b. Stockholder Proposal Notice. Proposal Notices shall be delivered 
to the Secretary at the principal executive office of the Corporation not 
later than 120 days in advance of the anniversary date of the Corporation's 
proxy statement for the previous year's annual meeting or, in the case of 
special meetings or the Corporation's 1994 annual meeting, at the close of 
business on the seventh day following the date on which notice of such 
meeting is first given to stockholders.

     Section 3.09. Organization. Such person as the Board may have 
designated or, in the absence of such a person, the highest ranking officer 
of the Corporation who is present shall call to order any meeting of the 
Stockholders, determine the presence of a quorum and act as chairman of the 
meeting. In the absence of the Secretary or an Assistant Secretary of the 
Corporation, the chairman shall appoint the secretary of the meeting.

     Section 3.10. Conduct of Business. The chairman of any meeting of 
Stockholders shall determine the order of business and the procedure at the 
meeting, including such regulation of the manner of voting and the conduct of 
discussion as he deems in order. Unless otherwise determined by the 
Chairman, at each meeting of stockholders, the chairman of the meeting shall 
fix and announce the date and time of the opening and the closing of the 
polls for each matter upon which the stockholders will vote at the meeting 
and shall determine the order of business and all other matters of 
procedure. Except to the extent inconsistent with any such rules and 
regulations as adopted by the Board of Directors, the chairman of the meeting 
may establish rules, which need not be in writing, to maintain order for the 
conduct of the meeting, including, without limitation, restricting 
attendance to bona fide stockholders of record and their proxies and other 
persons in attendance at the invitation of the chairman and making rules 
governing speeches and debates. The chairman of the meeting acts in his or 
her absolute discretion and his or her rulings are not subject to appeal.

     Section 3.11. List of Stockholders. At least 10 days before every 
meeting of Stockholders, the Secretary shall prepare a list of the 
Stockholders entitled to vote at the meeting or any adjournment thereof, 
arranged in alphabetical order, showing the address of each Stockholder and 
the number of shares registered in the name of each Stockholder. The 
Corporation shall make the list available for examination by any Stockholder, 
for any purpose germane to the meeting, either at a place within the city 
where the meeting will take place or at the place designated in the notice of 
the meeting.

     The Secretary shall produce and keep the list at the meeting during the 
entire duration of the meeting, and any Stockholder who is present may 
inspect the list at the meeting. The list shall

                                       - 4 -

<PAGE>

constitute presumptive proof of the identity of the Stockholders entitled to 
vote at the meeting and the number of shares each Stockholder holds.

     A determination of Stockholders entitled to vote at any meeting of 
Stockholders pursuant to this Section shall apply to any adjournment thereof.

     Section 3.12. Closing of Transfer Books or Fixing of Record Date. In 
order that the Corporation may determine the stockholders entitled (i) to 
notice of or to vote at any meeting of stockholders or any adjournments 
thereof, (ii) to receive payment of any dividend or other distribution, or 
allotment of any rights, or (iii) to exercise any rights in respect of any 
change, conversion or exchange of stock, or for the purpose of any other 
lawful action, the Board of Directors, in advance, may fix a date as the 
record date for any such determination, which record date shall not precede 
the date upon which the resolution fixing the record date is adopted by the 
Board of Directors, and which record date shall not be more than sixty (60) 
days nor less than ten (10) days before the date of such meeting, nor more 
than sixty (60) days prior to the date of any other action. A determination 
of the stockholders of record entitled to notice of or to vote at a meeting 
of the stockholders shall apply to any adjournment of the meeting taken 
pursuant to Section 2.06 hereof; provided, however, that the Board of 
Directors, in its discretion, may fix a new record date for an adjourned 
meeting. Only stockholders determined to be stockholders of record on the 
record date so fixed shall be entitled to notice of, or to vote at, such 
meeting and any adjournment thereof, or to receive payment of such dividend 
or other distribution, or allotment of rights, or to exercise such rights in 
respect of such change, conversion or exchange of stock, or to participate in 
any such other lawful action, as the case may be, notwithstanding any 
transfer of any stock on the books of the Corporation after any such record 
date fixed as aforesaid.

     Section 3.13. Voting of Shares. Unless otherwise provided in a 
resolution or resolutions providing for any class or series of Preferred 
Stock pursuant to the Amended and Restated Certificate of Incorporation or by 
the Delaware General Corporation Law, each Stockholder shall have one vote 
for every share of voting stock registered in his name on the record date for 
the meeting. The Corporation shall not have the right to vote treasury stock 
of the Corporation, nor shall another corporation have the right to vote its 
stock of the Corporation if the Corporation holds, directly or indirectly, a 
majority of the shares entitled to vote in the election of directors of such 
other corporation. Persons holding stock of the Corporation in a fiduciary 
capacity shall have the right to vote such stock. Persons who have pledged 
their stock of the Corporation shall have the right to vote such stock unless 
in the transfer on the books of the Corporation the pledger expressly 
empowered the pledgee to vote such stock. In that event, only the pledges, or 
his proxy, may represent such stock and vote thereon.

     A plurality of the votes cast shall determine all elections and, except 
when the law requires otherwise, a majority of the votes cast shall determine 
all other matters.

     The Stockholders may vote by voice vote on all matters. However, upon 
demand by a 

                                     - 5 -

<PAGE>


Stockholder entitled to vote, or his proxy, the Stockholders shall vote by 
ballot. In that event, each ballot shall state the name of the Stockholder or 
proxy voting, the number of shares voted and such other information as the 
Corporation may require under the procedure established for the meeting. 

     Section 3.14. Inspectors. At any meeting in which the Stockholders vote 
by ballot, the chairman may appoint a Inspector or Inspectors. Each Inspector 
shall subscribe an oath to execute the duties of a Inspector at such  meeting 
faithfully, with strict impartiality and according to the best of his 
ability. The Inspector or Inspectors shall decide the qualification of the 
voters and shall report the number of shares represented at the meeting and 
entitled to vote on any question, shall conduct and accept the votes, and, 
when the Stockholders have completed voting, ascertain and report the number 
of shares voted respectively for and against the question. The Inspector 
shall prepare a subscribed, written report and shall deliver the report to 
the Secretary of the Corporation. A Inspector need not be a Stockholder of 
the Corporation, and any officer of the Corporation may be a Inspector on any 
question other than a vote for or against a proposal in which he has a 
material interest.

     Section 3.15. Proxies. A Stockholder may exercise any voting rights in 
person or by his proxy appointed by an instrument in writing, which he or his 
authorized attorney-in-fact has subscribed and which the proxy has delivered 
to the secretary of the meeting.

     A proxy is not valid after the expiration of 11 months from the date of 
its execution, unless the person executing it specifies thereon the length of 
time for which it is to continue in force, or limits its use to a particular 
meeting. No proxy shall be valid after 10 years from the date of its 
execution.

     The attendance at any meeting of a Stockholder who previously has given 
a proxy shall not have the effect of revoking the same unless he notifies the 
Secretary in writing prior to the voting of the proxy.

     Section 3.16. Consent of Stockholders in Lieu of Meeting. The 
Stockholders may take any action which they could take at any annual or 
special meeting without a meeting, prior notice and a vote only if all the 
holders of outstanding stock sign a unanimous consent in writing, setting 
forth the action taken.

                                  ARTICLE IV

                              BOARD OF DIRECTORS

     Section 4.01. General Powers. The Board shall manage the property, 
business and affairs of the Corporation.

     Section 4.02. Number. The number of directors who shall constitute the 
Board shall equal not less than three nor more than 15, as the Board may 
determine by resolution from time to time.

                                     - 6 -


<PAGE>


     Section 4.03. Nomination of Directors.

          a. Eligibility. Only persons who are selected and recommended by 
the Board of Directors or the committee of the Board of Directors designated 
to make nominations, or who are nominated by stockholders in accordance with 
the procedures set forth in this Section 4.03, shall be eligible for 
election, or qualified to serve, as directors. Nominations of individuals for 
election to the Board of Directors of the Corporation at any annual meeting 
or any special meeting of stockholders at which directors are to be elected 
may be made by any stockholder of the Corporation entitled to vote for the 
election of directors at that meeting by compliance with the procedures set 
forth in this Section 4.03. Nominations by stockholders shall be made by 
written notice (a "Nomination Notice"), which shall set forth the following 
information: (1) as to each individual nominated, (i) the name, date of 
birth, business address and residence address of such individual, (ii) the 
business experience during the past five years of such nominee, including his 
or her principal occupations and employment during such period, the name and 
principal business of any corporation or other organization in which such 
occupations and employment were carried on, and such other information as to 
the nature of his or her responsibilities and level of professional 
competence as may be sufficient to permit assessment of his or her prior 
business experience, (iii) whether the nominee is or has ever been at any 
time a director, officer or owner of 5% or more of any class of capital 
stock, partnership interests or other equity interest of any corporation, 
partnership or other entity, (iv) any directorships held by such nominee in 
any company with a class of securities registered pursuant to Section 12 of 
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or 
subject to the requirements of Section 15(d) of the Exchange Act or any 
company registered as an investment company under the Investment Company Act 
of 1940, as amended; and (v) whether, in the last five years, such nominee 
has been convicted in a criminal proceeding or has been subject to a 
judgment, order, finding or decree of any federal, state or other 
governmental entity, concerning any violation of federal, state or other law, 
or any proceeding in bankruptcy, which conviction, order, finding, decree or 
proceeding may be material to an evaluation of the ability or integrity of 
the nominee; and (2) as to the Person submitting the Nomination Notice and 
any Person acting in concert with such Person, (i) the name and business 
address of such Person, (ii) the name and address of such Person as they 
appear on the Corporation's books (if they so appear) and (iii) the class and 
number of shares of the Corporation that are beneficially owned by such 
Person. A written consent to being named in a proxy statement as a nominee, 
and to serve as a director if elected, signed by the nominee, shall be filed 
with any Nomination Notice. If the presiding officer at any stockholders' 
meeting determines that a nomination was not made in accordance with the 
procedures prescribed by these Bylaws, he shall so declare to the meeting and 
the defective nomination shall be disregarded.

          b. Stockholder Nomination Notice. Nomination Notices shall be 
delivered to the Secretary at the principal executive office of the 
Corporation not later than 120 days in advance of the anniversary date of the 
Corporation's proxy statement for the previous year's annual meeting or, in 
the case of special meetings, at the close of business on the seventh day 
following the date on which notice of such meeting is first given to 
stockholders.

                                     - 7 -

<PAGE>


     Section 4.04. Election of Directors and Term of Office. The Stockholders 
of the Corporation shall elect the directors at the annual or adjourned 
annual meeting (except as otherwise provided herein for the filling of 
vacancies). Each director shall be elected for a full term of office 
expiring at the first, second or third succeeding annual meeting after their 
election and will serve until successors are duly elected and qualified. The 
Nominating Committee will be empowered to define appropriate terms of office 
for each nominee.

     Section 4.05. Resignations. Any director of the Corporation may resign 
at any time by giving written notice to the Board or to the Secretary of the 
Corporation. Any resignation shall take effect upon receipt or at the time 
specified in the notice. Unless the notice specifies otherwise, the 
effectiveness of the resignation shall not depend upon its acceptance.

     Section 4.06. Removal. Except as may be provided in a resolution or 
resolutions providing for any class or series of Preferred Stock with respect 
to any directors elected by the holders of such class or series, any 
director, or the entire Board of Directors, may be removed from office at any 
time, but only for cause and only by the affirmative vote of the holders of 
at least 66-2/3% of the voting power of all of the shares of capital stock of 
the Corporation then entitled to vote generally in the election of directors, 
voting together as a single class.

     Section 4.07. Vacancies. Any vacancies in the Board of Directors for any 
reason and any newly created directorships resulting by reason of any 
increase in the number of directors may be filled only by the Board of 
Directors, acting by a majority of the remaining directors then in office, 
although less than a quorum, or by a sole remaining director, and any 
directors so appointed shall hold office until the next election of the class 
for which such directors have been chosen and until their successors are 
elected and qualified.

     Section 4.08. Chairman of the Board. At the annual meeting of the Board, 
the directors may elect from their number a Chairman of the Board of 
Directors. The Chairman shall preside at all meetings of the Board and shall 
perform such other duties as the Board may direct. The Board also may elect a 
Vice Chairman and other officers of the Board, with such powers and duties as 
the Board may designate from time to time.

     Section 4.09. Compensation. The Board may compensate directors for their 
services and may provide for the payment of all expenses the directors incur 
by attending meetings of the Board.

     Section 4.10. Corporate Opportunities. The officers and directors of the 
Corporation shall be subject to the doctrine of corporate opportunities only 
insofar as it applies to business opportunities in which this Corporation has 
expressed an interest as determined by the Board of Directors as evidenced by 
resolutions appearing in the Corporation's minutes. When such areas of 
interest are delineated, all such business opportunities within such areas of 
interest which come to the attention of an officer or director of the 
Corporation shall be promptly disclosed to the Corporation and made available 
to it. The Board of Directors may reject any opportunity presented to it and 
thereafter any officer or director may avail himself or herself of such

                                     - 8 -
<PAGE>

opportunity. Until such time as the Corporation, through its Board of 
Directors, has designated as area of interest, the officers and directors of 
the Corporation shall be free to engage in such area of interest on their own 
and the doctrine of corporate opportunities shall not limit the rights of any 
officer or director of this Corporation to continue a business existing prior 
to the time that such area of interest is designated by the Corporation. This 
provision shall not be construed to release any employee of the Corporation 
(other than an officer or director) from the duties which he may have to the 
Corporation.

                                        ARTICLE V

                                  MEETINGS OF DIRECTORS


     Section 5.01. Regular Meetings. The Board may hold regular meetings at 
such places, dates and times as the Board shall establish by resolution. If 
any day fixed for a meeting falls on a legal holiday, the Board shall hold 
the meeting at the same place and time on the next succeeding business day. 
The Board need not give notice of regular meetings.

     Section 5.02. Place of Meetings. The Board may hold any of its meetings 
in or out of the state of Virginia, at such places as the Board may 
designate, at such places as the notice or waiver of notice of any such 
meeting may designate, or at such places as the persons calling the meeting 
may designate.

     Section 5.03. Meetings by Telecommunications. The Board or any committee 
of the Board may hold meetings by means of conference telephone or similar 
telecommunications equipment that enable all persons participating in the 
meeting to hear each other. Such participation shall constitute presence in 
person at such meeting.

     Section 5.04. Special Meetings. The Chairman of the Board, the President 
or one-third of the directors then in office may call a special meeting of 
the Board. The person or persons authorized to call special meetings of the 
Board may fix any place, either in or out of the State of Virginia as the 
place for the meeting.

     Section 5.05. Notice of Special Meetings. The person or persons calling 
a special meeting of the Board shall give written notice to each director of 
the time, place and date of the meeting of not less than three days if by 
mail and not less than 24 hours if by telegraph or in person. A director may 
waive notice of any special meeting, and any meeting shall constitute a legal 
meeting without notice if all the directors are present or if those not 
present sign either before or after the meeting a written waiver of notice, a 
consent to such meeting or an approval of the minutes of the meeting.  A 
notice or waiver of notice need not specify the purposes of the meeting or 
the business which the Board will transact at the meeting.

     Section 5.06. Waiver by Presence. Except when expressly for the purpose 
of objecting to the legality of a meeting, a director's presence at a meeting 
shall constitute a waiver of notice of such meeting.

                                     - 9 -

<PAGE>

     Section 5.07. Quorum. One-third of the directors then in office shall 
constitute a quorum for all purposes at any meeting of the Board. In the 
absence of a quorum, a majority of directors present at any meeting may 
adjourn the meeting to another place, date, or time, without further notice.

     Section 5.08. Conduct of Business. The Board shall transact business in 
such order and manner as the Board may determine. Except as the law requires 
otherwise, the Board shall determine all matters by the vote of a majority of 
the directors present. The directors shall act as a Board, and the individual 
directors shall have no power as such.

     Section 5.09. Action by Consent. The Board or a committee of the Board 
may take any required or permitted action without a meeting if all members of 
the Board or committee sign a written consent and file the consent with the 
minutes of the proceedings of the Board.

     Section 5.10. Presumption of Assent. A director of the Corporation who 
is present at a meeting of the Board of Directors when a vote on any matter 
is taken is deemed to have assented to the action taken unless he or she 
votes against or abstains from the action taken or unless, at the beginning 
of the meeting or promptly upon arrival, the director objects to the holding 
of the meeting or transacting specified business at the meeting. Any such 
dissenting votes, abstentions or objections shall be entered in the minutes 
of the meeting.

                              ARTICLE VI

                              COMMITTEES

     Section 6.01. Committees of the Board. The Board may designate by a vote 
of a majority of the directors then in office committees of the Board. The 
committees shall serve at the pleasure of the Board and shall possess such 
lawfully delegable powers and duties as the Board may confer.

     Section 6.02. Selection of Committee Members. The Board shall elect by a 
vote of a majority of the directors then in office a director or directors to 
serve as the member or members of a committee. By the same vote, the Board 
may designate other directors as alternative members who may replace any 
absent or disqualified member at any meeting of a committee. In the absence 
or disqualification of any member of any committee and any alternate member 
in his place, the member or members of the committee present at the meeting 
and not disqualified from voting, whether or not he or they constitute a 
quorum, may appoint by unanimous vote another member of the Board to act at 
the meeting in the place of the absent or disqualified member.

     Section 6.03. Conduct of Business. Each committee may determine the 
procedural rules for meeting and conducting its business and shall act in 
accordance therewith, except as the law

                                     - 10 -

<PAGE>

or these Bylaws require otherwise. Each committee shall make adequate 
provision for notice of all meetings to members. One-third of the members 
shall constitute a quorum, unless the committee consists of one or two 
members. In that event, one member shall constitute a quorum. A majority vote 
of the members present shall determine all matters. A committee may take 
action without a meeting if all the members of the committee consent in 
writing and file the consent or consents with the minutes of the proceedings 
of the committee.

     Section 6.04. Authority. Any committee, to the extent the Board 
provides, shall have and may exercise all the powers and authority of the 
Board in the management of the business and affairs of the Corporation, and 
may authorize the affixation of the Corporation's seal to all instruments 
which may require or permit it. However, no committee shall have any power or 
authority in regard to amending the Articles of Incorporation, adopting an 
agreement of merger or consolidation, recommending to the Stockholders the 
sale, lease or exchange of all or substantially all of the Corporation's 
property, recommending to the Stockholders a dissolution of the Corporation 
or a revocation of a dissolution, or amending these Bylaws of the 
Corporation. Unless a resolution of the Board expressly provides, no 
committee shall have the power or authority to declare a dividend or to 
authorize the issuance of stock.

     Section 6.05. Minutes. Each committee shall keep regular minutes of its 
proceedings and report the same to the Board when required.

                                 ARTICLE VII

                                  OFFICERS

     Section 7.01. Officers of the Corporation. The officers of the 
Corporation shall consist of a President, a Secretary, a Treasurer and such 
Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and other 
officers as the Board may elect from time to time. The same person may hold 
at the same time any two offices, except the offices of President and 
Secretary, President and Assistant Secretary, Vice President and Secretary, 
or Vice President and Assistant Secretary.

     Section 7.02. Election and Term. The Board shall elect the officers of 
the Corporation. Each officer shall hold office until his death, resignation, 
retirement, removal or disqualification, or until his successor shall have 
been elected and qualified.

     Section 7.03. Compensation of Officers. The Board shall fix the 
compensation of all officers of the Corporation. No officer shall serve the 
Corporation in any other capacity and receive compensation therefor, unless 
the Board authorizes such additional compensation.

     Section 7.04. Removal of Officers and Agents. The Board may remove any 
officer or agent it has elected or appointed whenever the Board judges that 
such removal will serve the best interest of the Corporation. However, such 
removal shall not prejudice the contractual rights of the person removed, if 
any.

                                     - 11 -

<PAGE>

     Section 7.05. Registration of Officers and Agents. Any officer or agent 
the Board has elected or appointed may resign at any time by giving written 
notice to the Board, the Chairman of the Board, the President or the 
Secretary of the Corporation. Any such resignation shall take effect at the 
date of the receipt of such notice or at any later time specified. Unless 
otherwise specified in the notice, the Board need not accept the resignation 
to make it effective.

     Section 7.06. Bond. The Board may require by resolution any officer, 
agent, or employee of the Corporation to give bond to the Corporation, with 
sufficient sureties conditioned on the faithful performance of the duties of 
his respective office or agency. The Board also may require by resolution any 
officer, agent or employee to comply with such other conditions as the Board 
may require from time to time.

     Section 7.07. President. The President shall be the principal executive 
officer of the Corporation and, subject to the Board's control, shall 
supervise and control all of the business and affairs of the Corporation. 
When present, he shall sign, with the Secretary, an Assistant Secretary, or 
any other officer or agent of the Corporation which the Board has authorized, 
deeds, mortgages, bonds, contracts or other instruments which the Board has 
authorized an officer or agent of the Corporation to execute. However, the 
President shall not sign any instrument which the law, these Bylaws or the 
Board expressly require some other officer or agent of the Corporation to 
sign and execute. In general, the President shall perform all duties incident 
to the office of President and such other duties as the Board may prescribe 
from time to time.

     Section 7.08. Vice Presidents. In the absence of the President or in the 
event of his death, inability or refusal to act, the Vice Presidents in the 
order of their length of service as Vice Presidents, unless the Board 
determines otherwise, shall perform the duties of the President. When acting  
as the President, a Vice President shall have all the powers and restrictions 
of the Presidency. Any Vice President may sign, with the Secretary, an 
Assistant Secretary, or any other officer or agent of the Corporation which 
the  Board has authorized, certificates for shares of the Corporation. A Vice 
President shall perform such other duties as the President or the Board may 
assign to him from time to time.

     Section 7.09. Secretary. The Secretary shall: (a) keep the minutes of 
the meetings of the Stockholders and of the Board in one or more books 
for-that purpose; (b) give all notices which these Bylaws or the law 
requires; (c) serve as custodian of the records and seal of the Corporation; 
(d) affix the seal of the Corporation to all documents which the Board has 
authorized execution on behalf of the Corporation under seal; (e) maintain a 
register of the address of each Stockholder of the Corporation; (f) sign, 
with the President, a Vice President, or any other officer or agent of the 
Corporation which the Board has authorized, certificates for shares of the 
Corporation; (g) have charge of the stock transfer books of the Corporation; 
and (h) perform all duties which the President or the Board may assign to him 
from time to time.

                                     - 12 -

<PAGE>

     Section 7.10. Assistant Secretaries. In the absence of the Secretary or 
in the event of his death, inability or refusal to act, the Assistant 
Secretaries in the order of their length of service as Assistant Secretary, 
unless the Board determines otherwise, shall perform the duties of the 
Secretary. When acting as the Secretary, an Assistant Secretary shall have 
the powers and restrictions of the Secretary. Any Assistant Secretary may 
sign, with the President, a Vice President, or any other officer or agent of 
the Corporation which the Board has authorized, certificates for shares of 
the Corporation. An Assistant Secretary shall perform such other duties as 
the President, Secretary or Board may assign from time to time.

     Section 7.11. Treasurer. The Treasurer shall: (a) have responsibility 
for all funds and securities of the Corporation; (b) receive and give 
receipts for moneys due and payable to the Corporation from any source 
whatsoever; (c) deposit all moneys in the name of the Corporation in 
depositories which the Board selects; and (d) perform all of the duties which 
the President or the Board may assign to him from time to time.

     The Treasurer shall prepare, or have prepared, a true statement of the 
Corporation's financial condition as of the close of each fiscal year. The 
Treasurer shall file the statement at the Corporation's principal place of 
business within four months after the end of the fiscal year. The Treasurer 
shall keep the statement available for inspection at that place for a period 
of at least ten years. The statement shall contain, when applicable, a 
statement of the then current conversion rate of any outstanding securities. 
The statement also shall include, when applicable, a statement of the number 
of shares subject to options and the exercise price of the options.

     Section 7.12. Assistant Treasurers. In the absence of the Treasurer or 
in the event of his death, inability or refusal to act, the Assistant 
Treasurers in the order of their length of service as Assistant Treasurer, 
unless the Board determines otherwise, shall perform the duties of the 
Treasurer.  When acting as the Treasurer, an Assistant Treasurer shall have 
the powers and restrictions of the Treasurer. An Assistant Treasurer shall 
perform such other duties as the Treasurer, the President or the Board may 
assign to him from time to time.

     Section 7.13. Delegation of Authority. Notwithstanding any provision of 
these Bylaws to the contrary, the Board may delegate the powers or duties of 
any officer to any other officer or agent.

     Section 7.14. Action with Respect to Securities of Other Corporations. 
Unless the Board directs otherwise, the President shall have the power to 
vote and otherwise act on behalf of the Corporation, in person or by proxy, 
at any meeting of Stockholders of or with respect to any action of 
Stockholders of any other corporation in which the Corporation holds 
securities. Furthermore, unless the Board directs otherwise, the President 
shall exercise any and all rights and powers which the Corporation possesses 
by reason of its ownership of securities in another corporation.

     Section 7.15. Vacancies. The Board may fill any vacancy in any office 
because of death, resignation, removal, disqualification or any other cause 
in the manner which these Bylaws prescribe for the regular appointment to 
such office.

                                     - 13 -

<PAGE>

                                       ARTICLE VIII

                                CONTRACTS, LOANS, DRAFTS
                                 DEPOSITS AND ACCOUNTS

     Section 8.01. Contracts. The Board may authorize any officer or 
officers, agent or agents, to enter into any contract or execute and deliver 
any instrument in the name and on behalf of the Corporation. The Board may 
make such authorization general or special.

     Section 8.02. Loans. Unless the Board has authorized such action, no 
officer or agent of the Corporation shall contract for a a loan on behalf of 
the Corporation or issue any evidence of indebtedness in the Corporation's 
name.

     Section 8.03. Drafts. such persons as the Board shall determine shall 
issue all checks, drafts and other orders for the payment of money, notes and 
other evidences of indebtedness issued in the name of or payable by the 
Corporation.

     Section 8.04. Deposits. The Treasurer shall deposit all funds of the 
Corporation not otherwise employed in such banks, trust companies or other 
depositories as the Board may select or as any officer, assistant, agent or 
attorney of the Corporation to whom the Board has delegated such power may 
select. For the purpose of deposit and collection for the account of the 
Corporation, the President or the Treasurer (or any other officer, assistant, 
agent or attorney of the Corporation whom the Board has authorized) may 
endorse, assign and deliver checks, drafts and other orders for the payment 
of money payable to the order of the Corporation.

     Section 8.05. General and Special Bank Accounts. The Board may authorize 
the opening and keeping of general and special bank accounts with such banks, 
trust companies or other depositories as the Board may select or as any 
officer, assistant, agent or attorney of the Corporation to whom the Board 
has delegated such power may select. The Board may make such special rules 
and regulations with respect to such bank accounts, not inconsistent with the 
provisions of these Bylaws, as it may deem expedient.

                                       ARTICLE IX

                           CERTIFICATES FOR SHARES AND THEIR
                                       TRANSFER

     Section 9.01. Certificates for Shares. Every owner of stock of the 
Corporation shall have the right to receive a certificate or certificates, 
certifying to the number and class of shares of the stock of the Corporation 
which he owns. The Board shall determine the form of the certificates for the 
shares of stock of the Corporation. The secretary, transfer agent, or 
registrar of the Corporation shall number the certificates representing 
shares of the stock of the Corporation in the order in which the Corporation 
uses them. The President or any Vice

                                        - 14 -

<PAGE>

President and the Secretary or any Assistant Secretary shall sign the 
certificates in the name of the Corporation. Any or all certificates may 
contain facsimile signatures. In case any officer, transfer agent or 
registrar who has signed a certificate, or whose facsimile signature appears 
on a certificate, ceases to serve as such officer, transfer agent or 
registrar before the Corporation issues the Certificate, the Corporation may 
issue the certificate with the same effect as though the person who signed 
such certificate, or whose facsimile signature appears on the certificate, 
was such officer, transfer agent or registrar at the date of issue. The 
Secretary, transfer agent, or registrar of the Corporation shall keep a 
record in the stock transfer books of the Corporation of the names of the 
persons, firms or corporations owning the stock represented by the 
certificates, the number and class of shares represented by the certificates 
and the dates thereof and, in the case of cancellation, the dates of 
cancellation. The Secretary, transfer agent, or registrar of the Corporation 
shall cancel every certificate surrendered to the Corporation for exchange or 
transfer. Except in the case of a lost, destroyed or mutilated certificate, 
the Secretary, transfer agent, or registrar of the Corporation shall not 
issue a new certificate in exchange for an existing certificate until he has 
canceled the existing certificate.

     Section 9.02. Transfer of Shares. The holder of record of shares of the 
Corporation's stock, or his attorney-in-fact authorized by power of attorney 
duly executed and filed with the Secretary, transfer agent or registrar of 
the Corporation, may transfer his shares only on the stock transfer books of 
the Corporation. Such person shall furnish to the Secretary, transfer agent, 
or registrar of the Corporation proper evidence of his authority to make the 
transfer and shall properly endorse and surrender for cancellation his 
existing certificate or certificates for such shares. Whenever the holder of 
record of shares of the Corporation's stock makes a transfer of shares for 
collateral security, the Secretary, transfer agent, or registrar of the 
Corporation shall state such fact in the entry of transfer if the transferor 
and the transferee request.

     Section 9.03. Lost, Stolen, Destroyed and Mutilated Certificates. The 
Board may direct the Secretary, transfer agent, or registrar of the 
Corporation to issue a new certificate to any holder of record of shares for 
the Corporation's stock claiming that he has lost such certificate, or that 
someone has stolen, destroyed or mutilated such certificate, upon the receipt 
of an affidavit from such holder to such fact. When authorizing the issue of 
a new certificate, the Board, in its discretion, may require as a condition 
precedent to the issuance that the owner of such certificate give the 
Corporation a bond of indemnity in such form and amount as the Board may 
direct.

     Section 9.04. Regulations. The Board may make such rules and 
regulations, not inconsistent with these Bylaws, as it deems expedient 
concerning the issue, transfer and registration of certificates for shares of 
the stock of the Corporation. The Board may appoint, or authorize any officer 
or officers to appoint one or more transfer agents, or one or more registrars, 
and may require all certificates for stock to bear the signature or 
signatures of any of them.

     Section 9.05. Holder of Record. The Corporation may treat as absolute 
owners of shares the person in whose name the shares stand of record as if 
that person had full competency,

                                 - 15 -

<PAGE>

capacity and authority to exercise all rights of ownership, despite any 
knowledge or notice to the contrary or any description indicating a 
representative, pledge or other fiduciary relation, or any reference to any 
other instrument or to the rights of any other person appearing upon its 
record or upon the share certificate. However, the Corporation shall treat 
any person furnishing proof of his appointment as a fiduciary as if he were 
the holder of record of the shares.

     Section 9.06. Treasury Shares. Treasury shares of the Corporation shall 
consist of shares which the Corporation has issued and thereafter acquired 
but not canceled. Treasury shares shall not carry voting or dividend rights.

                                   ARTICLE X

                                INDEMNIFICATION

     Section 10.01. Action Other Than By or In the Right of the Corporation. 
The Corporation shall indemnify any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed action, 
suit or proceeding, whether civil, criminal, administrative or investigative 
(other than an action by or in the right of the Corporation) by reason of the 
fact that he is or was a director, officer, employee or agent of the 
Corporation, or is or was serving at the request of the Corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust of other enterprise or as a member of any committee or 
similar body, against expenses (including attorneys' fees), judgments, fines 
and amounts paid in settlement actually and reasonably incurred by him in 
connection with such action, suit or proceeding if he acted in good faith and 
in a manner he reasonably believed to be in or not opposed to the best 
interests of the Corporation, and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful. The 
termination of any action, suit or proceeding by judgment, order, settlement, 
conviction, or upon a plea of nolo contendere or its equivalent, shall not 
create, of itself, a presumption that the person did not act in good faith 
and in a manner which he reasonably believed to be in or not opposed to the 
best interests of the Corporation, and, with respect to any criminal action 
or proceeding, that he had reasonable cause to believe that his conduct was 
unlawful.

     Section 10.02. Actions By or In the Right of the Corporation. The 
Corporation shall indemnify any person who was or is a party or is threatened 
to be made a party to any threatened, pending or completed action or suit by 
or in the right of the Corporation to procure a judgment in its favor by  
reason of the fact that he is or was a director, officer, employee or agent 
of the Corporation, or is or was serving at the request of the Corporation as 
a director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, or as a member of any committee or 
similar body, against expenses (including attorneys' fees) actually and 
reasonably incurred by him in connection with the defense or settlement of 
such action or suit if he acted in good faith and in a manner he reasonably 
believed to be in or not opposed to the best interest of the Corporation, 
except that the Corporation shall make no indemnification in respect of any 
claim, issue or matter as to which such person shall have been adjudged to be 
liable for

                                    - 16 -

<PAGE>

negligence or misconduct in the performance of his duty to the Corporation 
unless and only to the extent that the court in which such action or suit was 
brought shall determine upon application that, despite the adjudication of 
liability but in view of all the circumstances of the case, such person is 
fairly and reasonably entitled to indemnity for such expenses which the court 
shall deem proper.

     Section 10.03. Determination of Right of Indemnification. The 
Corporation shall not indemnify any person under Section 10.01 or Section 
10.02, in the absence of a court order, unless authorized in the specific 
case upon a determination that the director, officer, employee or agent has 
met the applicable standard of conduct set forth in Section 10.01 or Section 
10.02. One of the following shall make the determination: (a)the Board, by a 
majority vote of a quorum of directors not a party to the action, suit or 
proceeding; (b)absent a quorum or at the direction of a quorum of 
disinterested directors, independent legal counsel, by a written opinion; or 
(c)the Stockholders.

     Section 10.04 Indemnification Against Expenses of Successful Party. 
Notwithstanding the other provisions of this Article, to the extent that a 
director, officer, employee or agent of the Corporation has been successful 
on the merits or otherwise in defense of any action, suit or proceeding 
referred to in Section 10.01 or Section 10.02 of these Bylaws, or in defense 
of any claim, issue or matter therein, the Corporation shall indemnify him 
against expenses (including attorneys' fees) which he actually and reasonably
has incurred in connection therewith.

     Section 10.05. Advance of Expenses. The Corporation may pay expenses 
incurred in defending a civil or criminal action, suit or proceeding in 
advance of the final disposition of such action, suit or proceeding upon 
specific authorization by the Board and upon receipt of an undertaking by or 
on behalf of the director, officer, employee or agent to repay such amount if 
the Corporation ultimately determines that the Corporation should not 
indemnify him pursuant to the provisions of this Article.

     Section 10.06. Other Rights and Remedies. The indemnification provided 
by this Article shall not be deemed exclusive and is declared expressly to be 
nonexclusive of any other rights to which those seeking indemnification may 
be entitled under any Bylaws, agreement, note of Stockholders or 
disinterested directors or otherwise, both as to actions in his official 
capacity and as to actions in another capacity while holding such office, and 
shall continue as to any person who has ceased to be a director, officer, 
employee or agent and shall inure to the benefit of the heirs, executors and 
administrators of such a person.

     Section 10.07. Insurance. Upon resolution passed by the Board, the 
Corporation may purchase and maintain insurance on behalf of any person who 
is or was a director, officer, employee or agent of the Corporation, or is or 
was serving at the request of the Corporation as a director, officer, 
employee or agent of another corporation, partnership, joint venture, trust 
or other enterprise or as a member of any committee or similar body, against 
any liability asserted against him and incurred by him in any such capacity, 
or arising out of his status as such,

                                    - 17 -


<PAGE>


whether or not the Corporation would have the power to indemnify him against 
such liability under the provisions of this Article.

     Section 10.08. Constituent Corporations. For the purposes of this 
Article, references to "the Corporation" include in addition to the resulting 
corporation, any constituent corporation (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, officers and employees or agents, so that any person who is or was 
a director, officer, employee or agent of such constituent corporation or is 
or was serving at the request of such constituent corporation as a director, 
officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise or as a member of any committee or similar 
body, shall stand in the same position under the provisions of the Article 
with respect to the resulting or surviving corporation as he would have with 
respect to such constituent corporation if its existence had continued.

     Section 10.09 Other Insurance. The Corporation shall reduce the amount 
of the indemnification of any person pursuant to the provisions of this 
Article by the amount which such person collects as indemnification (a)under 
any policy of insurance which the Corporation purchased and maintained on his 
behalf or (b)from another corporation, partnership, joint venture, trust or 
other enterprise.

     Section 10.10. Public Policy. Nothing contained in this Article, or 
elsewhere in these Bylaws, shall operate to indemnify any director or officer 
if such indemnification is contrary to law, either as a matter of public 
policy, or under the provisions of the Federal Securities Act of 1933, as 
amended, the Securities Exchange Act of 1934, as amended, or any other 
applicable state or Federal law.

                                  ARTICLE XI

                                    NOTICES

     Section 11.01. General. Whenever these Bylaws require notice to any 
Stockholder, director, officer or agent, such notice does not mean personal 
notice. A person may give effective notice under these Bylaws in every case 
by depositing a writing in post office or letter box in a postpaid, sealed 
wrapper, or by dispatching a prepaid telegram addressed to such Stockholder, 
director, officer or agent at his address on the books of the Corporation. 
Unless these Bylaws expressly provide to the contrary, the time when the 
person sends notice shall constitute the time of the giving of notice.

     Section 11.02. Waiver of Notice. Whenever the law or these Bylaws 
require notice, the person entitled to said notice may waive such notice in 
writing, either before or after the time stated therein.

                                    - 18 -


<PAGE>


                                  ARTICLE XII

                                 MISCELLANEOUS

     Section 12.01. Facsimile Signatures. In addition to the use of facsimile 
signatures which these Bylaws specifically authorize, the Corporation may use 
such facsimile signatures of any officer or officers, agents or agent, of the 
Corporation as the Board or a committee of the Board may authorize.

     Section 12.02. Corporate Seal. The Board may provide for a suitable seal 
containing the name of the Corporation, of which the Secretary shall be in 
charge. The Treasurer, any Assistant Secretary, or any Assistant Treasurer 
may keep and use the seal or duplicates of the seal if and when the Board or 
a committee of the Board so directs.

     Section 12.03. Fiscal Year. The Board shall have the authority to fix 
and change the fiscal year of the Corporation.


                                 ARTICLE XIII

                                  AMENDMENTS

     The Board of Directors shall have the power by the affirmative vote of 
the majority of the members of the Board of Directors then in office to 
adopt, amend, alter, change and repeal any bylaws of the Corporation; 
provided, however, the Board may not adopt or alter any provision of these 
Bylaws fixing the number, qualifications, classifications or term of office 
of the directors adopted by the stockholders. In addition to any requirements 
of the Delaware General Corporation law (and notwithstanding the fact that a 
lesser percentage may be specified by the Delaware General Corporation Law), 
the affirmative vote of the holders of at least 66-2/3% of the voting power 
of all of the shares of capital stock of the Corporation then entitled to 
vote generally in the election of directors, voting together as single class, 
shall be required for the stockholders of the Corporation to adopt, amend, 
alter, change or repeal any bylaws of the Corporation. No bylaws hereafter 
adopted shall invalidate any prior act of the directors that would have been 
valid if such new bylaws had not been adopted.



                                     -19-