As amended through June 3, 1997

                                     BY-LAWS
                                       OF
                           NETWORK IMAGING CORPORATION

                                    ARTICLE I

                                     OFFICES

         SECTION  1.01.  REGISTERED  OFFICE.  The  registered  office of Network
Imaging Corporation (the "Corporation") in the State of Delaware shall be at the
principal office of The Prentice-Hall  Corporation  System,  Inc. in the City of
Dover,  County of Kent, and the registered  agent in charge thereof shall be The
Prentice-Hall Corporation System, Inc.

         SECTION 1.02. OTHER OFFICES. The Corporation may also have an office or
offices at any other place or places  within or without the State of Delaware as
the Board of Directors of the  Corporation  (the  "Board") may from time to time
determine or the business of the Corporation may from time to time require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 2.01.  ANNUAL  MEETINGS.  The annual meeting of stockholders of
the Corporation for the election of directors of the Corporation  ("Directors"),
and for the  transaction of such other business as may properly come before such
meeting,  shall  be held at such  place,  date and time as shall be fixed by the
Board and  designated in the notice or waiver of notice of such annual  meeting;
PROVIDED,  HOWEVER,  that no annual meeting of stockholders  need by held if all
actions,   including  the  election  of  Directors,   required  by  the  General
Corporation Law of the State of Delaware (the "General  Corporation  Law") to be
taken at such  annual  meeting  are taken by written  consent in lieu of meeting
pursuant to Section 2.09 hereof.

         SECTION 2.02.  SPECIAL  MEETINGS.  Special meetings of stockholders for
any purpose or purposes may be called by the Board or the Chairman of the Board,
the Chief Executive  Officer,  the President or the Secretary of the Corporation
or by the  recordholders of at least a majority of the shares of common stock of
the Corporation issued and outstanding  ("Shares") and entitled to vote thereat,
to be held at such place,  date and time as shall be designated in the notice or
waiver of notice thereof.

         SECTION 2.03. NOTICE OF MEETINGS.  (a) Except as otherwise  provided by
law,  written notice of each annual or special meeting of  stockholders  stating
the place,  date and time of such meeting and, in the case of a special meeting,
the purpose of  purposes  for which such  meeting is to be held,  shall be given
personally  or by  first-class  mail  (air  mail in the  case  of  international
communications)  to each  recordholder of Shares (a  "Stockholder")  entitled to
vote  thereat,  not less than 10 nor more than 60 days  before  the date of such
meeting.  If mailed,  such notice shall be deemed to be given when  deposited in
the United States mail,  postage  prepaid,  directed to the  Stockholder at such
Stockholder's address as it appears on the records of the Corporation. If, prior
to the time of mailing, the Secretary of the Corporation (the "Secretary") shall
have received from any Stockholder a written  request that notices  intended for
such  Stockholder  are to be mailed to some address  other than the address that
appears on the records of the Corporation, notices intended for such Stockholder
shall be mailed to the address designated in such request.

         (b)  Notice of a special  meeting of  Stockholders  may be given by the

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person or persons  calling the  meeting,  or,  upon the written  request of such
person or persons, such notice shall be given by the Secretary on behalf of such
person or  persons.  If the  person or  persons  calling  a special  meeting  of
Stockholders give notice thereof, such person or persons shall deliver a copy of
such notice to the  Secretary.  Each request to the  Secretary for the giving of
notice of a special meeting of Stockholders  shall state the purpose or purposes
of such meeting.

         SECTION 2.04. WAIVER OF NOTICE. Notice of any annual or special meeting
of Stockholders  need not be given to any Stockholder who files a written waiver
of notice with the Secretary,  signed by the person entitled to notice,  whether
before or after such meeting.  Neither the business to be transacted at, nor the
purpose of, any meeting of Stockholders  need be specified in any written waiver
of notice  thereof.  Attendance of a Stockholder  at a meeting,  in person or by
proxy,  shall  constitute a waiver of notice of such  meeting,  except when such
Stockholder  attends a meeting  for the  express  purpose of  objecting,  at the
beginning of the meeting, to the transaction of any business on the grounds that
the notice of such meeting was inadequate or improperly given.

         SECTION 2.05. ADJOURNMENTS.  Whenever a meeting of Stockholders, annual
or special,  is adjourned  to another  date,  time or place,  notice need not be
given of the adjourned meeting if the date, time and place thereof are announced
at the meeting at which the adjournment is taken. If the adjournment is for more
than 30 days,  or if after the  adjournment  a new record  date is fixed for the
adjourned  meeting,  a notice of the  adjourned  meeting  shall be given to each
Stockholder entitled to vote thereat. At the adjourned meeting, any business may
be transacted which might have been transacted at the original meeting.

         SECTION  2.06.  QUORUM.  Except  as  otherwise  provided  by law or the
Certificate  of   Incorporation   of  the  Corporation   (the   "Certificate  of
Incorporation"),  the  recordholders of one-third of the Shares entitled to vote
thereat,  present  in person  or by proxy,  shall  constitute  a quorum  for the
transaction  of business  at all  meetings of  Stockholders,  whether  annual or
special. If, however,  such quorum shall not be present in person or by proxy at
any meeting of  Stockholders,  the  Stockholders  entitled  to vote  thereat may
adjourn the meeting  from time to time in  accordance  with  Section 2.05 hereof
until a quorum shall be present in person or by proxy.

         SECTION 2.07. VOTING. To the extent a Stockholder is permitted to vote,
each Stockholder  shall be entitled to one vote for each Share held of record by
such  Stockholder.  Except as otherwise  provided by law or the  Certificate  of
Incorporation,  Directors  shall be elected by a  plurality  of the votes of the
Shares  present in person or represented by proxy at the meeting and entitled to
vote on the election of directors,  and in all other  matters,  the  affirmative
vote of the majority of the Shares  present in person or represented by proxy at
the meeting and  entitled to vote on the subject  matter shall be the act of the
Stockholders.

         SECTION 2.08. PROXIES.  Each Stockholder  entitled to vote at a meeting
of Stockholders or to express, in writing, consent to or dissent from any action
of  Stockholders  without a meeting may authorize  another persons or persons to
act for such Stockholder by proxy.  Such proxy shall be filed with the Secretary
before such meeting of  Stockholders  or such action of  Stockholders  without a
meeting, at such time as the Board may require. No proxy shall be voted or acted
upon more than three years from its date, unless the proxy provides for a longer
period.

         SECTION  2.09.  STOCKHOLDER'S  CONSENT IN LIEU OF  MEETING.  Any action
required  by the  General  Corporation  Law to be taken at any annual or special
meeting  of  Stockholders,  and any  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 action so
taken,  shall be signed by the  recordholders of Shares having not less than the

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minimum number of votes  necessary to authorize or take such action at a meeting
at which the  recordholders  of all Shares entitled to vote thereon were present
and voted.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         SECTION  3.01.   GENERAL  POWERS.  The  business  and  affairs  of  the
Corporation shall be managed by the Board, which may exercise all such powers of
the  Corporation  and do all such lawful acts and things as are not by law,  the
Certificate  of  Incorporation  or these  By-laws  directed  or  required  to be
exercised or done by Stockholders.

         SECTION 3.02.  NUMBER, QUALIFICATION AND TERM OF OFFICE. (a) The number
of Directors shall be one or such other number not greater than nine as shall be
fixed from time to time by the Board. Directors need not be Stockholders.

         (b) The Board shall be divided  into two  classes,  as nearly  equal in
number as the then total  number of  Directors  constituting  the  entire  Board
permits with the term of office of one class  expiring  each year. At the Annual
Meeting of Stockholders  in 1996,  Directors of the first class shall be elected
to hold office for a term  expiring at the next  annual  meeting,  and until the
election  and  qualification  of their  successors,  or until their prior death,
resignation  or removal,  and  Directors of the second class shall be elected to
hold office for a term  expiring at the second  annual  meeting of  stockholders
thereafter,  and until the election and  qualification of their  successors,  or
until their prior death, resignation or removal. The following present Directors
are hereby designated initial members of the classes as indicated below:

             CLASS I                                   CLASS II
      
             John F. Burton                            Robert P. Bernardi
             James J. Leto                             Robert Ripp
             C. Alan Peyser

         (c) Each  successor to a Class I or Class II Director shall hold office
until the second annual meeting of the  stockholders  next succeeding his or her
election, and until his or her successor is elected and qualified,  or until his
or her prior  death,  resignation  or removal;  except  however,  if  additional
directorships are established,  the initial term for such directorships shall be
for one or more years not greater than two as  determined  by the Board in order
to ensure that approximately  one-half (1/2) of all of the directors are elected
at each annual meeting of the stockholders.

         SECTION  3.03.  RESIGNATION.  Any  Director  may  resign at any time by
giving written notice to the Board, the Chairman of the Board of the Corporation
(the  "Chairman") or the Secretary.  Such  resignation  shall take effect at the
time  specified  in such notice or, if the time is not  specified,  upon receipt
thereof by the Board, the Chairman or the Secretary,  as the case may be. Unless
otherwise  specified  therein,  acceptance  of  such  resignation  shall  not be
necessary to make it effective.

         SECTION 3.04. REMOVAL.  Any or all of the Directors may be removed, but
only for cause,  at any time by vote of the  recordholders  of a majority of the
Shares then entitled to vote at an election of Directors,  or by written consent
of the recordholders of Shares pursuant to Section 2.09 hereof.

         SECTION  3.05.  VACANCIES.  Vacancies  occurring  on the  Board for any
reason including,  without  limitation,  vacancies  occurring as a result of the
creation of new  directorships  that  increase the number of  Directors,  may be
filled by vote of the recordholders of a majority of the Shares then entitled to

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vote at an election of  Directors  or by written  consent of such  recordholders
pursuant to Section 2.09 hereof or by vote of the Board or by written consent of
the Directors  pursuant to Section 3.08 hereof.  If the number of Directors then
in  office  is less than a  quorum,  such  vacancies  may be filled by vote of a
majority  of the  Directors  then in office or by  written  consent  of all such
Directors  pursuant to Section 3.08 hereof.  Unless earlier removed  pursuant to
Section 3.04 hereof,  each Director  chosen in accordance with this Section 3.05
shall have the same term as that of his or her predecessor,  or, if such vacancy
is a result of an  increase  in the  number of  directors,  as that of the other
directors of the class of which he or she shall be a member.

         SECTION  3.06.  MEETINGS.  (a) ANNUAL MEETINGS.  As soon as practicable
after each annual  election of  Directors by the  Stockholders,  the Board shall
meet for the purpose of  organization  and the  transaction  of other  business,
unless it shall have transacted all such business by written consent pursuant to
Section 3.08 hereof.

         (b) OTHER MEETINGS.  Regular  meetings of the Board may be held at such
places  within or without the State of  Delaware  and at such times as the Board
may from time to time determine,  and if so determined,  notwithstanding Section
3.06(c) hereof,  notices thereof need not be given.  Other meetings of the Board
shall be held at such times as the Chairman,  the Chief Executive  Officer,  the
President of the Corporation (the  "President"),  the Secretary or a majority of
the Board shall from time to time determine.

         (c) NOTICE OF MEETINGS. The Secretary shall give written notice to each
Director of each meeting of the Board, which notice shall state the place, date,
time and purpose of such meeting.  Notice of each such meeting shall be given to
each Director,  if by mail,  addressed to him at his residence or usual place of
business,  at least two days before the day on which such meeting is to be held,
or shall be sent to him at such place by telecopy,  telegraph,  cable,  or other
form of recorded  communication,  or be delivered personally or by telephone not
later than the day before the day on which such meeting is to be held. A written
waiver of notice,  signed by the Director entitled to notice,  whether before or
after  the time of the  meeting  referred  to in such  waiver,  shall be  deemed
equivalent to notice.  Neither the business to be transacted at, nor the purpose
of any meeting of the Board need by  specified  in any written  waiver of notice
thereof.  Attendance of a Director at a meeting of the Board shall  constitute a
waiver of notice of such meeting except as provided by law.

         (d) PLACE OF MEETINGS. The Board may hold its meetings at such place or
places  within or without the State of Delaware as the Board or the Chairman may
from time to time determine, or as shall be designated in the respective notices
or waivers of notice of such meetings.

         (e)  QUORUM  AND MANNER OF  ACTING.  One-third  of the total  number of
Directors  then in office (but in no event less than two if the total  number of
directorships, including vacancies, is greater than one and in no event a number
less than one-third of the total number of directorships,  including  vacancies)
shall be present in person at any meeting of the Board in order to  constitute a
quorum  for the  transaction  of  business  at such  meeting,  and the vote of a
majority  of those  Directors  present at any such  meeting at which a quorum is
present  shall be  necessary  for the  passage of any  resolution  or act of the
Board,  except as  otherwise  expressly  required  by law,  the  Certificate  of
Incorporation or these By-laws. In the absence of a quorum for any such meeting,
a majority of the Directors  present  thereat may adjourn such meeting from time
to time until a quorum shall be present.

         (f)  ORGANIZATION.  At each meeting of the Board, one of the  following
shall act as  chairman of the meeting and  preside,  in the  following  order of
precedence:
                  (i)      the Chairman;
                  (ii)     the Chief Executive Officer

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                  (iii)    the President;
                  (iv)     any Director chosen by a majority  of  the  Directors
                            present.

The  Secretary  or, in the case of his  absence,  any  person  (who  shall be an
Assistant  Secretary if an Assistant  Secretary is present) whom the chairman of
the meeting  shall  appoint  shall act as secretary of such meeting and keep the
minutes thereof.

         SECTION  3.07.  COMMITTEES  OF THE BOARD.  The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees,  each
committee to consist of one or more  Directors.  The Board may  designate one or
more Directors as alternate members of any committee, who may replace any absent
or  disqualified  member at any  meeting of such  committee.  In the  absence or
disqualification  of a member of a  committee,  the  member or  members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum may unanimously  appoint another Director to act at the
meeting in the place of any such absent or disqualified member. Any committee of
the Board,  to the extent  provided in the  resolution of the Board  designating
such committee,  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 seal of the  Corporation  to be affixed  to all papers  which may
require it; PROVIDED,  HOWEVER,  that no such committee shall have such power or
authority in reference to amending the Certificate of Incorporation (except that
such a committee may, to the extent  authorized in the resolution or resolutions
providing  for the issuance of shares of stock  adopted by the Board as provided
in Section 151(a) of the General  Corporation  Law, fix the designations and any
of the preferences or rights of such shares  relating to dividends,  redemption,
dissolution,  any  distribution  of assets of the  Corporation or the conversion
into,  or the exchange of such shares for,  shares of any other class or classes
of stock of the  Corporation  or fix the number of shares of any series of stock
or authorize the increase or decrease of the shares of any series),  adopting an
agreement  of merger or  consolidation  under  Section 251 or 252 of the General
Corporation Law, recommending to the Stockholders the sale, lease or exchange of
all or substantially all the Corporation's property and assets,  recommending to
the  Stockholders  a  dissolution  of the  Corporation  or the  revocation  of a
dissolution,  or amending these By-laws; PROVIDED FURTHER, HOWEVER, that, unless
expressly so provided in the resolution of the Board designating such committee,
no such  committee  shall have the power or authority to declare a dividend,  to
authorize  the issuance of stock,  or to adopt a  certificate  of ownership  and
merger pursuant to Section 253 of the General Corporation Law. Each committee of
the Board shall keep regular  minutes of its  proceedings and report the same to
the Board when so requested by the Board.

         SECTION  3.08.  DIRECTORS'  CONSENT  IN LIEU  OF  MEETING.  Any  action
required  or  permitted  to be  taken  at any  meeting  of the  Board  or of any
committee  thereof  may be taken  without a meeting,  without  prior  notice and
without a vote,  if a consent  in  writing,  setting  forth the action so taken,
shall be  signed by all the  members  of the  Board or such  committee  and such
consent  is filed  with the  minutes  of the  proceedings  of the  Board or such
committee.

         SECTION  3.09.  ACTION BY MEANS OF TELEPHONE OR SIMILAR  COMMUNICATIONS
EQUIPMENT.  Any one or more members of the Board,  or of any committee  thereof,
may  participate  in a  meeting  of the  Board  or such  committee  by  means of
conference telephone or similar  communications  equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at such meeting.

         SECTION  3.10.   COMPENSATION.   Unless  otherwise  restricted  by  the
Certificate  of  Incorporation,  the Board may  determine  the  compensation  of
Directors.  In addition, as determined by the Board, Directors may be reimbursed
by the  Corporation  for their  expenses,  if any, in the  performance  of their

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duties as Directors.  No such  compensation or reimbursement  shall preclude any
Director  from  serving the  Corporation  in any other  capacity  and  receiving
compensation therefor.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 4.01.  OFFICERS.  The officers of the Corporation  shall be the
Chairman,  the Chief  Executive  Officer,  the President,  the Secretary,  and a
Treasurer  and may include one or more Vice  Presidents,  one or more  Assistant
Secretaries and one or more Assistant Treasurers, and such other officers as the
Board from time to time deems necessary or appropriate.

         SECTION  4.02.  AUTHORITY  AND  DUTIES.  All  officers  shall have such
authority and perform such duties in the management of the Corporation as may be
provided in these  By-laws or, to the extent not so provided,  by  resolution of
the Board.

         SECTION 4.03. TERM OF OFFICE, RESIGNATION AND REMOVAL. (a) Each officer
shall be  appointed  by the Board and shall hold  office for such term as may be
determined by the Board.  Each officer shall hold office until his successor has
been  appointed and qualified or his earlier death or  resignation or removal in
the manner  hereinafter  provided.  The Board may  require  any  officer to give
security for the faithful performance of his duties.

         (b) Any officer may resign at any time by giving  written notice to the
Board,  the  Chairman,  the  Chief  Executive  Officer,  the  President  or  the
Secretary.  Such  resignation  shall take effect at the time  specified  in such
notice or, if the time be not specified,  upon receipt thereof by the Board, the
Chairman,  the Chief Executive Officer,  the President or the Secretary,  as the
case may be. Unless otherwise specified therein,  acceptance of such resignation
shall not be necessary to make it effective.

         (c) All officers and agents  appointed by the Board shall be subject to
removal, with or without cause, at any time by the Board or by the action of the
recordholders of a majority of the Shares entitled to vote thereon.

         SECTION  4.04.  VACANCIES.  Any vacancy  occurring in any office of the
Corporation,  for any  reason,  shall be filled by action of the  Board.  Unless
earlier removed  pursuant to Section 4.03 hereof,  any officer  appointed by the
Board to fill any such vacancy shall serve only until such time as the unexpired
term of his predecessor expires unless reappointed by the Board.

         SECTION 4.05.  THE CHAIRMAN.  The Chairman shall have the power to call
special meetings of Stockholders,  to call special meetings of the Board and, if
present,  to preside at all  meetings of  Stockholders  and all  meetings of the
Board.  The Chairman shall perform all duties incident to the office of Chairman
of the Board and all such other  duties as may from time to time be  assigned to
him by the Board or these By-laws.

         SECTION 4.06. THE CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer
shall have general and active management and control of the business and affairs
of the  Corporation,  subject to the control of the Board and the Chairman,  and
shall see that all orders and  resolutions of the Board are carried into effect.
The Chief  Executive  Officer shall perform all duties incident to the office of
Chief  Executive  Officer and all such other  duties as may from time to time be
assigned to him by the Chairman, the Board or these By-laws.

         SECTION  4.07.  THE  PRESIDENT.  The  President  shall have general and
active  management  and control of the business and affairs of the  Corporation,
subject  to the  control  of the Board and the  Chairman.  The  President  shall
perform all duties incident to the office of President and all such other duties

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as may from time to time be assigned to him by the Chairman,  the Board or these
By-laws.

         SECTION 4.08. VICE  PRESIDENTS.  Vice  Presidents,  if any, in order of
their seniority or in any other order  determined by the Board,  shall generally
assist the President and perform such other duties as the Board or the President
shall  prescribe,  and in the  absence or  disability  of the  President,  shall
perform the duties and exercise the powers of the President.

         SECTION  4.09.  THE  SECRETARY.  The  Secretary  shall,  to the  extent
practicable,  attend all meetings of the Board and all meetings of  Stockholders
and shall  record all votes and the minutes of all  proceedings  in a book to be
kept for that  purpose,  and shall  perform the same duties for any committee of
the Board  when so  requested  by such  committee.  He shall give or cause to be
given notice of all meetings of  Stockholders  and of the Board,  shall  perform
such  other  duties as may be  prescribed  by the  Board,  the  Chairman  or the
President and shall act under the supervision of the Chairman.  He shall keep in
safe custody the seal of the  Corporation  and affix the same to any  instrument
that  requires  that the seal be  affixed  to it and which  shall have been duly
authorized  for signature in the name of the  Corporation  and, when so affixed,
the seal shall be attested by his signature or by the signature of the Treasurer
of the  Corporation  (the  "Treasurer")  or an Assistant  Secretary or Assistant
Treasurer  of the  Corporation.  He shall keep in safe  custody the  certificate
books  and  stockholder  records  and such  other  books  and  records  of,  the
Corporation  as the Board,  the Chairman or the  President  may direct and shall
perform  all other  duties  incident to the office of  Secretary  and such other
duties as from time to time may be assigned to him by the Board, the Chairman or
the President.

         SECTION  4.10.  ASSISTANT  SECRETARIES.  Assistant  Secretaries  of the
Corporation ("Assistant Secretaries"), if any, in order of their seniority or in
any other order  determined by the Board,  shall generally  assist the Secretary
and perform such other  duties as the Board or the  Secretary  shall  prescribe,
and, in the absence or disability of the Secretary, shall perform the duties and
exercise the powers of the Secretary.

         SECTION 4.11.  THE  TREASURER.  The  Treasurer  shall have the care and
custody of all the funds of the Corporation and shall deposit such funds in such
banks or other  depositories  as the Board,  or any officer or officers,  or any
officer and agent jointly duly authorized by the Board, shall from time to time,
direct or approve.  He shall  disburse  the funds of the  Corporation  under the
direction  of the Board and the  President.  He shall  keep a full and  accurate
account of all moneys  received and paid on account of the Corporation and shall
render a statement  of his  accounts  whenever  the Board,  the  Chairman or the
President  shall so request.  He shall perform all other  necessary  actions and
duties in connection  with the  administration  of the financial  affairs of the
Corporation and shall generally  perform all the duties usually  appertaining to
the office of treasurer of a corporation.  When required by the Board,  he shall
give bonds for the  faithful  discharge of his duties in such sums and with such
sureties as the Board shall approve.

         SECTION  4.12.  ASSISTANT  TREASURERS.   Assistant  Treasurers  of  the
Corporation ("Assistant Treasurers"),  if any, in order of their seniority or in
any other order  determined by the Board,  shall generally  assist the Treasurer
and perform such other  duties as the Board or the  Treasurer  shall  prescribe,
and, in the absence or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer.

                                    ARTICLE V

                       CHECKS, DRAFTS, NOTES, AND PROXIES

         SECTION 5.01.  CHECKS,  DRAFTS AND NOTES. All checks,  drafts and other
orders  for the  payment of money,  notes and other  evidences  of  indebtedness

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issued  in the  name of the  Corporation  shall be  signed  by such  officer  or
officers,  agent or agents  of the  Corporation  and in such  manner as shall be
determined, from time to time, by resolution of the Board.

         SECTION 5.02. EXECUTION OF PROXIES.  The Chairman,  the Chief Executive
Officer or the  President,  or, in the absence or disability of all of them, any
Vice  President,  if any, may  authorize,  from time to time,  the execution and
issuance  of  proxies  to vote  shares  of stock or  other  securities  of other
corporations  held of record by the Corporation and the execution of consents to
action  taken  or to be  taken by any such  corporation.  All such  proxies  and
consents,  unless otherwise authorized by the Board, shall be signed in the name
of the Corporation by the Chairman,  the Chief Executive Officer,  the President
or any Vice President, if any.

                                   ARTICLE VI

                         SHARES AND TRANSFERS OF SHARES

         SECTION  6.01.   CERTIFICATES  EVIDENCING  SHARES.  Shares  and,  where
appropriate,   other  securities  of  the  Corporation  shall  be  evidenced  by
certificates  in  such  form  or  forms  as  shall  be  approved  by the  Board.
Certificates  shall be issued in consecutive  order and shall be numbered in the
order of issue,  and shall be signed by, or in the name of the  Corporation  by,
the Chairman of the Board of Directors,  or the President or any Vice President,
and by the  Treasurer  or  any  Assistant  Treasurer,  or the  Secretary  or any
Assistant  Secretary.  Any  or  all  the  signatures  on  certificates  may be a
facsimile.  In the  event any such  officer  who has  signed or whose  facsimile
signature has been placed upon a certificate  shall have ceased to be an officer
before such certificate is issued,  it may be issued by the Corporation with the
same effect as if such officer held such office at the date of issue.

         SECTION 6.02. STOCK LEDGER. A stock ledger in one or more  counterparts
shall be kept by the Secretary,  in which shall be recorded the name and address
of  each  person,  firm or  corporation  owning  the  Shares  evidenced  by each
certificate  evidencing  Shares issued by the Corporation,  the number of Shares
evidenced  by each such  certificate,  the date of issuance  thereof and, in the
case of cancellation,  the date of cancellation.  Except as otherwise  expressly
required by law,  the person in whose name Shares  stand on the stock  ledger of
the  Corporation  shall be deemed  the owner and  recordholder  thereof  for all
purposes.

         SECTION 6.03. TRANSFERS OF SHARES.  Registration of transfers of Shares
shall be made only in the stock  ledger of the  Corporation  upon request of the
registered  holder of such shares,  or of his attorney  thereunto  authorized by
power of  attorney  duly  executed  and filed with the  Secretary,  and upon the
surrender of the  certificate or  certificates  evidencing  such Shares properly
endorsed or accompanied by a stock power duly executed, together with such proof
of the authenticity of signatures as the Corporation may reasonably require.

         SECTION  6.04.  ADDRESSES  OF  STOCKHOLDERS.   Each  Stockholder  shall
designate to the Secretary an address at which notices of meetings and all other
corporate  notices  may be served or mailed  to such  Stockholder,  and,  if any
Stockholder shall fail to so designate such an address, corporate notices may be
served upon such Stockholder by mail directed to the mailing address, if any, as
the same  appears in the stock  ledger of the  Corporation  or at the last known
mailing address of such Stockholder.

         SECTION  6.05.  LOST,  DESTROYED  AND  MUTILATED   CERTIFICATES.   Each
recordholder  of Shares  shall  promptly  notify  the  Corporation  of any loss,
destruction  or mutilation of any  certificate  or  certificates  evidencing any
Share  or  Shares  of  which  he is the  recordholder.  The  Board  may,  in its
discretion,  cause the  Corporation  to issue a new  certificate in place of any
certificate  theretofore issued by it and alleged to have been mutilated,  lost,

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<PAGE>

stolen or destroyed,  upon the surrender of the mutilated certificate or, in the
case of loss, theft or destruction of the certificate,  upon satisfactory  proof
of such  loss,  theft or  destruction,  and the Board  may,  in its  discretion,
require  the  recordholder  of the  Shares  evidenced  by the  lost,  stolen  or
destroyed certificate or his legal representative to give the Corporation a bond
sufficient  to indemnify  the  Corporation  against any claim made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

         SECTION  6.06.  REGULATIONS.  The Board may make such  other  rules and
regulations  as it may deem  expedient,  not  inconsistent  with these  By-laws,
concerning  the issue,  transfer and  registration  of  certificates  evidencing
Shares.

         SECTION 6.07.  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, or to dissent from,  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 nor less than 10 days  before the date of such  meeting nor more than 60
days  prior to any  other  such  action.  A  determination  of the  Stockholders
entitled to notice of or to vote at a meeting of Stockholders shall apply to any
adjournment  of such meeting;  PROVIDED,  HOWEVER,  that the Board may fix a new
record date for the adjourned meeting.

                                   ARTICLE VII

                                      SEAL

         SECTION 7.01.  SEAL. The Board may approve and adopt a corporate  seal,
which  shall be in the  form of a circle  and  shall  bear the full  name of the
Corporation,  the  year of its  incorporation  and  the  words  "Corporate  Seal
Delaware".

                                  ARTICLE VIII

                                   FISCAL YEAR

         SECTION  8.01.  FISCAL  YEAR.  The fiscal year of the Corporation shall
end on  the  thirty-first  day of  December  of  each  year  unless  changed  by
resolution of the Board.

                                   ARTICLE IX

                          INDEMNIFICATION AND INSURANCE

         SECTION 9.01. INDEMNIFICATION.  (a) 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/she is or was or has
agreed to become a director or officer of the Corporation,  or is or was serving
at the request of the Corporation as director or officer of another corporation,
partnership,  joint venture,  trust or other enterprise,  including service with
respect to  employee  benefit  plans,  whether the basis of such  proceeding  is
alleged action or inaction in an official  capacity while serving as a director,
officer,  partner,  trustee,  employee or agent or in any other  capacity  while
serving as a director,  officer,  partner,  trustee,  employee or agent, against
expenses (including  reasonable attorney's fees),  judgments,  fines and amounts
paid in settlement actually or reasonably incurred by him/her in connection with

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such action,  suit or  proceeding  if he/she acted in good faith and in a manner
he/she 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/her conduct was unlawful. The termination of any
action, suit or proceeding by judgment, orders, settlement,  conviction, or upon
a plea of NOLO  CONTENDERE  or its  equivalent,  shall not, of itself,  create a
presumption  that the  person  did not act in good  faith and in a manner  which
he/she reasonably  believed to be in or not opposed to the best interests of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his/her conduct was unlawful.

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

         (c) 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  9.01(a)  and (b) of these
By-laws,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

         (d) Any indemnification  under Section 9.01(a) and (b) of these By-laws
(unless ordered by a court) shall be made by the Corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in Section  9.01(a) and (b) of these
By-laws. Such determination shall be made (i) by the Board 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,
a quorum of disinterested  directors so directs, by independent legal counsel in
a written opinion, or (iii) by the stockholders of the Corporation.

         (e) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final  disposition  of such action  suit or  proceeding  upon  receipt of an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the Corporation pursuant to this Article IX.

         (f) The  indemnification  and  advancement  of expenses  provided by or
granted  pursuant  to other  Sections  of this  Article  IX shall  not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement of expenses may be entitled under any law, by-law  agreement vote of
stockholders or  disinterested  directors or otherwise,  both as to action in an
official  capacity  and as to action in  another  capacity  while  holding  such
office.

                                      -10-
<PAGE>

         (g) For purposes of this Article IX,  references  to "the  Corporation"
shall  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, 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  or  officer  of  another  corporation
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position  under the  provisions of this Article IX with respect to the resulting
or  surviving  corporation  as he would have with  respect  to such  constituent
corporation if its separate existence had continued.

         (h) For purposes of this Article IX, references to "other  enterprises"
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes assessed on a person with respect to an employee  benefit plan; and
references  to  "serving at the request of the  Corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  Corporation  which
imposes duties on, or involves  service 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  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed to the best interests of the Corporation" as referred to in this Article
IX.
         (i) The  indemnification  and  advancement  of expenses  provided by or
granted  pursuant  to, this Article IX shall,  unless  otherwise  provided  when
authorized or ratified,  continue as to a person who has ceased to be a director
or  officer  and  shall  inure  to the  benefit  of  the  heirs,  executors  and
administrators of such a person.

         SECTION  9.02.  INSURANCE  FOR  INDEMNIFICATION.  The  Corporation  may
purchase and maintain insurance on behalf of any person who is or was a director
or  officer  of the  Corporation,  or is or was  serving  at the  request of the
Corporation  as a director,  officer,  employee or agent of another  corporation
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him against such liability  under the provisions of Section 145 of the
General Corporation Law.

                                    ARTICLE X

                                   AMENDMENTS

         SECTION 10.01. AMENDMENTS.  Any By-law (including these By-laws) may be
adopted,  amended or repealed by the vote of the  recordholders of a majority of
the Shares  then  entitled to vote at an  election  of  Directors  or by written
consent of Stockholders pursuant to Section 2.09 hereof, or by vote of the Board
or by a written consent of Directors pursuant to Section 3.08 hereof.












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