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                                                                      EXHIBIT 3
     

                                                                           
                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                              VANSTAR CORPORATION,
                                   AS AMENDED


                                   ARTICLE II

                                    Offices

         SECTION 1. Registered Office. The registered office of VANSTAR
CORPORATION (the "Corporation"), in the State of Delaware shall be at
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware, and the registered agent in charge thereof shall be The
Corporation Trust Company.

         SECTION 2. Other Offices. The Corporation may also have an office or
offices at any other place or places within or outside the State of Delaware.


                                   ARTICLE II

                    Meetings of Stockholders; Stockholders'
                           Consent in Lieu of Meeting

         SECTION 1. Annual Meetings. The annual meeting of the stockholders for
the election of directors, and for the transaction of such other business as may
properly come before the meeting, shall be held on the second Wednesday of
September, unless otherwise specified by resolution adopted by the Board of
Directors (the "Board"), and at such place, date and hour as shall be fixed by
the Board and designated in the notice or waiver of notice thereof, except that
no annual meeting need be held if all actions, including the election of
directors, required by the General Corporation Law of the State of Delaware (the
"Delaware Statute") to be taken at a stockholders' annual meeting are taken by
written consent in lieu of meeting pursuant to Section 10 of this Article II.

         SECTION 2. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called by the Board, the Chairman, the President
or the record holders of at least a majority of the issued and outstanding
shares of Common Stock of the Corporation, to be held at such place, date and
hour as shall be designated in the notice or waiver of notice thereof.



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         SECTION 3. Notice of Meetings. Except as otherwise required by
statute, the Certificate of Incorporation of the Corporation (the
"Certificate") or these By-laws, notice of each annual or special meeting of
the stockholders shall be given to each stockholder of record entitled to vote
at such meeting not less than 10 nor more than 60 days before the day on which
the meeting is to be held, by delivering written notice thereof to him
personally, or by mailing a copy of such notice, postage prepaid, directly to
him at his address as it appears in the records of the Corporation, or by
transmitting such notice thereof to him at such address by telegraph, cable or
other telephonic transmission. Every such notice shall state the place, the
date and hour of the meeting, and, in case of a special meeting, the purpose or
purposes for which the meeting is called. Notice of any meeting of stockholders
shall not be required to be given to any stockholder who shall attend such
meeting in person or by proxy, or who shall, in person or by attorney thereunto
authorized, waive such notice in writing, either before or after such meeting.
Except as otherwise provided in these By-laws, neither the business to be
transacted at, nor the purpose of, any meeting of the stockholders need be
specified in any such notice or waiver of notice. Notice of any adjourned
meeting of stockholders shall not be required to be given, except when
expressly required by law.

         SECTION 4. Quorum. At each meeting of the stockholders, except where
otherwise provided by the Certificate or these By-laws, the holders of a
majority of the issued and outstanding shares of Common Stock of the
Corporation entitled to vote at such meeting, present in person or represented
by proxy, shall constitute a quorum for the transaction of business. In the
absence of a quorum, a majority in interest of the stockholders present in
person or represented by proxy and entitled to vote, or, in the absence of all
the stockholders entitled to vote, any officer entitled to preside at, or act
as secretary of, such meeting, shall have the power to adjourn the meeting from
time to time, until stockholders holding the requisite amount of stock to
constitute a quorum shall be present or represented. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally called.

         SECTION 5. Organization.

                  (a) Unless otherwise determined by the Board, at each meeting
of the stockholders, one of the following shall act as chairman of the meeting
and preside thereat, in the following order of precedence:

                    (i)   the Chairman;

                    (ii)  the President;



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                           (iii) any director, officer or stockholder of the
                  Corporation designated by the Board to act as chairman of
                  such meeting and to preside thereat if the Chairman or the
                  President shall be absent from such meeting; or

                           (iv) a stockholder of record who shall be chosen
                  chairman of such meeting by a majority in voting interest of
                  the stockholders present in person or by proxy and entitled
                  to vote thereat.

                  (b) The Secretary or, if he shall be presiding over such
meeting in accordance with the provisions of this Section 5 or if he shall be
absent from such meeting, the person (who shall be an Assistant Secretary, if
an Assistant Secretary has been appointed and is present) whom the chairman of
such meeting shall appoint, shall act as secretary of such meeting and keep the
minutes thereof.

         SECTION 6. Order of Business. The order of business at each meeting of
the stockholders shall be determined by the chairman of such meeting, but such
order of business may be changed by a majority in voting interest of those
present in person or by proxy at such meeting and entitled to vote thereat.

         SECTION 7. Voting. Except as otherwise provided by law, the
Certificate or these By-laws, at each meeting of the stockholders, every
stockholder of the Corporation shall be entitled to one vote in person or by
proxy for each share of Common Stock of the Corporation held by him and
registered in his name on the books of the Corporation on the date fixed
pursuant to Section 7 of Article VI as the record date for the determination of
stockholders entitled to vote at such meeting. Persons holding stock in a
fiduciary capacity shall be entitled to vote the shares so held. A person whose
stock is pledged shall be entitled to vote, unless, in the transfer by the
pledgor on the books of the Corporation, he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee or his proxy may represent such
stock and vote thereon. If shares or other securities having voting power stand
in the record of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary shall be given written notice
to the contrary and furnished with a copy of the instrument or order appointing
them or creating the relationship wherein it is so provided, their acts with
respect to voting shall have the following effect:

                 (a)         if only one votes, his act binds all;

                 (b)         if more than one votes, the act of the majority so
voting binds all; and



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                  (c) if more than one votes, but the vote is evenly split on
any particular matter, such shares shall be voted in the manner provided by
law.

If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purposes of this Section 7 shall be
a majority or even-split in interest. The Corporation shall not vote directly
or indirectly any share of its own capital stock. Any vote of stock may be
given by the stockholder entitled thereto in person or by his proxy appointed
by an instrument in writing, subscribed by such stockholder or by his attorney
thereunto authorized, delivered to the secretary of the meeting; provided,
however, that no proxy shall be voted after three years from its date, unless
said proxy provides for a longer period. At all meetings of the stockholders,
all matters (except where other provision is made by law, the Certificate or
these By-laws) shall be decided by the vote of a majority in interest of the
stockholders present in person or by proxy at such meeting and entitled to vote
thereon, a quorum being present. Unless demanded by a stockholder present in
person or by proxy at any meeting and entitled to vote thereon, the vote on any
question need not be by ballot. Upon a demand by any such stockholder for a
vote by ballot upon any question, such vote by ballot shall be taken. On a vote
by ballot, each ballot shall be signed by the stockholder voting, or by his
proxy, if there be such proxy, and shall state the number of shares voted.

         SECTION 8. Inspection. The chairman of the meeting may at any time
appoint one or more inspectors to serve at any meeting of the stockholders. Any
inspector may be removed, and a new inspector or inspectors appointed, by the
Board at any time. Such inspectors shall decide upon the qualifications of
voters, accept and count votes, declare the results of such vote, and subscribe
and deliver to the secretary of the meeting a certificate stating the number of
shares of stock issued and outstanding and entitled to vote thereon and the
number of shares voted for and against the question, respectively. The
inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a
vote for or against his election to any position with the Corporation or on any
other matter in which he may be directly interested. Before acting as herein
provided, each inspector shall subscribe an oath faithfully to execute the
duties of an inspector with strict impartiality and according to the best of
his ability.



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         SECTION 9.  List of Stockholders. It shall be the duty of the Secretary
or other officer of the Corporation who shall have charge of its stock ledger
to prepare and make, at least 10 days before every meeting of the stockholders,
a complete list of the stockholders entitled to vote thereat, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to any such
meeting, during ordinary business hours, for a period of at least 10 days prior
to such meeting, either at a place within the city where such meeting is to be
held, which place shall be specified in the notice of the meeting or, if not so
specified, at the place where the meeting is to be held. Such list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

         SECTION 10. Stockholders' Consent in Lieu of Meeting. Any action
required by the Delaware Statute to be taken at any annual or special meeting of
the stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, by a consent in writing, as permitted
by the Delaware Statute.

         SECTION 11. Stockholder Nominations and Proposals.

         (a) 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 setting forth with particularity (i) the names and business
addresses of the Proponent and all persons or entities (collectively,
"Persons") acting in concert with the Proponent; (ii) the name and address of
the Proponent and the Persons identified in clause (i), as they appear on the
Corporation's books (if they so appear); (iii) the class and number of shares
of the Corporation beneficially owned by the Proponent and the Persons
identified in clause (i); (iv) a description of the Stockholder Proposal
containing all material information relating thereto; and (v) such other
information as the Board reasonably determines is necessary or appropriate to
enable the Board and stockholders of the Corporation to consider the
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 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) Only persons who are selected and recommended by the Board or the
committee of the Board designated to make nominations, or who are nominated by
stockholders in accordance with the procedures set forth in this Section 11,
shall be eligible for election, or qualified to serve, as directors. Nominations
of individuals for election to the Board at any



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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.
Nominations by stockholders shall be made by written notice (a "Nomination
Notice"), which shall set forth (i) as to each individual nominated, (A) the
name, date of birth, business address and residence address of the nominee; (B)
the business experience during the past five years of the 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; (C) whether the nominee is or has ever been 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; (D) 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, or subject to the requirements of Section 15(d) of such Act, or any
company registered as an investment company under the Investment Company Act of
1940, as amended; and (E) whether, in the last five years, the nominee has been
convicted in a criminal proceeding or has been subject to a judgment, order,
finding or decree of any governmental entity, concerning any violation of 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 (ii) as to the Person submitting the Nomination Notice and any
Person acting in concert with such Person, (x) the name and business address of
such Person, (y) the name and address of such Person as they appear on the
Corporation's books (if they so appear), and (z) 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
By-laws, he shall so declare to the meeting and the defective nomination shall
be disregarded.

                  (c) Nomination Notices and Stockholder Proposals shall be
delivered to the Secretary at the principal executive offices of the
Corporation 90 days or more before the date of the stockholders' meeting if
such Nomination Notice or Stockholder Proposal is to be submitted at an annual
stockholders' meeting (provided, however, that if such annual meeting is called
to be held before the date specified in Section 1 of this Article II, such
Nomination Notice or Stockholder Proposal shall be so delivered no later than
the close of business on the 15th day following the day on which notice of the
date of the annual stockholders' meeting was given). Nomination Notices and
Stockholder Proposals shall be delivered to the Secretary at the principal
executive offices of the Corporation no later than the close of business on the
15th day



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following the day on which notice of the date of a special meeting of
stockholders was given if the Nomination Notice or Stockholder Proposal is to
be submitted at a special stockholders' meeting.


                                  ARTICLE III

                               Board of Directors

         SECTION 1. General Powers. The business, property and affairs of the
Corporation shall be managed by or under the direction of the Board, which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by the Certificate directed or required to be
exercised or done by the stockholders.

         SECTION 2. Number and Term of Office. The number of directors shall be
fixed from time to time by the Board. Directors need not be stockholders. Each
director shall hold office until his successor is elected and qualified, or
until his earlier death or resignation or removal in the manner hereinafter
provided.

         SECTION 3. Election of Directors. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons
receiving the greatest number of votes, up to the number of directors to be
elected, of the stockholders present in person or by proxy and entitled to vote
thereon shall be the directors; provided, however, that for purposes of such
vote no stockholder shall be allowed to cumulate his votes. Unless an election
by ballot shall be demanded as provided in Section 7 of Article II, election of
directors may be conducted in any manner approved at such meeting.

         SECTION 4. Resignation, Removal and Vacancies

                  (a) Any director may resign at any time by giving written
notice to the Board, the Chairman, the President or the Secretary. Such
resignation shall take effect at the time specified therein or, if no time
shall be specified therein, upon receipt thereof; unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

                  (b) Any director or the entire Board may be removed, with or
without cause, at any time by vote of the holders of a majority of the shares
then entitled to vote at an election of directors or by written consent of the
stockholders pursuant to Section 10 of Article II.



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                  (c) Vacancies occurring on the Board for any reason may be
filled by vote of the stockholders or by the stockholders' written consent
pursuant to Section 10 of Article II, or by vote of the Board or by the
directors' written consent pursuant to Section 6 of this Article III. If the
number of directors then in office is less than a quorum, such vacancies may be
filled by a vote of a majority of the directors then in office.

         SECTION 5. Meetings.

                  (a) Annual Meetings. As soon as practicable after each annual
election of directors, 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 6 of this Article III.

                  (b) Other Meetings. Other meetings of the Board shall be held
at such times and places as the Board, the Chairman, the President or any
director shall from time to time determine.

                  (c) Notice of Meetings. Notice shall be given to each
director of each meeting, including the time, place and purpose of such
meeting. Notice of each such meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least two days
before the date on which such meeting is to be held, or shall be sent to him at
such place by telegraph, cable, wireless 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, but notice need not be
given to any director who shall attend such meeting. A written waiver of
notice, signed by the person entitled thereto, whether before or after the time
of the meeting stated therein, shall be deemed equivalent to notice.

                  (d) Place of Meetings. The Board may hold its meetings at
such place or places within or outside the State of Delaware as the Board may
from time to time determine, or as shall be designated in the respective
notices or waivers of notice thereof.

                  (e) Quorum and Manner of Acting. A majority of the total
number of directors then in office 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
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.



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

                        (i)   the Chairman;

                        (ii)  the President (if a director); or

                        (iii) any director designated by a majority of the
         directors present.

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

         SECTION 6. Directors' Consent in Lieu of Meeting. Any action required
or permitted to be taken at any meeting of the Board 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 directors then in
office and such consent is filed with the minutes of the proceedings of the
Board.

         SECTION 7. Action by Means of Conference Telephone or Similar
Communications Equipment. Any one or more members of the Board may participate
in a meeting of the Board by means of conference telephone or similar
communications equipment by 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 8. Committees. The Board may, by resolution or resolutions
passed by a majority of the whole Board, designate one or more committees, each
such committee to consist of one or more directors of the Corporation, which to
the extent provided in said resolution or resolutions shall have and may
exercise the powers 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, such committee or committees to have such
name or names as may be determined from time to time by resolution adopted by
the Board. A majority of all the members of any such committee may determine
its action and fix the time and place of its meetings, unless the Board shall
otherwise provide. The Board shall have power to change the members of any such
committee at any time, to fill vacancies and to discharge any such committee,
either with or without cause, at any time.



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                                   ARTICLE IV

                                    Officers

         SECTION 1. Executive Officers. The principal officers of the
Corporation shall be a Chairman, if one is appointed (and any references to the
Chairman shall not apply if a Chairman has not been appointed), a President, a
Secretary and a Treasurer, and may include such other officers as the Board may
appoint pursuant to Section 3 of this Article IV. Any two or more offices may
be held by the same person.

         SECTION 2. Authority and Duties. All officers, as between themselves
and the Corporation, 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 so provided, by the Board.

         SECTION 3. Other Officers. The Corporation may have such other
officers, agents and employees as the Board may deem necessary, including one
or more Assistant Secretaries, one or more Assistant Treasurers and one or more
Vice Presidents, each of whom shall hold office for such period, have such
authority, and perform such duties as the Board, the Chairman or the President
may from time to time determine. The Board may delegate to any principal
officer the power to appoint and define the authority and duties of, or remove,
any such officers, agents or employees.

         SECTION 4. Term of Office, Resignation and Removal.

                  (a) All officers shall be elected or appointed by the Board
and shall hold office for such term as may be prescribed by the Board. Each
officer shall hold office until his successor has been elected or appointed and
qualified or until 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 President or the Secretary. Such
resignation shall take effect at the time specified therein or, if no time
shall be specified therein, at the time it is accepted by action of the Board.
Except as aforesaid, the acceptance of such resignation shall not be necessary
to make it effective.



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                  (c) All officers and agents elected or appointed by the Board
shall be subject to removal at any time by the Board or by the stockholders of
the Corporation with or without cause.

         SECTION 5. Vacancies. If the office of Chairman, President, Secretary
or Treasurer becomes vacant for any reason, the Board shall fill such vacancy,
and if any other office becomes vacant, the Board may fill such vacancy. Any
officer so appointed or elected by the Board shall serve only until such time
as the unexpired term of his predecessor shall have expired, unless reelected
or reappointed by the Board.

         SECTION 6. The Chairman. The Chairman shall preside at meetings of the
Board and of the stockholders at which he is present, or he or she may delegate
such authority to any other director or officer of the Corporation. The
Chairman shall have such other powers and perform such other duties as may be
provided for herein and as may be incident to the office and as the Board may
determine from time to time.

         SECTION 7. The President. The President shall have such powers and
perform such duties as may be provided for herein and as may be incident to the
office and as the Board may determine from time to time.

         SECTION 8. The Secretary. The Secretary shall, to the extent
practicable, attend all meetings of the Board and all meetings of the
stockholders and shall record all votes and the minutes of all proceedings in a
book to be kept for that purpose. He may give, or cause to be given, notice of
all meetings of the stockholders and of the Board, and shall perform such other
duties as may be prescribed by the Board, the Chairman or the President, under
whose supervision he shall act. He shall keep in safe custody the seal of the
Corporation and affix the same to any duly authorized instrument requiring it
and, when so affixed, it shall be attested by his signature or by the signature
of the Treasurer or, if appointed, an Assistant Secretary or an Assistant
Treasurer. He shall keep in safe custody the certificate books and stockholder
records and such other books and records as the Board 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.



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         SECTION 9. The Treasurer. The Treasurer shall have the care and
custody of the corporate funds and other valuable effects, including
securities, shall keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation and shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board. The Treasurer shall disburse
the funds of the Corporation as may be ordered by the Board, taking proper
vouchers for such disbursements, shall render to the Chairman, President and
directors, at the regular meetings of the Board, or whenever they may require
it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation and shall perform all other duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Board, the Chairman or the President.


                                   ARTICLE V

                 Contracts, Checks, Drafts, Bank Accounts, Etc.

         SECTION 1. Execution of Documents. The Board shall designate, by
either specific or general resolution, the officers, employees and agents of
the Corporation who shall have the power to execute and deliver deeds,
contracts, mortgages, bonds, debentures, checks, drafts and other orders for
the payment of money and other documents for and in the name of the
Corporation, and may authorize such officers, employees and agents to delegate
such power (including authority to redelegate) by written instrument to other
officers, employees or agents of the Corporation; unless so designated or
expressly authorized by these By-laws, no officer, employee or agent shall have
any power or authority to bind the Corporation by any contract or engagement,
to pledge its credit or to render it liable pecuniarily for any purpose or
amount.

         SECTION 2. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Board or Treasurer, or any other officer of the Corporation
to whom power in this respect shall have been given by the Board, shall select.



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         SECTION 3. Proxies with Respect to Stock or Other Securities of Other
Corporations. The Board shall designate the officers of the Corporation who
shall have authority from time to time to appoint an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation, and to vote or consent with respect to
such stock or securities. Such designated officers may instruct the person or
persons so appointed as to the manner of exercising such powers and rights, and
such designated officers may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal or otherwise, such
written proxies, powers of attorney or other instruments as they may deem
necessary or proper in order that the Corporation may exercise its powers and
rights.


                                  ARTICLE VI

                 Shares and Their Transfer; Fixing Record Date

         SECTION 1. Certificates for Shares. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number and
class of shares owned by him in the Corporation, which shall be in such form as
shall be prescribed by the Board. Certificates shall be numbered and issued in
consecutive order and shall be signed by, or in the name of, the Corporation by
the Chairman, the President or any Vice President, and by the Treasurer (or an
Assistant Treasurer, if appointed) or the Secretary (or an Assistant Secretary,
if appointed). In case any officer or officers who shall have signed any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate had not ceased to be such officer or officers of the Corporation.

         SECTION 2. Record. A record in one or more counterparts shall be kept
of the name of the person, firm or corporation owning the shares represented by
each certificate for stock of the Corporation issued, the number of shares
represented by each such certificate, the date thereof and, in the case of
cancellation, the date of cancellation. Except as otherwise expressly required
by law, the person in whose name shares of stock stand on the stock record
books of the Corporation shall be deemed the owner thereof for all purposes
regarding the Corporation.



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         SECTION 3. Transfer and Registration of Stock.

                  (a) The transfer of stock and certificates which represent
the stock of the Corporation shall be governed by Article 8 of Subtitle 1 of
Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from
time to time.

                  (b) Registration of transfers of shares of the Corporation
shall be made only on the books of the Corporation upon request of the
registered holder thereof, or of his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and
upon the surrender of the certificate or certificates for such shares properly
endorsed or accompanied by a stock power duly executed.

         SECTION 4. 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 him, and, if any stockholder shall
fail to designate such address, corporate notices may be served upon him by
mail directed to him at his post-office address, if any, as the same appears on
the stock record books of the Corporation or at his last known post-office
address.

         SECTION 5. Lost, Destroyed and Mutilated Certificates. The holder of
any shares of the Corporation shall immediately notify the Corporation of any
loss, destruction or mutilation of the certificate therefor, and the Board may,
in its discretion, cause to be issued to him a new certificate or certificates
for such shares, upon the surrender of the mutilated certificate or, in the
case of loss or destruction of the certificate, upon satisfactory proof of such
loss or destruction, and the Board may, in its discretion, require the owner of
the lost or destroyed certificate or his legal representative to give the
Corporation a bond in such sum and with such surety or sureties as it may
direct to indemnify the Corporation against any claim that may be made against
it on account of the alleged loss or destruction of any such certificate.

         SECTION 6. Regulations. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these By-laws, concerning the
issue, transfer and registration of certificates for stock of the Corporation.



                                     -14-
<PAGE>   15



         SECTION 7. Fixing Date for Determination of Stockholders of Record.

                  (a) In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board, and which record date shall be not more than 60 nor less
than 10 days before the date of such meeting. If no record date is fixed by the
Board, the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.

                  (b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board, and which date shall be not more than 10 days after the date upon which
the resolution fixing the record date is adopted by the Board. If no record
date has been fixed by the Board, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board is required by the Delaware Statute, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation by delivery to its
registered office in this State, its principal place of business or an officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. If no record date has been fixed by the Board and prior
action by the Board is required by the Delaware Statute, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board adopts the resolution taking such prior action.



                                     -15-
<PAGE>   16



                  (c) In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose
of any other lawful action, the Board may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto.


                                  ARTICLE VII

                                      Seal

         The Board may provide a corporate seal, which shall be in the form of
a circle and shall bear the full name of the Corporation, the year of
incorporation of the Corporation and the words and figures "Corporate Seal -
Delaware".


                                  ARTICLE VIII

                                  Fiscal Year

         The fiscal year of the Corporation shall be the calendar year unless
otherwise determined by the Board.


                                   ARTICLE IX

                         Indemnification and Insurance

         SECTION 1. Indemnification.

                  (a) As provided in the Certificate, to the fullest extent
permitted by the Delaware Statute as the same exists or may hereafter be
amended, a director of this Corporation shall not be liable to the Corporation
or its stockholders for breach of fiduciary duty as a director.



                                     -16-
<PAGE>   17



                  (b) Without limitation of any right conferred by paragraph
(a) of this Section 1, each person who was or is made a party or is threatened
to be made a party to or is otherwise involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (hereinafter a "proceeding"), by reason of the fact that he or
she is or was a director, officer or employee of the Corporation or is or was
serving at the request of the Corporation as a director, officer or employee of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity while serving as a director, officer or employee
or in any other capacity while serving as a director, officer or employee,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware Statute, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights
than permitted prior thereto), against all expense, liability and loss
(including attorneys' fees, judgments, fines, excise taxes or amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer or employee and shall inure to the benefit of
the indemnitee's heirs, testators, intestates, executors and administrators;
provided, however, that such person 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 a criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; provided further,
however, that no indemnification shall be made in the case of an action, suit
or proceeding by or in the right of the Corporation in relation to matters as
to which it shall be adjudged in such action, suit or proceeding that such
director, officer, employee or agent is liable to the Corporation, unless a
court having jurisdiction shall determine that, despite such adjudication, such
person is fairly and reasonably entitled to indemnification; provided further,
however, that, except as provided in Section 1(c) of this Article IX with
respect to proceedings to enforce rights to indemnification, the Corporation
shall indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
initiated by such indemnitee was authorized by the Board. The right to
indemnification conferred in this Article IX shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware Statute
requires, an advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf
of such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such



                                     -17-
<PAGE>   18



expenses under this Section or otherwise.

                  (c) If a claim under Section (b) of this Article IX is not
paid in full by the Corporation within 60 days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement
of expenses, in which case the applicable period shall be 20 days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of any undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not
met the applicable standard of conduct set forth in the Delaware Statute.
Neither the failure of the Corporation (including the Board, independent legal
counsel or the stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware Statute, nor an actual determination by the
Corporation (including the Board, independent legal counsel, or the
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Section or otherwise shall be on the Corporation.

                  (d) The rights to indemnification and to the advancement of
expenses conferred in this Article IX shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the
Certificate, agreement, vote of stockholders or disinterested directors or
otherwise.

         SECTION 2. Insurance. The Corporation may purchase and maintain
insurance, at its expense, to protect itself and any person who is or was a
director, officer, employee or agent of the Corporation or any person who 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 expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware Statute.



                                     -18-
<PAGE>   19



                                   ARTICLE X

                                   Amendment

         Any by-law (including these By-laws) may be adopted, amended or
repealed by the vote of the holders of a majority of the shares then entitled
to vote or by the stockholders' written consent pursuant to Section 10 of
Article II, or by the vote of the Board or by the directors' written consent
pursuant to Section 6 of Article III.


                                   * * * * *
                                     * * *
                                       *



                                     -19-