<PAGE>

                                    BYLAWS

                                      OF

                          INVISION TECHNOLOGIES, INC.

                           AS AMENDED MARCH 9, 1996

                                      AND

                                AUGUST 11, 1998


<PAGE>

                              TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                          PAGE
<S>                                                                       <C>
ARTICLE I      OFFICES . . . . . . . . . . . . . . . . . . . . . . . . .   1

     Section 1.  Registered Office . . . . . . . . . . . . . . . . . . .   1

     Section 2.  Other Offices . . . . . . . . . . . . . . . . . . . . .   1

ARTICLE II     CORPORATE SEAL. . . . . . . . . . . . . . . . . . . . . .   1

     Section 3.  Corporate Seal. . . . . . . . . . . . . . . . . . . . .   1

ARTICLE III    STOCKHOLDERS' MEETINGS. . . . . . . . . . . . . . . . . .   1

     Section 4.  Place of Meetings . . . . . . . . . . . . . . . . . . .   1

     Section 5.  Annual Meeting. . . . . . . . . . . . . . . . . . . . .   1

     Section 6.  Special Meetings. . . . . . . . . . . . . . . . . . . .   3

     Section 7.  Notice of Meetings. . . . . . . . . . . . . . . . . . .   3

     Section 8.  Quorum. . . . . . . . . . . . . . . . . . . . . . . . .   3

     Section 9.  Adjournment and Notice of Adjourned Meetings. . . . . .   4

     Section 10. Voting Rights . . . . . . . . . . . . . . . . . . . . .   4

     Section 11. Beneficial Owners of Stock. . . . . . . . . . . . . . .   4

     Section 12. List of Stockholders. . . . . . . . . . . . . . . . . .   5

     Section 13. Organization. . . . . . . . . . . . . . . . . . . . . .   5

ARTICLE IV     DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . .   6

     Section 14. Number and Term of Office.. . . . . . . . . . . . . . .   6

     Section 15. Powers. . . . . . . . . . . . . . . . . . . . . . . . .   6

     Section 16. Classes of Directors. . . . . . . . . . . . . . . . . .   6

     Section 17. Vacancies.. . . . . . . . . . . . . . . . . . . . . . .   6

     Section 18. Resignation.. . . . . . . . . . . . . . . . . . . . . .   6

     Section 19. Removal.. . . . . . . . . . . . . . . . . . . . . . . .   7

     Section 20. Meetings. . . . . . . . . . . . . . . . . . . . . . . .   7

            (a)  Annual Meetings.. . . . . . . . . . . . . . . . . . . .   7

            (b)  Regular Meetings. . . . . . . . . . . . . . . . . . . .   7

            (c)  Special Meetings. . . . . . . . . . . . . . . . . . . .   7

            (d)  Telephone Meetings. . . . . . . . . . . . . . . . . . .   7

            (e)  Notice of Meetings. . . . . . . . . . . . . . . . . . .   7

            (f)  Waiver of Notice. . . . . . . . . . . . . . . . . . . .   7


                                       i
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                              TABLE OF CONTENTS
                                 (CONTINUED)

    Section 21. Quorum and Voting.. . . . . . . . . . . . . . . . . . .   8

     Section 22. Action without Meeting. . . . . . . . . . . . . . . . .   8

     Section 23. Fees and Compensation.. . . . . . . . . . . . . . . . .   8

     Section 24. Committees. . . . . . . . . . . . . . . . . . . . . . .   8

            (a)  Executive Committee.. . . . . . . . . . . . . . . . . .   8

            (b)  Other Committees. . . . . . . . . . . . . . . . . . . .   9

            (c)  Term. . . . . . . . . . . . . . . . . . . . . . . . . .   9

            (d)  Meetings. . . . . . . . . . . . . . . . . . . . . . . .   9

     Section 25. Organization. . . . . . . . . . . . . . . . . . . . . .   9

ARTICLE V      OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . .  10

     Section 26. Officers Designated . . . . . . . . . . . . . . . . . .  10

     Section 27. Tenure and Duties of Officers . . . . . . . . . . . . .  10

            (a)  General . . . . . . . . . . . . . . . . . . . . . . . .  10

            (b)  Duties of Chairman of the Board of Directors. . . . . .  10

            (c)  Duties of President.. . . . . . . . . . . . . . . . . .  10

            (d)  Duties of Vice Presidents.. . . . . . . . . . . . . . .  11

            (e)  Duties of Secretary.. . . . . . . . . . . . . . . . . .  11

            (f)  Duties of Chief Financial Officer or Treasurer. . . . .  11

     Section 28. Delegation of Authority.. . . . . . . . . . . . . . . .  11

     Section 29. Resignations. . . . . . . . . . . . . . . . . . . . . .  11

     Section 30. Removal.. . . . . . . . . . . . . . . . . . . . . . . .  11

ARTICLE VI     EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF 
               SECURITIES OWNED BY THE CORPORATION . . . . . . . . . . .  12

     Section 31. Execution of Corporate Instruments. . . . . . . . . . .  12

     Section 32. Voting of Securities Owned by the Corporation.. . . . .  12

ARTICLE VII    SHARES OF STOCK . . . . . . . . . . . . . . . . . . . . . .12

     Section 33. Form and Execution of Certificates. . . . . . . . . . .  12

     Section 34. Lost Certificates.. . . . . . . . . . . . . . . . . . .  13

     Section 35. Transfers.. . . . . . . . . . . . . . . . . . . . . . .  13

     Section 36. Fixing Record Dates.. . . . . . . . . . . . . . . . . .  13


                                      ii
<PAGE>

                              TABLE OF CONTENTS
                                 (CONTINUED)

     Section 37. Registered Stockholders.. . . . . . . . . . . . . . . .  14

ARTICLE VIII   OTHER SECURITIES OF THE CORPORATION . . . . . . . . . . .  14

     Section 38. Execution of Other Securities.. . . . . . . . . . . . .  14

ARTICLE IX     DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . .  15

     Section 39. Declaration of Dividends. . . . . . . . . . . . . . . .  15

     Section 40. Dividend Reserve. . . . . . . . . . . . . . . . . . . .  15

ARTICLE X      FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . .  15

     Section 41. Fiscal Year.. . . . . . . . . . . . . . . . . . . . . .  15

ARTICLE XI     INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . .  15

     Section 42. Indemnification of Directors, Officers, Employees and
                 Other Agents. . . . .   . . . . . . . . . . . . . . . . .15

            (a)  Directors and Executive Officers. . . . . . . . . . . .  15

            (b)  Officers, Employees and Other Agents. . . . . . . . . .  16

            (c)  Good Faith. . . . . . . . . . . . . . . . . . . . . . .  16

            (d)  Expenses. . . . . . . . . . . . . . . . . . . . . . . .  16

            (e)  Enforcement . . . . . . . . . . . . . . . . . . . . . .  17

            (f)  Non-Exclusivity of Rights . . . . . . . . . . . . . . .  17

            (g)  Survival of Rights. . . . . . . . . . . . . . . . . . .  17

            (h)  Insurance.. . . . . . . . . . . . . . . . . . . . . . .  17

            (i)  Amendments. . . . . . . . . . . . . . . . . . . . . . .  17

            (j)  Saving Clause.. . . . . . . . . . . . . . . . . . . . .  17

            (k)  Certain Definitions.. . . . . . . . . . . . . . . . . .  18

ARTICLE XII    NOTICES . . . . . . . . . . . . . . . . . . . . . . . . .  19

     Section 43. Notices . . . . . . . . . . . . . . . . . . . . . . . .  19

            (a)  Notice to Stockholders. . . . . . . . . . . . . . . . .  19

            (b)  Notice to Directors . . . . . . . . . . . . . . . . . .  19

            (c)  Address Unknown . . . . . . . . . . . . . . . . . . . .  19

            (d)  Affidavit of Mailing. . . . . . . . . . . . . . . . . .  19

            (e)  Time Notices Deemed Given . . . . . . . . . . . . . . .  19

            (f)  Methods of Notice . . . . . . . . . . . . . . . . . . .  19


                                     iii
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                              TABLE OF CONTENTS
                                 (CONTINUED)

            (g)  Failure to Receive Notice . . . . . . . . . . . . . . .  19

            (h)  Notice to Person with Whom Communication Is Unlawful. .  19

            (i)  Notice to Person with Undeliverable Address . . . . . .  20

ARTICLE XIII   AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . .  20

     Section 44. Amendments. . . . . . . . . . . . . . . . . . . . . . .  20

ARTICLE XIV    LOANS TO OFFICERS . . . . . . . . . . . . . . . . . . . .  20

     Section 45. Loans to Officers . . . . . . . . . . . . . . . . . . .  20

</TABLE>


                                      iv
<PAGE>

                                    BYLAWS

                                      OF

                          INVISION TECHNOLOGIES, INC.
                           (a Delaware corporation)

                                   ARTICLE I 

                                    OFFICES

     SECTION 1.  REGISTERED OFFICE.  The registered office of the corporation in
the State of Delaware shall be in the City of Dover, County of Kent.

     SECTION 2.  OTHER OFFICES.  The corporation shall also have and maintain an
office or principal place of business in Foster City, California, at such place
as may be fixed by the Board of Directors, and may also have offices at such
other places, both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                                 CORPORATE SEAL

     SECTION 3.  CORPORATE SEAL.  The corporate seal, if any, shall consist of 
a die bearing the name of the corporation and the inscription, "Corporate
Seal-Delaware."  Said seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.

                                  ARTICLE III

                             STOCKHOLDERS' MEETINGS

     SECTION 4.  PLACE OF MEETINGS.  Meetings of the stockholders of the 
corporation shall be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors, or,
if not so designated, then at the office of the corporation required to be
maintained pursuant to Section 2 hereof. 

     SECTION 5.  ANNUAL MEETING.

            (a)  The annual meeting of the stockholders of the corporation, for
the purpose of election of directors and for such other business as may 
lawfully come before it, shall be held on such date and at such time as may 
be designated from time to time by the Board of Directors.

            (b)  At an annual meeting of the stockholders, only such business 
shall be conducted as shall have been properly brought before the meeting.  
To be properly brought before an annual meeting, business must be:  (A) 
specified in the notice of meeting (or any

<PAGE>

supplement thereto) given by or at the direction of the Board of Directors, 
(B) otherwise properly brought before the meeting by or at the direction of 
the Board of Directors, or (C) otherwise properly brought before the meeting 
by a stockholder.  For business to be properly brought before an annual 
meeting by a stockholder, the stockholder must have given timely notice 
thereof in writing to the Secretary of the corporation.  To be timely, a 
stockholder's notice must be delivered to or mailed and received at the 
principal executive offices of the corporation not later than the close of 
business on the sixtieth (60th) day nor earlier than the close of business on 
the ninetieth (90th) day prior to the first anniversary of the preceding 
year's annual meeting; PROVIDED, HOWEVER, that in the event that no annual 
meeting was held in the previous year or the date of the annual meeting has 
been changed by more than thirty (30) days from the date contemplated at the 
time of the previous year's proxy statement, notice by the stockholder to be 
timely must be so received not earlier than the close of business on the 
ninetieth (90th) day prior to such annual meeting and not later than the 
close of business on the later of the sixtieth (60th) day prior to such 
annual meeting or, in the event public announcement of the date of such 
annual meeting is first made by the corporation fewer than seventy (70) days 
prior to the date of such annual meeting, the close of business on the tenth 
(10th) day following the day on which public announcement of the date of such 
meeting is first made by the corporation. A stockholder's notice to the 
Secretary shall set forth as to each matter the stockholder proposes to bring 
before the annual meeting:  (i) a brief description of the business desired 
to be brought before the annual meeting and the reasons for conducting such 
business at the annual meeting, (ii) the name and address, as they appear on 
the corporation's books, of the stockholder proposing such business, (iii) 
the class and number of shares of the corporation which are beneficially 
owned by the stockholder, (iv) any material interest of the stockholder in 
such business and (v) any other information that is required to be provided 
by the stockholder pursuant to Regulation 14A under the Securities Exchange 
Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a 
stockholder proposal.  Notwithstanding the foregoing, in order to include 
information with respect to a stockholder proposal in the proxy statement and 
form of proxy for a stockholder's meeting, stockholders must provide notice 
as required by the regulations promulgated under the 1934 Act. 
Notwithstanding anything in these Bylaws to the contrary, no business shall 
be conducted at any annual meeting except in accordance with the procedures 
set forth in this paragraph (b).  The chairman of the annual meeting shall, 
if the facts warrant, determine and declare at the meeting that business was 
not properly brought before the meeting and in accordance with the provisions 
of this paragraph (b), and, if he should so determine, he shall so declare at 
the meeting that any such business not properly brought before the meeting 
shall not be transacted. 

            (c)  Only persons who are nominated in accordance with the 
procedures set forth in this paragraph (c) shall be eligible for election as 
directors.  Nominations of persons for election to the Board of Directors of 
the corporation may be made at a meeting of stockholders by or at the 
direction of the Board of Directors or by any stockholder of the corporation 
entitled to vote in the election of directors at the meeting who complies 
with the notice procedures set forth in this paragraph (c).  Such 
nominations, other than those made by or at the direction of the Board of 
Directors, shall be made pursuant to timely notice in writing to the 
Secretary of the corporation in accordance with the provisions of paragraph 
(b) of this Section 5.  Such stockholder's notice shall set forth (i) as to 
each person, if any, whom the stockholder proposes to nominate for election 
or re-election as a director:  (A) the name, age, business address and 
residence address of such person, (B) the principal occupation or employment 
of such person,

                                       2
<PAGE>

(C) the class and number of shares of the corporation which are beneficially 
owned by such person, (D) a description of all arrangements or understandings 
between the stockholder and each nominee and any other person or persons 
(naming such person or persons) pursuant to which the nominations are to be 
made by the stockholder, and (E) any other information relating to such 
person that is required to be disclosed in solicitations of proxies for 
election of directors, or is otherwise required, in each case pursuant to 
Regulation 14A under the 1934 Act (including without limitation such person's 
written consent to being named in the proxy statement, if any, as a nominee 
and to serving as a director if elected); and (ii) as to such stockholder 
giving notice, the information required to be provided pursuant to paragraph 
(b) of this Section 5. At the request of the Board of Directors, any person 
nominated by a stockholder for election as a director shall furnish to the 
Secretary of the corporation that information required to be set forth in the 
stockholder's notice of nomination which pertains to the nominee.  No person 
shall be eligible for election as a director of the corporation unless 
nominated in accordance with the procedures set forth in this paragraph (c).  
The chairman of the meeting shall, if the facts warrant, determine and 
declare at the meeting that a nomination was not made in accordance with the 
procedures prescribed by these Bylaws, and if he should so determine, he 
shall so declare at the meeting, and the defective nomination shall be 
disregarded.

            (d)  For purposes of this Section 5, "public announcement" shall 
mean disclosure in a press release reported by the Dow Jones News Service, 
Associated Press or comparable national news service or in a document 
publicly filed by the corporation with the Securities and Exchange Commission 
pursuant to Section 13, 14 or 15(d) of the 1934 Act.

     SECTION 6.  SPECIAL MEETINGS.  Special meetings of the stockholders of 
the corporation may be called, for any purpose or purposes, by (i) the 
Chairman of the Board, (ii) the President, (iii) the Board of Directors 
pursuant to a resolution adopted by a majority of the total number of 
authorized directors (whether or not there exist any vacancies in previously 
authorized directorships at the time any such resolution is presented to the 
Board for adoption) or (iv) by the holders of shares entitled to cast not 
less than ten percent (10%) of the votes at the meeting, and shall be held at 
such place, on such date, and at such time as they or he shall fix. 

     SECTION 7.  NOTICE OF MEETINGS.  Except as otherwise provided by law or 
the Certificate of Incorporation, written notice of each meeting of 
stockholders shall be given not less than ten (10) nor more than sixty (60) 
days before the date of the meeting to each stockholder entitled to vote at 
such meeting, such notice to specify the place, date and hour and purpose or 
purposes of the meeting.  Notice of the time, place and purpose of any 
meeting of stockholders may be waived in writing, signed by the person 
entitled to notice thereof, either before or after such meeting, and will be 
waived by any stockholder by his attendance thereat in person or by proxy, 
except when the stockholder attends a meeting for the express purpose of 
objecting, at the beginning of the meeting, to the transaction of any 
business because the meeting is not lawfully called or convened.  Any 
stockholder so waiving notice of such meeting shall be bound by the 
proceedings of any such meeting in all respects as if due notice thereof had 
been given.

     SECTION 8.  QUORUM.  At all meetings of stockholders, except where 
otherwise provided by statute or by the Certificate of Incorporation, or by 
these Bylaws, the presence, in person or by proxy duly authorized, of the 
holders of a majority of the outstanding shares of


                                       3
<PAGE>

stock entitled to vote shall constitute a quorum for the transaction of 
business. Any shares, the voting of which at said meeting has been enjoined, 
or which for any reason cannot be lawfully voted at such meeting, shall not 
be counted to determine a quorum at such meeting.  In the absence of a quorum 
any meeting of stockholders may be adjourned, from time to time, either by 
the chairman of the meeting or by vote of the holders of a majority of the 
shares represented thereat, but no other business shall be transacted at such 
meeting.  The stockholders present at a duly called or convened meeting, at 
which a quorum is present, may continue to transact business until 
adjournment, notwithstanding the withdrawal of enough stockholders to leave 
less than a quorum.  Except as otherwise provided by law, the Certificate of 
Incorporation or these Bylaws, all action taken by the holders of a majority 
of the voting power represented at any meeting at which a quorum is present 
shall be valid and binding upon the corporation; provided, however, that 
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.  Where a separate vote by a class or classes is 
required, a majority of the outstanding shares of such class or classes, 
present in person or represented by proxy, shall constitute a quorum entitled 
to take action with respect to that vote on that matter and the affirmative 
vote of the majority (plurality, in the case of the election of Directors) of 
shares of such class or classes present in person or represented by proxy at 
the meeting shall be the act of such class.  

     SECTION 9.  ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS.  Any meeting 
of stockholders, whether annual or special, may be adjourned from time to 
time either by the chairman of the meeting or by the vote of a majority of 
the shares represented thereat.  When a meeting is adjourned to another time 
or place, notice need not be given of the adjourned meeting if the time and 
place thereof are announced at the meeting at which the adjournment is taken. 
At the adjourned meeting the corporation may transact any business which 
might have been transacted at the original meeting.  If the adjournment is 
for more than thirty (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 of record entitled to vote at the meeting.  

     SECTION 10. VOTING RIGHTS.  For the purpose of determining those 
stockholders entitled to vote at any meeting of the stockholders, except as 
otherwise provided by law, only persons in whose names shares stand on the 
stock records of the corporation on the record date, as provided in Section 
12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. 
 Except as may be otherwise provided in the Certificate of Incorporation or 
these Bylaws, each stockholder shall be entitled to one vote for each share 
of capital stock held by such stockholder.  Every person entitled to vote or 
execute consents shall have the right to do so either in person or by an 
agent or agents authorized by a written proxy executed by such person or his 
duly authorized agent, which proxy shall be filed with the Secretary at or 
before the meeting at which it is to be used.  An agent so appointed need not 
be a stockholder.  No proxy shall be voted after three (3) years from its 
date of creation unless the proxy provides for a longer period. All elections 
of Directors shall be by written ballot, unless otherwise provided in the 
Certificate of Incorporation.

     SECTION 11. BENEFICIAL OWNERS OF STOCK.

            (a)  If shares or other securities having voting power stand of 
record in the names of two (2) or more persons, whether fiduciaries, members 
of a partnership, joint tenants,


                                       4
<PAGE>

tenants in common, tenants by the entirety, or otherwise, or if two (2) or 
more persons have the same fiduciary relationship respecting the same shares, 
unless the Secretary is given written notice to the contrary and is 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 (1) votes, his act binds 
all; (b) if more than one (1) votes, the act of the majority so voting binds 
all; (c) if more than one (1) votes, but the vote is evenly split on any 
particular matter, each faction may vote the securities in question 
proportionally, or may apply to the Delaware Court of Chancery for relief as 
provided in the General Corporation Law of Delaware, Section 217(b).  If the 
instrument filed with the Secretary shows that any such tenancy is held in 
unequal interests, a majority or even-split for the purpose of this 
subsection (c) shall be a majority or even-split in interest.  

            (b)  Persons holding stock in a fiduciary capacity shall be 
entitled to vote the shares so held.  Persons 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.  

     SECTION 12. LIST OF STOCKHOLDERS.  The Secretary shall prepare and make, 
at least ten (10) days before every meeting of stockholders, a complete list 
of the stockholders entitled to vote at said meeting, arranged in 
alphabetical order, 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 the 
meeting, during ordinary business hours, for a period of at least ten (10) 
days prior to the meeting, either at a place within the city where the 
meeting is to be held, which place shall be specified in the notice of the 
meeting, or, if not specified, at the place where the meeting is to be held. 
The list shall be produced and kept at the time and place of meeting during 
the whole time thereof, and may be inspected by any stockholder who is 
present.

     SECTION 13. ORGANIZATION

            (a)  At every meeting of stockholders, the Chairman of the Board 
of Directors, or, if a Chairman has not been appointed or is absent, the 
President, or, if the President is absent, the most senior Vice President 
present, or in the absence of any such officer, a chairman of the meeting 
chosen by a majority in interest of the stockholders entitled to vote, 
present in person or by proxy, shall act as chairman.  The Secretary, or, in 
his absence, an Assistant Secretary directed to do so by the President, shall 
act as secretary of the meeting.

            (b)  The Board of Directors of the corporation shall be entitled 
to make such rules or regulations for the conduct of meetings of stockholders 
as it shall deem necessary, appropriate or convenient.  Subject to such rules 
and regulations of the Board of Directors, if any, the chairman of the 
meeting shall have the right and authority to prescribe such rules, 
regulations and procedures and to do all such acts as, in the judgment of 
such chairman, are necessary, appropriate or convenient for the proper 
conduct of the meeting, including, without limitation, establishing an agenda 
or order of business for the meeting, rules and procedures for maintaining 
order at the meeting and the safety of those present, limitations on 
participation in such meeting to stockholders of record of the corporation 
and their duly authorized and constituted proxies, and such other persons as 
the chairman shall permit, restrictions on entry to


                                       5
<PAGE>

the meeting after the time fixed for the commencement thereof, limitations on 
the time allotted to questions or comments by participants and regulation of 
the opening and closing of the polls for balloting on matters which are to be 
voted on by ballot.  Unless, and to the extent determined by the Board of 
Directors or the chairman of the meeting, meetings of stockholders shall not 
be required to be held in accordance with rules of parliamentary procedure.

                                  ARTICLE IV

                                  DIRECTORS

     SECTION 14. NUMBER AND TERM OF OFFICE.  The authorized number of 
Directors shall be fixed in the manner set forth in the Certificate of 
Incorporation. Directors need not be stockholders unless so required by the 
Certificate of Incorporation.  If for any cause, the Directors shall not have 
been elected at an annual meeting, they may be elected as soon thereafter as 
convenient at a special meeting of the stockholders called for that purpose 
in the manner provided in these Bylaws.

     SECTION 15. POWERS.  The powers of the corporation shall be exercised, 
its business conducted and its property controlled by the Board of Directors, 
except as may be otherwise provided by statute or by the Certificate of 
Incorporation.

     SECTION 16. CLASSES OF DIRECTORS.  The Board of Directors shall be 
divided into classes in the manner set forth in the Certificate of 
Incorporation.

     SECTION 17. VACANCIES.  Unless otherwise provided in the Certificate of 
Incorporation, vacancies and newly created directorships resulting from any 
increase in the authorized number of Directors may be filled by a majority of 
the Directors then in office, although less than a quorum, or by a sole 
remaining Director, and each Director so elected shall hold office for the 
unexpired portion of the term of the Director whose place shall be vacant and 
until his successor shall have been duly elected and qualified.  A vacancy in 
the Board of Directors shall be deemed to exist under this Section 17 in the 
case of the death, removal or resignation of any Director, or if the 
stockholders fail at any meeting of stockholders at which Directors are to be 
elected (including any meeting referred to in Section 19 below) to elect the 
number of Directors then constituting the whole Board of Directors.  

     SECTION 18. RESIGNATION.  Any Director may resign at any time by 
delivering his written resignation to the Secretary, such resignation to 
specify whether it will be effective at a particular time, upon receipt by 
the Secretary or at the pleasure of the Board of Directors.  If no such 
specification is made, it shall be deemed effective at the pleasure of the 
Board of Directors.  When one or more Directors shall resign from the Board 
of Directors, effective at a future date, a majority of the Directors then in 
office, including those who have so resigned, shall have power to fill such 
vacancy or vacancies, the vote thereon to take effect when such resignation 
or resignations shall become effective, and each Director so chosen shall 
hold office for the unexpired portion of the term of the Director whose place 
shall be vacated and until his successor shall have been duly elected and 
qualified.


                                      6
<PAGE>

     SECTION 19. REMOVAL.  At a special meeting of stockholders called for 
the purpose in the manner hereinabove provided, subject to any limitations 
imposed by law or the Certificate of Incorporation, the Board of Directors, 
or any individual Director, may be removed from office, with or without 
cause, and a new Director or Directors elected by a vote of stockholders 
holding a majority of the outstanding shares entitled to vote at an election 
of Directors.

     SECTION 20. MEETINGS.

            (a)  ANNUAL MEETINGS.  The annual meeting of the Board of 
Directors shall be held immediately after the annual meeting of stockholders 
and at the place where such meeting is held.  No notice of an annual meeting 
of the Board of Directors shall be necessary and such meeting shall be held 
for the purpose of electing officers and transacting such other business as 
may lawfully come before it.

            (b)  REGULAR MEETINGS.  Except as hereinafter otherwise provided, 
regular meetings of the Board of Directors shall be held in any office of the 
corporation maintained pursuant to Section 2 hereof.  Unless otherwise 
restricted by the Certificate of Incorporation, regular meetings of the Board 
of Directors may also be held at any place within or without the State of 
Delaware which has been determined by the Board of Directors. 

            (c)  SPECIAL MEETINGS.  Unless otherwise restricted by the 
Certificate of Incorporation, special meetings of the Board of Directors may 
be held at any time and place within or without the State of Delaware 
whenever called by the President or a majority of the Directors. 

            (d)  TELEPHONE MEETINGS.  Any member of the Board of Directors, 
or of any committee thereof, may participate in a meeting 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.

            (e)  NOTICE OF MEETINGS.  Written notice of the time and place of 
all special meetings of the Board of Directors shall be given at least one 
(1) day before the date of the meeting.  Notice of any meeting may be waived 
in writing at any time before or after the meeting and will be waived by any 
Director by attendance thereat, except when the Director attends the meeting 
for the express purpose of objecting, at the beginning of the meeting, to the 
transaction of any business because the meeting is not lawfully called or 
convened.

            (f)  WAIVER OF NOTICE.  The transaction of all business at any 
meeting of the Board of Directors, or any committee thereof, however called 
or noticed, or wherever held, shall be as valid as though had at a meeting 
duly held after regular call and notice, if a quorum be present and if, 
either before or after the meeting, each of the Directors not present shall 
sign a written waiver of notice, or a consent to holding such meeting, or an 
approval of the minutes thereof.  Neither the business to be transacted at, 
nor the purpose of, any regular or special meeting of the Board of Directors 
need be specified in any written waiver of notice or consent unless so 
required by the Certificate of Incorporation or these Bylaws.  All such 
waivers,


                                       7
<PAGE>

consents or approvals shall be filed with the corporate records or made a 
part of the minutes of the meeting. 

     SECTION 21. QUORUM AND VOTING.

            (a)  Unless the Certificate of Incorporation requires a greater 
number and except with respect to indemnification questions arising under 
Section 42 hereof, for which a quorum shall be one-third of the exact number 
of Directors fixed from time to time in accordance with Section 14 hereof, 
but not less than one (1), a quorum of the Board of Directors shall consist 
of a majority of the exact number of Directors fixed from time to time in 
accordance with Section 14 of these Bylaws, but not less than one (1); 
provided, however, at any meeting whether a quorum be present or otherwise, a 
majority of the Directors present may adjourn from time to time until the 
time fixed for the next regular meeting of the Board of Directors, without 
notice other than by announcement at the meeting. 

            (b)  At each meeting of the Board of Directors at which a quorum 
is present all questions and business shall be determined by a vote of a 
majority of the Directors present, unless a different vote be required by 
law, the Certificate of Incorporation or these Bylaws.

     SECTION 22. ACTION WITHOUT MEETING.  Unless otherwise restricted by the 
Certificate of Incorporation or these Bylaws, any action required or 
permitted to be taken at any meeting of the Board of Directors or of any 
committee thereof may be taken without a meeting, if all members of the Board 
of Directors or committee, as the case may be, consent thereto in writing, 
and such writing or writings are filed with the minutes of proceedings of the 
Board of Directors or committee.

     SECTION 23. FEES AND COMPENSATION.  Directors shall be entitled to such 
compensation for their services as may be approved by the Board of Directors, 
including, if so approved, by resolution of the Board of Directors, a fixed 
sum and expenses of attendance, if any, for attendance at each regular or 
special meeting of the Board of Directors and at any meeting of a committee 
of the Board of Directors.  Nothing herein contained shall be construed to 
preclude any Director from serving the corporation in any other capacity as 
an officer, agent, employee, or otherwise and receiving compensation 
therefor.

     SECTION 24. COMMITTEES.

            (a)  EXECUTIVE COMMITTEE.  The Board of Directors may by 
resolution passed by a majority of the whole Board of Directors, appoint an 
Executive Committee to consist of one (1) or more members of the Board of 
Directors.  The Executive Committee, to the extent permitted by law and 
specifically granted by the Board of Directors, shall have and may exercise 
when the Board of Directors is not in session all powers of the Board of 
Directors in the management of the business and affairs of the corporation, 
including, without limitation, the power and authority to declare a dividend 
or to authorize the issuance of stock, except such committee shall not have 
the power or authority to amend the Certificate of Incorporation, to adopt an 
agreement of merger or consolidation, to recommend to the stockholders the 
sale, lease or exchange of all or substantially all of the corporation's 
property and assets, to recommend to


                                      8
<PAGE>

the stockholders of the corporation a dissolution of the corporation or a 
revocation of a dissolution or to amend these Bylaws.

            (b)  OTHER COMMITTEES.  The Board of Directors may, by resolution 
passed by a majority of the whole Board of Directors, from time to time 
appoint such other committees as may be permitted by law.  Such other 
committees appointed by the Board of Directors shall consist of one (1) or 
more members of the Board of Directors, and shall have such powers and 
perform such duties as may be prescribed by the resolution or resolutions 
creating such committees, but in no event shall such committee have the 
powers denied to the Executive Committee in these Bylaws. 

            (c)  TERM.  The members of all committees of the Board of 
Directors shall serve a term coexistent with that of the Board of Directors 
which shall have appointed such committee.  The Board of Directors, subject 
to the provisions of subsections (a) or (b) of this Section 24, may at any 
time increase or decrease the number of members of a committee or terminate 
the existence of a committee. The membership of a committee member shall 
terminate on the date of his death or voluntary resignation from the 
committee or from the Board of Directors.  The Board of Directors may at any 
time for any reason remove any individual committee member and the Board of 
Directors may fill any committee vacancy created by death, resignation, 
removal or increase in the number of members of the committee.  The Board of 
Directors may designate one or more Directors as alternate members of any 
committee, who may replace any absent or disqualified member at any meeting 
of the committee, and, in addition, in the absence or disqualification of any 
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 member of the Board of Directors to 
act at the meeting in the place of any such absent or disqualified member.  

            (d)  MEETINGS.  Unless the Board of Directors shall otherwise 
provide, regular meetings of the Executive Committee or any other committee 
appointed pursuant to this Section 24 shall be held at such times and places 
as are determined by the Board of Directors, or by any such committee, and 
when notice thereof has been given to each member of such committee, no 
further notice of such regular meetings need be given thereafter.  Special 
meetings of any such committee may be held at any place which has been 
determined from time to time by such committee, and may be called by any 
Director who is a member of such committee, upon written notice to the 
members of such committee of the time and place of such special meeting given 
in the manner provided for the giving of written notice to members of the 
Board of Directors of the time and place of special meetings of the Board of 
Directors.  Notice of any special meeting of any committee may be waived in 
writing at any time before or after the meeting and will be waived by any 
Director by attendance thereat, except when the Director attends such special 
meeting for the express purpose of objecting, at the beginning of the 
meeting, to the transaction of any business because the meeting is not 
lawfully called or convened.  A majority of the authorized number of members 
of any such committee shall constitute a quorum for the transaction of 
business, and the act of a majority of those present at any meeting at which 
a quorum is present shall be the act of such committee.

     SECTION 25. ORGANIZATION.  At every meeting of the Directors, the 
Chairman of the Board of Directors, or, if a Chairman has not been appointed 
or is absent, the President, or if the


                                      9
<PAGE>

President is absent, the most senior Vice President, or, in the absence of 
any such officer, a chairman of the meeting chosen by a majority of the 
Directors present, shall preside over the meeting.  The Secretary, or in his 
absence, an Assistant Secretary directed to do so by the President, shall act 
as secretary of the meeting.

                                   ARTICLE V

                                   OFFICERS

     SECTION 26. OFFICERS DESIGNATED.  The officers of the corporation shall 
be the President, one or more Vice Presidents, the Secretary and the Chief 
Financial Officer or Treasurer, all of whom shall be elected at the annual 
meeting of the Board of Directors.  The order of the seniority of the Vice 
Presidents shall be in the order of their nomination, unless otherwise 
determined by the Board of Directors.  The Board of Directors may also 
appoint one or more Assistant Secretaries, Assistant Treasurers, and such 
other officers and agents with such powers and duties as it shall deem 
necessary.  The Board of Directors may also designate a Chairman of the Board 
of Directors, which position may (but need not) be an officer of the 
corporation, as the Board of Directors may designate from time to time.  The 
Board of Directors may assign such additional titles to one or more of the 
officers as it shall deem appropriate.  Any one person may hold any number of 
offices of the corporation at any one time unless specifically prohibited 
therefrom by law.  The salaries and other compensation of the officers of the 
corporation shall be fixed by or in the manner designated by the Board of 
Directors.  

     SECTION 27.    TENURE AND DUTIES OF OFFICERS.

            (a)  GENERAL.  All officers shall hold office at the pleasure of 
the Board of Directors and until their successors shall have been duly 
elected and qualified, unless sooner removed.  Any officer elected or 
appointed by the Board of Directors may be removed at any time by the Board 
of Directors.  If the office of any officer becomes vacant for any reason, 
the vacancy may be filled by the Board of Directors.  

            (b)  DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS.  The Chairman 
of the Board of Directors, when present, shall preside at all meetings of the 
stockholders and the Board of Directors.  The Chairman of the Board of 
Directors shall perform other duties commonly incident to his office and 
shall also perform such other duties and have such other powers as the Board 
of Directors shall designate from time to time.  If there is no President, 
then the Chairman of the Board of Directors shall also serve as the Chief 
Executive Officer of the corporation and shall have the powers and duties 
prescribed in paragraph (c) of this Section 27. 

            (c)  DUTIES OF PRESIDENT.  The President shall preside at all 
meetings of the stockholders and at all meetings of the Board of Directors, 
unless the Chairman of the Board of Directors has been appointed and is 
present. The President shall be the Chief Executive Officer of the 
corporation and shall, subject to the control of the Board of Directors, have 
general supervision, direction and control of the business and officers of 
the corporation.  The President shall perform other duties commonly incident 
to his office and shall also perform such other duties and have such other 
powers as the Board of Directors shall designate from time to time.


                                     10
<PAGE>

            (d)  DUTIES OF VICE PRESIDENTS.  The Vice Presidents, in the 
order of their seniority, may assume and perform the duties of the President 
in the absence or disability of the President or whenever the office of 
President is vacant.  The Vice Presidents shall perform other duties commonly 
incident to their office and shall also perform such other duties and have 
such other powers as the Board of Directors or the President shall designate 
from time to time.

            (e)  DUTIES OF SECRETARY.  The Secretary shall attend all 
meetings of the stockholders and of the Board of Directors, and shall record 
all acts and proceedings thereof in the minute book of the corporation.  The 
Secretary shall give notice in conformity with these Bylaws of all meetings 
of the stockholders, and of all meetings of the Board of Directors and any 
committee thereof requiring notice.  The Secretary shall perform all other 
duties given him in these Bylaws and other duties commonly incident to his 
office and shall also perform such other duties and have such other powers as 
the Board of Directors shall designate from time to time.  The President may 
direct any Assistant Secretary to assume and perform the duties of the 
Secretary in the absence or disability of the Secretary, and each Assistant 
Secretary shall perform other duties commonly incident to his office and 
shall also perform such other duties and have such other powers as the Board 
of Directors or the President shall designate from time to time.

            (f)  DUTIES OF CHIEF FINANCIAL OFFICER OR TREASURER.  The Chief 
Financial Officer or Treasurer shall keep or cause to be kept the books of 
account of the corporation in a thorough and proper manner, and shall render 
statements of the financial affairs of the corporation in such form and as 
often as required by the Board of Directors or the President.  The Chief 
Financial Officer or Treasurer, subject to the order of the Board of 
Directors, shall have the custody of all funds and securities of the 
corporation.  The Chief Financial Officer or Treasurer shall perform other 
duties commonly incident to his office and shall also perform such other 
duties and have such other powers as the Board of Directors or the President 
shall designate from time to time.  The President may direct any Assistant 
Treasurer to assume and perform the duties of the Chief Financial Officer or 
Treasurer in the absence or disability of the Chief Financial Officer or 
Treasurer, and each Assistant Treasurer shall perform other duties commonly 
incident to his office and shall also perform such other duties and have such 
other powers as the Board of Directors or the President shall designate from 
time to time.

     SECTION 28. DELEGATION OF AUTHORITY.  The Board of Directors may from 
time to time delegate the powers or duties of any officer to any other 
officer or agent, notwithstanding any provision hereof.

     SECTION 29. RESIGNATIONS.  Any officer may resign at any time by giving 
written notice to the Board of Directors or to the President or to the 
Secretary.  Any such resignation shall be effective when received by the 
person or persons to whom such notice is given, unless a later time is 
specified therein, in which event the resignation shall become effective at 
such later time.  Unless otherwise specified in such notice, the acceptance 
of any such resignation shall not be necessary to make it effective.  Any 
resignation shall be without prejudice to the rights, if any, of the 
corporation under any contract with the resigning officer.

     SECTION 30. REMOVAL.  Any officer may be removed from office at any 
time, either with or without cause, by the vote or written consent of a 
majority of the Directors in office at


                                      11
<PAGE>

the time, or by any committee or superior officers upon whom such power of 
removal may have been conferred by the Board of Directors.

                                  ARTICLE VI

                  EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
                     OF SECURITIES OWNED BY THE CORPORATION

     SECTION 31. EXECUTION OF CORPORATE INSTRUMENTS.  The Board of Directors 
may, in its discretion, determine the method and designate the signatory 
officer or officers, or other person or persons, to execute on behalf of the 
corporation any corporate instrument or document, or to sign on behalf of the 
corporation the corporate name without limitation, or to enter into contracts 
on behalf of the corporation, except where otherwise provided by law or these 
Bylaws, and such execution or signature shall be binding upon the 
corporation.

            Unless otherwise specifically determined by the Board of 
Directors or otherwise required by law, promissory notes, deeds of trust, 
mortgages and other evidences of indebtedness of the corporation, and other 
corporate instruments or documents requiring the corporate seal, and 
certificates of shares of stock owned by the corporation, shall be executed, 
signed or endorsed by the Chairman of the Board of Directors, or the 
President or any Vice President, and by the Secretary or Chief Financial 
Officer or Treasurer or any Assistant Secretary or Assistant Treasurer.  All 
other instruments and documents requiring the corporate signature, but not 
requiring the corporate seal, may be executed as aforesaid or in such other 
manner as may be directed by the Board of Directors.  

            All checks and drafts drawn on banks or other depositaries on 
funds to the credit of the corporation or in special accounts of the 
corporation shall be signed by such person or persons as the Board of 
Directors shall authorize so to do.

            Unless authorized or ratified by the Board of Directors or within 
the agency power of an officer, no officer, agent or employee shall have any 
power or authority to bind the corporation by any contract or engagement or 
to pledge its credit or to render it liable for any purpose or for any 
amount. 

     SECTION 32. VOTING OF SECURITIES OWNED BY THE CORPORATION.  All stock 
and other securities of other corporations owned or held by the corporation 
for itself, or for other parties in any capacity, shall be voted, and all 
proxies with respect thereto shall be executed, by the person authorized so 
to do by resolution of the Board of Directors, or, in the absence of such 
authorization, by the Chairman of the Board of Directors, the President, or 
any Vice President. 

                                 ARTICLE VII

                               SHARES OF STOCK

     SECTION 33. FORM AND EXECUTION OF CERTIFICATES.  Certificates for the 
shares of stock of the corporation shall be in such form as is consistent 
with the Certificate of Incorporation and applicable law.  Every holder of 
stock in the corporation shall be entitled to have a certificate signed by or 
in the name of the corporation by the Chairman of the Board of Directors, or 
the


                                      12
<PAGE>

President or any Vice President and by the Treasurer or Assistant Treasurer 
or the Secretary or Assistant Secretary, certifying the number of shares 
owned by him in the corporation.  Where such certificate is countersigned by 
a transfer agent other than the corporation or its employee, or by a 
registrar other than the corporation or its employee, any other signature on 
the certificate may be a facsimile.  In case any officer, transfer agent, or 
registrar who has signed or whose facsimile signature has been placed upon a 
certificate shall have ceased to be such officer, transfer agent, or 
registrar before such certificate is issued, it may be issued with the same 
effect as if he were such officer, transfer agent, or registrar at the date 
of issue.  Each certificate shall state upon the face or back thereof, in 
full or in summary, all of the designations, preferences, limitations, 
restrictions on transfer and relative rights of the shares authorized to be 
issued.

     SECTION 34. LOST CERTIFICATES.  A new certificate or certificates shall 
be issued in place of any certificate or certificates theretofore issued by 
the corporation alleged to have been lost, stolen, or destroyed, upon the 
making of an affidavit of that fact by the person claiming the certificate of 
stock to be lost, stolen, or destroyed.  The corporation may require, as a 
condition precedent to the issuance of a new certificate or certificates, the 
owner of such lost, stolen, or destroyed certificate or certificates, or his 
legal representative, to advertise the same in such manner as it shall 
require or to give the corporation a surety bond in such form and amount as 
it may direct as indemnity against any claim that may be made against the 
corporation with respect to the certificate alleged to have been lost, 
stolen, or destroyed.

     SECTION 35. TRANSFERS.

            (a)  Transfers of record of shares of stock of the corporation 
shall be made only upon its books by the holders thereof, in person or by 
attorney duly authorized, and upon the surrender of a properly endorsed 
certificate or certificates for a like number of shares.

            (b)  The corporation shall have power to enter into and perform 
any agreement with any number of stockholders of any one or more classes of 
stock of the corporation to restrict the transfer of shares of stock of the 
corporation of any one or more classes owned by such stockholders in any 
manner not prohibited by the General Corporation Law of Delaware. 

     SECTION 36. FIXING RECORD DATES.

            (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 of Directors may fix, in advance, a record 
date, which record date shall not precede the date upon which the resolution 
fixing the record date is adopted by the Board of Directors, and which record 
date shall not be more than sixty (60) nor less than ten (10) days before the 
date of such meeting.  If no record date is fixed by the Board of Directors, 
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 of Directors may fix a new record 
date for the adjourned meeting.


                                      13
<PAGE>

            (b)  In order that the Corporation may determine the stockholders 
entitled to consent to corporate action in writing without a meeting, the 
Board of Directors may fix, in advance, a record date, which record date 
shall not precede the date upon which the resolution fixing the record date 
is adopted by the Board of Directors, and which date shall not be more than 
ten (10) days after the date upon which the resolution fixing the record date 
is adopted by the Board of Directors.  If no record date has been fixed by 
the Board of Directors, the record date for determining stockholders entitled 
to consent to corporate action in writing without a meeting, when no prior 
action by the Board of Directors is required by law, 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 the State of Delaware, its principal place of business or an 
officer or agent of the Corporation having custody of the book in which 
proceedings of meetings of stockholders are recorded.  Delivery made to a 
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 of Directors and prior action by the Board of Directors is 
required by law, the record date for determining stockholders entitled to 
consent to corporate action in writing without a meeting shall be at the 
close of business on the day on which the Board of Directors adopts the 
resolution taking such prior action.

            (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 of Directors may fix, in advance, 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 sixty (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 of Directors 
adopts the resolution relating thereto.  

     SECTION 37. REGISTERED STOCKHOLDERS.  The corporation shall be entitled 
to recognize the exclusive right of a person registered on its books as the 
owner of shares to receive dividends, and to vote as such owner, and shall 
not be bound to recognize any equitable or other claim to or interest in such 
share or shares on the part of any other person whether or not it shall have 
express or other notice thereof, except as otherwise provided by the laws of 
Delaware.

                                 ARTICLE VIII

                     OTHER SECURITIES OF THE CORPORATION

     SECTION 38. EXECUTION OF OTHER SECURITIES.  All bonds, debentures and 
other corporate securities of the corporation, other than stock certificates 
(covered in Section 33), may be signed by the Chairman of the Board of 
Directors, the President or any Vice President, or such other person as may 
be authorized by the Board of Directors, and the corporate seal impressed 
thereon or a facsimile of such seal imprinted thereon and attested by the 
signature of the Secretary or an Assistant Secretary, or the Chief Financial 
Officer or Treasurer or an Assistant Treasurer; provided, however, that where 
any such bond, debenture or other corporate security shall be authenticated 
by the manual signature of a trustee under an indenture pursuant to which 
such bond, debenture or other corporate security shall be issued, the 
signatures of the persons signing


                                      14
<PAGE>

and attesting the corporate seal on such bond, debenture or other corporate 
security may be the imprinted facsimile of the signatures of such persons.  
Interest coupons appertaining to any such bond, debenture or other corporate 
security, authenticated by a trustee as aforesaid, shall be signed by the 
Treasurer or an Assistant Treasurer of the corporation or such other person 
as may be authorized by the Board of Directors, or bear imprinted thereon the 
facsimile signature of such person.  In case any officer who shall have 
signed or attested any bond, debenture or other corporate security, or whose 
facsimile signature shall appear thereon or on any such interest coupon, 
shall have ceased to be such officer before the bond, debenture or other 
corporate security so signed or attested shall have been delivered, such 
bond, debenture or other corporate security nevertheless may be adopted by 
the corporation and issued and delivered as though the person who signed the 
same or whose facsimile signature shall have been used thereon had not ceased 
to be such officer of the corporation.

                                  ARTICLE IX

                                  DIVIDENDS

     SECTION 39. DECLARATION OF DIVIDENDS.  Dividends upon the capital stock 
of the corporation, subject to the provisions of the Certificate of 
Incorporation, if any, may be declared by the Board of Directors pursuant to 
law at any regular or special meeting.  Dividends may be paid in cash, in 
property, or in shares of the capital stock, subject to the provisions of the 
Certificate of Incorporation.

     SECTION 40. DIVIDEND RESERVE.  Before payment of any dividend, there may 
be set aside out of any funds of the corporation available for dividends such 
sum or sums as the Board of Directors from time to time, in their absolute 
discretion, think proper as a reserve or reserves to meet contingencies, or 
for equalizing dividends, or for repairing or maintaining any property of the 
corporation, or for such other purpose as the Board of Directors shall think 
conducive to the interests of the corporation, and the Board of Directors may 
modify or abolish any such reserve in the manner in which it was created.  

                                   ARTICLE X

                                  FISCAL YEAR

     SECTION 41. FISCAL YEAR.  The fiscal year of the corporation shall be 
fixed by resolution of the Board of Directors.

                                  ARTICLE XI

                               INDEMNIFICATION

     SECTION 42. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER 
AGENTS.

            (a)  DIRECTORS AND EXECUTIVE OFFICERS.  The corporation shall 
indemnify its Directors and executive officers to the fullest extent not 
prohibited by the Delaware General Corporation Law; provided, however, that 
the corporation may limit the extent of such indemnification by individual 
contracts with its Directors and executive officers; and, provided, 


                                   15
<PAGE>

further, that the corporation shall not be required to indemnify any Director 
or executive officer in connection with any proceeding (or part thereof) 
initiated by such person or any proceeding by such person against the 
corporation or its Directors, officers, employees or other agents unless (i) 
such indemnification is expressly required to be made by law, (ii) the 
proceeding was authorized by the Board of Directors of the corporation or 
(iii) such indemnification is provided by the corporation, in its sole 
discretion, pursuant to the powers vested in the corporation under the 
Delaware General Corporation Law.

            (b)  OFFICERS, EMPLOYEES AND OTHER AGENTS.  The corporation shall 
have power to indemnify its other officers, employees and other agents as set 
forth in the Delaware General Corporation Law.

            (c)  GOOD FAITH.

                 (1)  For purposes of any determination under this Bylaw, a 
Director or executive officer shall be deemed to have acted in good faith and 
in a manner he reasonably believed to be in or not opposed to the best 
interests of the corporation, and, with respect to any criminal action or 
proceeding, to have had no reasonable cause to believe that his conduct was 
unlawful, if his action is based on information, opinions, reports and 
statements, including financial statements and other financial data, in each 
case prepared or presented by:

                      (i)   one or more officers or employees of the 
corporation whom the Director or executive officer believed to be reliable 
and competent in the matters presented;

                      (ii)  counsel, independent accountants or other persons 
as to matters which the Director or executive officer believed to be within 
such person's professional competence; and 

                      (iii) with respect to a Director, a committee of 
the Board upon which such Director does not serve, as to matters within such 
Committee's designated authority, which committee the Director believes to 
merit confidence; so long as, in each case, the Director or executive officer 
acts without knowledge that would cause such reliance to be unwarranted.

                 (2)  The termination of any proceeding by judgment, order, 
settlement, conviction or upon a plea of nolo contendere or its equivalent 
shall not, of itself, create a presumption that Bthe person did not act in 
good faith and in a manner which he reasonably believed to be in or not 
opposed to the best interests of the corporation, and, with respect to any 
criminal proceeding, that he had reasonable cause to believe that his conduct 
was unlawful.

                 (3)  The provisions of this paragraph (c) shall not be 
deemed to be exclusive or to limit in any way the circumstances in which a 
person may be deemed to have met the applicable standard of conduct set forth 
by the Delaware General Corporation Law.

            (d)  EXPENSES.  The corporation shall advance, prior to the final 
disposition of any proceeding, promptly following request therefor, all 
expenses incurred by any Director or executive officer in connection with 
such proceeding upon receipt of an undertaking by or on behalf of such person 
to repay said amounts if it should be determined ultimately that such person 
is not entitled to be indemnified under this Bylaw or otherwise.


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<PAGE>

            (e)  ENFORCEMENT.  Without the necessity of entering into an 
express contract, all rights to indemnification and advances to Directors and 
executive officers under this Bylaw shall be deemed to be contractual rights 
and be effective to the same extent and as if provided for in a contract 
between the corporation and the Director or executive officer.  Any right to 
indemnification or advances granted by this Bylaw to a Director or executive 
officer shall be enforceable by or on behalf of the person holding such right 
in any court of competent jurisdiction if (i) the claim for indemnification 
or advances is denied, in whole or in part, or (ii) no disposition of such 
claim is made within ninety (90) days of request therefor.  The claimant in 
such enforcement action, if successful in whole or in part, shall be entitled 
to be paid also the expense of prosecuting his claim.  The corporation shall 
be entitled to raise as a defense to any such action that the claimant has 
not met the standards of conduct that make it permissible under the Delaware 
General Corporation Law for the corporation to indemnify the claimant for the 
amount claimed.  Neither the failure of the corporation (including its Board 
of Directors, independent legal counsel or its stockholders) to have made a 
determination prior to the commencement of such action that indemnification 
of the claimant is proper in the circumstances because he has met the 
applicable standard of conduct set forth in the Delaware General Corporation 
Law, nor an actual determination by the corporation (including its Board of 
Directors, independent legal counsel or its stockholders) that the claimant 
has not met such applicable standard of conduct, shall be a defense to the 
action or create a presumption that claimant has not met the applicable 
standard of conduct.

            (f)  NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any 
person by this Bylaw shall not be exclusive of any other right which such 
person may have or hereafter acquire under any statute, provision of the 
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or 
disinterested Directors or otherwise, both as to action in his official 
capacity and as to action in another capacity while holding office.  The 
corporation is specifically authorized to enter into individual contracts 
with any or all of its Directors, officers, employees or agents respecting 
indemnification and advances, to the fullest extent not prohibited by the 
Delaware General Corporation Law.

            (g)  SURVIVAL OF RIGHTS.  The rights conferred on any person by 
this Bylaw shall continue as to a person who has ceased to be a Director, 
officer, employee or other agent and shall inure to the benefit of the heirs, 
executors and administrators of such a person.

            (h)  INSURANCE.  To the fullest extent permitted by the Delaware 
General Corporation Law, the corporation, upon approval by the Board of 
Directors, may purchase insurance on behalf of any person required or 
permitted to be indemnified pursuant to this Bylaw.

            (i)  AMENDMENTS.  Any repeal or modification of this Bylaw shall 
only be prospective and shall not affect the rights under this Bylaw in 
effect at the time of the alleged occurrence of any action or omission to act 
that is the cause of any proceeding against any agent of the corporation.

            (j)  SAVING CLAUSE.  If this Bylaw or any portion hereof shall be 
invalidated on any ground by any court of competent jurisdiction, then the 
corporation shall nevertheless 

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<PAGE>

indemnify each Director and executive officer to the full extent not 
prohibited by any applicable portion of this Bylaw that shall not have been 
invalidated, or by any other applicable law.

            (k)  CERTAIN DEFINITIONS.  For the purposes of this Bylaw, the 
following definitions shall apply:

                      (1)   The term "proceeding" shall be broadly construed 
and shall include, without limitation, the investigation, preparation, 
prosecution, defense, settlement, arbitration and appeal of, and the giving 
of testimony in, any threatened, pending or completed action, suit or 
proceeding, whether civil, criminal, administrative or investigative.

                      (2)   The term "expenses" shall be broadly construed 
and shall include, without limitation, court costs, attorneys' fees, witness 
fees, fines, amounts paid in settlement or judgment and any other costs and 
expenses of any nature or kind incurred in connection with any proceeding.

                      (3)   The term 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, and employees or agents, so 
that any person who is or was a director, officer, employee or agent of such 
constituent corporation, or is or was serving at the request of such 
constituent corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, shall 
stand in the same position under the provisions of this Bylaw with respect to 
the resulting or surviving corporation as he would have with respect to such 
constituent corporation if its separate existence had continued. 

                      (4)   References to a "director," "officer," 
"employee," or "agent" of the corporation shall include, without limitation, 
situations where such person is serving at the request of the corporation as 
a director, officer, employee, trustee or agent of another corporation, 
partnership, joint venture, trust or other enterprise.

                      (5)   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 services by, such director, officer, employee, or agent with 
respect to an 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 Bylaw.


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<PAGE>

                                  ARTICLE XII

                                    NOTICES

     SECTION 43. NOTICES.

            (a)  NOTICE TO STOCKHOLDERS.  Whenever, under any provisions of 
these Bylaws, notice is required to be given to any stockholder, it shall be 
given in writing, timely and duly deposited in the United States mail, 
postage prepaid, and addressed to his last known post office address as shown 
by the stock record of the corporation or its transfer agent.

            (b)  NOTICE TO DIRECTORS.  Any notice required to be given to any 
Director may be given by the method stated in subsection (a), or by 
facsimile, telex or telegram, except that such notice other than one which is 
delivered personally shall be sent to such address as such Director shall 
have filed in writing with the Secretary, or, in the absence of such filing, 
to the last known post office address of such Director.

            (c)  ADDRESS UNKNOWN.  If no address of a stockholder or Director 
be known, notice may be sent to the office of the corporation required to be 
maintained pursuant to Section 2 hereof.

            (d)  AFFIDAVIT OF MAILING.  An affidavit of mailing, executed by 
a duly authorized and competent employee of the corporation or its transfer 
agent appointed with respect to the class of stock affected, specifying the 
name and address or the names and addresses of the stockholder or 
stockholders, or Director or Directors, to whom any such notice or notices 
was or were given, and the time and method of giving the same, shall be 
conclusive evidence of the statements therein contained.  

            (e)  TIME NOTICES DEEMED GIVEN.  All notices given by mail, as 
above provided, shall be deemed to have been given as at the time of mailing 
and all notices given by facsimile, telex or telegram shall be deemed to have 
been given as of the sending time recorded at time of transmission.

            (f)  METHODS OF NOTICE.  It shall not be necessary that the same 
method of giving notice be employed in respect of all Directors, but one 
permissible method may be employed in respect of any one or more, and any 
other permissible method or methods may be employed in respect of any other 
or others.

            (g)  FAILURE TO RECEIVE NOTICE.  The period or limitation of time 
within which any stockholder may exercise any option or right, or enjoy any 
privilege or benefit, or be required to act, or within which any Director may 
exercise any power or right, or enjoy any privilege, pursuant to any notice 
sent him in the manner above provided, shall not be affected or extended in 
any manner by the failure of such stockholder or such Director to receive 
such notice.

            (h)  NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL.  
Whenever notice is required to be given, under any provision of law or of the 
Certificate of Incorporation or Bylaws of the corporation, to any person with 
whom communication is unlawful, the giving of


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<PAGE>

such notice to such person shall not be required and there shall be no duty 
to apply to any governmental authority or agency for a license or permit to 
give such notice to such person.  Any action or meeting which shall be taken 
or held without notice to any such person with whom communication is unlawful 
shall have the same force and effect as if such notice had been duly given.  
In the event that the action taken by the corporation is such as to require 
the filing of a certificate under any provision of the Delaware General 
Corporation Law, the certificate shall state, if such is the fact and if 
notice is required, that notice was given to all persons entitled to receive 
notice except such persons with whom communication is unlawful.

            (i)  NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS.  Whenever 
notice is required to be given, under any provision of law or the Certificate 
of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) 
notice of two consecutive annual meetings, and all notices of meetings or of 
the taking of action by written consent without a meeting to such person 
during the period between such two consecutive annual meetings, or (ii) all, 
and at least two, payments (if sent by first class mail) of dividends or 
interest on securities during a twelve month period, have been mailed 
addressed to such person at his address as shown on the records of the 
Corporation and have been returned undeliverable, the giving of such notice 
to such person shall not be required. Any action or meeting which shall be 
taken or held without notice to such person shall have the same force and 
effect as if such notice had been duly given.  If any such person shall 
deliver to the corporation a written notice setting forth his then current 
address, the requirement that notice be given to such person shall be 
reinstated.  In the event that the action taken by the corporation is such as 
to require the filing of a certificate under any provision of the Delaware 
General Corporation Law, the certificate need not state that notice was not 
given to persons to whom notice was not required to be given pursuant to this 
paragraph. 

                                 ARTICLE XIII

                                  AMENDMENTS

     SECTION 44. AMENDMENTS.  Except as otherwise set forth in paragraph (i) 
of Section 42 of these Bylaws, these Bylaws may be amended or repealed and 
new Bylaws adopted by the stockholders entitled to vote.  The Board of 
Directors shall also have the power, if such power is conferred upon the 
Board of Directors by the Certificate of Incorporation, to adopt, amend or 
repeal Bylaws (including, without limitation, the amendment of any Bylaw 
setting forth the number of Directors who shall constitute the whole Board of 
Directors).

                                 ARTICLE XIV

                              LOANS TO OFFICERS

     SECTION 45. LOANS TO OFFICERS.  The corporation may lend money to, or 
guarantee any obligation of, or otherwise assist any officer or other 
employee of the corporation or of its subsidiaries, including any officer or 
employee who is a Director of the corporation or its subsidiaries, whenever, 
in the judgment of the Board of Directors, such loan, guarantee or assistance 
may reasonably be expected to benefit the corporation.  The loan, guarantee 
or other assistance may be with or without interest and may be unsecured, or 
secured in such manner as the Board of Directors shall approve, including, 
without limitation, a pledge of shares of stock of 

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<PAGE>

the corporation.  Nothing in this Section 45 shall be deemed to deny, limit 
or restrict the powers of guaranty or warranty of the corporation at common 
law or under any statute.





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