<PAGE>

                            AMENDED AND RESTATED BYLAWS
                                          
                                         OF
                                          
                        INTELLIQUEST INFORMATION GROUP, INC.




















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                                  TABLE OF CONTENTS
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                                                                            PAGE
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<S>                                                                         <C>
ARTICLE 1.  STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . 2

1.1.   ANNUAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2.   SPECIAL MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3.   NOTICE OF MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.4.   ADJOURNMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.5.   QUORUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.6.   ORGANIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.7.   VOTING PROXIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.8.   FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD . . . . . . . 4
1.9.   LIST OF STOCKHOLDERS ENTITLED TO VOTE . . . . . . . . . . . . . . . . 5

ARTICLE 2.  BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . 5

2.1.   NUMBER OF QUALIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . 5
2.2.   ELECTION  RESIGNATION; REMOVAL; VACANCIES . . . . . . . . . . . . . . 5
2.3.   REGULAR MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.4.   SPECIAL MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.5.   TELEPHONIC MEETINGS PERMITTED . . . . . . . . . . . . . . . . . . . . 7
2.6.   QUORUM; VOTE REQUIRED FOR ACTION. . . . . . . . . . . . . . . . . . . 7
2.7.   ORGANIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.8.   INFORMAL ACTION BY DIRECTORS. . . . . . . . . . . . . . . . . . . . . 7

ARTICLE 3.  COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3.1.   COMMITTEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.2.   COMMITTEE RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE 4.  OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

4.1.   EXECUTIVE OFFICERS; ELECTION QUALIFICATIONS; TERM OF OFFICE;
       RESIGNATION; REMOVAL; VACANCIES . . . . . . . . . . . . . . . . . . . 8
4.2.   POWERS AND DUTIES OF EXECUTIVE OFFICERS . . . . . . . . . . . . . . . 8

ARTICLE 5.  STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

5.1.   CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.2.   LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW
       CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 6.  INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . 9

6.1.   RIGHT TO INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . 9
6.2.   PREPAYMENT OF EXPENSES. . . . . . . . . . . . . . . . . . . . . . . .10
6.3.   CLAIMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
6.4.   NON-EXCLUSIVITY OF RIGHTS . . . . . . . . . . . . . . . . . . . . . .10
6.5.   OTHER INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . .10
6.6.   AMENDMENT OR REPEAL . . . . . . . . . . . . . . . . . . . . . . . . .10

ARTICLE 7.  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . .10

7.1.   FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
7.2.   SEAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
7.3.   WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND 
       COMMITTEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
7.4.   INTERESTED DIRECTORS; QUORUM. . . . . . . . . . . . . . . . . . . . .11
7.5.   FORM OF RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . .11
7.6.   AMENDMENT OF BYLAWS . . . . . . . . . . . . . . . . . . . . . . . . .12
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                                     ARTICLE 1.
                                          
                                    STOCKHOLDERS

     1.1.   ANNUAL MEETINGS

     An annual meeting of stockholders shall be held for the election of 
directors at such date, time and place, either within or without the State of 
Delaware, as may be designated by resolution of the Board of Directors from 
time to time.  At an annual meeting of stockholders, only such business shall 
be conducted as shall have been properly brought before the meeting.  To be 
properly brought before the annual meeting, business must be either (i) 
specified in the notice of annual meeting (or any supplement or amendment 
thereto) given by or at the direction of the Board of Directors, (ii) 
otherwise brought before the annual meeting by or at the direction of the 
Board of Directors, or (iii) otherwise brought before the annual meeting by a 
stockholder.  In addition to any other applicable requirements, 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.  To be timely, a stockholder's notice must be delivered to or 
mailed and received at the principal executive offices of the Corporation, 
not less than fifty (50) days nor more than seventy-five (75) days prior to 
the meeting's originally scheduled date (the date an adjourned meeting is 
reconvened will in no event be considered a meeting's "originally scheduled 
date"); provided, however, that in the event that less than sixty-five (65) 
days' notice or prior public disclosure of the date of the annual meeting is 
given or made to stockholders, notice by a stockholder to be timely must be 
so received not later than the close of business on the fifteenth (15th) day 
following the day on which such notice of the date of annual meeting was 
mailed or such public disclosure was made, whichever first occurs.  A 
stockholders' notice to the Secretary shall set forth as to each matter the 
stockholder proposes to be brought before the annual meeting and the reasons 
for conducting such business at the annual meeting, (ii) the name and record 
address of the stockholder proposing such business, (iii) the class, series 
and number of shares of the capital stock of the Corporation which are 
beneficially owned by the stockholder, and (iv) any material interest of the 
stockholder in such business.  Notwithstanding anything in these Bylaws to 
the contrary, no business shall be conducted at the annual meeting except in 
accordance with the procedures set forth in this Section 1.1  The officer of 
the Corporation presiding at an annual meeting shall, if the facts warrant, 
determine and declare to the annual meeting that business was not properly 
brought before the annual meeting in accordance with the provisions of this 
Section 1.1, and if he should so determine, he shall so declare to the annual 
meeting and any such business not properly brought before the meeting shall 
not be transacted.

     1.2.   SPECIAL MEETINGS

     Special meetings of stockholders for any purpose or purposes may be 
called at any time by the Board of Directors, or by a committee of the Board 
of Directors which has been duly designated by the Board of Directors and 
whose powers and authority, as expressly provided in a resolution of the 
Board of Directors, include the power to call such meetings, but such special 
meetings may not be called by any other person or persons.


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     1.3.   NOTICE OF MEETINGS

     Whenever stockholders are required or permitted to take any action at a 
meeting, a written notice of the meeting shall be given which shall state the 
place, date and hour of the meeting, and, in the case of a special meeting, 
the purpose or purposes for which the meeting is called.  Unless otherwise 
provided by law, the certificate of incorporation or these Bylaws, the 
written notice of any meeting 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.  If mailed, such notice shall be deemed to 
be given when deposited in the mail, postage prepaid, directed to the 
stockholder at his address as it appears on the records of the corporation.

     1.4.   ADJOURNMENTS

     Any meeting of stockholders, annual or special, may adjourn from time to 
time to reconvene at the same or some other place, and notice need not be 
given of any such 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.

     1.5.   QUORUM

     Except as otherwise provided by law, the certificate of incorporation or 
these Bylaws, at each meeting of stockholders the presence in person or by 
proxy of the holders of shares of stock having a majority of the votes which 
could be cast by the holders of all outstanding shares of stock entitled to 
vote at the meeting shall be necessary and sufficient to constitute a quorum. 
In the absence of a quorum, the stockholders so present may, by majority 
vote, adjourn the meeting from time to time in the manner provided in Section 
1.4 of these Bylaws until a quorum shall attend.  Shares of its own stock 
belonging to the corporation or to another corporation, if a majority of the 
shares entitled to vote in the election of directors of such other 
corporation is held, directly or indirectly, by the corporation, shall 
neither be entitled to vote nor be counted for quorum purposes; provided, 
however, that the foregoing shall not limit the right of the corporation to 
vote stock, including but not limited to its own stock, held by it in a 
fiduciary capacity.

     1.6.   ORGANIZATION

     Meetings of stockholders shall be presided over by the Chairman of the 
Board, if any, or in his absence by the Vice Chairman of the Board, if any, 
or in his absence by the President, or in his absence by a Vice President, or 
in the absence of the foregoing persons by a chairman designated by the Board 
of Directors, or in the absence of such designation by a chairman chosen at 
the meeting.  The Secretary shall act as secretary of the meeting, but in his 
absence the chairman of the meeting may appoint any person to act as 
secretary of the meeting.


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     1.7.   VOTING; PROXIES

     Except as otherwise provided by the certificate of incorporation, each 
stockholder entitled to vote at any meeting of stockholders shall be entitled 
to one (1) vote for each share of stock held by him which has voting power 
upon the matter in question. Voting at meetings of stockholders need not be 
by written ballot and need not be conducted by inspectors of election unless 
so determined by the holders of a majority of the stock having voting power 
present in person or by proxy at such meeting.  At all meetings of 
stockholders for the election of directors a plurality of the votes cast 
shall be sufficient to elect.  All other elections and questions shall, 
unless otherwise provided by law, the certificate of incorporation or these 
Bylaws, be decided by the vote of the holders of a majority of the stock 
having voting power present in person or represented by proxy at the meeting. 
 Shares represented by proxies that reflect, with respect to a proposal, 
abstentions or limited voting authority, including "broker non-votes" (I.E., 
shares held by a broker or nominee which are represented at the meeting, but 
with respect to which such broker or nominee is not empowered to vote on a 
particular proposal) shall be counted as shares that are present and entitled 
to vote for purposes of determining the presence of a quorum.  For purposes 
of determining the outcome of any proposal, shares represented by such 
proxies will be treated as not entitled to vote with respect to the proposal 
or proposals. 

     Each stockholder entitled to vote at a meeting of stockholders may 
authorize another person or persons to act for him by proxy, but no such 
proxy shall be voted or acted upon after three (3) years from its date, 
unless the proxy provides for a longer period.  A duly executed proxy shall 
be irrevocable if it states that it is irrevocable and if, and only as long 
as, it is coupled with an interest sufficient in law to support an 
irrevocable power.  A stockholder may revoke any proxy which is not 
irrevocable by attending the meeting and voting in person or by filing an 
instrument in writing revoking the proxy or another duly executed proxy 
bearing a later date with the Secretary of the corporation.  All proxies must 
be filed with the Secretary at the beginning of each meeting in order to be 
counted in any vote at the meeting. 

     1.8.   FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD

     In order that the corporation may determine the stockholders entitled to 
notice of or to vote at any meeting of stockholders or any adjournment 
thereof, or entitled to receive payment of any dividend or other distribution 
or allotment of any rights, or entitled to exercise any rights in respect of 
any change, conversion or exchange of stock or for the purpose of any other 
lawful action, the Board of Directors 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 of Directors and which record date: (1) in the 
case of determination of stockholders entitled to vote at any meeting of 
stockholders or adjournment thereof, shall, unless otherwise required by law, 
not be more than sixty nor less than ten days before the date of such 
meeting; and (2) in the case of any other action, shall not be more than 
sixty days prior to such other action.  If no record date is fixed: (1) 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; and (2) the record date for determining stockholders for any other 


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purpose shall be at the close of business on the day on which the Board of 
Directors adopts the resolution relating thereto.  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.

     1.9.   LIST OF STOCKHOLDERS ENTITLED TO VOTE

     The Secretary shall prepare and make, at least ten days before every 
meeting of stockholders, a complete list of the stockholders entitled to vote 
at the meeting, 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 the meeting, during, ordinary business hours, for 
a period of at least ten 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 so specified, at the place where the 
meeting is to be held. The 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.  Upon the willful neglect or refusal of 
the directors to produce such a list at any meeting for the election of 
directors, they shall be ineligible for election to any office at such 
meeting.  The stock ledger shall be the only evidence as to who are the 
stockholders entitled to examine the stock ledger, the list of stockholders 
or the books of the corporation, or to vote in person or by proxy at any 
meeting of stockholders.

                                     ARTICLE 2.

                                 BOARD OF DIRECTORS

     2.1.   NUMBER OF QUALIFICATIONS

     The Board of Directors shall consist of one or more members, the number 
thereof to be determined from time to time by resolution of the Board of 
Directors.  Directors need not be stockholders.

     2.2.   ELECTION RESIGNATION; REMOVAL; VACANCIES

     The Board of Directors shall initially consist of the persons named as 
directors in the certificate of incorporation, and each director so elected 
shall hold office until the first annual meeting of stockholders or until his 
successor is elected and qualified.  At the first annual meeting of 
stockholders and at each annual meeting thereafter, the stockholders shall 
elect directors each of whom shall hold office for a term of one year or 
until his successor is elected and qualified.  Only persons who are nominated 
in accordance with the following procedures shall be eligible for election as 
directors.  Nominations of persons for election to the Board of Directors of 
the Corporation at the annual meeting may be made by or at the direction of 
the Board of Directors, by any committee of persons appointed by the Board of 
Directors or at the meeting by any stockholder of the Corporation entitled to 
vote for the election of directors who complies with the notice procedures 
set forth in this Section 2.2 Such nominations by any stockholder shall be 
made pursuant to timely notice in writing to the Secretary of the 


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Corporation.  To be timely, a stockholder's notice shall be delivered to or 
mailed and received at the principal executive offices of the Corporation not 
less than fifty (50) days nor more than seventy-five (75) days prior to the 
meeting's originally scheduled date (the date an adjourned meeting is 
reconvened will in no event be considered a meeting's "originally scheduled 
date"); provided, however, that in the event that less than sixty-five (65) 
days' notice or prior public disclosure of the date of the meeting is given 
or made to stockholders, notice by the stockholder to be timely must be so 
received not later than the close of business on the fifteenth (15th) day 
following the day on which such notice of the date of the meeting was mailed 
or such public disclosure was made, whichever first occurs.  Such 
stockholder's notice to the Secretary shall set forth (i) as to each person 
whom the stockholder proposes to nominate for election or reelection as a 
director, (a) the name, age, business address and residence address of the 
person, (b) the principal occupation or employment of the person, (c) the 
class and number of shares of capital stock of the Corporation which are 
beneficially owned by the person and (d) any other information relating to 
the person that is required to be disclosed in solicitations for proxies for 
elections of directors pursuant to the Rules and Regulations of the 
Securities and Exchange Commission under Section 14 of the Securities 
Exchange Act of 1934, as amended; and (ii) as to the stockholder giving the 
notice (a) the name and record address of the stockholder and (b) the class 
and number of shares of capital stock of the Corporation which are 
beneficially owned by the stockholder.  The Corporation may require any 
proposed nominee to furnish such other information as may reasonably be 
required by the Corporation to determine the eligibility of such proposed 
nominee to serve as a director of the Corporation.  No person shall be 
eligible for election as a director of the Corporation unless nominated in 
accordance with the procedures set forth herein.  The officer of the 
Corporation presiding at any annual meeting shall, if the facts warrant, 
determine and declare to the meeting that a nomination was not made in 
accordance with the foregoing procedure, and if he should so determine, he 
shall so declare to the meeting and the defective nomination shall be 
disregarded.  

     Any director may resign at any time upon written notice to the 
corporation. Any newly created directorship or any vacancy occurring in the 
Board of Directors for any cause may be filled only by a majority of the 
remaining members of the Board of Directors, although such majority is less 
than a quorum, or by a sole remaining director.  If there are no directors 
in office, then an election of directors may be held in the manner provided 
by statute.  Each director so elected shall hold office until the expiration 
of the term of office of the director whom he has replaced or until his 
successor is elected and qualified.

     2.3.   REGULAR MEETINGS

     Regular meetings of the Board of Directors may be held at such places 
within or without the State of Delaware and at such times as the Board of 
Directors may from time to time determine, and if so determined notices 
thereof need not be given.

     2.4.   SPECIAL MEETINGS

     Special meetings of the Board of Directors may be held at any time or 
place within or without the State of Delaware whenever called by the 
President, and Vice President, the 


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Secretary, or by any member of the Board of Directors. Notice of a special 
meeting of the Board of Directors shall be given by the person or persons 
calling the meeting at least twenty four (24) hours before the special 
meeting.

     2.5.   TELEPHONIC MEETINGS PERMITTED

     Members of the Board of Directors, or any committee designated by the 
Board of Directors, may participate in a meeting thereof by means of 
conference telephone or similar communications equipment by means of which 
all persons participating in the meeting can hear each other, and 
participation in a meeting pursuant to this Bylaw shall constitute presence 
in person at such meeting.

     2.6.   QUORUM; VOTE REQUIRED FOR ACTION

     At all meetings of the Board of Directors a majority of the whole Board 
of Directors shall constitute a quorum for the transaction of business. 
Except in cases in which the certificate of incorporation or these Bylaws 
otherwise provide, the vote of a majority of the directors present at a 
meeting at which a quorum is present shall be the act of the Board of 
Directors.

     2.7.   ORGANIZATION

     Meetings of the Board of Directors shall be presided over by the 
Chairman of the Board, if any, or in his absence by the Vice Chairman of the 
Board, if any, or in his absence by the President, or in their absence by a 
chairman chosen at the meeting.  The Secretary shall act as secretary of the 
meeting, but in his absence the chairman of the meeting may appoint any 
person to act as secretary of the meeting.

     2.8.   INFORMAL ACTION BY DIRECTORS

     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 such committee, as the 
case may be, consent thereto in writing, and the writing or writings are 
filed with the minutes of proceedings of the Board of Directors or such 
committee.

                                     ARTICLE 3.
                                          
                                     COMMITTEES

     3.1.   COMMITTEES

     The Board of Directors may, by resolution passed by a majority of the 
whole Board of Directors, designate one or more committees, each committee to 
consist of one or more of the directors of the corporation.  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.  In the absence or disqualification of a member of the 
committee, the 


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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 
place of any such absent or disqualified member.  Any such committee, to the 
extent permitted by law and to the extent provided in the resolution of the 
Board of Directors, shall have and may exercise all the powers and authority 
of the Board of Directors 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.

     3.2.   COMMITTEE RULES

     Unless the Board of Directors otherwise provides, each committee 
designated by the Board of Directors may make, alter and repeal rules for the 
conduct of its business.  In the absence of such rules each committee shall 
conduct its business in the same manner as the Board of Directors conducts 
its business pursuant to Article 3 of these Bylaws.

                                     ARTICLE 4.
                                          
                                      OFFICERS

     4.1.   EXECUTIVE OFFICERS; ELECTION QUALIFICATIONS; TERM OF OFFICE;
            RESIGNATION; REMOVAL; VACANCIES

     The Board of Directors shall elect a President and Secretary and it may, 
if it so determines, choose a Chairman of the Board and a Vice Chairman of 
the Board from among its members.  The Board of Directors may also choose one 
or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and 
one or more Assistant Treasurers.  Each such officer shall hold office until 
the first meeting of the Board of Directors after the annual meeting of 
stockholders next succeeding his election, and until his successor is elected 
and qualified or until his earlier resignation or removal.  Any officer may 
resign at any time upon written notice to the corporation.  The Board of 
Directors may remove any officer with or without cause at any time, but such 
removal shall be without prejudice to the contractual rights of such officer, 
if any, with the corporation.  Any number of offices may be held by the same 
person.  Any vacancy occurring in any office of the corporation by death, 
resignation, removal or otherwise may be filled for the unexpired portion of 
the term by the Board of Directors at any regular or special meeting.

     4.2.   POWERS AND DUTIES OF EXECUTIVE OFFICERS

     The officers of the corporation shall have such powers and duties in the 
management of the corporation as may be prescribed by the Board of Directors 
and, to the extent not so provided, as generally pertain to their respective 
offices subject to the control of the Board of Directors.  The Board of 
Directors may require any officer, agent or employee to give security for the 
faithful performance of his duties.


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<PAGE>

                                     ARTICLE 5.

                                       STOCK

     5.1.   CERTIFICATES

     Every holder of stock shall be entitled to have a certificate signed by 
or in the name of the corporation by the Chairman or Vice Chairman of the 
Board of Directors, if any, or the President or Vice President, and by the 
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant 
Secretary, of the corporation, certifying the number of shares owned by him 
in the corporation. Any of or all the signatures 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 by the corporation with the same 
effect as if he were such officer, transfer agent, or registrar at the date 
of issue.

     5.2.   LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW
            CERTIFICATES

     The corporation may issued a new certificate of stock in the place of 
any certificate theretofore issued by it, alleged to have been lost, stolen 
or destroyed, and the corporation may require the owner of the lost, stolen 
or destroyed certificate, or his legal representative, to give the 
corporation a bond sufficient to indemnify it against any claim that may be 
made against it on account of the alleged loss, theft or destruction of any 
such certificate or the issuance of such new certificate.

                                     ARTICLE 6.
                                          
                                  INDEMNIFICATION

     6.1.   RIGHT TO INDEMNIFICATION

     The corporation shall indemnify and hold harmless, to the fullest extent 
permitted by applicable law as is presently exists or may hereafter be 
amended, any person who was or is made or is threatened to be made a party or 
is otherwise involved in any action, suit or proceeding, whether civil, 
criminal, administrative or investigative (a "proceeding") by reason of the 
fact that he, or a person for whom he is the legal representative, is or was 
a director, officer, employee or agent of the corporation or is or was 
serving at the request of the corporation as a director, officer, employee or 
agent of another corporation or of a partnership, joint venture, trust, 
enterprise or non profit entity, including service with respect to employee 
benefit plans, against all liability and loss suffered and expenses 
reasonably incurred by such person. The corporation shall be required to 
indemnify a person in connection with a proceeding initiated by such person 
only if the proceeding was authorized by the Board of Directors of the 
corporation.


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     6.2.   PREPAYMENT OF EXPENSES

     The corporation shall pay the expenses incurred in defending any 
proceeding in advance of its final disposition; provided, however, that the 
payment of expenses incurred by a director or officer in advance of the final 
disposition of the proceeding shall be made only upon receipt of an 
undertaking by the director or officer to repay all amounts advanced if it 
should be ultimately determined that the director or officer is not entitled 
to be indemnified under this Article or otherwise.

     6.3.   CLAIMS

     If a claim for indemnification or payment of expenses under this Article 
is not paid in fall, within sixty days after a written claim therefor has 
been received by the corporation the claimant may file suit to recover the 
unpaid amount of such claim and, if successful in whole or in part, shall be 
entitled to be paid the expense of prosecuting such claim.  In any such 
action the corporation shall have the burden of proving that the claimant was 
not entitled to the requested indemnification or payment of expenses under 
applicable law.

     6.4.   NON-EXCLUSIVITY OF RIGHTS

     The rights conferred on any person by this Article 6 shall not be 
exclusive of any other rights which such person may have or hereafter acquire 
under any statute, provision of the certificate of incorporation, these 
Bylaws, agreement, vote of stockholders or disinterested directors or 
otherwise.

     6.5.   OTHER INDEMNIFICATION

     The corporation's obligation, if any, to indemnify any person who was or 
is serving at its request as a director, officer, employee or agent of 
another corporation, partnership, joint venture, trust, enterprise or non 
profit entity shall be reduced by any amount such person may collect as 
indemnification from such other corporation, partnership, joint venture, 
trust, enterprise or non profit enterprise.

     6.6.   AMENDMENT OR REPEAL

     Any repeal or modification of the foregoing provisions of this Article 6 
shall not adversely affect any right or protection hereunder of any person in 
respect of any act or omission occurring prior to the time of such repeal or 
modification.

                                     ARTICLE 7.
                                          
                                   MISCELLANEOUS

     7.1.   FISCAL YEAR

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


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     7.2.   SEAL

     The corporate seal shall have the name of the corporation inscribed thereon
and shall be in such form as may be approved from time to time by the Board of
Directors.

     7.3.   WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND 
            COMMITTEES

     Any written waiver of notice, signed by the person entitled to notice, 
whether before or after the time stated therein, shall be deemed equivalent 
to notice.  Attendance of a person at a meeting shall constitute a waiver of 
notice of such meeting, except when the person 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.  Neither the business to be transacted at, nor the purpose of any 
regular or special meeting of the stockholders, directors, or members of a 
committee of directors need be specified in any written waiver of notice.

     7.4.   INTERESTED DIRECTORS; QUORUM

     No contract or transaction between the corporation and one or more of 
its directors or officers, or between the corporation and any other 
corporation, partnership, association, or other organization in which one or 
more of its directors or officers are directors or officers, or have a 
financial interest, shall be void or voidable solely for this reason, or 
solely because the director or officer is present at or participates in the 
meeting of the Board of Directors or committee thereof which authorizes the 
contract or transaction, or solely because his or their votes are counted for 
such purpose, if (1) the material facts as to his relationship or interest 
and as to the contract or transaction are disclosed or are known to the Board 
of Directors or the committee, and the Board of Directors or committee in 
good faith authorizes the contract or transaction by the affirmative votes of 
a majority of the disinterested directors, even though the disinterested 
directors be less than a quorum; or (2) the material facts as to his 
relationship or interest and as to the contract or transaction are disclosed 
or are known to the stockholders entitled to vote thereon, and the contract 
or transaction is specifically approved in good faith by vote of the 
stockholders; or (3) the contract or transaction is fair as to the 
corporation as of the time it is authorized, approved or ratified, by the 
Board of Directors, a committee thereof, or the stockholders.  Common or 
interested directors may be counted in determining the presence of a quorum 
at a meeting of the Board of Directors or of a Committee which authorizes the 
contract or transaction.

     7.5.   FORM OF RECORDS

     Any records maintained by the corporation in the regular course of its 
business, including its stock ledger, books of account and minute books, may 
be kept on, or be in the form of any information storage device, provided 
that the records so kept can be converted into clearly legible form within a 
reasonable time.  The corporation shall so convert any records so kept upon 
the request of any person entitled to inspect the same.


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     7.6.   AMENDMENT OF BYLAWS

     These Bylaws may be altered or repealed and new bylaws made by the Board 
of Directors, but the stockholders may make additional bylaws and may alter 
and repeal any bylaws whether adopted by them or otherwise.





















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