<PAGE>

                                                                  EXHIBIT 3.3(b)


                                    BY-LAWS
                                      OF
                    AOR MANAGEMENT COMPANY OF ARIZONA, INC.
                    (hereinafter called the "Corporation")

                                   ARTICLE I
                                    OFFICES
                                    -------


     Section 1.  Registered Office.  The registered office of the Corporation
     ---------   -----------------
shall be c/o The Prentice-Hall Corporation System, Inc.,  32 Loockerman Square,
Suite L-100, Dover, Kent County, Delaware.

     Section 2.  Other Offices.  The Corporation 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.

                                  ARTICLE II
                           MEETINGS OF STOCKHOLDERS
                           ------------------------

     Section 1.  Place of Meetings.  Meetings of the stockholders for the
     ---------   -----------------
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     Section 2.  Annual Meetings.  The annual meetings of stockholders shall
     ---------   ---------------
be held on such date and at such time as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting, at which
meetings the stockholders shall elect directors and transact such other business
as may properly be brought before the meeting.  Written notice of each annual
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting.

     Section 3.  Special Meetings.  Special meetings of stockholders may be
     ---------   ----------------
called by the President or the Board of Directors.  Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called 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.

     Section 4.  Quorum.  Except as otherwise provided by law or by the
     ---------   ------
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings
<PAGE>

of the stockholders for the transaction of business. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. 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 entitled to vote at the meeting.

     Section 5.  Voting.  Unless otherwise required by law, the Certificate
     ---------   ------
of Incorporation or these By-Laws, (i) any question brought before any meeting
of stockholders shall be decided by the vote of the holders of a majority of the
stock represented and entitled to vote thereat and (ii) each stockholder
represented at a meeting of stockholders shall be entitled to cast one vote for
each share of the capital stock entitled to vote thereat held by such
stockholder.  Such votes may be cast in person or by proxy but no proxy shall be
voted on or after three (3) years from its date, unless such proxy provides for
a longer period.  The Board of Directors, in its discretion, or the officer of
the Corporation presiding at a meeting of stockholders, in his discretion, may
require that any votes cast at such meeting shall be cast by written ballot.

     Section 6.  List of Stockholders Entitled to Vote.  The officer of the
     ---------   -------------------------------------
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten (10) 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 stockholders 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 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 of the Corporation who is
present.

     Section 7.  Stock Ledger.  The stock ledger of the Corporation shall be
     ---------   ------------
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 6 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

                                       2
<PAGE>

                                  ARTICLE III
                                   DIRECTORS
                                   ---------

     Section 1.  Number and Election of Directors.  The business and affairs
     ---------   --------------------------------
of the Corporation shall be managed by or under the direction of a Board of
Directors consisting of not less than one director, the exact number of
directors to be determined from time to time by resolution adopted by the
affirmative vote of a majority of the directors then in office.  At each annual
meeting of stockholders beginning with the first, successor directors shall be
elected.  Each director shall hold office until the ensuing meeting and until
such director's successor is elected and qualified or until such director's
earlier death, resignation, or removal.

     Directors of the Corporation may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors.

     Section 2.  Vacancies.  Any vacancy on the Board of Directors that
     ---------   ---------
results from an increase in the number of directors may be filled by a majority
of the Board of Directors then in office, provided that a quorum is present, and
any other vacancy occurring in the Board of Directors may be filled by a
majority of the directors then in office, even if less than a quorum, or by a
sole remaining director.

     Section 3.  Duties and Powers.  The business of the Corporation shall be
     ---------   -----------------
managed by or under the direction of the Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Corporation's Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     Section 4.  Meetings.  The Board of Directors of the Corporation may hold
     ---------   --------
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the President or any two directors. Notice thereof stating the place, date and
hour of the meeting shall be given to each director either by mail not less than
forty-eight (48) hours before the time of the meeting, by telephone, electronic
facsimile or telegram not less than twenty-four (24) hours before the time of
the meeting, or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the circumstances.

     Section 5.  Quorum.  Except as may be otherwise specifically provided by
     ---------   ------
law, the Corporation's Certificate of Incorporation or these By-Laws, at all
meetings of the Board of Directors, a majority of the entire Board of Directors
shall constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors. If a quorum shall not be present at
any meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

                                       3
<PAGE>

     Section 6.  Actions of Board.  Unless otherwise provided by the
     ---------   ----------------
Corporation's Certificate of Incorporation or these By-Laws, 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 the members of the
Board of Directors or 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 committee.

     Section 7.  Meetings by Means of Conference Telephone.  Unless otherwise
     ---------   -----------------------------------------
provided by the Corporation's Certificate of Incorporation or these By-Laws,
members of the Board of Directors of the Corporation, or any committee
designated by the Board of Directors, may participate in a meeting of the Board
of Directors or such committee by means of a 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
Section 7 of this Article III shall constitute presence in person at such
meeting.

     Section 8.  Committees.  The Board of Directors may, by resolution
     ---------   ----------
passed by a majority of the entire 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 any such committee.  In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
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 absent or disqualified member.  Any committee, to the extent allowed by law
and provided in the resolution establishing such committee, 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.  Each committee shall
keep regular minutes and report to the Board of Directors when required.

     Section 9.  Compensation.  The directors may be paid their expenses, if
     ---------   ------------
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director.  No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

     Section 10.  Interested Directors.  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 (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed

                                       4
<PAGE>

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 (ii) the material facts as
to his or their 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 (iii) 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.

                                  ARTICLE IV
                                   OFFICERS
                                   --------

     Section 1.  General.  The offices of the Corporation shall be chosen by
     ---------   -------
the Board of Directors and shall be a President, a Vice President and a
Secretary.  The Board of Directors, in its discretion, may also choose one
Treasurer and one or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers.  Any number of offices may be held by the same
person, unless otherwise prohibited by law, the Corporation's Certificate of
Incorporation or these By-Laws.  The officers of the Corporation need not be
stockholders of the Corporation nor need such officers be directors of the
Corporation.

     Section 2.  Election.  The Board of Directors at its first meeting held
     ---------   --------
after each annual meeting of stockholders shall elect the officers of the
Corporation, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors; and all officers of the Corporation shall hold office until
their successors are chosen and qualified, or until their earlier resignation or
removal.  Any officer elected by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors.  Any
vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors.  The salaries and other compensation of all officers of the
Corporation shall be fixed by the Board of Directors.

     Section 3.  Voting Securities Owned by the Corporation.  Powers of
     ---------   ------------------------------------------
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the President or any Vice President and any
such officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and powers incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present.  The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     Section 4.  The President.  The President shall be the chief executive
     ---------   -------------
officer of the Corporation, shall have general direction of the business and
affairs of the Corporation and

                                       5
<PAGE>

general supervision over its several officers, subject, however, to the control
of the Board of Directors and shall see that all orders and resolutions of the
Board of Directors are carried into effect. The President may sign, with the
Secretary or Assistant Secretary, certificates representing shares of stock of
the Corporation. The Secretary shall execute and deliver, in the name and on
behalf of the Corporation, (i) contracts or other instruments authorized by the
Board of Directors, and (ii) contracts or instruments in the usual and regular
course of business except in cases when the execution and delivery thereof shall
be expressly delegated or permitted by the Board of Directors or by these Bylaws
to some other officer or agent of the Corporation, and, in general, shall
perform all duties incident to the office of President and such other duties as
from time to time may be assigned to him by the Board of Directors or as are
prescribed by these Bylaws.

     Section 5.  Vice President.  The Vice President shall be the chief
     ---------   --------------
operating officer of the Corporation.  In the absence or disability of the
President, the Vice President shall preside at all meetings of the stockholders
and the Board of Directors.  The Vice President shall also perform such other
duties and may exercise such other powers as from time to time may be assigned
to him by these By-Laws or by the Board of Directors.  The Vice President may
sign certificates of stock of the Corporation.

     Section 6.  Secretary.  The Secretary shall attend all meetings of the
     ---------   ---------
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees when
required.  The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or the President.  If the Secretary shall be unable or shall refuse to cause to
be given notice of all meetings of the stockholders and special meetings of the
Board of Directors, and if there be no Assistant Secretary, then either the
Board of Directors or the President may choose another officer to cause such
notice to be given.  The Secretary shall have custody of the seal of the
Corporation and the Secretary or any Assistant Secretary, if there be one, shall
have authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by the signature of the Secretary or by the
signature of any such Assistant Secretary.  The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by such officer's signature.  The Secretary shall see
that all books, reports, statements, certificates and other documents and
records required by law to be kept or filed are properly kept or filed, as the
case may be.

     Section 7.  Treasurer.  The Treasurer, if there be one, shall have the
     ---------   ---------
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors.  The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

                                       6
<PAGE>

     Section 8.  Assistant Secretaries.  Except as may be otherwise provided in
     ---------   ---------------------
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, any Vice President, if there be one, or the
Secretary, and in the absence of the Secretary or in the event of the
Secretary's disability or refusal to act, shall perform the duties of the
Secretary, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Secretary.

     Section 9.  Assistant Treasurers.  Assistant Treasurers, if there be any,
     ---------   ---------------------
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice President,
if there be one, or the Treasurer, and in the absence of the Treasurer or in the
event of the Treasurer's disability or refusal to act, shall perform the duties
of the Treasurer, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Treasurer.

     Section 10.  Other Officers.  Such other officers as the Board of Directors
     ----------   ---------------
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.

                                   ARTICLE V
                                     STOCK
                                     -----

     Section 1.  Form of Certificates.  Every holder of stock in the Corporation
     ---------   ---------------------
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the President or a Vice President and (ii) by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by such holder of stock in
the Corporation.

     Section 2.  Signatures.  Where a certificate is countersigned by (i) a
     ---------   -----------
transfer agent other than the Corporation or its employee, or (ii) 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 by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

     Section 3.  Lost Certificates.  The Board of Directors may direct a new
     ---------   ------------------
certificate to be issued in place of any certificate 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. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such owner's legal representative, to advertise the same in such
manner as the Board of Directors shall require

                                       7
<PAGE>

and/or to give the Corporation a bond in such sum 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 4.  Transfers.  Stock of the Corporation shall be transferable in
     ---------   ----------
the manner prescribed by law and in these By-Laws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be cancelled before a new certificate shall be
issued.

     Section 5.  Record Date.  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, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. 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.

     Section 6.  Beneficial Owners.  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 to hold liable
for calls and assessments a person registered on its books as the owner of
shares, 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
law.

                                  ARTICLE VI
                                    NOTICES
                                    -------

     Section 1.  Notices.  Whenever written notice is required by law, the
     ---------   --------
Corporation's Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at his
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Written notice may also be given
personally or by electronic facsimile, telegram, telex or cable.

     Section 2.  Waivers of Notice.  Whenever any notice is required by law,
     ---------   ------------------
the Corporation's Certificate of Incorporation or these By-Laws, to be given to
any director, member of a committee or stockholder, a waiver thereof in writing,
signed, by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.

                                       8
<PAGE>

                                  ARTICLE VII
                              GENERAL PROVISIONS
                              ------------------

     Section 1.  Dividends.  Dividends upon the capital stock of the
     ---------   ----------
Corporation, subject to the provisions of the Corporation's Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting, and may be paid in cash, in property, or in shares of the
capital stock. 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 its absolute discretion, deems 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 any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

     Section 2.  Disbursements.  All checks or demands for money and notes of
     ---------   --------------
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

     Section 3.  Fiscal Year.  The fiscal year of the Corporation shall be fixed
     ---------   ------------
by resolution of the Board of Directors.

     Section 4.  Corporate Seal.  The corporate seal shall be in such form as
     ---------   ---------------
the Board of Directors may prescribe.

                                 ARTICLE VIII
                                INDEMNIFICATION
                                ---------------

     Section 1.  Power to Indemnify in Actions, Suits or Proceedings Other than
     ---------   --------------------------------------------------------------
Those by or in the Right of the Corporation.  Subject to Section 3 of this
--------------------------------------------
Article VIII, the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
               ---- ----------
presumption that such person did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

                                       9
<PAGE>

     Section 2.  Power to Indemnify in Actions, Suits or Proceedings by or in
     ---------   ------------------------------------------------------------
the Right of the Corporation.  Subject to Section 3 of this Article VIII, the
-----------------------------
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer, of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the Corporation; except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     Section 3.  Authorization of Indemnification.  Any indemnification under
     ---------   ---------------------------------
this Article VIII (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standard of conduct set forth in
Section 1 or Section 2 of this Article VIII, as the case may be. Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, or (iii) by the stockholders. To the extent, however, that a
director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith, without the necessity of authorization in the
specific case.

     Section 4.  Good Faith Defined.  For purposes of any determination under
     ---------   -------------------
Section 3 of this Article VIII, a person shall be deemed to have acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal action
or proceeding, to have had no reasonable cause to believe such person's conduct
was unlawful, if such person's action is based on the records or books of
account of the Corporation or another enterprise, or on information supplied to
such person by the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the
Corporation or another enterprise. The term "another enterprise" as used in this
Section 4 of this Article VIII shall mean any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise of
which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent. The provisions of this Section 4 of this
Article VIII shall

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<PAGE>

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
in Section 1 or Section 2 of this Article VIII, as the case may be.

     Section 5.  Indemnification by a Court.  Notwithstanding any contrary
     ---------   ---------------------------
determination in the specific case under Section 3 of this Article VIII, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible under Sections
1 and 2 of this Article VIII. The basis of such indemnification by a court shall
be a determination by such court that indemnification of the director or officer
is proper in the circumstances because such person has met the applicable
standards of conduct set forth in Section 1 or Section 2 of this Article VIII,
as the case may be. Neither a contrary determination in the specific case under
Section 3 of this Article VIII nor the absence of any determination thereunder
shall be a defense to such application or create a presumption that the director
or officer seeking indemnification has not met any applicable standard of
conduct. Notice of any application for indemnification pursuant to this Section
5 of this Article VIII shall be given to the Corporation promptly upon the
filing of such application. If successful, in whole or in part, the director or
officer seeking indemnification shall also be entitled to be paid the expense of
prosecuting such application.

     Section 6.  Expenses Payable in Advance.  Expenses incurred by a director
     ---------   ----------------------------
or officer in defending or investigating a threatened or pending action, suit or
proceeding may be required by the Board of Directors to be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article
VIII.

     Section 7.  Nonexclusivity of Indemnification and Advancement of Expenses.
     ---------   --------------------------------------------------------------
The indemnification and advancement of expenses provided by or granted pursuant
to this Article VIII shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any By-Law, agreement, contract, vote of stockholders or disinterested directors
or pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in a person's official capacity and
as to action in another capacity while holding such office, it being the policy
of the Corporation that indemnification of the persons specified in Sections 1
and 2 of this Article VIII shall be made to the fullest extent permitted by law.
The provisions of this Article VIII shall not be deemed to preclude the
indemnification of any person who is not specified in Section 1 of Section 2 of
this Article VIII but whom the Corporation has the power or obligation to
indemnify under the provisions of the General Corporation Law of the State of
Delaware, or otherwise.

     Section 8.  Insurance.  The Corporation may purchase and maintain insurance
     ---------   ----------
on behalf of any person who is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted against
such person and incurred by him in any such capacity, or arising out of such

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<PAGE>

person's status as such, whether or not the Corporation would have the power or
the obligation to indemnify such person against such liability under the
provisions of this Article VIII.

     Section 9.  Certain Definitions.  For purposes of this Article VIII,
     ---------   --------------------
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors and officers, so that any person who is or was a director or officer
of such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, shall stand in
the same position under the provisions of this Article VIII with respect to the
resulting or surviving corporation as such indemnification relates to such
person's acts while serving in any of the foregoing capacities, of such
constituent corporation, as such person would have with respect to such
constituent corporation if its separate existence had continued. For purposes of
this Article VIII, 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 or
officer of the Corporation which imposes duties on, or involves services by,
such director or officer with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article VIII.

     Section 10.  Survival of Indemnification and Advancement of Expenses.
     ----------   --------------------------------------------------------
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VIII shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

     Section 11.  Limitation on Indemnification.  Notwithstanding anything
     ----------   ------------------------------
contained in this Article VIII to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 5 of this
Article VIII), the Corporation shall not be obligated to indemnify any director
or officer in connection with a proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

     Section 12.  Indemnification of Employees and Agents.  The Corporation may,
     ----------   ----------------------------------------
to the extent authorized from time to time by the Board of Directors, provide
rights to indemnification and to the advancement of expenses to employees and
agents of the Corporation similar to those conferred in this Article VIII to
directors and officers of the Corporation.

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<PAGE>

                                  ARTICLE IX
                                  AMENDMENTS
                                  ----------

     Section 1.  Except as otherwise provided in the Corporation's Certificate
     ----------
of Incorporation, these By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such meeting of
stockholders or Board of Directors as the case may be. Except as otherwise
provided in the Corporation's Certificate of Incorporation, all such amendments
must be approved by either the holders of a majority of the outstanding capital
stock entitled to vote thereon or by a majority of the entire Board of Directors
then in office.

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