<PAGE>


Exhibit 3.2



                                        BYLAWS
                                          OF
                                      SBE, INC.


                                      ARTICLE I

                                       OFFICES


     1.   REGISTERED OFFICE.  The registered office of the corporation in the 
State of Delaware will be in the City of Wilmington, County of New Castle.

     2.   OTHER OFFICES.  The corporation will also have and maintain an 
office or principal place of business 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

     3.   CORPORATE SEAL.  The corporate seal will 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

     4.   PLACE OF MEETINGS.  Meetings of the stockholders of the corporation 
will 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.

     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, will 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 will be conducted as will have been properly brought before the 
meeting.  To be properly brought before an annual meeting, business must be:  
(1) specified in the notice of meeting (or any supplement thereto) given by 
or at the direction of the Board of Directors, (2) otherwise properly brought 
before the meeting by or at the direction of the Board of Directors, or (3) 
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

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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 will set forth as to each matter 
the stockholder proposes to bring before the annual meeting:  (1) 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, (2) the 
name and address, as they appear on the corporation's books, of the 
stockholder proposing such business, (3) the class and number of shares of 
the corporation which are beneficially owned by the stockholder, (4) any 
material interest of the stockholder in such business and (5) 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 will be conducted at any annual meeting 
except in accordance with the procedures set forth in this paragraph (b).  
The chairman of the annual meeting will, 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 will so declare at the meeting that any such 
business not properly brought before the meeting will not be transacted.

              (c)  Only persons who are nominated in accordance with the 
procedures set forth in this paragraph (c) will 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, will 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 will set forth (1) 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, (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

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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 (2) 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 will 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 will 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 will, 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 will so declare 
at the meeting, and the defective nomination will be disregarded.

              (d)  For purposes of this Section 5, "public announcement" will 
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 Exchange Act.

     6.   SPECIAL MEETINGS.

              (a)  Special meetings of the stockholders of the corporation 
may be called, for any purpose or purposes, by (1) the Chairman of the Board 
of Directors, (2) the Chief Executive Officer, (3) 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 of Directors for adoption) or (4) by the holders of shares entitled to 
cast not less than a majority of the votes at the meeting, and will be held 
at such place, on such date, and at such time as the Board of Directors, will 
fix.

              (b)  If a special meeting is called by any person or persons 
other than the Board of Directors, the request will be in writing, specifying 
the general nature of the business proposed to be transacted, and will be 
delivered personally or sent by registered mail or by telegraphic or other 
facsimile transmission to the Chairman of the Board of Directors, the Chief 
Executive Officer, or the Secretary of the corporation.  No business may be 
transacted at such special meeting otherwise than specified in such notice.  
The Board of Directors will determine the time and place of such special 
meeting, which will be held not less than thirty-five (35) nor more than one 
hundred twenty (120) days after the date of the receipt of the request.  Upon 
determination of the time and place of the meeting, the officer receiving the 
request will cause notice to be given to the stockholders entitled to vote, 
in accordance with the provisions of Section 7 of these Bylaws.  If the 
notice is not given within sixty (60) days after the receipt of the request, 
the person or persons requesting the meeting may set the time and place of 
the meeting and give the notice.  Nothing contained in this paragraph (b) 
will be construed as limiting, fixing, or affecting the time when a meeting 
of stockholders called by action of the Board of Directors may be held.

     7.   NOTICE OF MEETINGS.  Except as otherwise provided by law or the 
Certificate of Incorporation, written notice of each meeting of stockholders 
will 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

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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 will be bound by the 
proceedings of any such meeting in all respects as if due notice thereof had 
been given.

     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 stock entitled to vote will 
constitute a quorum for the transaction of business.  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 will 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 vote cast, excluding abstentions, at any meeting at 
which a quorum is present will be valid and binding upon the corporation; 
PROVIDED, HOWEVER, that directors will 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 or series is required, except where otherwise provided by 
the statute or by the Certificate of Incorporation or these Bylaws, a 
majority of the outstanding shares of such class or classes or series, 
present in person or represented by proxy, will constitute a quorum entitled 
to take action with respect to that vote on that matter and, except where 
otherwise provided by the statute or by the Certificate of Incorporation or 
these Bylaws, the affirmative vote of the majority (plurality, in the case of 
the election of directors) of the votes cast, including abstentions, by the 
holders of shares of such class or classes or series will be the act of such 
class or classes or series.

     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 casting votes, excluding abstentions.  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 will be given to each stockholder of record entitled to 
vote at the meeting.

     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, will be entitled to vote at any meeting of stockholders.  Every 
person entitled to vote will have the right to do so either in person or by 
an agent or agents authorized by a proxy granted in accordance with Delaware 
law.  An agent so appointed need not be a stockholder.  No proxy will be 
voted after three (3) years from its date of creation unless the proxy 
provides for a longer period.

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     11.  JOINT OWNERS OF STOCK.  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, 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 will 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 subsection (c) will be a majority 
or even-split in interest.

     12.  LIST OF STOCKHOLDERS.  The Secretary will 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 will 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 will be specified in the notice of the meeting, or, if not 
specified, at the place where the meeting is to be held.  The list will 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.

     13.  ACTION WITHOUT MEETING.  No action will be taken by the 
stockholders except at an annual or special meeting of stockholders called in 
accordance with these Bylaws, and no action will be taken by the stockholders 
by written consent.

     14.  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, a chairman of the meeting chosen 
by a majority in interest of the stockholders entitled to vote, present in 
person or by proxy, will act as chairman.  The Secretary, or, in his absence, 
an Assistant Secretary directed to do so by the President, will act as 
secretary of the meeting.

     (b)  The Board of Directors of the corporation will be entitled to make 
such rules or regulations for the conduct of meetings of stockholders as it 
will deem necessary, appropriate or convenient.  Subject to such rules and 
regulations of the Board of Directors, if any, the chairman of the meeting 
will 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 will permit, 
restrictions on entry to 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

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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 will not be required to be held in accordance with rules of 
parliamentary procedure.

                                      ARTICLE IV

                                      DIRECTORS

     15.  NUMBER AND TERM OF OFFICE.  The authorized number of directors of 
the corporation will be fixed in accordance with the Certificate of 
Incorporation. Directors need not be stockholders unless so required by the 
Certificate of Incorporation.  If for any cause, the directors will 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.

     16.  POWERS.  The powers of the corporation will 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.

     17.  CLASSES OF DIRECTORS.  Subject to the rights of the holders of any 
series of Preferred Stock to elect additional directors under specified 
circumstances, the directors will be divided into three classes designated as 
Class I, Class II and Class III, respectively. Directors will be assigned to 
each class in accordance with a resolution or resolutions adopted by the 
Board of Directors.  At the first annual meeting of stockholders following 
the adoption and filing of this Certificate of Incorporation, the term of 
office of the Class I directors will expire and Class I directors will be 
elected for a full term of three years.  At the second annual meeting of 
stockholders following the adoption and filing of this Certificate of 
Incorporation, the term of office of the Class II directors will expire and 
Class II directors will be elected for a full term of three years.  At the 
third annual meeting of stockholders following the adoption and filing of 
this Certificate of Incorporation, the term of office of the Class III 
directors will expire and Class III directors will be elected for a full term 
of three years.  At each succeeding annual meeting of stockholders, directors 
will be elected for a full term of three years to succeed the directors of 
the class whose terms expire at such annual meeting.  Notwithstanding the 
foregoing provisions of this Article, each director will serve until his or 
her successor is duly elected and qualified or until his or her death, 
resignation or removal.  No decrease in the number of directors constituting 
the Board of Directors will shorten the term of any incumbent director.

     18.  VACANCIES.  Unless otherwise provided in the Certificate of 
Incorporation, any vacancies on the Board of Directors resulting from death, 
resignation, disqualification, removal or other causes and any newly created 
directorships resulting from any increase in the number of directors, will 
unless the Board of Directors determines by resolution that any such 
vacancies or newly created directorships will be filled by stockholders, be 
filled only by the affirmative vote of a majority of the directors then in 
office, even though less than a quorum of the Board of Directors.  Any 
director elected in accordance with the preceding sentence will hold office 
for the remainder of the full term of the director for which the vacancy was 
created or occurred and until such director's successor will have been 
elected and qualified.  A vacancy in the Board of Directors will be deemed to 
exist under this Bylaw in the case of the death, removal or resignation of 
any director.

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     19.  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 
will be deemed effective at the pleasure of the Board of Directors.  When one 
or more directors will 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, will have power to fill such vacancy or vacancies, the vote 
thereon to take effect when such resignation or resignations will become 
effective, and each Director so chosen will hold office for the unexpired 
portion of the term of the Director whose place will be vacated and until his 
successor will have been duly elected and qualified.

     20.  REMOVAL.  Subject to the rights of the holders of any series of 
Preferred Stock, no director will be removed without cause.  Subject to any 
limitations imposed by law, the Board of Directors or any individual director 
may be removed from office at any time with cause by the affirmative vote of 
the holders of a majority of the voting power of all the then-outstanding 
shares of voting stock of the corporation, entitled to vote at an election of 
directors (the "Voting Stock").

     21.  MEETINGS.

     (a)  ANNUAL MEETINGS.  The annual meeting of the Board of Directors will 
be held immediately before or 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 will be necessary and such meeting will 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 will be held in the office of the 
corporation required to be 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 designated by resolution of the Board of 
Directors or the written consent of all 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 Chairman of the Board, the President or any two 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 will constitute presence in person at such meeting.

     (e)  NOTICE OF MEETINGS.  Notice of the time and place of all special 
meetings of the Board of Directors will be orally or in writing, by 
telephone, including a voice messaging system or other system or technology 
designed to record and communicate messages, facsimile, telegraph or telex, 
or by electronic mail or other electronic means, during normal business 
hours, at least twenty-four (24) hours before the date and time of the 
meeting, or sent in writing to each

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director by first class mail, charges prepaid, at least three (3) days 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, will 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 will sign a 
written waiver of notice.  All such waivers will be filed with the corporate 
records or made a part of the minutes of the meeting.

     22.  QUORUM AND VOTING.

     (a)  Unless the Certificate of Incorporation requires a greater number 
and except with respect to indemnification questions arising under Section 43 
hereof, for which a quorum will be one-third of the exact number of directors 
fixed from time to time in accordance with the Certificate of Incorporation, 
a quorum of the Board of Directors will consist of a majority of the exact 
number of directors fixed from time to time by the Board of Directors in 
accordance with the Certificate of Incorporation; 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 will be determined by the affirmative 
vote of a majority of the directors present, unless a different vote be 
required by law, the Certificate of Incorporation or these Bylaws.

     23.  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.

     24.  FEES AND COMPENSATION.  Directors will 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 will 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.

     25.  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 provided in the 
resolution of the Board of Directors will have and may exercise all

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the powers and authority of the Board of Directors in the management of the 
business and affairs of the corporation, including without limitation the 
power or authority to declare a dividend, to authorize the issuance of stock 
and to adopt a certificate of ownership and merger, and may authorize the 
seal of the corporation to be affixed to all papers which may require it; but 
no such committee will have the power or authority in reference to amending 
the Certificate of Incorporation (except that a committee may, to the extent 
authorized in the resolution or resolutions providing for the issuance of 
shares of stock adopted by the Board of Directors fix the designations and 
any of the preferences or rights of such shares relating to dividends, 
redemption, dissolution, any distribution of assets of the corporation or the 
conversion into, or the exchange of such shares for, shares of any other 
class or classes or any other series of the same or any other class or 
classes of stock of the corporation or fix the number of shares of any series 
of stock or authorize the increase or decrease of the shares of any series), 
adopting an agreement of merger or consolidation, recommending to the 
stockholders the sale, lease or exchange of all or substantially all of the 
corporation's property and assets, recommending to the stockholders a 
dissolution of the corporation or a revocation of a dissolution, or amending 
the bylaws of the corporation.

     (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 will consist of one (1) or more members of the 
Board of Directors and will have such powers and perform such duties as may 
be prescribed by the resolution or resolutions creating such committees, but 
in no event will such committee have the powers denied to the Executive 
Committee in these Bylaws.

     (c)  TERM.  Each member of a committee of the Board of Directors will 
serve a term on the committee coexistent with such member's term on the Board 
of Directors.  The Board of Directors, subject to the provisions of 
subsections (a) or (b) of this Bylaw 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 will 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 will otherwise provide, 
regular meetings of the Executive Committee or any other committee appointed 
pursuant to this Section 25 will 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

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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 will 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 will be the act of such committee.

     26.  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 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, will preside over the meeting. 
The Secretary, or in his absence, an assistant secretary directed to do so 
by the President, will act as secretary of the meeting.

                                      ARTICLE V

                                       OFFICERS

     27.  OFFICERS DESIGNATED.  The officers of the corporation will include, 
if and when designated by the Board of Directors, the Chairman of the Board 
of Directors, the President, one or more Vice Presidents, the Secretary, the 
Chief Financial Officer, all of whom will be elected at the annual 
organizational meeting of the Board of Directors.  The Board of Directors may 
also appoint other officers and agents with such powers and duties as it will 
deem necessary. The Board of Directors may assign such additional titles to 
one or more of the officers as it will deem appropriate.  The Board of 
Directors may empower the chief executive officer of the corporation to 
appoint such officers, other than the Chairman of the Board, President, 
Secretary or Chief Financial Officer, as the business of the corporation may 
require.  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 will be fixed by or 
in the manner designated by the Board of Directors.

     28.  TENURE AND DUTIES OF OFFICERS.

     (a)  GENERAL.  All officers will hold office at the pleasure of the 
Board of Directors and until their successors will 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, will preside at all meetings of the 
stockholders and the Board of Directors.  The Chairman of the Board of 
Directors will perform other duties commonly incident to his office and will 
also perform such other duties and have such other powers as the Board of 
Directors will designate from time to time.  If there is no President, then 
the Chairman of the Board of Directors will also serve as the general manager 
and chief executive officer of the corporation and will have the powers and 
duties prescribed in paragraph (c) of this Section 28.

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     (c)  DUTIES OF PRESIDENT.  The President will 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 will be general manager and chief executive officer of the 
corporation and will, 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 will have discretion to prescribe the duties 
of other officers and employees of the corporation in a manner not 
inconsistent with the provisions of these bylaws and the directions of the 
Board of Directors.  The President will perform other duties commonly 
incident to his office and will also perform such other duties and have such 
other powers as the Board of Directors will designate from time to time.

     (d)  DUTIES OF VICE PRESIDENTS.  The Vice Presidents, in order of their 
rank as fixed by the Board of Directors, or if not ranked, the Vice President 
designated by the Board of Directors, 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 will perform other duties 
commonly incident to their office and will also perform such other duties and 
have such other powers as the Board of Directors or the President will 
designate from time to time.

     (e)  DUTIES OF SECRETARY.  The Secretary will attend all meetings of the 
stockholders and of the Board of Directors and will record all acts and 
proceedings thereof in the minute book of the corporation.  The Secretary 
will 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 will perform all other duties given 
him in these Bylaws and other duties commonly incident to his office and will 
also perform such other duties and have such other powers as the Board of 
Directors will designate from time to time.  If any assistant secretaries are 
appointed, the President may direct the assistant secretary or one of the 
assistant secretaries in the order of their rank as fixed by the Board of 
Directors or, if they are not so ranked, the assistant secretary designated 
by the Board of Directors, to assume and perform the duties of the Secretary 
in the absence or disability of the Secretary, and each Assistant Secretary 
will perform other duties commonly incident to his office and will also 
perform such other duties and have such other powers as the Board of 
Directors or the President will designate from time to time.

     (f)  DUTIES OF CHIEF FINANCIAL OFFICER.  The Chief Financial Officer 
will be responsible for all functions and duties of the treasurer of the 
corporation. The Chief Financial Officer will keep or cause to be kept the 
books of account of the corporation in a thorough and proper manner and will 
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, subject to the order of the Board of Directors, will 
have the custody of all funds and securities of the corporation.  The Chief 
Financial Officer will perform other duties commonly incident to his office 
and will also perform such other duties and have such other powers as the 
Board of Directors or the President will designate from time to time.  If any 
assistant financial officers are appointed, the President may direct the 
assistant financial officer, or one of the assistant financial officers, if 
there are more than one, in the order of their rank as fixed by the Board of 
Directors or if they are not so ranked, the assistant financial officer 
designated by the Board of Directors, to assume and perform the duties of the 
Chief Financial Officer in the absence or disability of the Chief Financial 
Officer, and each assistant financial officer will perform other duties 
commonly incident to his office and will also perform such other duties and 
have such other powers as the Board of Directors or the President will 
designate from time to time.

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     29.  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.

     30.  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 will 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 will become effective at such later time.  Unless 
otherwise specified in such notice, the acceptance of any such resignation 
will not be necessary to make it effective.  Any resignation will be without 
prejudice to the rights, if any, of the corporation under any contract with 
the resigning officer.

     31.  REMOVAL.  Any officer may be removed from office at any time with 
cause by the affirmative vote of a majority of the directors in office at the 
time, or by the unanimous written consent of the directors in office at 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

     32.  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 will 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, will 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.  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 will 
be signed by such person or persons as the Board of Directors will 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 will 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.

     33.  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, will be voted, and all proxies with 
respect thereto will be executed, by the person authorized so

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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

     34.  FORM AND EXECUTION OF CERTIFICATES.  Certificates for the shares of 
stock of the corporation will be in such form as is consistent with the 
Certificate of Incorporation and applicable law.  Every holder of stock in 
the corporation will 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 
President or any Vice President and by the Chief Financial Officer or 
assistant financial officer or the Secretary or assistant secretary, 
certifying the number of shares owned by him in the corporation.  Any or all 
of the signatures on the certificate may be facsimiles.  In case any officer, 
transfer agent, or registrar who has signed or whose facsimile signature has 
been placed upon a certificate will 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 will state upon the face or back 
thereof, in full or in summary, all of the powers, designations, preferences, 
and rights, and the limitations or restrictions of the shares authorized to 
be issued or will, except as otherwise required by law, set forth on the face 
or back a statement that the corporation will furnish without charge to each 
stockholder who so requests the powers, designations, preferences and 
relative, participating, optional, or other special rights of each class of 
stock or series thereof and the qualifications, limitations or restrictions 
of such preferences and/or rights.  Within a reasonable time after the 
issuance or transfer of uncertificated stock, the corporation will send to 
the registered owner thereof a written notice containing the information 
required to be set forth or stated on certificates pursuant to this section 
or otherwise required by law or with respect to this section a statement that 
the corporation will furnish without charge to each stockholder who so 
requests the powers, designations, preferences and relative participating, 
optional or other special rights of each class of stock or series thereof and 
the qualifications, limitations or restrictions of such preferences and/or 
rights.  Except as otherwise expressly provided by law, the rights and 
obligations of the holders of certificates representing stock of the same 
class and series will be identical.

     35.  LOST CERTIFICATES.  A new certificate or certificates will 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 will 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.

     36.  TRANSFERS.

     (a)  Transfers of record of shares of stock of the corporation will 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.

                                         -61-
<PAGE>

     (b)  The corporation will 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.

     37.  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 will not precede the date upon which the resolution 
fixing the record date is adopted by the Board of Directors, and which record 
date will 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 will 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 will apply to any adjournment of the 
meeting; PROVIDED, HOWEVER, that the Board of Directors may fix a new record 
date for the adjourned meeting.

     38.  REGISTERED STOCKHOLDERS.  The corporation will 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 will 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 will have 
express or other notice thereof, except as otherwise provided by the laws of 
Delaware.

                                     ARTICLE VIII



                         OTHER SECURITIES OF THE CORPORATION

     39.  EXECUTION OF OTHER SECURITIES.  All bonds, debentures and other 
corporate securities of the corporation, other than stock certificates 
(covered in Section 34), 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 assistant financial officer; PROVIDED, HOWEVER, that where any 
such bond, debenture or other corporate security will be authenticated by the 
manual signature, or where permissible facsimile signature, of a trustee 
under an indenture pursuant to which such bond, debenture or other corporate 
security will be issued, the signatures of the persons signing 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, will be signed by the Chief 
Financial Officer or assistant financial officer 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 will have signed or attested any bond, debenture or other 
corporate security, or whose facsimile signature will appear thereon or on 
any such interest coupon, will have ceased to be such officer before the 
bond, debenture or other corporate security so signed or attested will have 
been delivered, such bond, debenture or other corporate security nevertheless 
may be adopted by the corporation and

                                         -62-
<PAGE>


issued and delivered as though the person who signed the same or whose 
facsimile signature will have been used thereon had not ceased to be such 
officer of the corporation.

                                      ARTICLE IX



                                      DIVIDENDS

     40.  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.

     41.  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 will 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

     42.  FISCAL YEAR.  The fiscal year of the corporation will be fixed by 
resolution of the Board of Directors.

                                      ARTICLE XI



                                   INDEMNIFICATION

     43.  INDEMNIFICATION OF DIRECTORS, EXECUTIVE OFFICERS, OTHER OFFICERS, 
EMPLOYEES AND OTHER AGENTS.

     (a)  DIRECTORS AND EXECUTIVE OFFICERS.  The corporation will indemnify 
its directors and executive officers (for the purposes of this Article XI, 
"executive officers will have the meaning defined in Rule 3b-7 promulgated 
under the 1934 Act) to the fullest extent not prohibited by the Delaware 
General Corporation Law; PROVIDED, HOWEVER, that the corporation may modify 
the extent of such indemnification by individual contracts with its directors 
and executive officers; and, PROVIDED, FURTHER, that the corporation will not 
be required to indemnify any director or executive officer in connection with 
any proceeding (or part thereof) initiated by such person 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, (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 or (iv) such indemnification is required to be made under 
subsection (d).

                                         -63-
<PAGE>

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

     (c)  EXPENSES.  The corporation will advance to 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, by reason of the fact that he is or was a director or 
executive officer, of the corporation, or is or was serving at the request of 
the corporation as a director or executive officer of another corporation, 
partnership, joint venture, trust or other enterprise, prior to the final 
disposition of the 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.

Notwithstanding the foregoing, unless otherwise determined pursuant to
paragraph (e) of this Bylaw, no advance will be made by the corporation to an
executive officer of the corporation (except by reason of the fact that such
executive officer is or was a director of the corporation in which event this
paragraph will not apply) in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, if a determination is reasonably and
promptly made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding, or (2) if such
quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, that
the facts known to the decision-making party at the time such determination is
made demonstrate clearly and convincingly that such person acted in bad faith or
in a manner that such person did not believe to be in or not opposed to the best
interests of the corporation.

     (d)  ENFORCEMENT.  Without the necessity of entering into an express 
contract, all rights to indemnification and advances to directors and 
executive officers under this Bylaw will 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 will be enforceable by or on behalf of the person holding such right 
in any court of competent jurisdiction if (1) the claim for indemnification 
or advances is denied, in whole or in part, or (2) 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, will be entitled 
to be paid also the expense of prosecuting his claim.  In connection with any 
claim for indemnification, the corporation will 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.  In 
connection with any claim by an executive officer of the corporation (except 
in any action, suit or proceeding, whether civil, criminal, administrative or 
investigative, by reason of the fact that such executive officer is or was a 
director of the corporation) for advances, the corporation will be entitled 
to raise a defense as to any such action clear and convincing evidence that 
such person acted in bad faith or in a manner that such person did not 
believe to be in or not opposed to the best interests of the corporation, or 
with respect to any criminal action or proceeding that such person acted 
without reasonable cause to believe that his conduct was lawful. 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

                                         -64-
<PAGE>

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, will be a defense to the action or 
create a presumption that claimant has not met the applicable standard of 
conduct.  In any suit brought by a director or executive officer to enforce a 
right to indemnification or to an advancement of expenses hereunder, the 
burden of proving that the director or executive officer is not entitled to 
be indemnified, or to such advancement of expenses, under this Article XI or 
otherwise will be on the corporation.

     (e)  NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any person by 
this Bylaw will 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.

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

     (g)  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.

     (h)  AMENDMENTS.  Any repeal or modification of this Bylaw will only be 
prospective and will 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.

     (i)  SAVING CLAUSE.  If this Bylaw or any portion hereof will be 
invalidated on any ground by any court of competent jurisdiction, then the 
corporation will nevertheless indemnify each director and executive officer 
to the full extent not prohibited by any applicable portion of this Bylaw 
that will not have been invalidated, or by any other applicable law.

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

              (1) The term "proceeding" will be broadly construed and will 
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" will be broadly construed and will 
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.

                                         -65-
<PAGE>

              (3)  The term the "corporation" will 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, will 
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," "executive officer," 
"officer," "employee," or "agent" of the corporation will include, without 
limitation, situations where such person is serving at the request of the 
corporation as, respectively, a director, executive officer, officer, 
employee, trustee or agent of another corporation, partnership, joint 
venture, trust or other enterprise.

              (5)  References to "other enterprises" will include employee 
benefit plans; references to "fines" will 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" will 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 will be deemed to have acted in a manner "not opposed to the best 
interests of the corporation" as referred to in this Bylaw.

                                     ARTICLE XII

                                       NOTICES

     44.  NOTICES.

     (a)  NOTICE TO STOCKHOLDERS.  Whenever, under any provisions of these 
Bylaws, notice is required to be given to any stockholder, it will 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 will be sent to such address as such director will 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)  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

                                         -66-
<PAGE>

the time and method of giving the same, will in the absence of fraud, be prima
facie evidence of the facts therein contained.

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

     (e)  METHODS OF NOTICE.  It will 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.

     (f)  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, will not be affected or extended in 
any manner by the failure of such stockholder or such director to receive 
such notice.

     (g)  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 such notice to such person will 
not be required and there will 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 will be taken or held without notice to 
any such person with whom communication is unlawful will 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 will 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.

     (h)  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 will not be required.  Any action or meeting which will be 
taken or held without notice to such person will have the same force and 
effect as if such notice had been duly given.  If any such person will 
deliver to the corporation a written notice setting forth his then current 
address, the requirement that notice be given to such person will 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.

                                         -67-
<PAGE>

                                     ARTICLE XIII

                                      AMENDMENTS

     45.  AMENDMENTS.

     Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be 
altered or amended or new Bylaws adopted by the affirmative vote of at least 
sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the 
then-outstanding shares of the Voting Stock.  The Board of Directors will 
also have the power to adopt, amend, or repeal Bylaws.

                                     ARTICLE XIV

                                  LOANS TO OFFICERS

     46.  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 will approve, including, without 
limitation, a pledge of shares of stock of the corporation.  Nothing in these 
Bylaws  will 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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