Exhibit 3.3

                                     BYLAWS

                                       OF

                                   SCOOP, INC.,
                             a Delaware corporation
<PAGE>

                                 TABLE OF CONTENTS
                                 -----------------
                                                                          Page
                                                                          ----
ARTICLE I OFFICES.........................................................  1

   Section 1.1   Registered Office......................................... 1
   Section 1.2   Other Offices............................................. 1

ARTICLE II MEETINGS OF STOCKHOLDERS........................................ 1
   Section 2.1   Place of Meetings......................................... 1
   Section 2.2   Annual Meeting of Stockholders............................ 1
   Section 2.3   Quorum; Adjourned Meetings and Notice Thereof............. 1
   Section 2.4   Voting.................................................... 2
   Section 2.5   Proxies................................................... 2
   Section 2.6   Special Meetings.......................................... 2
   Section 2.7   Notice of Stockholder's Meetings.......................... 2
   Section 2.8   Stockholder Proposals..................................... 2
   Section 2.9   Maintenance and Inspection of Stockholder List............ 3

ARTICLE III DIRECTORS...................................................... 3

   Section 3.1   Number, Election and Tenure............................... 3
   Section 3.2   Vacancies................................................. 4
   Section 3.3   Notification of Nomination................................ 4
   Section 3.4   Powers.................................................... 5
   Section 3.5   Directors' Meetings....................................... 5
   Section 3.6   Regular Meetings.......................................... 5
   Section 3.7   Special Meetings.......................................... 5
   Section 3.8   Quorum.................................................... 5
   Section 3.9   Action Without Meeting.................................... 6
   Section 3.10  Telephonic Meetings....................................... 6
   Section 3.11  Committees of Directors................................... 6
   Section 3.12  Minutes of Committee Meetings............................. 6
   Section 3.13  Compensation of Directors................................. 6
   Section 3.14  Indemnification........................................... 7

ARTICLE IV OFFICERS........................................................ 9

   Section 4.1   Officers.................................................. 9
   Section 4.2   Election of Officers...................................... 9
   Section 4.3   Subordinate Officers...................................... 9
   Section 4.4   Compensation of Officers.................................. 9
   Section 4.5   Term of Office; Removal and Vacancies..................... 9
   Section 4.6   Chairman of the Board..................................... 9
   Section 4.7   President.................................................10
   Section 4.8   Vice President............................................10
   Section 4.9   Secretary................................................ 10
   Section 4.10  Assistant Secretaries.................................... 10

                                   i
<PAGE>

                           TABLE OF CONTENTS (Cont')
                           -------------------------
                                                                         Page
                                                                        -----
   Section 4.11  Chief Financial Officer................................. 10
   Section 4.12  Assistant Treasurer..................................... 11

ARTICLE V CERTIFICATES OF STOCK.......................................... 11

   Section 5.1   Certificates............................................ 11
   Section 5.2   Signatures on Certificates.............................. 11
   Section 5.3   Statement of Stock Rights, Preferences, Privileges...... 11
   Section 5.4   Lost Certificates....................................... 12
   Section 5.5   Transfers of Stock...................................... 12
   Section 5.6   Fixing Record Date...................................... 12
   Section 5.7   Registered Stockholders................................. 12

ARTICLE VI GENERAL PROVISIONS............................................ 13

   Section 6.1   Dividends............................................... 13
   Section 6.2   Payment of Dividends.................................... 13
   Section 6.3   Checks.................................................. 13
   Section 6.4   Fiscal Year............................................. 13
   Section 6.5   Corporate Seal.......................................... 13
   Section 6.6   Manner of Giving Notice................................. 13
   Section 6.7   Waiver of Notice........................................ 13
   Section 6.8   Annual Statement........................................ 13
   Section 6.9   Minutes and Accounting Records.......................... 14

ARTICLE VII AMENDMENTS................................................... 14

                                     ii
<PAGE>

                                     BYLAWS

                                       OF

                                  SCOOP, INC.,
                             a Delaware corporation

                                    ARTICLE I
                                     OFFICES
                                ---------------

     Section 1.1 REGISTERED  OFFICE.  The registered office shall be in the City
of Dover, County of Kent, State of Delaware.

     Section 1.2 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 or the business of the corporation may
require.

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

     Section 2.1 PLACE OF MEETINGS.  Meetings of  stockholders  shall be held at
any place  within or without  the State of Delaware  designated  by the Board of
Directors. In the absence of any such designation,  stockholders' meetings shall
be held at the principal executive office of the corporation. Section 2.2 ANNUAL
MEETING OF STOCKHOLDERS.  The annual meeting of stockholders  shall be held each
year on a date and a time  designated by the Board of Directors.  At each annual
meeting  directors  shall  be  elected  and any  other  proper  business  may be
transacted.

     Section 2.3 QUORUM;  ADJOURNED  MEETINGS AND NOTICE THEREOF.  A majority of
the  stock  issued  and  outstanding  and  entitled  to vote at any  meeting  of
stockholders,  the  holders  of which are  present in person or  represented  by
proxy,  shall  constitute  a quorum for the  transaction  of business  except as
otherwise  provided by law, by the  Certificate  of  Incorporation,  or by these
Bylaws.  A quorum,  once  established,  shall not be broken by the withdrawal of
enough  votes to leave less than a quorum and the votes  present may continue to
transact  business  until  adjournment.  If,  however,  such quorum shall not be
present or  represented  at any meeting of the  stockholders,  a majority of the
voting stock represented in person or by proxy may 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 notified. If the adjournment is for
more than thirty days,
<PAGE>

or if  after  the  adjournment  a new  record  date is fixed  for the  adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote thereat.

     Section 2.4 VOTING.  When a quorum is present at any  meeting,  the vote of
the holders of a majority of the stock having  voting power present in person or
represented  by proxy shall decide any  question  brought  before such  meeting,
unless the question is one upon which by express  provision of the statutes,  or
the Certificate of Incorporation,  or these Bylaws, a different vote is required
in which case such  express  provision  shall govern and control the decision of
such question.

     Section 2.5 PROXIES. At each meeting of the stockholders,  each stockholder
having the right to vote may vote in person or may authorize  another  person or
persons to act for him by proxy appointed by an instrument in writing subscribed
by such  stockholder  and bearing a date not more than three years prior to said
meeting,  unless said instrument  provides for a longer period. All proxies must
be filed with the Secretary of the  corporation at the beginning of each meeting
in order to be counted in any vote at the meeting.  Each stockholder  shall have
one vote for each share of stock having voting power,  registered in his name on
the books of the corporation on the record date set by the Board of Directors as
provided in Article V, Section 5.6 hereof.  All  elections  shall be had and all
questions decided by a plurality vote.

     Section 2.6 SPECIAL  MEETINGS.  Special meetings of the stockholders of the
corporation  for any purpose or purposes  may be called at any time by the Board
of  Directors,  the  Chairman of the Board of  Directors,  the  President of the
corporation or stockholders holding shares entitled to cast not less than 10% of
the  votes  at  such  meeting.  Special  meetings  of  the  stockholders  of the
corporation may not be called by any other person or persons.

     Section 2.7 NOTICE OF  STOCKHOLDER'S  MEETINGS.  Whenever  stockholders are
required or permitted to take any action at a meeting,  a written  notice of the
meeting shall be given which notice shall state the place,  date and hour of the
meeting,  and, in the case of a special  meeting,  the  purpose or purposes  for
which the meeting is called. The written notice of any meeting shall be given to
each  stockholder  entitled  to vote at such  meeting not less than ten nor more
than sixty days before the date of the meeting. If mailed,  notice is given when
deposited  in  the  United  States  mail,  postage  prepaid,   directed  to  the
stockholder at his address as it appears on the records of the corporation.

     Section 2.8 STOCKHOLDER  PROPOSALS.  At an annual meeting of  stockholders,
only such business shall be conducted,  and only such  proposals  shall be acted
upon,  as shall have been  brought  before the annual  meeting (a) by, or at the
direction  of, a majority of the  directors,  or (b) by any  stockholder  of the
corporation  who complies with the notice  procedures  set forth in this Section
2.8.  For a  proposal  to be  properly  brought  before an annual  meeting  by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the corporation.  To be timely, a stockholder's  notice must be
delivered to, or mailed and received at, the principal  executive offices of the
corporation  not  less  than 60 days  prior  to the  scheduled  annual  meeting,
regardless of any postponements,  deferrals or adjournments of that meeting to a
later date; provided, however, that if less than 70 days' notice or prior public
disclosure of the date of the scheduled annual meeting is given or made,  notice
by the

                                       2
<PAGE>

stockholder,  to be timely,  must be so delivered or received not later than the
close of  business  on the tenth day  following  the earlier of the day on which
such notice of the date of the scheduled annual meeting was mailed or the day on
which such public  disclosure was made. A stockholder's  notice to the Secretary
shall set forth as to each matter the  stockholder  proposes to bring before the
annual  meeting (a) a brief  description  of the proposal  desired to be brought
before the annual  meeting and the reasons for  conducting  such business at the
annual meeting,  (b) the name and address,  as they appear on the  corporation's
books,  of the  stockholder  proposing such business and any other  stockholders
known by such  stockholder  to be supporting  such  proposal,  (c) the class and
number of shares of the corporations's stock which are beneficially owned by the
stockholder on the date of such stockholder notice and by any other stockholders
known by such  stockholder  to be  supporting  such proposal on the date of such
stockholder  notice,  and (d) any financial  interest of the stockholder in such
proposal.  The  presiding  officer of the annual  meeting  shall  determine  and
declare at the annual  meeting  whether  the  stockholder  proposal  was made in
accordance  with  the  terms  of this  Section  2.8.  If the  presiding  officer
determines that a stockholder proposal was not made in accordance with the terms
of this  Section  2.8,  he shall so declare at the annual  meeting  and any such
proposal shall not be acted upon at the annual meeting.

     This  provision  shall  not  prevent  the  consideration  and  approval  or
disapproval  at the  annual  meeting  of  reports  of  officers,  directors  and
committees of the Board of Directors,  but, in connection with such reports,  no
new business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.

     Section 2.9 MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST. The officer who
has charge of the stock ledger of the  corporation  shall  prepare and make,  at
least ten days before  every  meeting of  stockholders,  a complete  list of the
stockholders  entitled to vote at the meeting,  arranged in alphabetical  order,
and showing the address of each stockholder and the number of shares  registered
in the name of each  stockholder.  Such list shall be open to the examination of
any  stockholder,  for any  purpose  germane  to the  meeting,  during  ordinary
business hours,  for a period of at least ten days prior to the meeting,  either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting,  or, if not so  specified,  at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and  place  of the  meeting  during  the  whole  time  thereof,  and may be
inspected by any stockholder who is present.

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

     Section 3.1 NUMBER, ELECTION AND TENURE. The authorized number of directors
which shall  constitute the whole Board shall not be less than five (5) nor more
than nine (9). The exact number of directors shall be fixed by a resolution duly
adopted by the Board of Directors.

                                         3
<PAGE>

     When permitted  under  applicable  law, the directors shall be divided into
three classes, as nearly equal in number as possible, with a term of three years
each,  and the term of office of one class  shall  expire  each year.  One class
shall hold  initially  for a term  expiring at the first  annual  meeting of the
stockholders  following  classification  of the Board,  another class shall hold
office  initially  for a term  expiring  at the  second  annual  meeting  of the
stockholders following classification of the Board, and another class shall hold
office initially for a term expiring at the third annual meeting of stockholders
following  classification of the Board.  Beginning with the first annual meeting
of the  stockholders  and each succeeding  annual meeting of  stockholders,  the
directors of the class of  directors  whose term expires at such meeting will be
elected  to hold  office  for a term  expiring  at the third  succeeding  annual
meeting.  Each  director  will hold office for the term for which the is elected
and until his successor is duly elected and qualified;  provided,  however, that
unless otherwise restricted by the Certificate of Incorporation or these Bylaws,
any or all of the directors of the corporation may be removed from office by the
stockholders at any annual or special meeting of stockholders by the affirmative
vote of a majority of the outstanding shares of Common Stock of the corporation,
the notice of which shall state that the removal of a director or  directors  is
among the purposes of the meeting.

     Section 3.2  VACANCIES.  Vacancies  on the Board of  Directors by reason of
death,  resignation,  retirement,  disqualification,  removal  from  office,  or
otherwise,  and newly created  directorships  resulting from any increase in the
authorized  number of  directors  shall be filled  solely by a  majority  of the
directors  then in office,  although less than a quorum,  or by a sole remaining
director.  Any director elected in accordance with the preceding  sentence shall
hold office for the remainder of the full term of the new  directorship  created
or the  directorship  in which the vacancy  occurred  and until such  director's
successor shall have been duly elected and qualified.  No decrease in the number
of directors  constituting  the Board of Directors shall shorten the term of any
incumbent director.

     Section 3.3 NOTIFICATION OF NOMINATION.  Subject to the rights,  if any, of
the holders of shares of Preferred Stock then outstanding,  if any, only persons
who are nominated in accordance with the following  procedures shall be eligible
for election as  directors.  Nominations  of person 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,  by any nominating  committee or person
appointed by the Board,  or by any  stockholder of the  corporation  entitled to
vote for the election of  directors at the meeting who complies  with the notice
procedures  set forth in this Section 3.3.  Such  nominations,  other than those
made by or at the  direction  of the  Board or by any  nominating  committee  or
person  appointed  by the  Board,  shall be made  pursuant  to timely  notice in
writing to the  Secretary  of the  corporation.  To be timely,  a  stockholder's
notice must be delivered to, or mailed and received at, the principal  executive
offices of the corporation  not less than 60 days prior to the scheduled  annual
meeting,  regardless of any  postponements,  deferrals or  adjournments  of that
meeting to a later date; provided, however, that if less than 70 days' notice or
prior public  disclosure of the date of the scheduled annual meeting is given or
made, notice by the stockholder,  to be timely, must be so delivered or received
not later than the close of business on the tenth day  following  the earlier of
the day on which such  notice of the date of the  scheduled  annual  meeting was
mailed or the day on which such  public  disclosure  was made.  A  stockholder's
notice to the Secretary shall set forth

                                       4
<PAGE>

(a) as to each person whom the stockholder  proposes to nominate for election or
reelection  as a director,  (i) the name,  age,  business  address and residence
address of the person,  (ii) the principal  number of shares of capital stock of
the corporation  which are beneficially  owned by the person and (iii) any other
information  relating  to  the  person  that  is  required  to be  disclosed  in
solicitations  for proxies for election of directors  pursuant to Rule 14a under
the Securities  Exchange Act of 1934, as amended;  and (b) as to the stockholder
giving the notice, (i) the name and address, as they appear on the corporation's
books,  of the  stockholder  and (ii) the  class  and  number  of  shares of the
corporation's  stock which are beneficially owned by the stockholder on the date
on such stockholder  notice. The corporation may require any proposed nominee to
furnish such other  information as may reasonably be required by the corporation
to determine the  eligibility  of such proposed  nominee to serve as director of
the corporation.

     The presiding  officer of the annual meeting shall determine and declare at
the annual meeting  whether the nomination was made in accordance with the terms
of this Section 3.3. If the presiding  officer  determines that a nomination was
not made in  accordance  with the terms of this Section 3.3, he shall so declare
at the annual meeting and any such defective nomination shall be disregarded.

     Section 3.4 POWERS.  The property and business of the corporation  shall be
managed by or under the direction of its Board of Directors.  In addition to the
powers and authorities by these Bylaws expressly  conferred upon them, the Board
may exercise all such powers of the  corporation and do all such lawful acts and
things as are not by statute or by the Certificate of  Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.

     Section 3.5 DIRECTORS' MEETINGS.  The directors may hold their meetings and
have one or more offices,  and keep the books of the corporation  outside of the
State of Delaware.

     Section 3.6 REGULAR  MEETINGS.  Regular  meetings of the Board of Directors
may be held without  notice at such time and place as shall from time to time be
determined by the Board.

     Section 3.7 SPECIAL  MEETINGS.  Special  meetings of the Board of Directors
may be called by the President on  forty-eight  hours' notice to each  director,
either personally or by mail or by telegram; special meetings shall be called by
the  President or the Secretary in like manner and on like notice on the written
request of two  directors  unless the Board  consists of only one  director;  in
which case  special  meetings  shall be called by the  President or Secretary in
like manner or on like notice on the written request of the sole director.

     Section 3.8 QUORUM. At all meetings of the Board of Directors a majority of
the  authorized  number  of  directors  shall be  necessary  and  sufficient  to
constitute a quorum for the transaction of business,  and the vote 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,  except as may be otherwise specifically provided
by statute,  by the Certificate of Incorporation or by these Bylaws. If a quorum
shall not be present  at any  meeting of the Board of  Directors  the  directors
present

                                       5
<PAGE>

thereat may adjourn the meeting  from time to time,  without  notice  other than
announcement  at the  meeting,  until a  quorum  shall be  present.  If only one
director is authorized, such sole director shall constitute a quorum.

     Section 3.9 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 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 or committee.

     Section  3.10  TELEPHONIC  MEETINGS.  Unless  otherwise  restricted  by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors,
or any  committee  designated by the Board of Directors,  may  participate  in a
meeting of the Board of  Directors,  or any  committee,  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the meeting can hear each other,  and such  participation in a
meeting shall constitute presence in person at such meeting.

     Section  3.11  COMMITTEES  OF  DIRECTORS.  The Board of  Directors  may, by
resolution  passed by a  majority  of the  whole  Board,  designate  one or more
committees,  each such  committee to consist of one or more of the  directors of
the  corporation.  The Board may  designate  one or more  directors as alternate
members of any committee,  who may replace any absent or disqualified  member at
any meeting of the committee.  In the absence or disqualification of a member of
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.  Any such
committee,  to the extent  provided in the resolution of the Board of Directors,
shall  have and may  exercise  all the  powers  and  authority  of the  Board of
Directors in the management of the business and affairs of the corporation,  and
may authorize the seal of the  corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the Certificate of Incorporation, 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;  and,  unless  the
resolution or the  Certificate of  Incorporation  expressly so provide,  no such
committee  shall  have the  power or  authority  to  declare  a  dividend  or to
authorize  the issuance of stock.  Section  3.12 MINUTES OF COMMITTEE  MEETINGS.
Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors when required.

     Section 3.13 COMPENSATION OF DIRECTORS.  Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws,  the Board of Directors shall have
the authority to fix the  compensation  of directors.  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

                                       6
<PAGE>

compensation therefor.  Members of special or standing committees may be allowed
like   compensation   for   attending   committee    meetings.

     Section 3.14  INDEMNIFICATION.

     (a) The  corporation  shall indemnify any person who was or is made 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 he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his 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 the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had reasonable cause to believe that his conduct was unlawful.

     (b) 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 he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no such indemnification  shall be made in respect of
any claim,  issue or matter as to which such person shall have been  adjudged to
be liable for  negligence or misconduct  in the  performance  of his duty to the
corporation unless and only to the extent that the Court of Chancery of Delaware
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 such Court of  Chancery or such other court
shall deem proper.

     (c) To the  extent  that a  director,  officer,  employee  or  agent of the
corporation  shall be  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to in paragraphs (a) and (b), or in defense
of any claim, issue or matter therein,  he shall be indemnified against expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

                                     7
<PAGE>

     (d) Any  indemnification  under paragraphs (a) and (b) (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,  officer, employee or
agent is proper in the circumstances  because he has met the applicable standard
of conduct set forth in paragraphs (a) and (b). Such determination shall be made
(1) 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 (2) 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 (3) by the stockholders.

     (e)  Expenses  incurred in  defending a civil or criminal  action,  suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action,  suit or  proceeding as authorized by the Board of Directors in the
manner  provided in paragraph (d) upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
corporation as authorized in this Section 3.14.

     (f) The  indemnification  provided by this Section 3.14 shall not be deemed
exclusive of any other rights to which those  indemnified  may be entitled under
any  bylaw,  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 such office,  and shall continue as to a person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

     (g) The Board of  Directors  may  authorize,  by a vote of a majority  of a
quorum of the Board of  Directors,  the  corporation  to purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  him
against such liability under the provisions of this Section 3.14.

     (h) For the purposes of this Section 3.14,  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, 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,  limited liability  company,
trust or other enterprise, shall stand in the same position under the provisions
of this  Section with respect to the  resulting or surviving  corporation  as he
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued. (i) For purposes of this section,  references to "other
enterprises"  shall include employee benefit plans;  references to "fines" shall
include any excise

                                       8
<PAGE>

taxes  assessed  on a person  with  respect to an  employee  benefit  plan;  and
references to "serving at the request of the corporation"  shall include service
as a director,  officer,  employee  or agent of the  corporation  which  imposes
duties on, or involves  services by, such director,  officer,  employee or agent
with respect to an employee benefit plan, its participants or beneficiaries; and
a person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants  and  beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best  interests of
the corporation" as referred to in this section.

                                     ARTICLE IV
                                      OFFICERS
                                     ----------

     Section 4.1 OFFICERS.  The officers of this corporation  shall be chosen by
the Board of Directors and shall include a Chairman of the Board, a President, a
Secretary,  and a Chief Financial Officer.  The corporation may also have at the
discretion  of the  Board of  Directors  such  other  officers  as are  desired,
including one or more Vice  Presidents,  one or more Assistant  Secretaries  and
Assistant Treasurers,  and such other officers as may be appointed in accordance
with the  provisions  of Section 4.3 hereof.  In the event there are two or more
Vice Presidents, then one or more may be designated as Executive Vice President,
Senior Vice President,  or other similar or dissimilar title. At the time of the
election of officers,  the directors  may by  resolution  determine the order of
their  rank.  Any number of offices may be held by the same  person,  unless the
Certificate of Incorporation or these Bylaws otherwise provide.

     Section 4.2  ELECTION OF  OFFICERS.  The Board of  Directors,  at its first
meeting after each annual meeting of stockholders,  shall choose the officers of
the corporation.

     Section 4.3 SUBORDINATE  OFFICERS.  The Board of Directors may appoint such
other  officers  and  agents as it shall  deem  necessary  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.  Section 4.4 COMPENSATION OF
OFFICERS.  The salaries of all officers and agents of the  corporation  shall be
fixed by the  Board  of  Directors.  Section  4.5 TERM OF  OFFICE;  REMOVAL  AND
VACANCIES.  The  officers  of the  corporation  shall hold  office  until  their
successors  are  chosen and  qualify  in their  stead.  Any  officer  elected or
appointed  by  the  Board  of  Directors  may be  removed  at  any  time  by the
affirmative  vote of a majority of the Board of Directors.  If the office of any
officer or officers  becomes vacant for any reason,  the vacancy shall be filled
by the Board of  Directors.  Section 4.6 CHAIRMAN OF THE BOARD.  The Chairman of
the Board,  if such an officer be elected,  shall,  if  present,  preside at all
meetings of the Board of  Directors  and  exercise and perform such other powers
and duties as may be from time to time assigned to him by the Board of Directors
or prescribed by these Bylaws. If there is no President, the Chairman of the

                                      9
<PAGE>

Board shall in addition be the Chief  Executive  Officer of the  corporation and
shall have the powers and duties prescribed in Section 4.7 of this Article IV.

     Section 4.7 PRESIDENT.  Subject to such supervisory  powers, if any, as may
be given by the Board of  Directors  to the  Chairman of the Board,  if there be
such an  officer,  the  President  shall be the Chief  Executive  Officer of the
corporation  and shall,  subject to the control of the Board of Directors,  have
general  supervision,  direction and control of the business and officers of the
corporation.  He shall preside at all meetings of the  stockholders  and, in the
absence of the  Chairman of the Board,  or if there be none,  at all meetings of
the Board of Directors.  He shall be an ex-officio  member of all committees and
shall have the general  powers and duties of  management  usually  vested in the
office of President and Chief Executive Officer of corporations,  and shall have
such other powers and duties as may be  prescribed  by the Board of Directors or
these Bylaws.

     Section 4.8 VICE PRESIDENT.  In the absence or disability of the President,
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, shall
perform all the duties of the  President,  and when so acting shall have all the
powers of and be subject to all the  restrictions  upon the President.  The Vice
Presidents  shall have such other duties as from time to time may be  prescribed
for them,  respectively,  by the Board of Directors.  Section 4.9 SECRETARY. The
Secretary  shall attend all sessions of the Board of Directors  and all meetings
of the stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose; and shall perform like duties for the standing
committees  when required by the Board of Directors.  He shall give, or cause to
be  given,  notice  of all  meetings  of the  stockholders  and of the  Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of  Directors  or these  Bylaws.  He shall keep in safe  custody the seal of the
corporation,  and when authorized by the Board, affix the same to any instrument
requiring  it, and when so affixed it shall be attested by his  signature  or by
the signature of an 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 his signature.

     Section 4.10 ASSISTANT SECRETARIES. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors,  or if  there  be no  such  determination,  the  Assistant  Secretary
designated by the Board of Directors, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform  such other  duties and have such other powers as the Board of Directors
may from time to time prescribe.

     Section 4.11 CHIEF FINANCIAL  OFFICER.  The Chief  Financial  Officer 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. He 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 Board of  Directors,  at its  regular
meetings, or when the Board of Directors so

                                     10
<PAGE>

requires,  an account of all his transactions as Chief Financial  Officer and of
the  financial  condition  of the  corporation.  If  required  by the  Board  of
Directors,  he shall  give the  corporation  a bond,  in such sum and with  such
surety or sureties as shall be satisfactory  to the Board of Directors,  for the
faithful  performance of the duties of his office and for the restoration to the
corporation,  in case of his death,  resignation,  retirement  or  removal  from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the corporation.

    Section 4.12 ASSISTANT TREASURER. The Assistant Treasurer, or if there shall
be more than one, the Assistant  Treasurers in the order determined by the Board
of Directors,  or if there be no such  determination,  the  Assistant  Treasurer
designated by the Board of Directors, shall, in the absence or disability of the
Chief Financial Officer, perform the duties and exercise the powers of the Chief
Financial Officer and shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.

                                  ARTICLE V
                           CERTIFICATES OF STOCK
                           ---------------------

     Section 5.1 CERTIFICATES. Every holder of stock of the corporation shall be
entitled to have a certificate  signed by, or in the name of the corporation by,
the Chairman or Vice Chairman of the Board of  Directors,  or the President or a
Vice  President,  and by the Secretary or an Assistant  Secretary,  or the Chief
Financial Officer or an Assistant  Treasurer of the corporation,  certifying the
number of shares represented by the certificate owned by such stockholder in the
corporation.

     Section 5.2 SIGNATURES ON CERTIFICATES. Any or all of the signatures on the
certificate  may be a  facsimile.  In  case  any  officer,  transfer  agent,  or
registrar  who has signed or whose  facsimile  signature  has been placed upon a
certificate  shall have ceased to be such officer,  transfer agent, or registrar
before such certificate is issued,  it may be issued by the corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.

     Section 5.3  STATEMENT OF STOCK  RIGHTS,  PREFERENCES,  PRIVILEGES.  If the
corporation  shall be  authorized  to issue more than one class of stock or more
than  one  series  of any  class,  the  powers,  designations,  preferences  and
relative, participating, optional or other special rights of each class of stock
or series thereof and the  qualification,  limitations or  restrictions  of such
preferences  and/or  rights shall be set forth in full or summarized on the face
or back of the certificate  which the corporation  shall issue to represent such
class or series of stock, provided that, except as otherwise provided in section
202 of the  General  Corporation  Law of  Delaware,  in  lieu  of the  foregoing
requirements,  there  may be set  forth on the  face or back of the  certificate
which the corporation  shall issue to represent such class or series of stock, 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

                                      11
<PAGE>

of each class of stock or series thereof and the qualifications,  limitations or
restrictions of such preferences and/or rights.

     Section  5.4 LOST  CERTIFICATES.  The Board of  Directors  may direct a new
certificate  or  certificates  to 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.  When
authorizing  such  issue of a new  certificate  or  certificates,  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
certificates, or his legal representative,  to advertise the same in such manner
as it shall require 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 5.5 TRANSFERS OF STOCK.  Upon surrender to the corporation,  or the
transfer agent of the corporation,  of a certificate for shares duly endorsed or
accompanied  by proper  evidence of  succession,  assignation  or  authority  to
transfer,  it shall be the duty of the corporation to issue a new certificate to
the  person  entitled  thereto,  cancel  the  old  certificate  and  record  the
transaction upon its books.

     Section 5.6 FIXING RECORD DATE. In order that the corporation may determine
the  stockholders  entitled  to  notice  of or to  vote  at any  meeting  of the
stockholders,  or any  adjournment  thereof,  or to express consent to corporate
action in  writing  without a meeting,  or  entitled  to receive  payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful  action,  the Board of  Directors  may fix a
record date which shall not be more than sixty nor less than ten days before the
date of such  meeting,  nor more than sixty 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 5.7 REGISTERED  STOCKHOLDERS.  The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and  accordingly  shall not be bound to recognize any equitable or other
claim or interest in such share on the part of any other person,  whether or not
it shall have express or other notice thereof, save as expressly provided by the
laws of the State of Delaware.

                                 12
<PAGE>

                             ARTICLE VI
                         GENERAL PROVISIONS
                         ------------------

     Section 6.1 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 at any regular or special  meeting,  pursuant
to law. Dividends may be paid in cash, in property,  or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.

     Section 6.2 PAYMENT OF DIVIDENDS.  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 directors  from time to time, in their  absolute  discretion,
think  proper  as a  reserve  fund  to  meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the corporation,  or
for such other purpose as the directors  shall think  conducive to the interests
of the corporation, and the directors may abolish any such reserve.

     Section  6.3  CHECKS.  All  checks  or  demands  for money and notes of the
corporation  shall  be  signed  by such  officer  or  officers  as the  Board of
Directors may from time to time designate.

     Section 6.4 FISCAL YEAR. The fiscal year of the corporation  shall be fixed
by resolution of the Board of Directors.

     Section 6.5 CORPORATE SEAL. The corporate seal shall have inscribed thereon
the  name of the  corporation,  the  year  of its  organization  and  the  words
"Corporate Seal,  Delaware".  Said seal may be used by causing it or a facsimile
thereof to be  impressed  or affixed or  reproduced  or  otherwise.  Section 6.6
MANNER OF GIVING  NOTICE.  Whenever,  under the provisions of the statutes or of
the Certificate of  Incorporation  or of these Bylaws,  notice is required to be
given to any director or stockholder, it shall not be construed to mean personal
notice,  but such notice may be given in  writing,  by mail,  addressed  to such
director  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.
Notice to directors may also be given by telegram.

     Section 6.7 WAIVER OF NOTICE.  Whenever  any notice is required to be given
under the provisions of the statutes or of the Certificate of  Incorporation  or
of these Bylaws,  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 to be equivalent.

     Section 6.8 ANNUAL STATEMENT.  The Board of Directors shall present at each
annual meeting,  and at any special meeting of the stockholders  when called for
by vote of the  stockholders,  a full and clear  statement  of the  business and
condition of the corporation.

                                       13
<PAGE>

     Section 6.9 MINUTES AND ACCOUNTING  RECORDS.  The minutes of proceedings of
the  shareholders,  Board of Directors,  and  Committees  of the Board,  and the
accounting books and records shall be kept at the principal  executive office of
the Corporation,  or at such other place or places as designated by the Board of
Directors.  The minutes shall be kept in written form, and the accounting  books
and records  shall be kept either in written  form or in a form capable of being
converted into written form. The minutes and accounting  books and records shall
be open to inspection  during usual  business hours on the written demand of any
shareholder or holder of a voting trust  certificate,  for a purpose  reasonably
related to the holder's interests in the Corporation. The inspection may be made
in person or by an agent or  attorney,  and  includes the right to copy and make
extracts.

                                   ARTICLE VII
                                   AMENDMENTS
                                   ----------

     The Board of  Directors is  expressly  empowered to adopt,  amend or repeal
bylaws  of the  corporation,  without  the  approval  of the  stockholders.  Any
adoption,  amendment  or repeal of  bylaws  of the  corporation  by the Board of
Directors  shall  require  the  approval  of a majority  of the total  number of
authorized  directors  (whether or not there exist any  vacancies in  previously
authorized  directorships  at the time any  resolution  providing  for adoption,
amendment or repeal is presented to the Board). The stockholders shall also have
power to adopt,  amend or repeal the bylaws of the  corporation.  In addition to
any vote of the  holders  of any class or  series  of stock of this  corporation
required by law or by the Certificate of Incorporation,  the affirmative vote of
the  holders of at least  sixty-six  and  two-thirds  percent  (66-2/3%)  of the
outstanding  shares of Common  Stock of the  corporation  shall be  required  to
adopt, amend or repeal any provision of the bylaws of the corporation.

                                       14