AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                COMPU-DAWN, INC.

                                    ARTICLE I
                                     OFFICES

     SECTION 1. REGISTERED  OFFICE. - The registered office shall be established
and  maintained at c/o United  Corporate  Services,  Inc., 15 East North Street,
Dover,  Delaware  19901  and  United  Corporate  Services,  Inc.  shall  be  the
registered agent of this corporation in charge thereof.

     SECTION 2. OTHER OFFICES. - The corporation may have other offices,  either
within or without the State of Delaware, at such place or places as the Board of
Directors may from time to time appoint or the business of the  corporation  may
require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     SECTION 1.  ANNUAL  MEETINGS.  - Annual  meetings of  stockholders  for the
election of directors and for such other business as may be stated in the notice
of the meeting,  shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall  determine  and as set forth in the  notice  of  meeting.  To be  properly
brought before an annual  meeting,  business must be (a) specified in the notice
of meeting (or any  supplement  thereto)  given by, at the  direction of or upon
authority  granted by the Board of Directors,  (b) otherwise  brought before the
meeting  by,  at the  direction  of or upon  authority  granted  by the Board of
Directors,  or (c)  subject to Article VII hereof,  otherwise  properly  brought
before the meeting by a stockholder.  For business to be properly brought before
an annual  meeting by a  stockholder,  the  stockholder  must have given  timely
notice thereof in writing to the Secretary of the  Corporation.  To be timely, a
stockholder's  notice must be received at the principal executive offices of the
Corporation  not less than 60 days nor more than 90 days  prior to the  meeting;
provided, however, that, in the event that less than 70 days' notice of the date
of the meeting is given to  stockholders  and public  disclosure  of the meeting
date,  pursuant to a press  release,  is either not made or is made less than 70
days prior to the meeting date, then notice by the stockholder to be timely must
be so received  not later than the close of business on the tenth day  following
the  earlier  of (a) the day on which  such  notice  of the  date of the  annual
meeting  was  mailed to  stockholders  or (b) the day on which  any such  public
disclosure was made.

     A  stockholder's  notice to the Secretary  must set forth as to each matter
the  stockholder  proposes  to  bring  before  the  annual  meeting  (a) 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, (b) the name and
address, as they appear on the Corporation's books, of the stockholder

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proposing such business,  (c) the class and number of shares of the  Corporation
which are beneficially  owned by the stockholder,  and (d) any material interest
of the stockholder in such business.  Notwithstanding anything in the By-Laws to
the contrary,  but subject to Article II, Section 8 hereof, no business shall be
conducted at an annual  meeting  except in accordance  with the  procedures  set
forth in this Section 1. The Chairman of an annual meeting  shall,  if the facts
warrant,  determine  and declare to the meeting  that  business was not properly
brought before the meeting in accordance  with the provisions of this Section 1,
and, if he should so determine, he shall so declare to the meeting, and any such
business not properly brought before the meeting shall not be transacted.

     If the date of the  annual  meeting  shall fall upon a legal  holiday,  the
meeting  shall be held on the  next  succeeding  business  day.  At each  annual
meeting, the stockholders  entitled to vote shall elect a Board of Directors and
they may transact such other corporate business as shall be stated in the notice
of the meeting.

     SECTION 2. SPECIAL  MEETINGS.  - Special  meetings of stockholders  for any
purpose or purposes may be called by the  President or the Chairman of the Board
of the corporation and such meetings may be held at such time and place,  within
or  without  the State of  Delaware,  as shall be  stated  in the  notice of the
meeting.

     SECTION 3. VOTING.  - Except as otherwise  provided in the  Certificate  of
Incorporation, each stockholder entitled to vote in accordance with the terms of
the Certificate of Incorporation  and in accordance with the provisions of these
By-Laws shall be entitled to one vote, in person or by proxy,  for each share of
stock  entitled  to vote held by such  stockholder,  but no proxy shall be voted
after three years from its date unless such proxy  provides for a longer period.
If the Certificate of Incorporation  provides for more or less than one vote for
any share,  on any matter,  every  reference  in these  By-Laws to a majority or
other  proposition of stock shall refer to such majority or other  proportion of
the  votes of such  stock.  Upon the  demand  of any  stockholder,  the vote for
directors and the vote upon any question before the meeting, shall be by ballot.
All  elections  for  directors  shall be decided by  plurality  vote;  all other
questions shall be decided by majority vote except as otherwise  provided by the
Certificate of Incorporation or the laws of the State of Delaware.

     A  complete  list of the  stockholders  entitled  to  vote  at the  ensuing
election,  arranged in  alphabetical  order,  with the address of each,  and the
number  of  shares  held  by  each,  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.

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     SECTION  4.  QUORUM  . -  Except  as  otherwise  required  by  law,  by the
Certificate of Incorporation or by these By-Laws, the presence,  in person or by
proxy,  of  stockholders  holding a  majority  of the  stock of the  corporation
entitled to vote shall constitute a quorum at all meetings of the  stockholders.
In case a quorum shall not be present at any meeting,  a majority in interest of
the stockholders entitled to vote thereat,  present in person or by proxy, shall
have power to adjourn the meeting from time to time,  without  notice other than
announcement  at the meeting,  until the requisite  amount of stock  entitled to
vote shall be  present.  At any such  adjourned  meeting at which the  requisite
amount of stock  entitled  to vote shall be  represented,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed;  but  only  those  stockholders  entitled  to  vote at the  meeting  as
originally  noticed shall be entitled to vote at any adjournment or adjournments
thereof.  If the  adjournment is for more than thirty (30) days, or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote the meeting.

     SECTION 5. NOTICE OF MEETINGS.  - Written notice,  stating the place,  date
and time of the meeting,  and in the case of a special  meeting,  the purpose or
purposes  for which the  meeting is called,  shall be given to each  stockholder
entitled  to vote  thereat at his  address  as it appears on the  records of the
corporation,  not less than ten nor more than sixty days  before the date of the
meeting. No business other than that stated in the notice shall be transacted at
any meeting without the unanimous  consent of all the  stockholders  entitled to
vote thereat.

     SECTION 6.  ACTION  WITHOUT  MEETING.  - Unless  otherwise  provided by the
Certificate of  Incorporation,  any action required to be taken at any annual or
special meeting of stockholders,  or any action which may be taken at any annual
or special  meeting,  may be taken  without a meeting,  without prior notice and
without a vote,  if a consent  in  writing,  setting  forth the action so taken,
shall be signed by the  holders of  outstanding  stock  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted.  Prompt notice of the taking of the corporate action without a meeting by
less than unanimous  written  consent shall be given to those  stockholders  who
have not consented in writing.

                                   ARTICLE III
                                    DIRECTORS

     SECTION 1. NUMBER AND TERM. - The number of  directors  shall be fixed from
time to time by the Board of Directors of the  corporation.  The directors shall
be elected as provided  below and each director  shall be elected to serve until
his  successor  shall be elected  and shall  qualify.  A director  need not be a
stockholder.

     Unless otherwise  provided in the Certificate of  Incorporation,  directors
shall be elected in three  classes.  The number of directors in each class shall
be  fixed  from  time to time by the  Board  of  Directors  of the  corporation;
provided, however that the number of directors in any class shall not exceed the
number of directors in any other class by more than one. The initial term

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of office of the  first  class of  directors  shall  expire at the first  annual
meeting of stockholders after their election,  the initial term of office of the
second  class  of  directors  shall  expire  at the  second  annual  meeting  of
stockholders  after their  election  and the initial term of office of the third
class of  directors  shall expire at the third  annual  meeting of  stockholders
after their  election.  At each annual meeting of  stockholders  after 1999, the
directors  elected to succeed those whose terms have expired shall be identified
as being of the same class as the directors they succeed and shall be elected to
hold office until the third  succeeding  annual  meeting of  stockholders  after
their election. Notwithstanding the foregoing, however, each director shall hold
office until his successor shall have been duly elected and qualified, unless he
shall resign, become disqualified, disabled or shall otherwise be removed.

     If the  number of  directors  is  changed,  any  increase  or  decrease  in
directors  shall be apportioned  among the classes so as to maintain all classes
as equal in number as possible, and any additional director elected to any class
shall hold  office for a term which  shall  coincide  with the term of the other
directors in such class.  No increase in the number of directors  shall  shorten
the term of any incumbent director.

     Any  vacancy  occurring  in the Board of  Directors  caused  by the  death,
resignation,  or  removal  of a  director,  and any newly  created  directorship
resulting  from an  increase  in the  number  of  directors,  may be filled by a
majority of the  directors  then in office,  although  less than a quorum.  Each
director  chosen to fill a vacancy  or newly  created  directorship  shall  hold
office until the next election of the class for which such  director  shall have
been chosen and until his successor shall be duly elected and qualified.

     Notwithstanding  the foregoing  paragraphs  of this  Section,  whenever the
holders of any preferred stock issued by the  corporation  shall have the right,
voting as a class or otherwise,  to elect directors,  the then authorized number
of  directors  of the  corporation  shall  be  increased  by the  number  of the
additional  directors so to be elected,  and the holders of such preferred stock
shall be entitled, as a class or otherwise,  to elect such additional directors.
Any  directors  so elected  shall hold office  until the next annual  meeting of
stockholders or until their rights to hold such office shall terminate  pursuant
to the provisions of such preferred stock, whichever is earlier.

     SECTION 2.  RESIGNATIONS.  - Any  director,  member of a committee or other
officer may resign at any time. Such resignation  shall be made in writing,  and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the  President  or  Secretary.  The  acceptance  of a
resignation shall not be necessary to make it effective.

     SECTION 3. VACANCIES - If the office of any director, member of a committee
or other officer becomes vacant, the remaining directors in office,  though less
than a quorum by a majority vote, may appoint any qualified  person to fill such
vacancy,  who shall hold office for the  unexpired  term and until his successor
shall be duly chosen.

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     SECTION 4. REMOVAL.  - Any director or directors may be removed  either for
or  without  cause  at any  time by the  affirmative  vote of the  holders  of a
majority  of all the  shares of stock  outstanding  and  entitled  to vote at an
election of  directors  (notwithstanding  the  classification  of the Board into
members having staggered terms), at a special meeting of the stockholders called
for the purpose and the  vacancies  thus  created may be filled,  at the meeting
held for the  purpose of  removal,  by the  affirmative  vote of a  majority  in
interest of the stockholders  entitled to vote, except that any director elected
by the  holders  of  preferred  stock may only be  removed  by the  holders of a
majority  of the shares of that class or series  thereof  entitled to vote at an
election of such director.

     SECTION 5.  INCREASE OF NUMBER.  - The number of directors may be increased
by  amendment  of these  By-Laws by the  affirmative  vote of a majority  of the
directors,  though less than a quorum, or, by the affirmative vote of a majority
in interest of the  stockholders,  at the annual meeting or at a special meeting
called for that purpose, and by like vote the additional directors may be chosen
at such  meeting to hold office  until the next annual  election and until their
successors are elected and qualify.

     SECTION 6.  POWERS.  - The Board of  Directors  shall  exercise  all of the
powers of the  corporation  except such as are by law, or by the  Certificate of
Incorporation of the corporation or by these By-Laws  conferred upon or reserved
to the stockholders.

     SECTION 7.  COMMITTEES.  - The Board of Directors may designate one or more
committees,  each  committee  to consist of two 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 any member or
such committee or committees,  the member or members thereof present at any such
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,  or in these  By-Laws,  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 of 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
By-Laws of the  corporation;  and unless the resolution,  these By-Laws,  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 8. MEETINGS.  - The newly elected Board of Directors may hold their
first meeting for the purpose of  organization  and the transaction of business,
if a quorum be present,

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immediately after the annual meeting of the stockholders;  or the time and place
of such meeting may be fixed by consent, in writing, of all the directors.

     Unless restricted by the Certificate of Incorporation or elsewhere in these
By-laws,  members of the Board of Directors or any committee  designated by such
Board  may  participate  in a meeting  of such  Board or  committee  by means of
conference  telephone or similar  communications  equipment allowing all persons
participating in the meeting to hear each other at the same time.  Participation
by such means shall constitute presence in person at such meeting.

     Regular meetings of the Board of Directors may be scheduled by a resolution
adopted by the Board.  The  Chairman of the Board or the  President or Secretary
may call, and if requested by any two directors,  must call a special meeting of
the Board and give five days' notice by mail,  or 24 hours notice  personally or
by telephone,  telecopier or e-mail to each director. The Board of Directors may
hold an annual meeting, without notice,  immediately after the annual meeting of
Stockholders.

     SECTION 9. QUORUM.  - A majority of the directors shall constitute a quorum
for the  transaction of business.  If at any meeting of the board there shall be
less than a quorum present,  a majority of those present may adjourn the meeting
from time to time until a quorum is obtained, and no further notice thereof need
be given other than by announcement at the meeting which shall be so adjourned.

     SECTION 10.  COMPENSATION.  - Directors shall not receive any stated salary
for their services as directors or as members of  committees,  but by resolution
of the  board  a  fixed  fee and  expenses  of  attendance  may be  allowed  for
attendance  at each  meeting.  Nothing  herein  contained  shall be construed to
preclude any director from serving the  Corporation  in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.

     SECTION 11. ACTION WITHOUT  MEETING.  - 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 prior to such  action a  written  consent
thereto is signed by all members of the board,  or of such committee as the case
may be, and such written consent is filed with the minutes of proceedings of the
board or committee.

                                   ARTICLE IV
                                    OFFICERS

     SECTION  1.  OFFICERS.  -  The  officers  of  the  corporation  shall  be a
President,  a Treasurer,  and a  Secretary,  all of whom shall be elected by the
Board of Directors and who shall hold office until their  successors are elected
and qualified. In addition, the Board of Directors may elect a Chairman, a Chief
Executive Officer, a Chief Financial Officer, a Chief Operating Officer,  one or
more Vice-Presidents and such Assistant  Secretaries and Assistant Treasurers as
they may deem proper. None of the officers of the corporation need be directors.
The officers shall be elected at

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the first meeting of the Board of Directors after each annual meeting. More than
two offices may be held by the same person.

     SECTION 2. OTHER OFFICERS AND AGENTS.  - The Board of Directors may appoint
such other  officers and agents as it may deem  advisable,  who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

     SECTION 3.  CHAIRMAN.  - The Chairman of the Board of Directors,  if one be
elected,  shall  preside at all meetings of the Board of Directors  and he shall
have and perform  such other  duties as from time to time may be assigned to him
by the Board of Directors.

     SECTION 4. PRESIDENT.  - Unless a chief executive  officer or other officer
is elected and has been  assigned the powers and the duties of  supervision  and
management by the Board of Directors, the President shall be the chief executive
officer  of the  corporation  and shall  have the  general  powers and duties of
supervision  and  management  usually  vested in the  office of  President  of a
corporation,  subject to the  control of the Board of  Directors.  Except as the
Board of Directors shall  authorize the execution  thereof in some other manner,
he  shall  execute  bonds,  mortgages  and  other  contracts  in  behalf  of the
corporation,  and shall cause the seal to be affixed to any instrument requiring
it and when so  affixed  the seal  shall be  attested  by the  signature  of the
Secretary or the Treasurer or Assistant Secretary or an Assistant Treasurer.

     SECTION 5. VICE-PRESIDENT. - Each Vice-President shall have such powers and
shall perform such duties as shall be assigned to him by the directors.

     SECTION  6.  TREASURER.  - The  Treasurer  shall  have the  custody  of the
corporate  funds and  securities  and shall  keep full and  accurate  account of
receipts  and  disbursements  in books  belonging to the  corporation.  He shall
deposit  all  moneys  and other  valuables  in the name and to the credit of the
corporation in such depositaries as may be designated by the Board of Directors.

     The Treasurer shall disburse the funds of the corporation as may be ordered
by the Board of Directors,  or the  President,  taking proper  vouchers for such
disbursements.  He shall render to the  President  and Board of Directors at the
regular meetings of the Board of Directors,  or whenever they may request it, an
account of all his  transactions as Treasurer and of the financial  condition of
the  corporation.  If  required  by the Board of  Directors,  he shall  give the
corporation  a bond for the faithful  discharge of his duties in such amount and
with such surety as the board shall prescribe.

     SECTION 7.  SECRETARY.  - The  Secretary  shall give, or cause to be given,
notice of all meetings of  stockholders  and  directors,  and all other  notices
required by the law or by these  By-Laws,  and in case of his absence or refusal
or  neglect  so to do,  any such  notice  may be given by any  person  thereunto
directed by the President,  or by the  directors,  or  stockholders,  upon whose
requisition the meeting is called as provided in these By-Laws.  He shall record
all the proceedings

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of the meetings of the corporation and of the directors in a book to be kept for
that  purpose,  and shall perform such other duties as may be assigned to him by
the  directors  or the  President.  He shall have the custody of the seal of the
corporation  and shall  affix the same to all  instruments  requiring  it,  when
authorized by the directors or the President, and attest the same.

     SECTION 8.  ASSISTANT  TREASURERS  AND ASSISTANT  SECRETARIES.  - Assistant
Treasurers  and Assistant  Secretaries,  if any, shall be elected and shall have
such  powers  and  shall  perform  such  duties  as shall be  assigned  to them,
respectively, by the directors.

                                    ARTICLE V
                                  MISCELLANEOUS

     SECTION 1.  CERTIFICATES OF STOCK. - A certificate of stock,  signed by the
Chairman  or  Vice-Chairman  of the  Board  of  Directors,  if they be  elected,
President or  Vice-President,  and the Treasurer or an Assistant  Treasurer,  or
Secretary or Assistant Secretary, shall be issued to each stockholder certifying
the number of shares owned by him in the corporation. When such certificates are
countersigned  (1)  by a  transfer  agent  other  than  the  corporation  or its
employee, or, (2) by a registrar other than the corporation or its employee, the
signatures of such officers may be facsimiles.

     SECTION 2. LOST CERTIFICATES. - A new certificate of stock may be issued in
the place of any certificate  theretofore issued by the corporation,  alleged to
have been lost or destroyed, and the directors may, in their discretion, require
the owner of the lost or destroyed certificate, or his legal representatives, to
give the  corporation  a bond,  in such sum as they may  direct,  not  exceeding
double the value of the stock,  to indemnify the  corporation  against any claim
that  may be  made  against  it on  account  of the  alleged  loss  of any  such
certificate, or the issuance of any such new certificate.

     SECTION 3.  TRANSFER  OF SHARES.  - The shares of stock of the  corporation
shall be  transferrable  only upon its books by the holders thereof in person or
by their  duly  authorized  attorneys  or legal  representatives,  and upon such
transfer the old  certificate  shall be  surrendered  to the  corporation by the
delivery  thereof  to the person in charge of the stock and  transfer  books and
ledgers,  or to such other person as the directors may  designate,  by whom they
shall be canceled,  and new  certificates  shall  thereupon be issued.  A record
shall  be made of each  transfer  and  whenever  a  transfer  shall  be made for
collateral security,  and not absolutely,  it shall be so expressed in the entry
of the transfer.

     SECTION 4.  STOCKHOLDERS  RECORD DATE. - (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 a
record  date,  which  record  date  shall not  precede  the date upon  which the
resolution fixing the record date is adopted by the board of

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directors. 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.

     b) In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record  date,  which record date shall not precede the date upon which
the resolution fixing the record is adopted by the board of directors.

     (c) In order that the corporation may determine the  stockholders  entitled
to receive  payment of any  dividend or other  distribution  or allotment of any
rights or the  stockholders  entitled to  exercise  any rights in respect of any
change,  conversion or exchange of stock, or for the purpose of any other lawful
action,  the board of directors  may fix a record date,  which record date shall
not  precede  the date upon  which the  resolution  fixing  the  record  date is
adopted.

     SECTION 5.  DIVIDENDS.  - Subject to the  provisions of the  Certificate of
Incorporation,  the  Board of  Directors  may,  out of funds  legally  available
therefor at any regular or special meeting,  declare  dividends upon the capital
stock of the corporation as and when they deem expedient.  Before  declaring any
dividend  there may be set apart out of any funds of the  corporation  available
for  dividends,  such sum or sums as the  directors  from  time to time in their
discretion  deem  proper  for  working  capital  or as a  reserve  fund  to meet
contingencies  or for  equalizing  dividends  or for such other  purposes as the
directors shall deem conducive to the interests of the corporation.

     SECTION 6. SEAL. - The  corporate  seal shall be circular in form and shall
contain  the name of the  corporation,  the year of its  creation  and the words
"Corporate  Seal,  Delaware,  1996".  Said seal may be used by  causing  it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

     SECTION 7.  FISCAL  YEAR.  - The fiscal  year of the  corporation  shall be
determined by resolution of the Board of Directors.

     SECTION 8. CHECKS. - All checks,  drafts or other orders for the payment of
money,  notes or  other  evidences  of  indebtedness  issued  in the name of the
corporation shall be signed by such officer or officers,  agent or agents of the
corporation,  and in such  manner  as shall be  determined  from time to time by
resolution of the Board of Directors.

     SECTION 9. NOTICE AND WAIVER OF NOTICE.  - Whenever  any notice is required
by these By-Laws to be given,  personal notice is not meant unless  expressly so
stated,  and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail,  postage,  prepaid,  addressed to
the person  entitled  thereto at his address as it appears on the records of the
corporation,  and such  notice  shall be deemed to have been given on the day of
such mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by Statute.

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     Whenever any notice  whatever is required to be given under the  provisions
of any law, or under the provisions of the Certificate of  Incorporation  of the
corporation of these By-Laws, a waiver thereof in writing,  signed by the person
or persons  entitled  to said  notice,  whether  before or after the time stated
therein, shall be deemed equivalent thereto.

                                   ARTICLE VI
                                   AMENDMENTS

     These  By-Laws  may be altered or  repealed  and By-Laws may be made at any
annual meeting of the  stockholders  or at any special meeting thereof if notice
of the  proposed  alteration  or  repeal  of  By-Law  or  By-Laws  to be made be
contained in the notice of such special  meeting,  by the affirmative  vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the  affirmative  vote of a majority of the Board of  Directors,  at any regular
meeting of the Board of  Directors,  or at any  special  meeting of the Board of
Directors,  if notice of the proposed  alteration or repeal of By-Law or By-Laws
to be made, be contained in the notice of such special meeting.

                                   ARTICLE VII
                                 INDEMNIFICATION

     No director shall be liable to the  corporation or any of its  stockholders
for  monetary  damages for breach of fiduciary  duty as a director,  except with
respect to (1) a breach of the director's  duty of loyalty to the corporation or
its  stockholders,  (2) acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (3) liability which may be
specifically defined by law or (4) a transaction from which the director derived
an improper personal benefit,  it being the intention of the foregoing provision
to eliminate the liability of the corporation's  directors to the corporation or
its stockholders to the fullest extent  permitted by law. The corporation  shall
indemnify  to the  fullest  extent  permitted  by law each  person that such law
grants the corporation the power to indemnify.

                                  ARTICLE VIII
                     NOTICE AND QUALIFICATION OF STOCKHOLDER
                                NOMINEES TO BOARD

     Only persons who are nominated in accordance  with the procedures set forth
in this Article VIII shall be qualified 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 for the  election of
Directors  at the meeting who  complies  with the  procedures  set forth in this
Article  VIII. In order for persons  nominated to the Board of Directors,  other
than those  persons  nominated by or at the direction of the Board of Directors,
to be qualified to serve on the Board of  Directors,  such  nomination  shall be
made pursuant to timely  notice in writing to the Secretary of the  corporation.
To be timely, a stockholder's notice must be received at the principal executive
offices of the  Corporation not less than 60 days nor more than 90 days prior to
the meeting; provided, however,

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that,  in the event that less than 70 days' notice of the date of the meeting is
given to stockholders and public  disclosure of the meeting date,  pursuant to a
press  release,  is either  not made or is made  less than 70 days  prior to the
meeting date,  then notice by the  stockholder  to be timely must be so received
not later than the close of business on the tenth day  following  the earlier of
(a) the day on which  such  notice  of the date of the  meeting  was  mailed  to
stockholders or (b) the day on which such public disclosure was made.

     A  stockholder's  notice  to the  Secretary  must set  forth (a) as to each
person whom the Stockholder  proposes to nominate for election or re-election as
a director (i) the name,  age,  business  address and residence  address of such
person,  (ii) the principal  occupation or employment of such person,  (iii) the
class and number of shares of the corporation  which are  beneficially  owned by
such  person and (iv) any other  information  relating  to such  person  that is
required to be disclosed in  solicitation  of proxies for election of directors,
or is otherwise  required,  in each case pursuant to Regulation 14A  promulgated
under  the  Securities  Exchange  Act of  1934,  as  amended  from  time to time
(including,  without limitation, such documentation as is required by Regulation
14A to  confirm  that such  person is a bona  fide  nominee);  and (b) as to the
stockholder  giving the notice (i) the name and  address,  as they appear on the
corporation's books, of such stockholder and (ii) the class and number of shares
of the corporation  which are  beneficially  owned by such  stockholder.  At the
request  of the  Board  of  Directors,  any  person  nominated  by the  Board of
Directors  for  election as a Director  shall  furnish to the  Secretary  of the
corporation that information  required to be set forth in a stockholder's notice
of nomination  which  pertains to the nominee.  No person shall be qualified for
election as a Director of the  corporation  unless  nominated in accordance with
the  procedures  set forth in this  Article  VIII.  The  Chairman of the meeting
shall,  if the facts  warrant,  determine  and  declare  to the  meeting  that a
nomination was not made in accordance with procedures prescribed by the By-Laws,
and,  if he should so  determine,  he shall so declare to the  meeting,  and the
defective nomination shall be disregarded.



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