AMENDED BYLAWS

                                       OF
                                       ION
                                 NETWORKS, INC.
                            (a Delaware corporation)
                      _____________________________________

                                    ARTICLE I
                                    ---------
                                  STOCKHOLDERS
                                  ------------

     1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the
corporation shall be signed by, or in the name of, the corporation by the
Chairman or Vice-Chairman of the Board of Directors, if any, or by the President
or a Vice-President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the corporation. Any or all the
signatures on any such 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.

     Whenever the corporation shall be authorized to issue more than one class
of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.

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

     2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the General
Corporation Law, the Board of Directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time after the issuance or transfer of any uncertificated shares, the
corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law.


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<PAGE>

     3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share or an uncertificated fractional share shall, but scrip or
warrants shall not unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon, and to participate in any
of the assets of the corporation in the event of liquidation. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing the
full shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions which the Board of
Directors may impose.

     4. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and, in the case of shares represented by certificates, on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.

     5. RECORD DATE FOR STOCKHOLDERS. 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 Directors, and which record
date shall not be more than sixty nor less than ten 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 shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. 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.
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 date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for


                                       2
<PAGE>

determining the stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General Corporation Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by the General Corporation Law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action. 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,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

     6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to (A)
notice of a meeting of stockholders or a waiver thereof, or (B) to participate
or vote at a meeting of stockholders or to consent or dissent in writing in lieu
of a meeting, as the case may be, the term "share" or "shares" or "share of
stock" or "shares of stock" or "stockholder" or "stockholders" (i) when the
corporation is authorized to issue only one class of shares of stock, refers to
an outstanding share or shares of stock and to a holder or holders of record of
outstanding shares of stock, (ii) where there are two or more classes or series
of shares of stock, refers to any such outstanding share or shares of stock and
any holder or holders of record of outstanding shares of stock other than those
shares of stock as to which voting rights have been denied by the certificate of
incorporation and are not otherwise conferred by the General Corporation Law or
are otherwise not applicable to a specific matter with respect to such shares.

     7. STOCKHOLDER MEETINGS

     - TIME. The annual meeting shall be held on the date and at the time fixed,
from time to time, by the directors, provided, that the first annual meeting
shall be held on a date within thirteen months after the organization of the
corporation, and each successive annual meeting shall be held on a date within
thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.

     - PLACE. Annual meetings and special meetings shall be held at such place,
within or without the State of Delaware, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the Company's principal executive offices.


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<PAGE>

     - CALL. Annual meetings and special meetings may be called by the directors
or by any officer instructed by the directors to call the meeting.

     - NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, stating the place, date and hour of the meeting. The notice of an annual
meeting shall state that the meeting is called for the election of directors and
for the transaction of other business which may properly come before the
meeting, and shall (if any other action which could be taken at a special
meeting is to be taken at such annual meeting) state the purpose or purposes.
The notice of a special meeting shall in all instances state the purpose or
purposes for which the meeting is called. The notice of any meeting shall also
include, or be accompanied by, any additional statements, information, or
documents prescribed by the General Corporation Law. Except as otherwise
provided by the General Corporation Law, a copy of the notice of any meeting
shall be given, personally or by mail, not less than ten days nor more than
sixty days before the date of the meeting, unless the lapse of the prescribed
period of time shall have been waived, and directed to each stockholder at his
record address or at such other address which he may have furnished by request
in writing to the Secretary of the corporation. Notice by mail shall be deemed
to be given when deposited, with postage thereon prepaid, in the United States
Mail. If a meeting is adjourned to another time, not more than thirty days
hence, and/or to another place, and if an announcement of the adjourned time
and/or place is made at the meeting, it shall not be necessary to give notice of
the adjourned meeting unless the directors, after adjournment, fix a new record
date for the adjourned meeting. Notice need not be given to any stockholder who
submits a written waiver of notice signed by him before or after the time stated
therein. Attendance of a stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
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. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified
in any written waiver of notice.

     - 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, 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 or other municipality or community 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. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote at any meeting of
stockholders.

     - CONDUCT OF MEETING. Meetings of the stockholders shall be presided over
by one of the following officers in the order of seniority and if present and
acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if
any, the President, a Vice-President, or, if none of the foregoing is in office
and present and acting, by a chairman to be chosen by the stockholders. The
Secretary of the corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairman of the meeting shall appoint a secretary of
the meeting.


                                       4
<PAGE>

     - PROXY REPRESENTATION. Every stockholder may authorize another person or
persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or by his attorney-in-fact. No
proxy shall be voted or acted upon after three years from its date unless such
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and, if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy may
be made irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.

     - INSPECTORS. The directors, in advance of any meeting, may, but need not,
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspectors at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots, or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots, or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question, or matter determined by him or them and execute a
certificate of any fact found by him or them.

     - QUORUM. The holders of a majority of the outstanding stock entitled to
vote thereat shall constitute a quorum at a meeting of stockholders for the
transaction of any business. The stockholders present and entitled to vote
thereat may adjourn the meeting despite the absence of a quorum.

     - VOTING. Directors shall 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. Any other action shall be authorized by a
majority of the votes cast except where the General Corporation Law prescribes a
different percentage of votes and/or a different exercise of voting power, and
except as may be otherwise prescribed by the provisions of the certificate of
incorporation and these Bylaws. In the election of directors, and for any other
action, voting need not be by ballot.


                                       5
<PAGE>

     8. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by the General
Corporation Law to be taken at any annual meeting or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, 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. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.


                                   ARTICLE II
                                   ----------

                                    DIRECTORS
                                    ---------

     1. FUNCTIONS AND DEFINITIONS. The business and affairs of the corporation
shall be managed by or under the direction of the Board of Directors of the
corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.

     2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder of the
corporation. The Board of Directors of the corporation shall consist of 1 or
more members, each of whom shall be a natural person; the exact number of
directors which shall constitute the whole Board of Directors shall be fixed
from time to time by action of the Board of Directors of the corporation.

     3. ELECTION AND TERM. Directors who are elected at an annual meeting of
stockholders, and directors who are elected in the interim to fill vacancies and
newly created directorships, shall hold office until the next annual meeting of
stockholders and until their successors are elected and qualified or until their
earlier resignation or removal. Any director may resign at any time upon written
notice to the corporation. Except as the General Corporation Law may otherwise
require, in the interim between annual meetings of stockholders or of special
meetings of stockholders called for the election of directors and/or for the
removal of one or more directors and for the filling of any vacancy in that
connection, newly created directorships and any vacancies in the Board of
Directors, including unfilled vacancies resulting from the removal of directors
for cause or without cause, may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum, or by the sole
remaining director.

     4. MEETINGS.

     - TIME. Meetings shall be held at such time as the Board shall fix, except
that the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.


                                       6
<PAGE>

     - PLACE. Meetings shall be held at such place within or without the State
of Delaware as shall be fixed by the Board.

     - CALL. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any,
the President, or a majority of the directors in office.

     - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the directors need be specified in any
written waiver of notice.

     - QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as herein otherwise provided, and
except as otherwise provided by the General Corporation Law, the vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board. The quorum and voting provisions herein stated
shall not be construed as conflicting with any provisions of the General
Corporation Law and these Bylaws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.

     Any member or members of the Board of Directors or of any committee
designated by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.

     - CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present
and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the
Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.

     5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General
Corporation Law, any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.


                                       7
<PAGE>

     6. COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each 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 any member of any such committee or
committees, 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, shall have and
may exercise powers and authority of the Board of Directors in the management of
the business and affairs of the corporation with the exception of any authority
the delegation of which is prohibited by Section 141 of the General Corporation
Law, and may authorize the seal of the corporation to be affixed to all papers
which may require it.

     7. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or 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.

     8. CONFERENCE TELEPHONE The Board of Directors of any committee designated
thereby may participate in a meeting of such Board or committee by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time, and
participation by such means shall constitute presence in person at a meeting.

                                   ARTICLE III
                                   -----------

                                    OFFICERS
                                    --------

     The officers of the corporation shall consist of a President, a Secretary,
a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive
Vice-President, one or more other Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers with such
titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors choosing him, no officer other than the Chairman or Vice-Chairman of
the Board, if any, need be a director. Any number of offices may be held by the
same person, as the directors may determine.

     Unless otherwise provided in the resolution choosing him, each officer
shall be chosen for a term which shall continue until the meeting of the Board
of Directors following the next annual meeting of stockholders and until his
successor shall have been chosen and qualified.

     All officers of the corporation shall have such authority and perform such
duties in the management and operation of the corporation as prescribed in these
Bylaws and shall have such additional authority and duties as may be designated
by the Board of Directors. Any officer may be removed, with or without cause and
upon no prior notice, by the Board of Directors. Any vacancy in any office may
be filled by the Board of Directors.


                                       8
<PAGE>

     1. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be a member of
the Board and shall preside at its meetings and at all meetings of stockholders.
He shall hold such offices, if any, and have such powers and perform such duties
as may be prescribed by the Board.

     2. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, subject to the
direction and under the supervision of the Board, shall have general charge of
the business and affairs of the corporation and shall keep the Board fully
advised. At the direction of the Board, he shall have power in the name of the
corporation and on its behalf to execute any and all deeds, mortgages,
contracts, agreements and other instruments in writing. He shall employ and
discharge employees and agents of the corporation, except such as shall hold
their offices by appointment of the Board, but he may delegate these powers to
other officers as to employees under their immediate supervision. He shall see
that the acts of the executive officers conform to the policies of the
corporation as determined by the Board and shall have such powers and perform
such other duties as may from time to time be assigned to him by the Board..

     3. PRESIDENT. The President, subject to the direction and under the
supervision of the Board, shall perform such duties as generally pertain to the
office of President, as well as such further duties as may be prescribed by the
Board.

     4. CHIEF OPERATING OFFICER. The Chief Operating Officer, subject to the
direction and under the supervision of the Board, shall perform such duties as
generally pertain to the office of Chief Operating Officer, as well as such
further duties as may be prescribed by the Board.

     5. CHIEF FINANCIAL OFFICER. The Chief Financial Officer, subject to the
direction and under the supervision of the Board, shall perform such duties as
generally pertain to the office of Chief Financial Officer, as well as such
further duties as may be prescribed by the Board.

     6. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board, if any,
shall be a member of the Board. If the office of Chairman of the Board be
vacant, or if the Chairman of the Board be absent, he shall preside at meetings
of the stockholders and of the Board. He shall have such powers and perform such
duties as may be prescribed by the Board.

     7. VICE PRESIDENTS. Each Vice President shall have such powers and perform
such duties as the Board or the Chairman of the Board, the Chief Executive
Officer, the President or the Vice Chairman of the Board, if any, may from time
to time prescribe, and shall perform such other duties as may be prescribed in
these Bylaws. In the absence or inability to act of the Chairman of the Board,
the Chief Executive Officer, the President and Vice Chairman of the Board, the
Vice President next in order as designated by the Board, or in the absence of
such designation, senior in length of service in such capacity, who shall be
present and able to act, shall perform all the duties and may exercise any of
the powers of the President, subject to the control of the Board. The
performance of any duty by a Vice President shall be conclusive evidence of his
power to act.

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<PAGE>

     8. TREASURER. The Treasurer shall have the care and custody of all funds
and securities of the corporation which may come into his control and he shall
deposit the same to the credit of the corporation in such banks or other
depositary or depositories as the Board may designate. He may endorse all
commercial documents requiring endorsements for or on behalf of the corporation
and may sign all receipts and vouchers for payments made to the corporation. He
shall render an account of his transactions to the Board as often as it shall
require the same and shall at all reasonable times exhibit his books and
accounts to any director, and shall cause to be entered regularly in books kept
for that purpose full and accurate account of all moneys received and disbursed
by him on account of the corporation. He shall, if required by the Board, give
the corporation a bond in such sums and with such securities as shall be
satisfactory to the Board, conditioned upon the faithful performance of his
duties 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. He shall have such further powers and
duties as are incident to the position of Treasurer, subject to the control of
the Board.

     9. SECRETARY. The Secretary shall record the proceedings of meetings of the
Board and of the stockholders in a book kept for that purpose and shall attend
to the giving and serving of all notices of the corporation. He shall have
custody of the seal of the corporation and shall affix the seal to all
certificates of shares of stock of the corporation (if required by the form of
such certificates) and to such other papers or documents as may be proper and,
when the seal is so affixed, he shall attest the same by his signature wherever
required. He shall have charge of the stock certificate book, transfer book and
stock ledger, and such other books and papers as the Board may direct. He shall,
in general, perform all duties of Secretary, subject to the control of the
Board.

     10. ASSISTANT TREASURERS. In the absence or inability of the Treasurer to
act, any Assistant Treasurer may perform all the duties and exercise all of the
powers of the Treasurer, subject to the control of the Board. The performance of
any such duty shall be conclusive evidence of his power to act. An Assistant
Treasurer shall also perform such other duties as the Treasurer or the Board may
from time to time assign to him.

     11. ASSISTANT SECRETARIES. In the absence or inability of the Secretary to
act, any Assistant Secretary may perform all the duties and exercise all the
powers of the Secretary, subject to the control of the Board. The performance of
any such duty shall be conclusive evidence of his power to act. An Assistant
Secretary shall also perform such other duties as the Secretary or the Board may
from time to time assign to him.

     12. OTHER OFFICERS. Other officers shall perform such duties and have such
powers as may from time to time be assigned to them by the Board.

     13. DELEGATION OF DUTIES. In case of the absence of any officer of the
corporation, or for any other reason that the Board may deem sufficient, the
Board may confer, for the time being, the powers or duties, or any of them, of
such officer upon any other officer, or upon any director.


                                       10
<PAGE>

                                   ARTICLE IV
                                   ----------

                                 CORPORATE SEAL
                                 --------------

     The corporate seal shall be in such form as the Board of Directors shall
prescribe.


                                    ARTICLE V
                                    ---------

                                   FISCAL YEAR
                                   -----------

     The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.


                                   ARTICLE VI
                                   ----------

                                   AMENDMENTS
                                   ----------

     Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.


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