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                                                                     Exhibit 3.5

                                    ARTICLE I
                                  STOCKHOLDERS

                  Section I.1       Annual Meeting.

                  An annual meeting of stockholders for the purpose of electing
directors and of transacting such other business as may come before it shall be
held each year at such date, time, and place, either within or without the State
of Delaware, as may be specified by the Board of Directors in the notice of
meeting.


                  Section I.2       Special Meetings.

                  Except as otherwise provided in the terms of any class or
series of preferred stock or unless otherwise provided by law or by the
Certificate of Incorporation, special meetings of stockholders of the
Corporation, for any purpose or purposes, shall be called by the Secretary of
the Corporation (i) upon written request of the holders of not less than 66_% of
the total voting power of the shares of outstanding capital stock of the
Corporation entitled to vote at such meeting or (ii) at the request of not less
than 75% of the members of the Board of Directors then in office. Special
meetings of stockholders for any purpose or purposes may be held at such time
and place either within or without the State of Delaware as may be stated in the
notice of meeting.

                  Section I.3       Notice of Meetings.

                  Written notice of stockholders meetings, stating the place,
date, and hour thereof, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given by the Chairman of the
Board, the President, any Vice President, the Secretary, or an Assistant
Secretary, to each stockholder entitled to vote thereat at least ten days but
not more than sixty days before the date of the meeting, unless a different
period is prescribed by law.




                  Section I.4       Notice of Nominations for the Election of
                                    Directors.

                  I.4.1    Annual Meetings of Stockholders.

                  (a) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders (i) pursuant
to the Corporation's notice of meeting delivered pursuant to Section 1.3 of
these Bylaws, (ii) by or at the direction of the Chairman of the Board or the
Board of Directors or (iii) by any stockholder of the Corporation who is
entitled to vote at the meeting, who complied with the procedures set forth in
this Bylaw and who was a stockholder of record at the time such notice is
delivered to the Secretary of the Corporation.

                  (b) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (iii) of Section
1.4.1(a) of this Bylaw, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not less that seventy days nor more than ninety days prior to
the first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced by more than
twenty days, or delayed by more than seventy days, from such anniversary date,
notice by the stockholder to be timely must be so delivered not earlier than the
ninetieth day prior to such annual meeting and not later than the close of
business on the later of the seventieth day prior to such annual meeting or the
tenth day following the day on which public announcement of the day of such
meeting is first made. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected; (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (c) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner, (ii) the class or series and number of shares of the Corporation which
are owned beneficially and of record by such stockholder and such beneficial
owner and (iii) a representation that such stockholder is entitled to vote at
the meeting and intends to appear in person or proxy at the meeting to nominate
the person specified in the notice.

                  (c) Notwithstanding anything in the second sentence of Section
1.4.1(b) of this Bylaw to the contrary, in the event that the number of
directors to be elected to the Board


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of Directors of the Corporation is increased and there is no public announcement
naming all of the nominees for director or specifying the size of the increased
Board of Directors made by the Corporation at least eighty days prior to the
first anniversary of the preceding year's annual meeting, a stockholder's notice
required by this Bylaw shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the tenth day following the day on which
such public announcement is first made by the Corporation.


                  I.4.2    Special Meetings of Stockholders.

                  Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting pursuant to Section 1.3 of these Bylaws.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant to
the Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the Corporation who is entitled to vote
at the meeting, who complies with the notice procedures set forth in this Bylaw
and who is a stockholder of record at the time such notice is delivered to the
Secretary of the Corporation. Nominations by stockholders of persons for
election to the Board of Directors may be made at such a special meeting of
stockholders if the stockholder's notice as required by Section 1.4.1(b) of this
Bylaw shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the ninetieth day prior to such special meeting
and not later than the close of business on the later of the seventieth day
prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.


                  I.4.3    General.

                  (a) Only persons who are nominated in accordance with the
procedures set forth in this Bylaw shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this Bylaw. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, the chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Bylaw and, if any proposed nomination or business is not in compliance
with this Bylaw, to declare that such defective proposal or nomination shall be
disregarded.

                  (b) For purposes of this Bylaw, "public announcement" shall
mean


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disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

                  (c) Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.


                  Section I.5       Quorum.

                  Subject to the rights of the holders of any class or series of
preferred stock and except as otherwise provided by law or in the Certificate of
Incorporation or these Bylaws, at any meeting of stockholders, the holders of a
majority in total voting power of the outstanding shares of capital stock
entitled to vote at the meeting shall be present or represented by proxy in
order to constitute a quorum for the transaction of any business. In the absence
of a quorum, the holders of a majority in total voting power of the shares that
are present in person or by proxy or the chairman of the meeting may adjourn the
meeting from time to time in the manner provided in Section 1.6 of these Bylaws
until a quorum shall attend.


                  Section I.6       Adjournment.

                  Any meeting of stockholders, annual or special, may adjourn
from time to time to reconvene at the same or some other place, and notice need
not be given of any such adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
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 at the meeting.


                  Section I.7       Organization.

                  The Chairman of the Board, or in his absence the President, or
in their absence any Vice President, shall call to order meetings of
stockholders and shall act as chairman of such meetings. The Board of Directors
or, if the Board fails to act, the stockholders, may appoint any stockholder,
director, or officer of the Corporation to act as chairman of any meeting in the
absence of the Chairman of the Board, the President, and all Vice Presidents.

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                  The Secretary shall act as secretary of all meetings of
stockholders, but, in the absence of the Secretary, the chairman of the meeting
may appoint any other person to act as secretary of the meeting.

                  Section I.8       Voting

                  Subject to the rights of the holders of any class or series of
preferred stock and except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws and except for the election of directors, at any
meeting duly called and held at which a quorum is present, the affirmative vote
of the majority of the combined voting power of shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders. Subject to the rights of the holders of
any class or series of preferred stock, at any meeting duly called and held for
the election of directors at which a quorum is present, 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.


                  Section I.9       Voting List.

                  (a) A complete list of the stockholders of the Corporation
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number and class or series of shares
registered in the name of each stockholder shall be prepared by the officer who
has charge of the stock ledger of the Corporation at least 10 days before every
meeting of stockholders. 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 10 days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  (b) Upon the willful neglect or refusal of the directors to
produce such a list at any meeting for the election of directors, they shall be
ineligible for election to any office at such meeting.

                  (c) The stock ledger shall be the only evidence as to the
identity of the stockholders entitled to examine the stock ledger, the list
required by this section or the books of the Corporation or to vote in person or
by proxy at any meeting of stockholders.


                  Section I.10      Stockholder Action Without a Meeting.

                  Subject to the rights of the holders of any class or series of
preferred stock, stockholder action may be taken only at an annual or special
meeting. Except as otherwise



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provided in the terms of any class or series of preferred stock, no action
required to be taken or which may be taken at any annual meeting or special
meeting of stockholders may be taken without a meeting, and the power of
stockholders to consent in writing, without a meeting, is specifically denied.

                  Section I.11 Inspectors of Election. The Corporation may, and
shall if required by law, in advance of any meeting of stockholders, appoint one
or more inspectors of election, who may be employees of the Corporation, to act
at the meeting or any adjournment thereof and to make a written report thereof.
The Corporation may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. In the event that no inspector so
appointed or designated is able to act at a meeting of stockholders, the person
presiding at the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath to execute faithfully the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspector or inspectors so appointed or designated shall (i)
ascertain the number of shares of capital stock of the Corporation outstanding
and the voting power of each such share, (ii) determine the shares of capital
stock of the Corporation represented at the meeting and the validity of proxies
and ballots, (iii) count all votes and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors, and (v) certify their determination of the
number of shares of capital stock of the Corporation represented at the meeting
and such inspectors' count of all votes and ballots. Such certification and
report shall specify such other information as may be required by law. In
determining the validity and counting of proxies and ballots cast at any meeting
of stockholders of the Corporation, the inspectors may consider such information
as is permitted by applicable law. No person who is a candidate for an office at
an election may serve as an inspector at such election.


                                   ARTICLE II
                               BOARD OF DIRECTORS

                  Section II.1      Number and Term of Office.

                  (a) The governing body of the Corporation shall be a Board of
Directors. Subject to any rights of the holders of any class or series of
preferred stock to elect additional directors, the Board of Directors shall be
comprised of not less than three members. The Board of Directors, by resolution
adopted by the affirmative vote of at least 75% of the members of the Board of
Directors then in office, may increase or decrease the number of directors.
Directors need not be stockholders of the Corporation.

                  (b) Except as otherwise fixed by the Certificate of
Incorporation relating to the rights of the holders of any class or series of
preferred stock to separately elect additional directors, which additional
directors are not required to be classified pursuant to the terms of


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such class or series of preferred stock, the Board of Directors shall be divided
into three classes: Class I, Class II and Class III. Each class shall consist,
as nearly as possible, of a number of directors equal to onethird of the then
authorized number of members of the Board of Directors. The term of office of
the initial Class I directors shall expire at the annual meeting of stockholders
in 1998; the term of office of the initial Class II directors shall expire at
the annual meeting of stockholders in 1999; and the term of office of the
initial Class III directors shall expire at the annual meeting of stockholders
in 2000. At each annual meeting of stockholders of the Corporation, the
successors of that class of directors whose term expires at that meeting shall
be elected to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election. The
directors of each class will serve until their respective successors are elected
and qualified.


                  Section II.2      Resignations.

                  Any director of the Corporation, or any member of any
committee, may resign at any time by giving written notice to the Board of
Directors, the Chairman of the Board, the President or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein or, if the time be not specified therein, then upon receipt thereof. The
acceptance of such resignation shall not be necessary to make it effective
unless otherwise stated therein.


                  Section II.3      Removal of Directors.

                  Subject to the rights of the holders of any class or series of
preferred stock, directors may be removed from office only for cause (as
hereinafter defined), but not without cause, upon the affirmative vote of the
holders of not less than 66_% of the total voting power of the then outstanding
capital stock of the Corporation entitled to vote thereon, voting together as a
single class. Except as may otherwise be provided by law, "cause" for removal,
for purposes of this Bylaw, shall exist only if: (i) the director whose removal
is proposed has been convicted of a felony, or has been granted immunity to
testify in an action where another has been convicted of a felony, by a court of
competent jurisdiction and such conviction is no longer subject to direct
appeal; (ii) such director has become mentally incompetent, whether or not so
adjudicated, which mental incompetence directly affects his ability as a
director of the Corporation, as determined by not less than 66_% of the members
of the Board of Directors then in office (other than such director); or (iii)
such director's actions or failure to act have been determined by not less than
66_% of the members of the Board of Directors then in office (other than such
director) to be in derogation of the director's duties.


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                  Section II.4      Newly Created Directorships and Vacancies.

                  Subject to the rights of the holders of any class or series of
preferred stock, vacancies on the Board of Directors resulting from death,
resignation, removal, disqualification or other cause, and newly created
directorships resulting from any increase in the number of directors on the
Board of Directors, shall be filled by the affirmative vote of a majority of the
remaining directors then in office (even though less than a quorum) or by the
sole remaining director. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the vacancy occurred or to which the new directorship is
apportioned, and until such director's successor shall have been elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director, except as may be
provided in the terms of any class or series of preferred stock with respect to
any director elected by the holders of such class or series of preferred stock.


                  Section II.5      Chairman of the Board.

                  The directors shall elect one of their members to be Chairman
of the Board of Directors. He shall perform such duties as may from time to time
be assigned to him by the Board of Directors.


                  Section II.6      Meetings.

                  A regular meeting of the Board of Directors shall be held
without notice immediately after and at the same place as the annual meeting of
stockholders. The Board of Directors may provide by resolution the time and
place, either within or outside Colorado, for the holding of additional regular
meetings without other notice.

                  Special meetings of the Board of Directors shall be held at
such time and place as shall be designated in the notice of the meeting. Special
meetings of the Board of Directors may be called by the Chairman of the Board,
and shall be called by the President or Secretary of the Corporation upon the
written request of not less than 75% of the members of the Board of Directors
then in office.


                  Section II.7      Notice of Special Meetings.

                  The Secretary, or in his absence any other officer of the
Corporation, shall give each director notice of the time and place of holding of
special meetings of the Board of Directors by mail at least 10 days before the
meeting, or by telegram, cable, radiogram, or personal service at least 3 days
before the meeting unless such notice requirement is waived in writing by each
member. Unless otherwise stated in the notice thereof, any and all business may
be transacted at any meeting without specification of such business in the
notice.


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                  Section II.8      Quorum and Organization of Meetings.

                  A majority of the total number of members of the Board of
Directors as constituted from time to time shall constitute a quorum for the
transaction of business, but, if at any meeting of the Board of Directors
(whether or not adjourned from a previous meeting) there shall be less than a
quorum present, a majority of those present may adjourn the meeting to another
time and place, and the meeting may be held as adjourned without further notice
or waiver. Except as otherwise provided by law, the Certificate of Incorporation
or these Bylaws, a majority of the directors present at any meeting at which a
quorum is present may decide any question brought before such meeting. Meetings
shall be presided over by the Chairman of the Board, or in his absence by such
other person as the directors may select. The Board of Directors shall keep
written minutes of its meetings. The Secretary of the Corporation shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.


                  Section II.9      Indemnification.

                  The Corporation shall indemnify members of the Board of
Directors and officers of the Corporation and their respective heirs, personal
representatives and successors in interest for or on account of any action
performed on behalf of the Corporation, to the fullest extent permitted by the
laws of the State of Delaware and the Certificate of Incorporation, as now or
hereafter in effect.


                  Section II.10     Executive Committee of the Board of
                                   Directors.

                  The Board of Directors, by the affirmative vote of not less
than 75% of the members of the Board of Directors then in office, may designate
an executive committee, all of whose members shall be directors, to manage and
operate the affairs of the Corporation or particular properties or enterprises
of the Corporation. Subject to the limitations of the laws of the State of
Delaware, the Certificate of Incorporation and these Bylaws, such executive
committee shall exercise all powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation including, but not
limited to, the power and authority to authorize the issuance of shares of
common stock in an amount not in excess of such number of shares as shall be
specifically authorized from time to time by the Board of Directors in respect
of a particular transaction. The executive committee shall keep minutes of its
meetings and report to the Board of Directors not less often than quarterly on
its activities and shall be responsible to the Board of Directors for the
conduct of the enterprises and affairs entrusted to it.

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                  Section II.11     Other Committees of the Board of Directors.

                  The Board of Directors may by resolution establish committees
other than an executive committee and shall specify with particularity the
powers and duties of any such committee. Subject to the limitations of the laws
of the State of Delaware, the Certificate of Incorporation and these Bylaws, any
such committee shall exercise all powers and authority specifically granted to
it by the Board of Directors, which powers may include the authority to
authorize the issuance of shares of common stock in an amount not in excess of
such number of shares as shall be specifically authorized from time to time by
the Board of Directors in respect of a particular transaction. Such committees
shall serve at the pleasure of the Board; keep minutes of their meetings; and
have such names as the Board of Directors by resolution may determine and shall
be responsible to the Board of Directors for the conduct of the enterprises and
affairs entrusted to them.


                  Section II.12     Committees Generally.

                  The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member of any meeting of such 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 place of any such absent or disqualified member. Each committee which
may be established by the Board of Directors pursuant to these Bylaws may fix
its own rules and procedures. Notice of meetings of committees, other than of
regular meetings provided for by such rules, shall be given to committee
members.


                  Section II.13     Directors' Compensation.

                  Directors shall receive such compensation for attendance at
any meetings of the Board of Directors and any expenses incidental to the
performance of their duties as the Board of Directors shall determine by
resolution. Such compensation may be in addition to any compensation received by
the members of the Board of Directors in any other capacity.


                  Section II.14     Action Without Meeting.

                  Nothing contained in these Bylaws shall be deemed to restrict
the power of members of the Board of Directors or any committee designated by
the Board of Directors to take any action required or permitted to be taken by
them without a meeting.


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                  Section II.15     Telephone Meetings.

                  Nothing contained in these Bylaws shall be deemed to restrict
the power of members of the Board of Directors, or any committee designated by
the Board of Directors, to participate in a meeting of the Board of Directors,
or committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.

                                   ARTICLE III
                                    OFFICERS

                  Section III.1     Executive Officers.

                  The officers of the Corporation shall be a Chairman of the
Board, a President, one or more Vice Presidents, a Treasurer, and a Secretary,
each of whom shall be elected by the Board of Directors. The Chairman of the
Board shall be elected from among the members of the Board of Directors. The
Board of Directors may elect or appoint from time to time such other or
additional officers as in its opinion are desirable for the conduct of the
business of the Corporation. Each officer shall hold office until the first
meeting of the Board of Directors following the next annual meeting of
stockholders following their respective election. Any person may hold at one
time two or more offices.


                  Section III.2     Powers and Duties of Officers.

                  The Chairman of the Board shall have overall responsibility
for the management and direction of the business and affairs of the Corporation
and shall exercise such duties as customarily pertain to the office of Chairman
of the Board and such other duties as may be prescribed from time to time by the
Board of Directors. He shall be the senior officer of the Corporation and in
case of the inability or failure of the President to perform his duties, he
shall perform the duties of the President. He may appoint and terminate the
appointment or election of officers, agents, or employees other than those
appointed or elected by the Board of Directors. He may sign, execute and
deliver, in the name of the Corporation, powers of attorney, contracts, bonds
and other obligations which implement policies established by the Board of
Directors. The Chairman of the Board shall preside at all meetings of
stockholders and of the Board of Directors at which he is present, and shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or these Bylaws.

                  The President shall be the chief executive officer of the
Corporation and shall be responsible for the active direction of the daily
business of the Corporation and shall exercise such duties as customarily
pertain to the office of President and chief executive officer and such other
duties as may be prescribed from time to time by the Board of Directors. He may
appoint and terminate the appointment or election of officers, agents, or
employees other than those appointed or elected by the Board of Directors or the
Chairman of the Board. The




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President may sign, execute and deliver, in the name of the Corporation, powers
of attorney, contracts, bonds and other obligations which implement policies
established by the Board of Directors. In the absence or disability of the
Chairman of the Board, the President shall perform the duties and exercise the
powers of the Chairman of the Board.

                  Vice Presidents shall have such powers and perform such duties
as may be assigned to them by the Chairman of the Board, the President, the
executive committee, if any, or the Board of Directors. A Vice President may
sign and execute contracts and other obligations pertaining to the regular
course of his duties which implement policies established by the Board of
Directors.

                  The Treasurer shall be the chief financial officer of the
Corporation. Unless the Board of Directors otherwise declares by resolution, the
Treasurer shall have general custody of all the funds and securities of the
Corporation and general supervision of the collection and disbursement of funds
of the Corporation. He shall endorse for collection on behalf of the Corporation
checks, notes and other obligations, and shall deposit the same to the credit of
the Corporation in such bank or banks or depository as the Board of Directors
may designate. He may sign, with the Chairman of the Board, the President, or
such other person or persons as may be designated for the purpose by the Board
of Directors, all bills of exchange or promissory notes of the Corporation. He
shall enter or cause to be entered regularly in the books of the Corporation a
full and accurate account of all moneys received and paid by him on account of
the Corporation; shall at all reasonable times exhibit his books and accounts to
any director of the Corporation upon application at the office of the
Corporation during business hours; and, whenever required by the Board of
Directors or the President, shall render a statement of his accounts. He shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or by these Bylaws. He may be required to give bond for the faithful
performance of his duties in such sum and with such surety as shall be approved
by the Board of Directors. Any Assistant Treasurer shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

                  The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors. The Secretary shall cause notice to
be given of meetings of stockholders, of the Board of Directors, and of any
committee appointed by the Board of Directors. He shall have custody of the
corporate seal, if any, minutes and records relating to the conduct and acts of
the stockholders and Board of Directors, which shall, at all reasonable times,
be open to the examination of any director. The Secretary or any Assistant
Secretary may certify the record of proceedings of the meetings of the
stockholders or of the Board of Directors or resolutions adopted at such
meetings; may sign or attest certificates, statements or reports required to be
filed with governmental bodies or officials; may sign acknowledgments of
instruments; may give notices of meetings; and shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.



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                  Section III.3     Bank Accounts.

                  In addition to such bank accounts as may be authorized in the
usual manner by resolution of the Board of Directors, the Treasurer, with
approval of the Chairman of the Board or the President, may authorize such bank
accounts to be opened or maintained in the name and on behalf of the Corporation
as he may deem necessary or appropriate, provided payments from such bank
accounts are to be made upon and according to the check of the Corporation,
which may be signed jointly or singularly by either the manual or facsimile
signature or signatures of such officers or bonded employees of the Corporation
as shall be specified in the written instructions of the Treasurer or Assistant
Treasurer of the Corporation with the approval of the Chairman of the Board or
the President of the Corporation.





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<PAGE>   13






                  Section III.4     Proxies.

                  Unless otherwise provided in the Certificate of Incorporation
or directed by the Board of Directors, the Chairman of the Board or the
President or their designees shall have full power and authority on behalf of
the Corporation to attend and to vote upon all matters and resolutions at any
meeting of stockholders of any corporation in which the Corporation may hold
stock, and may exercise on behalf of the Corporation any and all of the rights
and powers incident to the ownership of such stock at any such meeting, whether
regular or special, and at all adjournments thereof, and shall have power and
authority to execute and deliver proxies and consents on behalf of the
Corporation in connection with the exercise by the Corporation of the rights and
powers incident to the ownership of such stock, with full power of substitution
or revocation.


                                   ARTICLE IV
                                  CAPITAL STOCK

                  Section IV.1      Stock Certificates.

                  Each stockholder of the Corporation shall be entitled to a
certificate certifying the class or series and number of shares represented
thereby and in such form, not inconsistent with the laws of the State of
Delaware, the Certificate of Incorporation or these Bylaws, as the Board of
Directors may from time to time prescribe.

                  The certificates of stock shall be signed by the Chairman of
the Board or the President and by the Secretary or the Treasurer, and sealed
with the seal of the Corporation. Such seal may be a facsimile, engraved or
printed. Where any certificate is manually signed by a transfer agent or by a
registrar, the signatures of any officers upon such certificate may be
facsimiles, engraved or printed. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon any
certificate shall have ceased to be such before the certificate is issued, it
may be issued by the Corporation with the same effect as if such officer,
transfer agent or registrar had not ceased to be such at the time of its
issuance.


                  Section IV.2      Transfer of Shares.

                  (a) Shares of the capital stock of the Corporation may be
transferred on the books of the Corporation only by the holder of such shares or
by his duly authorized attorney, upon the surrender to the Corporation or its
transfer agent of the certificate representing such stock properly endorsed.

                  (b) The person in whose name shares of stock stand on the
books of the



                                     - 14 -


<PAGE>   14




Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes, and the Corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Delaware.


                  Section IV.3      Fixing Record Date.

                  In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or 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
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: (1) in
the case of determination of stockholders entitled to vote at any meeting of
stockholders or adjournment thereof, shall, unless otherwise required by law,
not be more than sixty nor less than ten days before the date of such meeting;
(2) in the case of determination of stockholders entitled to express consent to
corporate action in writing without a meeting, shall not be more than ten days
from the date upon which the resolution fixing the record date is adopted by the
Board of Directors; and (3) in the case of any other action, shall not be more
than sixty days prior to such other action. If no record date is fixed: (1) 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 immediately
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day immediately preceding the day on which the meeting
is held; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
of the Board of Directors is required by 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 in accordance with applicable law, or, if prior
action by the Board of Directors is required by law, shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action; and (3) the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. 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 IV.4      Lost Certificates.

                  The Board of Directors or any transfer agent of the
Corporation may direct a new certificate or certificates representing stock of
the Corporation to be issued in place of any


                                     - 15 -


<PAGE>   15





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 to be lost, stolen, or destroyed.
When authorizing such issue of a new certificate or certificates, the Board of
Directors (or any transfer agent of the Corporation authorized to do so by a
resolution of 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 give the
Corporation a bond in such sum as the Board of Directors (or any transfer agent
so authorized) shall direct to indemnify the Corporation against any claim that
may be made against the Corporation with respect to the certificate alleged to
have been lost, stolen, or destroyed or the issuance of such new certificates,
and such requirement may be general or confined to specific instances.


                  Section IV.5      Transfer Agent and Registrar.

                  The Board of Directors may appoint one or more transfer agents
and one or more registrars, any may require all certificates for shares to bear
the manual or facsimile signature or signatures of any of them.


                  Section IV.6      Regulations.

                  The Board of Directors shall have power and authority to make
all such rules and regulations as it may deem expedient concerning the issuance,
transfer, registration, cancellation, and replacement of certificates
representing stock of the Corporation.


                                    ARTICLE V
                               GENERAL PROVISIONS

                  Section V.1       Offices.

                  The Corporation shall maintain a registered office in the
State of Delaware as required by law. The Corporation may also have offices in
such other places, either within or without the State of Delaware, as the Board
of Directors may from time to time designate or as the business of the
Corporation may require.


                  Section V.2       Corporate Seal.

                  The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization, and the words "Corporate Seal"
and "Delaware."



                                     - 16 -


<PAGE>   16





                  Section V.3       Fiscal Year.

                  The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.

                  Section V.4       Notices and Waivers Thereof.

                  Whenever any notice whatever is required by law, the
Certificate of Incorporation or these Bylaws to be given to any stockholder,
director or officer, such notice, except as otherwise provided by law, may be
given personally, or by mail, or, in the case of directors or officers, by
telegram, cable or facsimile transmission, addressed to such address as appears
on the books of the Corporation. Any notice given by telegram, cable or
facsimile transmission shall be deemed to have been given when it shall have
been transmitted, and any notice given by mail shall be deemed to have been
given three business days after it shall have been deposited in the United
States mail with postage thereon prepaid.

                  Whenever any notice is required to be given by law, the
Certificate of Incorporation, or these Bylaws, a written waiver thereof signed
by the person entitled to such notice, whether before or after the meeting or
the time stated therein, shall be deemed equivalent in all respects to such
notice to the full extent permitted by law.


                  Section V.5       Saving Clause.

                  These Bylaws are subject to the provisions of the Certificate
of Incorporation and applicable law. In the event any provision of these Bylaws
is inconsistent with the Certificate of Incorporation or the corporate laws of
the State of Delaware, such provision shall be invalid to the extent only of
such conflict, and such conflict shall not affect the validity of any other
provision of these Bylaws.


                  Section V.6       Amendments.

                  In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors, by action taken by
the affirmative vote of not less than 75% of the members of the Board of
Directors then in office, is hereby expressly authorized and empowered to adopt,
amend or repeal any provision of these Bylaws.

                  Subject to the rights of the holders of any class or series of
preferred stock, these Bylaws may be adopted, amended or repealed by the
affirmative vote of the holders of not less than 66_% of the total voting power
of the then outstanding capital stock of the Corporation entitled to vote
thereon; provided, however, that this paragraph shall not apply to, and no vote
of the stockholders of the Corporation shall be required to authorize, the
adoption, amendment or repeal of any provision of these Bylaws by the Board of
Directors in accordance with the preceding paragraph.



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