Adopted January 26, 2000


                              NETOPTIX CORPORATION
                              AMENDED AND RESTATED
                                     BY-LAWS

                                    ARTICLE I

                                     OFFICES

Section 1. The registered  office shall be in the City of Wilmington,  County of
New Castle, State of Delaware.

Section 2. The  corporation  may also have  offices at such other  places,  both
within and without the State of  Delaware,  as the board of  directors  may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the  stockholders for the election of directors shall
be held in the City of Sturbridge,  Massachusetts, at such place as may be fixed
from time to time by the board of  directors,  or at such  other  place,  either
within or without the State of  Delaware,  as shall be  designated  from time to
time by the board of directors and stated in the notice of the meeting. Meetings
of stockholders for any other purpose 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 or in a duly executed waiver of notice thereof.

Section 2. The annual  meeting  of the  stockholders  shall be held on the third
Thursday  in  January  in each  year,  or such other date as may be fixed by the
board of directors, at such time as shall be stated in the notice of the meeting
for the  purpose of electing  directors  and for the  transaction  of such other
business as may properly come before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour
of the  meeting  shall  be given to each  stockholder  entitled  to vote at such
meeting  not less  than ten nor more  than  sixty  days  before  the date of the
meeting.

Section 4. Special  meetings of the  stockholders,  for any purpose or purposes,
unless otherwise  prescribed by statute or by the certificate of  incorporation,
may be called by the president and shall be called by the president or secretary
at the  request in writing of a majority  of the board of  directors,  or at the
request  in writing of  stockholders  owning a majority  in amount of the entire
capital stock of the  corporation  issued and  outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.

Section 5. Written notice of a special meeting stating the place,  date and hour
of the  meeting  and the  purpose or  purposes  for which the meeting is called,
shall be given not less than ten nor more than sixty days before the date of the
meeting, to each stockholder entitled to vote at such meeting.

Section 6. The  officer  who has charge of the stock  ledger of the  corporation
shall prepare and make, at least ten days before every meeting of  stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical  order,  and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during ordinary  business hours,  for a period of at least ten days prior to the
meeting,  either at a place  within  the city  where the  meeting is to be held,
which  place  shall be  specified  in the notice of the  meeting,  or, if not so
specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof, and may be inspected by any stockholder who is present.

Section 7. The holders of a majority  of the stock  issued and  outstanding  and
entitled  to vote  thereat,  present in person or  represented  by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business  except as  otherwise  provided  by  statute or by the  certificate  of
incorporation. Whether or not such quorum shall be present or represented at any
meeting of the stockholders,  the stockholders entitled to vote thereat, present
in person or represented by proxy, shall, by a majority vote thereof, have power
to adjourn the meeting from time to time, without notice other than announcement
at the meeting. At such adjourned meeting, at which a quorum shall be present or
represented,  any business may be transacted which might have been transacted at
the meeting as originally  notified.  If the adjournment is for more than thirty
days,  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.  The stockholders present or represented
at  any  duly  organized   meeting  may  continue  to  transact  business  until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

Section 8. When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having  voting power present in person or  represented  by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express  provision  of the  statutes,  the  certificate  of
incorporation,  or these by-laws,  a different  vote is required,  in which case
such express provision shall govern and control the decision of such question.

Section 9. Unless otherwise  provided in the certificate of incorporation,  each
stockholder shall, at every meeting of the stockholders, be entitled to one vote
in person or by proxy for each share of the capital  stock  having  voting power
held by such stockholder,  but no proxy shall be voted on after three years from
its date, unless the proxy provides for a longer period.

Section 10. Unless otherwise  provided in the certificate of incorporation,  any
action  required to be taken at any annual or special meeting of stockholders of
the  corporation,  or any  action  which may be taken at any  annual or  special
meeting of such  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.

                                   ARTICLE III

                                    DIRECTORS

Section  1. The  business  of the  corporation  shall be managed by its board of
directors  which may exercise all such powers of the corporation and do all such
lawful  acts  and  things  as  are  not by  statute  or by  the  certificate  of
incorporation  or by these by-laws  directed or required to be exercised or done
by the stockholders.

Section 2. The number of directors which shall  constitute the whole board shall
be not less than three nor more than nine.  Within the limits  above  specified,
the  number of  directors  shall be  determined  by  resolution  of the board of
directors or by the  stockholders at the annual meeting.  The directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
3 of this  Article,  and each  director  elected  shall  hold  office  until his
successor is elected and qualified. Directors need not be stockholders.

Section 3. Vacancies and newly created directorships resulting from any increase
in the  authorized  number  of  directors  may be filled  by a  majority  of the
directors  then in office,  though  less than a quorum,  or by a sole  remaining
director,  and the  directors  so chosen shall hold office until the next annual
election and until their  successors are duly elected and shall qualify,  unless
sooner  displaced.  If there are no  directors  in office,  then an  election of
directors may be held in the manner provided by statute.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the  corporation  may hold  meetings,  both
regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly  elected board of directors  shall be
held as soon as practicable  after each annual election of directors on the same
day and at the same place at which such  election was held and no notice of such
meeting  shall be necessary to the newly  elected  directors in order legally to
constitute  the meeting,  provided a quorum shall be present.  In the event such
meeting is not held at such time and place, the meeting may be held at such time
and place as shall be specified in a notice  given as  hereinafter  provided for
special  meetings  of the  board of  directors,  or as shall be  specified  in a
written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice
at such time and at such place as shall from time to time be  determined  by the
board.

Section 7. Special  meetings of the board may be called by the  president on two
days' notice to each director, if such notice is delivered personally or sent by
telegram,  or on at least three days' notice if sent by mail.  Special  meetings
shall be called by the  president or secretary in like manner and on like notice
on the written request of at least one-half of the directors then in office.

Section  8. At all  meetings  of the board a  majority  of the  directors  shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors,  except as may otherwise be specifically  provided by
statute, the Restated Certificate of Incorporation or these by-laws. If a quorum
shall not be present at any  meeting of the board of  directors,  the  directors
present may adjourn the meeting  from time to time,  without  notice  other than
announcement at the meeting, until a quorum is present. The directors present at
any duly  organized  meeting of the board of directors  may continue to transact
business until adjournment,  notwithstanding  the withdrawal of enough directors
to leave less than a quorum.

The corporation  shall not,  without the consent of the Required  Directors,  as
defined below, at the time of such proposed action,  (i) amend,  alter or repeal
any provision of the Restated  Certificate  of  Incorporation  or by-laws of the
corporation,  or file any  certificate of designation  relating to any preferred
stock; (ii) sell, convey,  transfer,  abandon,  lease or otherwise dispose of or
encumber  all or  substantially  all of its  property  or  business  or effect a
material  change in the nature of its business;  (iii) sell,  convey,  transfer,
abandon,  lease or otherwise  dispose of or encumber any of the capital stock of
Leisegang  Medical,  Inc.  or  Optical  Filter  Corporation,   or  sell  all  or
substantially  all of the property or business of either of those  corporations,
whether or not they  constitute  all or  substantially  all of the  property  or
business of the corporation,  (iv) purchase,  lease or otherwise  acquire all or
substantially all of the properties or assets of any other corporation or entity
(whether through the purchase of stock or assets); (v) merge or consolidate with
or  into  any  other  corporation,   corporations,   entity  or  entities;  (vi)
voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation
or  dissolution  or  transaction  in the  nature  of a  partial  liquidation  or
dissolution;  (vii) issue any shares of its common  stock or any class or series
of capital stock, or any options,  warrants,  bonds, debentures,  notes or other
obligations  or  securities  convertible  into or  exchangeable  for,  or having
optional  rights to purchase,  its common stock (other than  issuances of common
stock upon the exercise of outstanding options or future awards granted pursuant
to the  corporation's  1981 Stock  Option Plan,  1991 Stock  Option  Plan,  1996
Directors  Stock Option Plan or 1997 Stock Purchase Plan) or adopt any new stock
option plan or stock appreciation plan, amend any such plans or amend or reprice
any award or grant  thereunder;  or (viii)  incur any  indebtedness  (other than
accounts  payable  arising  in  the  ordinary  course  of  business)  except  as
permitted, at the time of such incurrence,  by the corporation's existing credit
facility  as  amended or  restated  at such time;  provided,  however,  that the
provisions of this  paragraph  shall  terminate on the first date that Andlinger
Capital XIII LLC (the  "Investor")  and its  Permitted  Transferees,  as defined
below,  beneficially  own in the aggregate less than 98% of their Initial Common
Holdings, as defined below.

For the purposes of the preceding paragraph: (i) "Initial Common Holdings" means
the  aggregate  of  2,000,000  shares of the  corporation's  common  stock  plus
2,000,000  shares of such stock  issuable upon exercise of the warrant issued to
the Investor at the closing of the purchase of such  securities  by the Investor
under the  Securities  Purchase  Agreement  dated as of December 22, 1998 (as if
such shares were issued at such closing);  (ii) "Permitted Transferee" means (a)
the members of Investor,  (b) the spouse or children or  grandchildren  (in each
case,  natural or  adopted)  or any trust for the sole  benefit of the spouse or
children or  grandchildren  (in each case,  natural or adopted) of any member of
Investor, (c) the heirs, executors,  administrators or personal  representatives
upon the death of any member of Investor or upon the  incompetency or disability
of any member of Investor for purposes of the  protection  and management of the
assets of such member,  and (d) any  affiliate  of Investor or its members;  and
(iii) "Required  Directors" means that number of directors of the  corporation's
board of directors equal to the quotient obtained by dividing (x) five times the
number of directors constituting all directors at the time of such determination
by (y)  seven,  and,  if such  quotient  is not a whole  number,  rounding  such
quotient up to the nearest whole number so that,  for example,  if the number of
all directors on the board is seven,  the number of Required  Directors would be
five,  and if the  number of all  directors  is nine,  the  number  of  Required
Directors would be seven.

Section 9. Unless otherwise restricted by the certificate of incorporation or by
these  by-laws,  any action  required or permitted to be taken at any meeting of
the  board of  directors  or of any  committee  thereof  may be taken  without a
meeting,  if all members of the board or committee,  as the case may be, consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
proceedings of the board or committee.

Section 10. Unless  otherwise  restricted by the certificate of incorporation or
these by-laws, members of the board of directors may participate in a meeting of
the board of directors or any committee,  by means of  conference,  telephone or
similar communications  equipment by means of which all persons participating in
the meeting  can hear each  other,  and such  participation  in a meeting  shall
constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors  may, by  resolution  passed by a majority of
the directors then in office,  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  of  disqualification  of a member of a  committee,  the  member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the board of  directors to act at the meeting in the place of any such absent or
disqualified  member.  Any  such  committee,  to  the  extent  provided  in  the
resolution of the board of directors, shall have and may exercise all the powers
and  authority of the board of directors in the  management  of the business and
affairs of the corporation,  and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the  certificate  of  incorporation,
adopting  an  agreement  of  merger  or   consolidation,   recommending  to  the
stockholders  the sale,  lease or  exchange of all or  substantially  all of the
corporation's   property  and  assets,   recommending  to  the   stockholders  a
dissolution of the corporation or a revocation of a dissolution, or amending the
by-laws of the  corporation;  and,  unless the resolution or the  certificate of
incorporation  expressly so provide,  no such committee  shall have the power or
authority  to declare a dividend or to  authorize  the  issuance of stock.  Such
committee or committees  shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report
the same to the board of directors when required. Except as otherwise determined
by the board of directors, the provisions of these by-laws governing meetings of
the board of directors shall apply also to meetings of committees.

COMPENSATION OF DIRECTORS

Section 13. Unless  otherwise  restricted by the certificate of incorporation or
these  by-laws,  the board of  directors  shall  have the  authority  to fix the
compensation of directors.  The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for  attendance  at each meeting of the board of directors or a stated salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

Section 1. Whenever,  under the provisions of the statutes or of the certificate
of  incorporation  or of these  by-laws,  notice is  required to be given to any
director or  stockholder,  it shall not be  construed  to  necessitate  personal
notice, but such notice may be given in writing, delivered in person, by mail or
telegraphic  means,  addressed to such director or stockholder at his address as
it appears on the records of the corporation, with postage or other fees thereon
prepaid,  and such notice  shall be deemed to be given at the time when the same
shall  be  deposited  with the  United  States  Postal  Service,  lodged  with a
telegraphic common carrier or delivered in person to such address.

Section 2.  Whenever any notice is required to be given under the  provisions of
the statutes or of the  certificate  of  incorporation  or 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 V

                                    OFFICERS

Section  1. The  officers  of the  corporation  shall be  chosen by the board of
directors  and  shall  be a  president,  a  vice-president,  a  secretary  and a
treasurer.  The board of  directors  may also  choose a  chairman  of the board,
additional  vice-presidents,  one or more  assistant  secretaries  and assistant
treasurers and any other officers that it deems  necessary or  appropriate.  Any
number of offices  may be held by the same  person,  unless the  certificate  of
incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting
of  stockholders  shall  choose  a  president,  one or more  vice-presidents,  a
secretary and a treasurer.

Section 3. The board of directors may, at any time,  appoint such other officers
and agents as it shall deem  necessary  who shall  hold their  offices  for such
terms and  shall  exercise  such  powers  and  perform  such  duties as shall be
determined from time to time by the board.

Section 4. The salaries of all officers and agents of the  corporation  shall be
fixed by the board of directors.

Section 5. The  officers  of the  corporation  shall  hold  office  until  their
successors are chosen and qualify. Any officer elected or appointed by the board
of  directors  may be  removed,  with  or  without  cause,  at any  time  by the
affirmative  vote of a majority  of the  directors  then in office.  Any vacancy
occurring  in any  office  of the  corporation  shall be  filled by the board of
directors.

THE CHAIRMAN OF THE BOARD

Section 6. The  chairman  of the  board,  if any,  shall be the chief  executive
officer  of the  corporation  and,  subject  to the  direction  of the  board of
directors,  shall perform such executive,  supervisory and management  functions
and  duties  as may be  assigned  to him  from  time  to time  by the  board  of
directors. He shall, if present,  preside at all meetings of stockholders and of
the board of directors unless otherwise determined by the board of directors.

Section 6(a). The chairman of the board may execute  bonds,  mortgages and other
contracts  requiring a seal,  under the seal of the  corporation,  except  where
required or  permitted  by law to be  otherwise  signed and  executed and except
where the signing and  execution  thereof  shall be  expressly  delegated by the
board of directors to some other officer or agent of the corporation.

THE PRESIDENT

Section 7. The president shall preside at all meetings of the  stockholders  and
the board of  directors  in the absence of a chairman  of the board,  shall have
general and active management of the business of the corporation  (except to the
extent that the board of directors has designated  certain business units of the
corporation and the management thereof to report directly to the chairman of the
board) and shall see that all orders and  resolutions  of the board of directors
and the chairman of the board are carried into effect.

Section 8. The  president  may  execute  bonds,  mortgages  and other  contracts
requiring a seal,  under the seal of the  corporation,  except where required or
permitted  by law to be  otherwise  signed and  executed  and  except  where the
signing and  execution  thereof  shall be  expressly  delegated  by the board of
directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 9. In the absence of the  president or in the event of his  inability or
refusal  to act,  the  vice-president  or in the  event  there be more  than one
vice-president, the vice-presidents in the order designated by the directors (or
in the absence of any  designation,  then in the order of their  election) shall
perform  the duties of the  president,  and when so  acting,  shall have all the
powers  of and be  subject  to all the  restrictions  upon  the  president.  The
vice-presidents  shall  perform  such other duties and have such other powers as
the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 10. The  secretary  shall  attend all meetings of the board of directors
and all  meetings  of the  stockholders  and record all the  proceedings  of the
meetings of the  corporation  and of the board of directors in a book to be kept
for that purpose and shall perform like duties for the standing  committees when
required.  He shall give,  or cause to be given,  notice of all  meetings of the
stockholders and special  meetings of the board of directors,  and shall perform
such other duties as may be  prescribed  by the board of directors or president,
under whose supervision he shall be. He shall have custody of the corporate seal
of the  corporation and he, or an assistant  secretary,  shall have authority to
affix the same to any  instrument  requiring it, and when so affixed,  it may be
attested by his signature or by the signature of such assistant  secretary.  The
board of directors may give general  authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

Section 11. The assistant secretary, or if there be more than one, the assistant
secretaries in the order determined by the board of directors (of if there be no
such determination,  then in the order of their election), shall, in the absence
of the secretary or in the event of his inability or refusal to act, perform the
duties and exercise  the powers of the  secretary  and shall  perform such other
duties and have such  other  powers as the board of  directors  may from time to
time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section  12. The  treasurer  shall have the custody of the  corporate  funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable  effects in the name and to the credit of the  corporation in
such depositories as may be designated by the board of directors.

Section 13. He shall disburse the funds of the  corporation as may be ordered by
the board of directors, taking proper vouchers for such disbursements, and shall
render to the president and the board of directors,  at its regular meetings, or
when the board of directors so requires,  an account of all his  transactions as
treasurer and of the financial condition of the corporation.

Section 14. If required by the board of directors, he shall give the corporation
a bond (which shall be renewed every six years) in such sum and with such surety
or sureties as shall be  satisfactory to the board of directors for the faithful
performance  of  the  duties  of his  office  and  for  the  restoration  to the
corporation,  in case of his death,  resignation,  retirement  or  removal  from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the corporation.

Section 15. The  assistant  treasurer,  or if there shall be more than one,  the
assistant  treasurers  in the order  determined by the board of directors (or if
there be no such determination,  then in the order of their election), shall, in
the absence of the treasurer or in the event of his inability or refusal to act,
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.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

Section 1. Every holder of stock in the corporation  shall be entitled to have a
certificate, signed by, or in the name of the corporation by, the president or a
vice president and the treasurer or an assistant treasurer,  or the secretary or
an assistant secretary of the corporation, certifying the number of shares owned
by him in the corporation.

Section 2. Any of or all the signatures on the certificate may be 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.

LOST CERTIFICATES

Section 3. The board of directors may direct a new  certificate or  certificates
to be issued in place of any certificate or certificates  theretofore  issued by
the corporation alleged to have been lost, stolen or destroyed,  upon the making
of an affidavit of that fact by the person  claiming the certificate of stock to
be lost,  stolen or destroyed.  When authorizing such issue of a new certificate
or  certificates,  the  board  of  directors  may,  in its  discretion  and as a
condition  precedent  to the issuance  thereof,  require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal representative, to
advertise  the  same in such  manner  as it  shall  require  and/or  to give the
corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

TRANSFERS OF STOCK

Section  4. Upon  surrender  to the  corporation  or the  transfer  agent of the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5. 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, in advance,  a record date, which shall
not be more than sixty nor less than ten days  before the date of such  meeting,
nor more  than  sixty  days  prior  to any  other  action.  A  determination  of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of
a person  registered  on its books as the owner of shares to receive  dividends,
and to vote as such owner, and to hold liable for calls and assessments a person
registered  on its  books as the  owner of  shares,  and  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 Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the  corporation,  subject to the
provisions of the certificate of  incorporation,  if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property,  or in shares of the capital stock, subject to
the provisions of the certificate of incorporation.

Section 2.  Before  payment of any  dividend,  there may be set aside out of any
funds  of the  corporation  available  for  dividends  such  sum or  sums as the
directors  from time to time, in their  absolute  discretion,  think proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purpose  as  the  directors  shall  think  conducive  to  the  interest  of  the
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be
signed by such  officer or officers or such other person or persons as the board
of directors may from time to time designate.

FISCAL YEAR

Section  4.  Except  as from  time to time  otherwise  provided  by the board of
directors, the fiscal year of the corporation shall commence on the first day of
October.

SEAL

Section  5. The  corporate  seal shall have  inscribed  thereon  the name of the
corporation,  the  year of its  organization  and  the  words  "Corporate  Seal,
Delaware".  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

Section 1. Except as may be provided in Section 8 of Article III,  these by-laws
may be  altered,  amended  or  repealed  or new  by-laws  may be  adopted by the
stockholders  or by the board of directors at any regular or special  meeting of
the stockholders or of the board of directors.

                                   ARTICLE IX

                                 INDEMNIFICATION

Section 1. Right to  Indemnification.  Each person who was or is made a party or
is  threatened  to be made a party to or is  involved in any  action,  suit,  or
proceeding, whether criminal,  administrative or investigative, by reason of the
fact that he or she, or a person of whom he or she is the legal  representative,
is or was a director or officer of the  corporation  or is or was serving at the
request of the corporation as a director,  officer, employee or agent of another
corporation  or of a  partnership,  joint  venture,  trust or other  enterprise,
including  service with respect to employee benefit plans,  whether the basis of
such  proceeding  is  alleged  action in an  official  capacity  as a  director,
officer, employee or agent or in any other capacity while serving as a director,
officer,  employee  or agent,  shall be  indemnified  and held  harmless  by the
corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may  hereafter  be amended  (but,  in the case of any
such amendment,  only to the extent that such amendment  permits the corporation
to  provide  broader   indemnification   rights  than  said  law  permitted  the
Corporation to provide prior to such amendments) against all expenses, liability
and loss (including  attorneys' fees,  judgments,  fines,  ERISA excise taxes or
penalties and amounts paid or to be paid in settlement)  reasonably  incurred or
suffered by such person in connection  therewith,  provided,  however,  that the
corporation shall indemnify any such person seeking indemnity in connection with
any suit or proceeding  (or part thereof)  initiated by such person only if such
action,  suit or  proceeding  (or part  thereof) was  authorized by the board of
directors  of the  corporation.  Such right shall be a contract  right and shall
include the right to be paid by the corporation  expenses  incurred in defending
any such  proceeding  in advance of its final  disposition;  provided,  however,
that,  the payment of such expenses  incurred by a director or officer in his or
her  capacity as a director or officer  (and not in any other  capacity in which
service  was or is  rendered  by  such  person  while  a  director  or  officer,
including,  without limitation,  service to an employee benefit plan) in advance
of the final disposition of such proceeding, shall be made only upon delivery to
the corporation of an undertaking,  by or on behalf of such director or officer,
to repay all amounts so advanced if it should be determined ultimately that such
director or officer is not  entitled  to be  indemnified  under this  Section or
otherwise.

Section 2. Right of Claimant to Bring  Suit.  If a claim under  Section 1 is not
paid in full by the  corporation  within  ninety days after a written  claim has
been received by the corporation,  the claimant may at any time thereafter bring
suit against the  corporation  to recover the unpaid amount of the claim and, if
successful in whole or in part,  the claimant  shall be entitled to be paid also
the expense of prosecuting  such claim. It shall be a defense to any such action
(other  than an action  brought to  enforce a claim for  expenses  incurred,  in
defending any proceeding in advance of its final  disposition where the required
undertaking has been tendered to the corporation)  that the claimant has not met
the standards of conduct which make it  permissible  under the Delaware  General
Corporation  Law for the  corporation  to indemnify  the claimant for the amount
claimed,  but the burden of proving  such defense  shall be on the  corporation.
Neither  the  failure  of the  corporation  (including  its board of  directors,
independent  legal counsel,  or its  stockholders)  to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the corporation (including its board of directors,  independent
legal  counsel,  or its  stockholders)  that  the  claimant  had  not  met  such
applicable  standard  of  conduct,  shall be a defense to the action or create a
presumption that claimant had not met the applicable standard of conduct.

Section 3.  Non-Exclusivity  of Rights.  The rights  conferred  on any person by
Sections 1 and 2 shall not be exclusive of any other right which such person may
have or hereafter  acquire under any statute,  provision of the  certificate  of
incorporation,   by-law,   agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

Section 4. Insurance. The corporation may maintain insurance, at its expense, to
protect  itself  and any  such  director,  officer,  employee  or  agent  of the
corporation or another corporation,  partnership,  joint venture, trust or other
enterprise  against  any such  expense,  liability  or loss,  whether or not the
corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.