<PAGE>
                                                                     EXHIBIT 3.1





                                 SUNSOURCE INC.
                            (a Delaware corporation)









                              AMENDED AND RESTATED

                                     BYLAWS




















As adopted by the Corporation's stockholders as of September 26, 2001.



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----

<S>                                                                                          <C>
ARTICLE I....................................................................................5

OFFICES......................................................................................5

        Section 1     Registered Office......................................................5

        Section 2     Additional Offices.....................................................5

ARTICLE II...................................................................................5

MEETINGS OF STOCKHOLDERS.....................................................................5

        Section 1.    Time and Place.........................................................5

        Section 2.    Annual Meeting.........................................................5

        Section 3.    Notice of Annual Meeting...............................................5

        Section 4.    Special Meetings.......................................................5

        Section 5.    Notice of Special Meeting..............................................6

        Section 6.    List of Stockholders...................................................6

        Section 7.    Presiding Officer; Order of Business...................................6

        Section 8.    Quorum; Adjournments...................................................7

        Section 9.    Voting.................................................................7

        Section 10.   Action by Consent......................................................8

ARTICLE III..................................................................................8

DIRECTORS....................................................................................8

        Section 1.    General Powers; Number; Tenure.........................................8

        Section 2.    Vacancies..............................................................8

        Section 3.    Removal; Resignation...................................................8

        Section 4.    Place of Meetings......................................................9

        Section 5.    Annual Meeting.........................................................9

        Section 6.    Regular Meetings.......................................................9

        Section 7.    Special Meetings.......................................................9

        Section 8.    Quorum; Adjournments...................................................9

        Section 9.    Compensation...........................................................9

        Section 10.   Action by Consent......................................................9

</TABLE>


                                      -ii-
<PAGE>


<TABLE>

<S>                                                                                         <C>
        Section 11.   Meetings by Telephone or Similar Communications.......................10

ARTICLE IV..................................................................................10

COMMITTEES..................................................................................10

        Section 1.    Committees............................................................10

        Section 2.    Vacancies; Chances; Discharge.........................................10

        Section 3.    Compensation..........................................................10

        Section 4.    Action by Consent.....................................................10

        Section 5.    Meetings by Telephone or Similar Communications.......................10

ARTICLE V...................................................................................11

NOTICES.....................................................................................11

        Section 1.    Form; Delivery........................................................11

        Section 2.    Waiver................................................................11

ARTICLE VI..................................................................................11

OFFICERS....................................................................................11

        Section 1.    Designations..........................................................11

        Section 2.    Term of Office; Removal...............................................11

        Section 3.    Compensation..........................................................12

        Section 4.    The Chairman of the Board.............................................12

        Section 5.    The President.........................................................12

        Section 6.    The Vice-Presidents...................................................12

        Section 7.    The Secretary.........................................................12

        Section 8.    The Assistant Secretary...............................................13

        Section 9.    The Treasurer.........................................................13

        Section 10.   The Assistant Treasurer...............................................13

ARTICLE VII.................................................................................13

ARTICLE VIII................................................................................17

AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS............................................17

        Section 1.    Affiliated Transactions...............................................17

        Section 2.    Determining Quorum....................................................17

ARTICLE IX..................................................................................17

STOCK CERTIFICATES..........................................................................17

</TABLE>


                                     -iii-
<PAGE>


<TABLE>
<S>                                                                                         <C>
        Section 1.    Form; Signatures......................................................17

        Section 2.    Registration of Transfer..............................................18

        Section 3.    Registered Stockholders...............................................18

        Section 4.    Record Date...........................................................18

        Section 5.    Lost, Stolen or Destroyed Certificates................................19

ARTICLE X...................................................................................19

GENERAL PROVISIONS..........................................................................19

        Section 1.    Dividends.............................................................19

        Section 2.    Reserves..............................................................19

        Section 3.    Fiscal Year...........................................................19

        Section 4.    Seal..................................................................20

ARTICLE XI..................................................................................20

AMENDMENTS..................................................................................20

</TABLE>



                                      -iv-
<PAGE>


                           AMENDED AND RESTATED BYLAWS

                                       of

                                 SUNSOURCE INC.


                                    ARTICLE I


                                     OFFICES


        Section 1  Registered Office. The registered office of the Corporation
shall be at: Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19808.

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

                                   ARTICLE II


                            MEETINGS OF STOCKHOLDERS


        Section 1. Time and Place. A meeting of stockholders for any purpose may
be held at such time and place, within or without the State of Delaware, as the
Board of Directors may fix from time to time and as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

        Section 2. Annual Meeting. Annual meetings of stockholders shall be held
for the election of directors at such date, time and place, either within or
without the State of Delaware, as may be designated by resolution of the Board
of Directors from time to time. Any other proper business may be transacted at
the annual meeting.

        Section 3. Notice of Annual Meeting. Written notice of the annual
meeting, stating the place, date and time thereof, shall be given to each
stockholder entitled to vote at such meeting not less than 10 (unless a longer
period is required by law) nor more than 60 days prior to the meeting.

        Section 4. Special Meetings. 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 Chairman of the Board, if
any, or 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 the stockholders owning a majority of the shares of capital stock of
the Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of
                                      -5-
<PAGE>

the proposed meeting.

        Section 5. Notice of Special Meeting. Written notice of a special
meeting, stating the place, date and time thereof and the purpose or purposes
for which the meeting is called, shall be given to each stockholder entitled to
vote at such meeting not less than 10 (unless a longer period is required by
law) nor more than 60 days prior to the meeting.

        Section 6. List of Stockholders. The officer in charge of the stock
ledger of the Corporation or the transfer agent shall prepare and make, at least
10 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 10 days prior to the meeting, at a
place within the city where the meeting is to be held, which place, if other
than the place of the meeting, shall be specified in the notice of the meeting.
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 in person thereat.

        Section 7. Presiding Officer; Order of Business.
               (a) Meetings of stockholders shall be presided over by the
Chairman of the Board, if any, or, if he is not present (or, if there is none),
by the President, or, if he is not present, by a Vice-President, or, if he is
not present, by such person who may have been chosen by the Board of Directors,
or, if none of such persons is present, by a chairman to be chosen by the
stockholders owning a majority of the shares of capital stock of the Corporation
issued and outstanding and entitled to vote at the meeting and who are present
in person or represented by proxy. The Secretary of the Corporation, or, if he
is not present, an Assistant Secretary, or, if he is not present, such person as
may be chosen by the Board of Directors, shall act as secretary of meetings of
stockholders, or, if none of such persons is present, the stockholders owning a
majority of the shares of capital stock of the Corporation issued and
outstanding and entitled to vote at the meeting and who are present in person or
represented by proxy shall choose any person present to act as secretary of the
meeting.

               (b) The following order of business, unless otherwise ordered
at the meeting, shall be observed as far as practicable and consistent with the
purposes of the meeting:

1.      Call of the meeting to order.

2.      Presentation of proof of mailing of the notice of the meeting and, if
the meeting is a special meeting, the call thereof.

3.      Presentation of proxies.

4.      Announcement that a quorum is present.



                                      -6-
<PAGE>


5.      Reading and approval of the minutes of the previous meeting.

6.      Reports, if any, of officers.

7.      Election of directors, if the meeting is an annual meeting or a meeting
called for that purpose.

8.      Consideration of the specific purpose or purposes for which the meeting
has been called (other than the election of directors), if the meeting is a
special meeting.

9.      Transaction of such other business as may properly come before the
meeting.

10.     Adjournment.

        Section 8. Quorum; Adjournments. The holders of a majority of the shares
of capital stock of the Corporation issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall be necessary to, and
shall constitute a quorum for, the transaction of business at all meetings of
the stockholders, except as otherwise provided by statute or by the Certificate
of Incorporation. If, however, a quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken, until a quorum shall be present or represented. Even if a 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 have
the power to adjourn the meeting from time to time for good cause, without
notice of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken, until a date which is not more
than 30 days after the date of the original meeting. At any such adjourned
meeting, at which a quorum shall be present in person or represented by proxy,
any business may be transacted which might have been transacted at the meeting
as originally called. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote thereat.

        Section 9. Voting.
               (a) At any meeting of stockholders, every stockholder having the
right to vote shall be entitled to vote in person or by proxy. Except as
otherwise provided by law or the Certificate of Incorporation, each stockholder
of record shall be entitled to one vote for each share of capital stock
registered in his name on the books of the Corporation.

               (b) All elections shall be determined by a plurality vote, and,
except as otherwise provided by law or the Certificate of Incorporation, all
other matters shall be determined by a vote of a majority of the shares present
in person or represented by proxy and voting on such other matters.


                                      -7-
<PAGE>


       Section 10. Action by Consent. Any action required or permitted by law
or the Certificate of Incorporation to be taken at any meeting of stockholders
may be taken without a meeting, without prior notice and without a vote, if a
written consent, 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 or represented by proxy and
voted. Such written consent shall be filed with the minutes of meetings of
stockholders. 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 so consented in writing thereto.


                                   ARTICLE III


                                    DIRECTORS


       Section 1. General Powers; Number; Tenure. The business of the
Corporation shall be managed by its Board of Directors, which may exercise all
powers of the Corporation and perform all lawful acts and things which are not
by law, the Certificate of Incorporation or these Bylaws directed or required to
be exercised or performed by the stockholders. The number of directors
constituting the whole board as of the date of the approval of these Amended and
Restated Bylaws shall be seven. Thereafter, such number may be fixed from time
to time by action of the stockholders or of the directors. The directors shall
be elected at the annual meeting of the stockholders, except as provided in
Section 2 of this Article, and each director elected shall hold office until his
successor is elected and shall qualify. Directors need not be stockholders.

       Section 2. Vacancies. If any vacancies occur in the Board of Directors,
other than as a result of the creation of a new directorship, they may be filled
by vote of a majority of the directors then in office, although less than a
quorum, by a sole remaining director, or by the stockholders. Each director so
chosen shall hold office until the next annual meeting of stockholders and until
his successor is duly elected and shall qualify. If there are no directors in
office, or if any vacancies occur in the Board of Directors as a result of the
creation of a new directorship, any officer or stockholder may call a special
meeting of stockholders in accordance with the provisions of the Certificate of
Incorporation or these Bylaws, at which meeting such vacancies shall be filled.

       Section 3. Removal; Resignation.
              (a)  Except as otherwise provided by law or the Certificate of
Incorporation, any director, directors 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.

               (b) Any director may resign at any time by giving written
notice to the Board


                                      -8-
<PAGE>


of Directors, the Chairman of the Board, the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, a resignation
shall take effect upon delivery thereof to the Board of Directors or the
designated office. It shall not be necessary for a resignation to be accepted
before it becomes effective.

        Section 4. Place of Meetings. The Board of Directors may hold meetings,
both regular and special, ither within or without the State of Delaware.

        Section 5. Annual Meeting. The annual meeting of each newly elected
Board of Directors shall be held immediately following the annual meeting of
stockholders, 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.

        Section 6. Regular Meetings. Additional regular meetings of the Board of
Directors may be held without notice, at such time and place as may from time to
time be determined by the Board of Directors.

        Section 7. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President or by 2 or more
directors on at least 2 days' notice to each director, if such notice is
delivered personally or sent by telegram, or on at least 3 days' notice if sent
by mail. Special meetings shall be called by the Chairman of the Board,
President, Secretary or 2 or more directors in like manner and on like notice on
the written request of one-half or more of the number of directors then in
office. Any such notice need not state the purpose or purposes of such meeting
except as provided in Article XI.

        Section 8. Quorum; Adjournments. At all meetings of the Board of
Directors, a majority of the directors then in office 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 be otherwise specifically provided by law or the
Certificate of Incorporation. If a quorum is not 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 shall
be present.

        Section 9. Compensation. Directors shall be entitled to such
compensation for their services as directors and to such reimbursement for any
reasonable expenses incurred in attending directors' meetings as may from time
to time be fixed by the Board of Directors. The compensation of directors may be
on such basis as is determined by the Board of Directors. Any director may waive
compensation for any meeting. Any director receiving compensation under these
provisions shall not be barred from serving the Corporation in any other
capacity and receiving compensation and reimbursement for reasonable expenses
for such other services.

        Section 10. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
a written consent to such action is signed by all members of the Board of
Directors and such written consent is filed with


                                      -9-
<PAGE>

the minutes of its proceedings.

        Section 11. Meetings by Telephone or Similar Communications. The Board
of Directors may participate in a meeting by means of conference telephone or
similar communications equipment by means of which all directors participating
in the meeting can hear each other, and participation in such meeting shall
constitute presence in person by such director at such meeting.


                                   ARTICLE IV


                                   COMMITTEES


        Section 1. Committees. The Board of Directors, by resolutions adopted by
a majority of the whole Board, may appoint such committee or committees as it
shall deem advisable and with such functions and duties as the Board of
Directors shall prescribe.

        Section 2. Vacancies; Chances; Discharge. The Board of Directors shall
have the power at any time to fill vacancies in, to change the membership of,
and to discharge any committee.

        Section 3. Compensation. Members of any committee shall be entitled to
such compensation for their services as members of any such committee and to
such reimbursement for any reasonable expenses incurred in attending committee
meetings as may from time to time be fixed by the Board of Directors. Any member
may waive compensation for any meeting. Any committee member receiving
compensation under these provisions shall not be barred from serving the
Corporation in any other capacity and from receiving compensation and
reimbursement of reasonable expenses for such other services.

        Section 4. Action by Consent. Any action required or permitted to be
taken at any meeting of any committee of the Board of Directors may betaken
without a meeting if a written consent to such action is signed by all members
of the committee and such written consent is filed with the minutes of its
proceedings.

        Section 5. Meetings by Telephone or Similar Communications. The members
of any committee designated by the Board of Directors may participate in a
meeting of such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in such
meeting can hear each other and participation in such meeting shall constitute
presence in person at such meeting.


                                      -10-

<PAGE>


                                    ARTICLE V


                                     NOTICES


        Section 1. Form; Delivery. Whenever, under the provisions of law, the
Certificate of Incorporation or these Bylaws, notice is required to be given to
any director or stockholder, it shall not be construed to mean personal notice
unless otherwise specifically provided, but such notice may be given in writing,
by mail, addressed to such director or stockholder, at his address as it appears
on the records of the Corporation, with postage thereon prepaid. Such notices
shall be deemed to be given at the time they are deposited in the United States
mail. Notice to a director may also be given personally or by telegram sent to
his address as it appears on the records of the Corporation.

        Section 2. Waiver. Whenever any notice is required to be given under the
provisions of law, the Certificate of Incorporation or these Bylaws, a written
waiver thereof, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed to be equivalent to
such notice. In addition, any stockholder who attends a meeting of stockholders
in person, or is represented at such meeting by proxy, without protesting at the
commencement of the meeting the lack of notice thereof to him, or any director
who attends a meeting of the Board of Directors without protesting, at the
commencement of the meeting, such lack of notice, shall be conclusively deemed
to have waived notice of such meeting.


                                   ARTICLE VI


                                    OFFICERS


        Section 1. Designations. The officers of the Corporation shall be chosen
by the Board of Directors. The Board of Directors may choose a Chairman of the
Board, a President, a Vice-President or Vice-Presidents, a Secretary, a
Treasurer, one or more Assistant Secretaries and/or Assistant Treasurers and
other officers and agents as it shall deem necessary or appropriate. All
officers of the Corporation shall exercise such powers and perform such duties
as shall from time to time be determined by the Board of Directors. Any number
of offices may be held by the same person, unless the Certificate of
Incorporation or these Bylaws otherwise provide.

        Section 2. Term of Office; Removal. The Board of Directors at its annual
meeting after each annual meeting of stockholders shall choose a President, a
Secretary and a Treasurer. The Board of Directors may also choose a Chairman of
the Board, a Vice-President or Vice-Presidents, one or more Assistant
Secretaries and/or Assistant Treasurers, and such other officers and agents as
it shall deem necessary or appropriate. Each officer of the Corporation shall
hold office until his successor is chosen and shall 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


                                      -11-
<PAGE>

a majority of the directors then in office. Such removal shall not prejudice the
contract rights, if any, of the person so removed. Any vacancy occurring in any
office of the Corporation may be filled for the unexpired portion of the term by
the Board of Directors.

        Section 3. Compensation. The salaries of all officers of the Corporation
shall be fixed from time to time by the Board of Directors and no officer shall
be prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.

        Section 4. The Chairman of the Board. The Chairman of the Board, if any,
shall be an 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.

        Section 5. The President.
               (a) The President shall be the chief executive officer of the
Corporation and, subject to the direction of the Board of Directors, shall have
general charge of the business, affairs and property of the Corporation and
general supervision over its other officers and agents. In general, he shall
perform all duties incident to the office of President and shall see that all
orders and resolutions of the Board of Directors are carried into effect. In
addition to and not in limitation of the foregoing, the President shall be
empowered to authorize any change of the registered office or registered agent
(or both) of the Corporation in the State of Delaware.

               (b) Unless otherwise prescribed by the Board of Directors, the
President shall have full power and authority on behalf of the Corporation to
attend, act and vote at any meeting of security holders of other corporations in
which the Corporation may hold securities. At such meeting the President shall
possess and may exercise any and all rights and powers incident to the ownership
of such securities which the Corporation might have possessed and exercised if
it had been present. The Board of Directors may from time to time confer like
powers upon any other person or persons.

        Section 6. The Vice-Presidents. The Vice-President, if any (or in the
event there be more than one, the Vice-Presidents in the order designated, or in
the absence of any designation, in the order of their election), shall, in the
absence of the President or in the event of his disability, perform the duties
and exercise the powers of the President and shall generally assist the
President and perform such other duties and have such other powers as may from
time to time be prescribed by the Board of Directors or the President.

        Section 7. The Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all votes and the
proceedings of the meetings in a book to be kept for that purpose and shall
perform like duties for any committees of the Board of Directors, if required.
He shall give, or cause to be given, notice of all meetings of stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may from time to time be prescribed by the Board of Directors or the
President, under



                                      -12-
<PAGE>

whose supervision he shall act. He shall have custody of the 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, the seal 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 thereof by his signature.

        Section 8. The Assistant Secretary. The Assistant Secretary, if any (or
in the event there be more than one, the Assistant Secretaries in the order
designated, or in the absence of any designation, in the order of their
election), shall, in the absence of the Secretary or in the event of his
disability, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as may from time to
time be prescribed by the Board of Directors or the President.

        Section 9. The Treasurer. The Treasurer, if any, shall have the custody
of the corporate funds and other valuable effects, including 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 from time to time be designated by the Board of Directors. The treasurer, if
any, 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 Chairman of the Board, the President and the Board of Directors, at regular
meetings of the Board, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.

        Section 10. The Assistant Treasurer. The Assistant Treasurer, if any (or
in the event there shall be more than one, the Assistant Treasurers in the order
designated, or in the absence of any designation, in the order of their
election), shall, in the absence of the Treasurer or in the event of his
disability, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as may from time to
time be prescribed by the Board of Directors.


                                   ARTICLE VII

                   INDEMNIFICATION OF DIRECTORS, OFFICERS AND
                        OTHER AUTHORIZED REPRESENTATIVES

        Section 1. Indemnification of Authorized Representatives in Third Party
        Proceedings. The Corporation shall indemnify, to the fullest extent
permitted by law, any person who was or is an authorized representative of the
Corporation, and who was or is a party, or is threatened to be made a party to
any third party proceeding, by reason of the fact that such person was or is an
authorized representative of the Corporation, against expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such third party proceeding if such person acted in good
faith and in a manner


                                      -13-
<PAGE>


such person reasonably believed to be in, or not opposed to, the best interests
of the Corporation and, with respect to any criminal third party proceeding, had
no reasonable cause to believe such conduct was unlawful. The termination of any
third party proceeding by judgment, order, settlement, conviction or upon a plea
of nolo contendere or its equivalent, shall not of itself create a presumption
that the authorized representative did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed to, the best
interests of the Corporation, and, with respect to any criminal third party
proceeding, had reasonable cause to believe that such conduct was unlawful.

        Section 2. Indemnification of Authorized Representatives in Corporate
Proceedings. The Corporation shall indemnify, to the fullest extent permitted by
law, any person who was or is an authorized representative of the Corporation
and who was or is a party or is threatened to be made a party to any corporate
proceeding, by reason of the fact that such person was or is an authorized
representative of the Corporation, against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of such
corporate proceeding if such person acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such corporate proceeding was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such authorized representative is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

        Section 3. Mandatory Indemnification of Authorized Representatives. To
the extent that an authorized representative or other employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
third party or corporate proceeding or in defense of any claim, issue or matter
therein, such person shall be indemnified, to the fullest extent permitted by
law, against expenses actually and reasonably incurred by such person in
connection therewith.

        Section 4. Determination of Entitlement to Indemnification. Any
indemnification under Section 1, 2 or 3 of this Article (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the authorized representative or
other employee or agent is proper in the circumstances because such person has
either met the applicable standard of conduct set forth in Section 1 or 2 of
this Article or has been successful on the merits or otherwise as set forth in
Section 3 of this Article and that the amount requested has been actually and
reasonably incurred. Such determination shall be made:

               (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such third party or corporate
proceeding; or

               (b) if such a quorum is not obtainable, or even if obtainable,
a quorum of


                                      -14-
<PAGE>

disinterested directors so directs, by independent legal counsel in a written
opinion; or

               (c) by the stockholders.

        Section 5. Advancing Expenses. Expenses actually and reasonably incurred
in defending a third party or corporate proceeding shall be paid on behalf of an
authorized representative by the Corporation in advance of the final disposition
of such third party or corporate proceeding upon receipt of an undertaking by or
on behalf of the authorized representative to repay such amount if it shall
ultimately be determined that the authorized representative is not entitled to
be indemnified by the Corporation as authorized in this Article. The financial
ability of any authorized representative to make a repayment contemplated by
this section shall not be a prerequisite to the making of an advance. Expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

        Section 6.    Definitions.  For purposes of this Article:

               (a)    "authorized representative" shall mean any and all
directors and officers of the Corporation and any person designated as an
authorized representative by the Board of Directors of the Corporation (which
may, but need not, include any person serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise);

               (b)    "Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued;

              (c)   "corporate proceeding" shall mean any threatened, pending
or completed action or suit by or in the right of the Corporation to procure a
judgment in its favor or investigative proceeding by the Corporation;

              (d)   "criminal third party proceeding" shall include any action
or investigation which could or does lead to a criminal third party proceeding;

              (e)   "expenses" shall include attorneys' fees and disbursements;

              (f)   "fines" shall include any excise taxes assessed on a person
with respect to



                                      -15-
<PAGE>

an employee benefit plan;

               (g)  "not opposed to the best interests of the Corporation"
shall include actions taken in good faith and in a manner the authorized
representative reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan;

               (h)  "other enterprises" shall include employee benefit plans;

               (i)  "party" shall include the giving of testimony or similar
involvement;

               (j)  "serving at the request of the Corporation" shall include
any service as a director, officer or employee of the Corporation which imposes
duties on, or involves services by, such director, officer or employee with
respect to an employee benefit plan, its participants, or beneficiaries; and

               (k)  "third party proceeding" shall mean any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of the
Corporation.

        Section 7.  Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
the person and incurred by the person in any such capacity, or arising out of
his or her status as such, whether or not the Corporation would have the power
or the obligation to indemnify such person against such liability under the
provisions of this Article.

        Section 8.  Scope of Article. The indemnification of authorized
representatives and advancement of expenses, as authorized by the preceding
provisions of this Article, shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office. The indemnification and advancement of
expenses provided by or granted pursuant to this Article shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be an authorized representative and shall inure to the benefit of the heirs,
executors and administrators of such a person.


                                      -16-
<PAGE>

        Section 9.  Reliance on Provisions. Each person who shall act as an
authorized representative of the Corporation shall be deemed to be doing so in
reliance upon rights of indemnification provided by this Article.


                                  ARTICLE VIII


                AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS


        Section 1.  Affiliated Transactions. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction or solely because his or their votes are
counted for such purpose, if:

               (a)  The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or

               (b)  The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

               (c)  The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors,
a committee thereof, or the stockholders.

        Section 2.  Determining Quorum.  Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee thereof which authorizes the contract or
transaction.


                                   ARTICLE IX


                               STOCK CERTIFICATES


        Section 1.  Form; Signatures.
               (a)  Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by the Chairman of the Board or the President and
together with any of (i) the Treasurer; (ii) an Assistant Treasurer; (iii) the
Secretary; or (iv) an Assistant Secretary of the


                                      -17-
<PAGE>


Corporation, exhibiting the number and class (and series, if any) of shares
owned by him, and bearing the seal of the Corporation. Such signatures and seal
may be facsimile. A certificate may be manually signed by a transfer agent or
registrar other than the Corporation or its employee but may be a facsimile. In
case any officer who has signed, or whose facsimile signature was placed on, a
certificate shall have ceased to be such officer before such certificate is
issued, it may nevertheless be issued by the Corporation with the same effect as
if he were such officer at the date of its issue.

               (b)  All stock certificates representing shares of capital
stock which are subject to restrictions on transfer or to other restrictions may
have imprinted thereon such notation to such effect as may be determined by the
Board of Directors.

        Section 2.  Registration of Transfer. Upon surrender to the Corporation
or any 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 or its transfer
agent to issue a new certificate to the person entitled thereto, to cancel the
old certificate and to record the transaction upon its books.

        Section 3.  Registered Stockholders.
               (a)  Except as otherwise provided by law, the Corporation shall
be entitled to recognize the exclusive right of a person who is registered on
its books as the owner of shares of its capital stock to receive dividends or
other distributions, to vote as such owner, and to hold liable for calls and
assessments any person who is registered on its books as the owner of shares of
its capital stock. The Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person.

               (b)  If a stockholder desires that notices and/or dividends
shall be sent to a name or address other than the name or address appearing on
the stock ledger maintained by the Corporation (or by the transfer agent or
registrar, if any), such stockholder shall have the duty to notify the
Corporation (or the transfer agent or registrar, if any) in writing, of such
desire. Such written notice shall specify the alternate name or address to be
used.

        Section 4. Record Date. In order that the Corporation may determine the
stockholders of record who are entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or entitled to receive payment of
any dividend or other distribution, or to make a determination of the
stockholders of record for any other proper purpose, the Board of Directors may,
in advance, fix a date as the record date for any such determination. Such date
shall not be more than 60 nor less than 10 days before the date of such meeting,
nor more than 60 days prior to the date of 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 taken pursuant to
Section 8 of Article II; provided, however, that the Board of Directors may fix
a new record date for the adjourned meeting.

        Section 5. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct


                                      -18-
<PAGE>

a new certificate to be issued in place of any certificate theretofore issued by
the Corporation which is claimed 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, 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 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, or other security in such form, as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the certificate
claimed to have been lost, stolen or destroyed.


                                    ARTICLE X


                               GENERAL PROVISIONS

        Section 1.  Dividends. Subject to the provisions of the Certificate of
Incorporation, dividends upon the outstanding capital stock of the Corporation
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law, and may be paid in cash, in property or in shares of the
Corporation's capital stock.

        Section 2. Reserves. The Board of Directors shall have full power,
subject to the provisions of law and the Certificate of Incorporation, to
determine whether any, and, if so, what part, of the funds legally available for
the payment of dividends shall be declared as dividends and paid to the
stockholders of the Corporation. The Board of Directors, in its sole discretion,
may fix a sum which may be set aside or reserved over and above the paid-in
capital of the Corporation for working capital or as a reserve for any proper
purpose, and may, from time to time, increase, diminish or vary such fund or
funds.

        Section 3.  Fiscal Year.  The fiscal year of the Corporation shall be
as determined from time to time by the Board of Directors and unless otherwise
determined shall be the calendar year.

        Section 4.  Seal.  The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its incorporation and the words
Corporate Seal and Delaware.

                                   ARTICLE XI


                                   AMENDMENTS


        The Board of Directors shall have the power to make, alter and repeal
these Bylaws, and to adopt new bylaws, by an affirmative vote of a majority of
the whole Board, provided that notice of the proposal to make, alter or repeal
these Bylaws, or to adopt new bylaws, must be included in the notice of the
meeting of the Board of Directors at which such action takes place.



                                      -19-