<PAGE>   1
                                                                   EXHIBIT 3(ii)




                          SECOND AMENDED AND RESTATED

                                 B Y - L A W S


                                       OF


                            NETWORK SOLUTIONS, INC.

                            (a Delaware corporation)

                          Effective as of May 1, 1998
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                <C>                                                                                             <C>
ARTICLE 1          Offices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.1       Principal Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.2       Additional Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 2          Meeting of Stockholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         2.1       Place of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         2.2       Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         2.3       Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         2.4       Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         2.5       Business Matter of a Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         2.6       List of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         2.7       Organization and Conduct of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         2.8       Quorum and Adjournments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         2.9       Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.10      Majority Vote. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.11      Record Date for Stockholder Notice and Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.12      Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.13      Inspectors of Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         2.14      Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE 3          Directors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.1       Number; Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.2       Resignation and Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.3       Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         3.4       Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         3.5       Place of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         3.6       Annual Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         3.7       Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         3.8       Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         3.9       Quorum and Adjournments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         3.10      Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         3.11      Telephone Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         3.12      Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         3.13      Fees and Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         3.14      Rights of Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         3.15      Nominating Procedures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE 4          Committees of Directors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         4.1       Selection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         4.2       Power. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         4.3       Committee Minutes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

ARTICLE 5          Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         5.1       Officers Designated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         5.2       Appointment of Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         5.3       Subordinate Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         5.4       Removal and Resignation of Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         5.5       Vacancies in Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         5.6       Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         5.7       The Chairman of the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         5.8       The Chief Executive Officer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         5.9       The President. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
</TABLE>

                                      -i-
<PAGE>   3

<TABLE>
<S>                <C>                                                                                               <C>
         5.10      The Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         5.11      The Secretary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         5.12      The Assistant Secretary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         5.13      The Treasurer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         5.14      The Assistant Treasurer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

ARTICLE 6          Stock Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         6.1       Certificates for Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         6.2       Signatures on Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         6.3       Transfer of Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         6.4       Registered Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         6.5       Record Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         6.6       Lost, Stolen or Destroyed Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

ARTICLE 7          Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         7.1       Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         7.2       Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

ARTICLE 8          General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         8.1       Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         8.2       Dividend Reserve.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         8.3       Checks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         8.4       Fiscal Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         8.5       Corporate Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         8.6       Execution of Corporate Contracts and Instruments.  . . . . . . . . . . . . . . . . . . . . . . .  15

ARTICLE 9          Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

ARTICLE 10         Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         10.1      Actions, Etc., Other Than By or In The Right of the Corporation. . . . . . . . . . . . . . . . .  16
         10.2      Actions, Etc., By or In The Right of the Corporation . . . . . . . . . . . . . . . . . . . . . .  17
         10.3      Determination of Right of Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         10.4      Indemnification Against Expenses of Successful Party . . . . . . . . . . . . . . . . . . . . . .  18
         10.5      Advances of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         10.6      Right to Indemnification Upon Application;
                   Procedure Upon Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         10.7      Indemnification of Employees and Agents of
                   the Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         10.8      Other Rights and Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         10.9      Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         10.10     Constituent Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         10.11     Other Enterprises, Fines, and Serving at
                   Corporation's Request. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         10.12     Savings Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
</TABLE>

                                      -ii-
<PAGE>   4
                                 B Y - L A W S

                                       OF

                            NETWORK SOLUTIONS, INC.

                            (a Delaware corporation)


                                   ARTICLE I

                                    Offices

         1.1  Principal Office.  The principal executive office of the
Corporation shall be 9 East Loockerman Square, City of Dover, County of Kent,
Dover, Delaware 19901, and the name of the registered agent in charge thereof
is National Corporate Research, Ltd.

         1.2  Additional Offices.  The Corporation may also have offices at
such other places, either within or without the State of Delaware, as the Board
of Directors (the "Board") may from time to time designate or the business of
the Corporation may require.

                                   ARTICLE 2

                            Meeting of Stockholders

         2.1  Place of Meeting.  All meetings of the stockholders for the
election of directors shall be held at the principal office of the Corporation,
at such place as may be fixed from time to time by the Board or at such other
place either within or without the State of Delaware as shall be designated
from time to time by the Board and stated in the notice of the meeting.
Meetings of stockholders for any purpose may be held at such time and place
within or without the State of Delaware as the Board 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.

         2.2  Annual Meeting.  Annual meetings of stockholders shall be held
each year at such date and time as shall be designated from time to time by the
Board and stated in the notice of the meeting.  At such annual meetings, the
stockholders shall elect a Board and transact such other business as may
properly be brought before the meetings.

         At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.  To be
properly brought before an annual meeting, business must be specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board, otherwise properly brought before the meeting by or at the direction
of the Board, or otherwise properly brought before the meeting by a
stockholder.  In addition to any other appli-





                                      -1-
<PAGE>   5
cable requirements, for business to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation.  To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation, not less than fifty (50) days nor more than
seventy-five (75) days prior to the meeting; provided, however, that in the
event that less than sixty-five (65) days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 15th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made.  A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and record
address of the stockholder proposing such business, (iii) the class and number
of shares of the Corporation which are beneficially owned by the stockholder,
(iv) any material interest of the stockholder in such business.

                   Notwithstanding anything in these By-Laws to the contrary,
no business shall be conducted at the annual meeting except in accordance with
the procedures set forth in this Section 2.2 by any stockholder of any business
properly brought before the annual meeting in accordance with said procedure.

                   The chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section,
and if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.


         2.3  Special Meetings.  Special meetings of the stockholders, for any
purpose or purposes, may, unless otherwise prescribed by statute or by the
Certificate of Incorporation, be called only by the Chairman of the Board, the
Chief Executive Officer, the President, if such an officer is appointed, or the
Board.

         2.4  Notice of Meetings.  Written notice of stockholders' meetings,
stating the place, date and time of the meeting 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 ten (10) nor more than sixty (60) days prior
to the meeting.

         When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than
thirty (30) days





                                      -2-
<PAGE>   6
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date and
time of the adjourned meeting shall be given in conformity herewith.  At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

         2.5  Business Matter of a Special Meeting.  Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

         2.6  List of Stockholders.  The officer in charge of the stock ledger
of the Corporation or the transfer agent shall prepare and make, at least ten
(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 ten (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 place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present in
person thereat.

         2.7  Organization and Conduct of Business.  The Chairman of the Board
or, in his or her absence, the Chief Executive Officer of the Corporation or,
in their absence, such person as the Board may have designated or, in the
absence of such a person, such person as may be chosen by the holders of a
majority of the shares entitled to vote who are present, in person or by proxy,
shall call to order any meeting of the stockholders and act as chairman of the
meeting.  In the absence of the Secretary of the Corporation, the secretary of
the meeting shall be such person as the chairman appoints.

         The chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seems to him or her in order.

         2.8  Quorum and Adjournments.  Except where otherwise provided by law
or the Certificate of Incorporation or these By-Laws, the holders of a majority
of the stock issued and outstanding and entitled to vote, present in person or
represented in proxy, shall constitute a quorum at all meetings of the
stockholders.  The stockholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to have less than a
quorum if any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum.  At such adjourned
meeting at which a quorum is present or represented, any business may be
transacted which might have been transacted





                                      -3-
<PAGE>   7
at the meeting as originally notified.  If, however, a quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat who are present in person or represented by proxy
shall have the power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented.

         2.9  Voting Rights.  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.

         2.10  Majority Vote.  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 or of the Certificate of Incorporation or of these By-Laws, a
different vote is required in which case such express provision shall govern
and control the decision of such question.

         2.11  Record Date for Stockholder Notice and Voting.  For purposes of
determining the stockholders entitled to notice of any meeting or to vote, or
entitled to receive payment of any dividend or other distribution, or entitled
to exercise any right in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty (60) days nor less than ten
(10) days before the date of any such meeting nor more than sixty (60) days
before any other action.

         If the Board does not so fix a record date, 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 business day next
preceding the day on which notice is given or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held.

         2.12  Proxies.  Every person entitled to vote for directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
Secretary of the Corporation.  A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact.  A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to that proxy, by
a writing delivered to the Corporation stating that the proxy is revoked or by
a subsequent proxy executed by, or attendance at the meeting and voting in
person by, the person executing the





                                      -4-
<PAGE>   8
proxy; or (ii) written notice of the death or incapacity of the maker of that
proxy is received by the Corporation before the vote pursuant to that proxy is
counted; provided, however, that no proxy shall be valid after the expiration
of eleven months from the date of the proxy, unless otherwise provided in the
proxy.

         2.13  Inspectors of Election.  Before any meeting of stockholders the
Board may appoint any person other than nominees for office to act as
inspectors of election at the meeting or its adjournment.  If no inspectors of
election are so appointed, the chairman of the meeting may, and on the request
of any stockholder or a stockholder's proxy shall, appoint inspectors of
election at the meeting.  The number of inspectors shall be either one (1) or
three (3).  If inspectors are appointed at a meeting on the request of one or
more stockholders or proxies, the holders of a majority of shares or their
proxies present at the meeting shall determine whether one (1) or three (3)
inspectors are to be appointed.  If any person appointed as inspector fails to
appear or fails or refuses to act, the chairman of the meeting may, and upon
the request of any stockholder or a stockholder's proxy shall, appoint a person
to fill that vacancy.

         2.14  Action Without Meeting.  Any action required to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
any annual or special meeting 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 3

                                   Directors

         3.1  Number; Qualifications.  The Board shall consist of one or more
members, the number thereof to be determined from time to time by resolution of
the Board.  The directors shall be elected at the annual meeting of the
stockholders or at any special meeting of stockholders, except as provided in
Section 3.2, and each director so elected shall hold office until his successor
is elected and qualified or until his earlier resignation or removal.
Directors need not be stockholders.

         3.2  Resignation and Vacancies.  A vacancy or vacancies in the Board
shall be deemed to exist in the case of the death, resignation or removal of
any director, or if the authorized number of directors be increased.  Vacancies
may be filled by a majority of the remaining directors, though less than a
quorum, or by a sole remaining director, unless otherwise provided in





                                      -5-
<PAGE>   9
the Certificate of Incorporation.  The stockholders may elect a director or
directors at any time to fill any vacancy or vacancies not filled by the
directors.  If the Board accepts the resignation of a director tendered to take
effect at a future time, the Board shall have power to elect a successor to
take office when the resignation is to become effective.  If there are no
directors in office, then an election of directors may be held in the manner
provided by statute.

         3.3  Removal of Directors.  Unless otherwise restricted by statute,
the Certificate of Incorporation or these By-Laws, any director or the entire
Board may be removed, with or without cause, by the holders of at least a
majority of the shares entitled to vote at an election of directors.

         3.4  Powers.  The business of the Corporation shall be managed by or
under the direction of the Board which may exercise all such powers of the
Corporation and do all such lawful acts and things which 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.

         Without prejudice to these general powers, and subject to the same
limitations, the directors shall have the power to:

                   (a)    Select and remove all officers, agents, and employees
         of the Corporation; prescribe any powers and duties for them that are
         consistent with law, with the Certificate of Incorporation, and with
         these By-Laws; fix their compensation; and require from them security
         for faithful service;

                   (b)    Confer upon any office the power to appoint, remove
         and suspend subordinate officers, employees and agents;

                   (c)    Change the principal executive office or the
         principal business office in the Commonwealth of Virginia or any other
         state from one location to another; cause the Corporation to be
         qualified to do business in any other state, territory, dependency or
         country and conduct business within or without the Commonwealth of
         Virginia; and designate any place within or without the Commonwealth
         of Virginia for the holding of any stockholders meeting, or meetings,
         including annual meetings;

                   (d)    Adopt, make, and use a corporate seal; prescribe the
         forms of certificates of stock; and alter the form of the seal and
         certificates;

                   (e)    Authorize the issuance of shares of stock of the
         Corporation on any lawful terms, in consideration of money paid, labor
         done, services actually rendered, debts or securities cancelled,
         tangible or intangible property actually received;





                                      -6-
<PAGE>   10
                   (f)    Borrow money and incur indebtedness on behalf of the
         Corporation, and cause to be executed and delivered for the
         Corporation's purposes, in the corporate name, promissory notes,
         bonds, debentures, deeds of trust, mortgages, pledges, hypothecations
         and other evidences of debt and securities;

                   (g)    Declare dividends from time to time in accordance
         with law;

                   (h)    Adopt from time to time such stock option, stock
         purchase, bonus or other compensation plans for directors, officers,
         employees and agents of the Corporation and its subsidiaries as it may
         determine; and

                   (i)    Adopt from time to time regulations not inconsistent
         with these By-Laws for the management of the Corporation's business
         and affairs.

         3.5  Place of Meetings.  The Board may hold meetings, both regular and
special, either within or without the State of Delaware.

         3.6  Annual Meetings.  The annual meetings of the Board shall be held
immediately following the annual meeting of stockholders, and no notice of such
meeting shall be necessary to the Board, provided a quorum shall be present.
The annual meetings shall be for the purposes of organization, and an election
of officers and the transaction of other business.

         3.7  Regular Meetings.  Regular meetings of the Board may be held
without notice at such time and place as may be determined from time to time by
the Board.

         3.8  Special Meetings.  Special meetings of the Board may be called by
the Chairman of the Board, if such an officer is appointed, the Chief Executive
Officer, the President, if such an officer is appointed, or a majority of the
Board.  Four (4) hours' notice to each director, either personally or by
telegram, cable, facsimile, commercial delivery service, telex or similar means
sent to such director's business or home address, or two (2) day's notice by
written notice deposited in the mail or delivered by a nationally recognized
courier service, shall be given to each director by the Secretary or by the
person calling the meeting.

         3.9  Quorum and Adjournments.  At all meetings of the Board, 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, except as
may otherwise be specifically provided by law or the Certificate of
Incorporation.  If a quorum is not present at any meeting of the Board, the
directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting





                                      -7-
<PAGE>   11
at which the adjournment is taken, until a quorum shall be present.  A meeting
at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved of
by at least a majority of the required quorum for that meeting.

         3.10  Action Without Meeting.  Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board 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.

         3.11  Telephone Meetings.  Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any member of the Board or any
committee may participate in a meeting 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.

         3.12  Waiver of Notice.  Notice of a meeting need not be given to any
director who signs a waiver of notice or a consent to holding the meeting or an
approval of the minutes thereof, whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director.  All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

         3.13  Fees and Compensation of Directors.  Unless otherwise restricted
by the Certificate of Incorporation or these By-Laws, the Board 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 and may be
paid a fixed sum for attendance at each meeting of the Board 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.

         3.14  Rights of Inspection.  Every director shall have the absolute
right at any reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties of the
Corporation and also of its subsidiary corporations, domestic or foreign.  Such
inspection by a director may be made in person or by agent or attorney and
includes the right to copy and obtain extracts.

         3.15  Nominating Procedures.  Subject to the rights of holders of any
class or series of stock having a preference over the common stock as to
dividends or upon liquidation, nominations for election to the Board of
Directors of the Corporation at a meeting of stockholders may be made on behalf





                                      -8-
<PAGE>   12
of the board by the nominating committee appointed by the Board, or by any
stockholder of the Corporation entitled to vote for the election of directors
at such meeting.  Such nominations, other than those made by the nominating
committee on behalf of the board, shall be made by notice in writing delivered
or mailed by first-class United States mail or a nationally recognized courier
service, postage prepaid, to the Secretary or Assistant Secretary of the
Corporation, and received by him not less than one hundred twenty (120) days
prior to any meeting of stockholders called for the election of directors;
provided, however, that if less than one hundred (100) days' notice of the
meeting is given to stockholders, such nomination shall have been mailed or
delivered to the Secretary or the Assistant Secretary of the Corporation not
later than the close of business on the seventh (7th) day following the day on
which the notice of meeting was mailed.  Such notice shall set forth as to each
proposed nominee who is not an incumbent director (i) the name, age, business
address and, if known, residence address of each nominee proposed in such
notice, (ii) the principal occupation or employment of each such nominee, (iii)
the number of shares of stock of the Corporation which are beneficially owned
by each such nominee and by the nominating stockholder, and (iv) any other
information concerning the nominee that must be disclosed of nominees in proxy
solicitations regulated by Regulation 14A of the Securities Exchange Act of
1934.  The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if the chairman should so determine, the chairman
shall so declare to the meeting and the defective nomination shall be
disregarded.

                                   ARTICLE 4

                            Committees of Directors

         4.1  Selection.  The Board may, by resolution passed by a majority of
the entire Board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation.  The Board may designate
one or more directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee.

         In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may unanimously
appoint another member of the Board to act at the meeting in the place of any
such absent or disqualified member.

         4.2  Power.  Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board 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 Incorpora-





                                      -9-
<PAGE>   13
tion (except that a committee may, to the extent authorized in the resolution
or resolutions providing for the issuance of shares of stock adopted by the
Board as provided in Section 151(a) of the General Corporation Law of Delaware,
fix any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the Corporation or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the Corporation), 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 dissolution,
removing or indemnifying directors or amending the By-Laws of the Corporation;
and, unless the resolution or the Certificate of Incorporation expressly so
provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock or to adopt a certificate of
ownership and merger.  Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the
Board.

         4.3  Committee Minutes.  Each committee shall keep regular minutes of
its meetings and report the same to the Board when required.

                                   ARTICLE 5

                                    Officers

         5.1  Officers Designated.  The officers of the Corporation shall be
appointed by the Board and shall be a Chief Executive Officer, a Secretary and
a Treasurer.  The Board, in its discretion, may also appoint a Chairman of the
Board, a President, one or more Vice Presidents, and one or more Assistant
Secretaries and Assistant Treasurers.  Any number of offices may be held by the
same person, unless the Certificate of Incorporation or these By-Laws otherwise
provide.

         5.2  Appointment of Officers.  The officers of the Corporation, except
such officers as may be appointed in accordance with the provisions of Section
5.3 or 5.5 of this Article 5, shall be appointed by the Board, and each shall
serve at the pleasure of the Board, subject to the rights, if any, of an
officer under any contract of employment.

         5.3  Subordinate Officers.  The Board may appoint, and may empower the
Chief Executive Officer to appoint, such other officers and agents as the
business of the Corporation may require, each of whom shall hold office for
such period, have such authority and perform such duties as are provided in the
By-Laws or as the Board may from time to time determine.

         5.4  Removal and Resignation of Officers.  Subject to the rights, if
any, of an officer under any contract of employment,





                                      -10-
<PAGE>   14
any officer may be removed, either with or without cause, by an affirmative
vote of the majority of the Board, at any regular or special meeting of the
Board, or, except in case of an officer chosen by the Board, by any officer
upon whom such power of removal may be conferred by the Board.

         Any officer may resign at any time by giving written notice to the
Corporation.  Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall not
be necessary to make it effective.  Any resignation is without prejudice to the
rights, if any, of the Corporation under any contract to which the officer is a
party.

         5.5  Vacancies in Offices.  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in these By-Laws for regular appointment to that office.

         5.6  Compensation.  The salaries of all officers of the Corporation
shall be fixed from time to time by the Board and no officer shall be prevented
from receiving a salary because he is also a director of the Corporation.

         5.7  The Chairman of the Board.  The Chairman of the Board, if such an
officer is appointed, shall perform such powers and duties as may be assigned
to him from time to time by the Board. The Chairman of the Board shall, if
present, preside at all meetings of the stockholders and at all meetings of the
Board. If there is no Chief Executive Officer or President, the Chairman of the
Board, if such an officer is appointed, shall also be the Chief Executive
Officer of the Corporation and shall have the powers and duties prescribed in
Section 5.8 of this Article 5.

         5.8  The Chief Executive Officer.  Subject to such supervisory powers,
if any, as may be given by the Board or these By-Laws to the Chairman of the
Board, if there is such an officer, the Chief Executive Officer shall be the
chief executive officer of the Corporation and shall, in the absence of the
Chairman of the Board or if there is none, preside at all meetings of the
stockholders and at all meetings of the Board, shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board are carried into effect.  He or she shall 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 to some other officer or agent of the
Corporation.

         5.9  The President.  The President, if such an officer is appointed,
shall, in the absence of the Chief Executive Officer, or in the event of his or
her disability or refusal to act, perform the duties of the Chief Executive
Officer, and when so





                                      -11-
<PAGE>   15
acting, shall have the powers of and be subject to, all the restrictions upon
the Chief Executive Officer.  The President shall perform such other duties and
have such other powers as may from time to time be prescribed for him or her by
the Board, the Chief Executive Officer, the Chairman of the Board, if such an
officer is appointed, or these By-Laws.

         5.10  The Vice President. Each Vice President shall perform such
duties and have such powers as may from time to time be prescribed for him or
her by the Board, the Chief Executive Officer, or the President or the Chairman
of the Board, if either such officer is appointed, or these By-Laws.

         5.11 The Secretary.  The Secretary shall attend all meetings of the
Board and the 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 the standing committees, when required.  The Secretary shall give, or cause
to be given, notice of all meetings of stockholders and special meetings of the
Board, and shall perform such other duties as may from time to time be
prescribed by the Board or the Chief Executive Officer, or by the Chairman of
the Board or the President, if either such officer is appointed, under whose
supervision he or she shall act.  The Secretary shall have custody of the seal
of the Corporation, and the Secretary, 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 or her signature or by the signature
of such Assistant Secretary.  The Board may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing thereof
by his or her signature.  The Secretary shall keep, or cause to be kept, at the
principal executive office or at the office of the Corporation's transfer agent
or registrar, as determined by resolution of the Board, a share register, or a
duplicate share register, showing the names of all stockholders and their
addresses, the number and classes of shares held by each, the number and date
of certificates issued for the same and the number and date of cancellation of
every certificate surrendered for cancellation.

         5.12 The Assistant Secretary.  The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order designated by the Board
(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 or her 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 may from time to
time be prescribed by the Board.

         5.13 The Treasurer.  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.  The
Treasurer shall disburse the funds of the Corporation as may





                                      -12-
<PAGE>   16
be ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the Chief Executive Officer and the Board, at its regular
meetings, or when the Board so requires, an account of all his or her
transactions as Treasurer and of the financial condition of the Corporation.

         5.14 The Assistant Treasurer.  The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order designated by the
Board (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 or her 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 may from time
to time be prescribed by the Board.

                                   ARTICLE 6

                               Stock Certificates

         6.1  Certificates for Shares.  The shares of the Corporation shall be
represented by certificates or shall be uncertificated.  Certificates shall be
signed by, or in the name of the Corporation by, the Chairman of the Board, the
President or a Vice President and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Corporation.

         Within a reasonable time after the issuance or transfer of uncertified
stock, the Corporation shall send to the registered owner thereof a written
notice containing the information required by the General Corporation Law of
the State of Delaware or a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations,
preferences and relative participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

         6.2  Signatures on Certificates.  Any or all of the signatures on a
certificate may be a facsimile.  In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

         6.3  Transfer of Stock.  Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate of shares duly endorsed or
accompanied by proper evidence of succession, assignation 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.  Upon receipt of proper transfer instructions from
the registered owner of uncertificated share, such uncertificated shares shall
be cancelled and issuance of





                                      -13-
<PAGE>   17
new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the
books of the Corporation.

         6.4  Registered Stockholders.  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 percent 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.

         6.5  Record Date.  In order that the Corporation may determine the
stockholders of record who are entitled to receive 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 allotment of any rights, or to
exercise any rights in respect of any change, conversion, or exchange of stock
or for the purpose of any lawful action, the Board may fix, in advance, a
record date which shall not be more than sixty (60) nor less than ten (10) days
prior to the date of such meeting, nor more than sixty (60) days prior to the
date of any other action.  A determination of stockholders of record entitled
to notice or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.

         6.6  Lost, Stolen or Destroyed Certificates.  The Board may direct
that a new certificate or certificates be issued to replace 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 the issue of a new certificate or certificates, the Board may, in
its discretion and as a condition precedent to the issuance thereof, require
the owner of the lost, stolen or destroyed certificate or certificates, or his
or her 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.

                                   ARTICLE 7

                                    Notices

         7.1  Notice.  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 mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his or her address as it appears on the records of
the Corporation, with postage thereon





                                      -14-
<PAGE>   18
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail.  Notice to directors may also be
given by telegram or telephone.

         7.2  Waiver.  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 8

                               General Provisions

         8.1  Dividends.  Dividends upon the capital stock of the Corporation,
subject to any restrictions contained in the General Corporation Laws of
Delaware or the provisions of the Certificate of Incorporation, if any, may be
declared by the Board at any regular or special meeting.  Dividends may be paid
in cash, in property or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.

         8.2  Dividend Reserve.  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.

         8.3  Checks.  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 may from time to time designate.

         8.4  Fiscal Year.  The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

         8.5  Corporate Seal.  The Board may provide a suitable seal,
containing the name of the Corporation, which seal shall be in charge of the
Secretary.  If and when so directed by the Board or a committee thereof,
duplicates of the seal may be kept and used by the Treasurer or by an Assistant
Secretary or Assistant Treasurer.

         8.6  Execution of Corporate Contracts and Instruments.  The Board,
except as otherwise provided in these By-Laws, may authorize any officer or
officers, or agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation; such authority may
be general or confined to specific instances.  Unless so authorized or ratified
by the Board or within the agency power of an officer, no





                                      -15-
<PAGE>   19
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or for any amount.

                                   ARTICLE 9

                                   Amendments

         The Board of Directors is expressly empowered to adopt, amend or
repeal By-Laws of the Corporation, provided, however, that any adoption,
amendment or repeal of By-Laws of the Corporation by the board of directors
shall require the approval of at least sixty-six and two-thirds percent of the
total number of authorized directors (whether or not there exist any vacancies
in previously authorized directorships at the time any resolution providing for
adoption, amendment or repeal is presented to the board).  The stockholders
shall also have power to adopt, amend or repeal By-Laws of the Corporation,
provided, however, that in addition to any vote of the holders of any class or
series of stock of this Corporation required by law or by the Certificate of
Incorporation of the Corporation, the affirmative vote of the holders of at
least sixty-six and two-thirds percent of the voting power of all of the then
outstanding shares of the stock of the Corporation entitled to vote generally
in the election of directors, voting together as a single class, shall be
required for such adoption, amendment or repeal by the stockholders of any
provisions of the By-Laws of the Corporation.


                                   ARTICLE 10

                                Indemnification

         10.1  Actions, Etc., Other Than By or In The Right of the Corporation.
The Corporation shall indemnify and hold harmless to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended, other applicable law, if any, the Certificate of
Incorporation of the Corporation, or these By-Laws, any person who was or is a
party or is threatened to be made a party to or is involved in 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) by reason of the fact that he is or was a director or officer of
the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise (hereinafter an "indemnitee"), against expenses (including
attorneys' fees), judgments, fines, amounts paid in settlement and all other
charges against which such person may be indemnified and held harmless that are
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best





                                      -16-
<PAGE>   20
interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or 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 person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

         10.2  Actions, Etc., By or In The Right of the Corporation.
The Corporation shall indemnify and hold harmless to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended, other applicable law, if any, the Certificate of
Incorporation of the Corporation, or these By-Laws, any person who was or is a
party or is threatened to be made a party to or is involved in any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees) and all other charges against which such person may be
indemnified and held harmless that are actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, 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 such indemnification
is authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended, the Certificate of Incorporation of the Corporation
or these By-Laws, or unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which the Court of Chancery or other such
court shall deem proper.

         10.3  Determination of Right of Indemnification.  Any indemnification
under Section 1 or Section 2 (unless ordered by a court) shall be made by the
Corporation unless a determination is reasonably and promptly made (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (b) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in written opinion, or (c) by the
stockholders, that such person acted in bad faith and in a manner that such
person did not believe to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal proceeding, that





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<PAGE>   21
such person believed or had reasonable cause to believe that his conduct was
unlawful.

         10.4  Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article, to the extent that an
indemnitee has been successful on the merits or otherwise, including the
dismissal of an action without prejudice, in defense of any proceeding or in
defense of any claim, issue or matter therein, such person shall be indemnified
against all expenses incurred in connection therewith.

         10.5.  Advances of Expenses.  Except as limited by Section 6 of this
Article expenses incurred in any proceeding shall be paid by the Corporation in
advance of the final disposition of such proceeding, if the indemnitee shall
undertake to repay such amount in the event that it is ultimately determined,
as provided herein, that such person is not entitled to indemnification.
Notwithstanding the foregoing, no advance shall be made by the Corporation if a
determination is reasonably and promptly made by the Board by a majority vote
of a quorum of disinterested directors or, if such a quorum is not obtainable
or, even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that, based upon the facts
known to the Board or independent legal counsel at the time such determination
is made, such person acted in bad faith and in a manner that such person did
not believe to be in or not opposed to the best interests of the Corporation,
or, with respect to any criminal proceeding, that such person believed or had
reasonable cause to believe his conduct was unlawful.  In no event shall any
advance be made in instances where the Board or independent legal counsel
reasonably determine that such person deliberately breached his duty to the
Corporation or its shareholders.

         10.6  Right to Indemnification Upon Application; Procedure Upon
Application.  Any indemnification under Sections 1, 2, 3 and 4, or advance
under Section 5 of this Article, shall be made promptly, and in any event
within ninety days, upon the written request of the indemnified person, unless
with respect to applications under Sections 1, 2, 3, or 5, a determination is
reasonably and promptly made by the Board by a majority vote of a quorum of
disinterested directors that such person acted in a manner set forth in such
Sections as to justify the Corporation's not indemnifying or making an advance.
In the event a quorum of disinterested directors is not obtainable, the Board
shall promptly direct that independent legal counsel shall decide whether the
person acted in the manner set forth in such Sections as to justify the
Corporation's not indemnifying or making an advance.  The right to
indemnification or advance as granted by this Article shall be enforceable by
the indemnitee in any court of competent jurisdiction if the Board or
independent legal counsel denies the claim, in whole or in part, or if
disposition of such claim is not made within ninety days. The indemnitee's
expenses incurred in connection with successfully establishing his right to
indemnification, in whole





                                      -18-
<PAGE>   22
or in part, in any such proceeding shall also be indemnified by the
Corporation.

         10.7   Indemnification of Employees and Agents of the Corporation.
The Corporation may, to the extent authorized from time to time by the Board,
grant rights to indemnification, and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent of the provisions of
this Article with respect to the indemnification and advancement of expenses of
directors and officers of the Corporation.

         10.8  Other Rights and Remedies.  The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.  All rights to indemnification
under this Article shall be deemed to be provided by a contract between the
Corporation and the director, officer, employee or agent who serves in such
capacity at any time while these By-Laws and other relevant provisions of the
Delaware General Corporation Law and other applicable law, if any, are in
effect.  Any repeal or modification thereof shall not affect any rights or
obligations then existing.

         10.9  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 him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.

         10.10 Constituent Corporation.  For the purposes of this Article,
references to "the Corporation" include all constituent corporations absorbed
in a consolidation or merger as well as the resulting or surviving corporation,
so that any person who is or was a director, officer, employee or agent of such
a 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 he would if he had served the resulting
or surviving corporation in the same capacity.

         10.11 Other Enterprises, Fines, and Serving at Corporation's Request.
For purposes of this Article, references to "other enterprises" shall include
employee benefit plans;





                                      -19-
<PAGE>   23
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article.

         10.12  Savings Clause.  If this Article or any portion thereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation nevertheless shall indemnify each director and officer of the
Corporation and may indemnify each employee and agent as to expenses (including
attorneys' fees), judgments, fines, amounts paid in settlement and any and all
other charges against which such person may be indemnified and held harmless as
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended, other applicable law, if any, the Certificate of
Incorporation of the Corporation, or these By-Laws, with respect to any action,
suit or proceeding, whether civil, criminal, administrative or investigative,
and an action by or in the name of the Corporation, to the fullest extent
permitted by any applicable portion of this Article that shall not have been
invalidated or by any other applicable law.





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