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                                                                     EXHIBIT 3.4

                   AMENDED AND RESTATED BY-LAWS OF HEARX LTD.

                                    ARTICLE I
                                     OFFICES

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

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

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

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

        Section 2. Annual meetings of stockholders, commencing with the year
1987, shall be held on the 15th day of April, if not a legal holiday, and if a
legal holiday, then on the next business day following, at 2:00 P.M., or at such
other date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.


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        Section 3. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

        Section 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Chairman of the Board
of Directors, shall be called by the Chairman of the Board of Directors or
Secretary at the request in writing of a majority of the Board of Directors.
Such request shall state the purpose or purposes of the proposed meeting.

        Section 5. Whenever stockholders are required or permitted to take any
action at a meeting, annual or special, a written notice of the meeting shall be
given to such stockholder or stockholders which shall state the place, date and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Unless otherwise provided by law, the
written notice of any meeting shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each stockholder entitled
to vote at such meeting.

        Section 6. At any meeting of stockholders, annual or special, only such
business shall be conducted, and only such proposals shall be acted upon, as
shall have been properly brought before the meeting as hereinafter provided. For
a proposal to be properly brought before a meeting, each item of business must
either (a) be specified in the notice of meeting (or any

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supplement thereto) given by or at the direction of the Board of Directors
or the persons calling the meeting as herein provided, (b) be otherwise properly
brought before the meeting by or at the direction of the Board of Directors, or
(c) be otherwise properly brought before the meeting by a stockholder as
hereinafter provided. For a proposal to be properly brought before a meeting by
a stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation, in the case of an annual meeting, not less
than ninety (90) days nor more than one hundred and twenty (120) days prior to
anniversary of the last annual meeting of stockholders and, in the case of a
special meeting, not less than ten (10) days immediately following the giving of
notice of such special meeting; provided, however, that in the event that the
annual meeting date is changed by more than thirty (30) days from the
anniversary of the last annual meeting and less than one hundred (100) days
notice or prior public disclosure of the date of the annual meeting of
stockholders is given or made to the stockholders, to be timely, notice of a
proposal delivered by the stockholder must be received by the Secretary not
later than the close of business on the tenth day following the day on which
notice of the date of the annual meeting of stockholders was mailed or such
public disclosure was made to the stockholders. The provisions of this Section
shall also govern what constitutes timely notice for purposes of Rule 14a-4(c)
under the Securities Exchange Act of 1934, as amended. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the meeting (a) a brief description of the proposal desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (b) the name and address of record of the stockholder proposing the
business and any other stockholders known by such stockholder to be supporting
the proposal, (c) the class or classes of stock and number of shares of such
class or classes of stock which are beneficially owned by the proposing
stockholder or stockholders on the date of the stockholder notice, and (d) any
material interest of the proposing stockholder or stockholders in the proposal.

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        Section 7. Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at a meeting of stockholders except in accordance
with the procedures set forth in this Article II. The Board of Directors may
reject any stockholder proposal submitted for consideration at a meeting of
stockholders which is not made in accordance with the terms of this Article II
or which is not a proper subject for stockholder action in accordance with
provisions of applicable law. Alternatively, if the Board of Directors fails to
consider the validity of any such stockholder proposal, the presiding officer of
the meeting of stockholders may, if the facts warrant, determine and declare to
the persons attending the meeting that the business was not properly brought
before the meeting in accordance with the provisions of Section 6 of this
Article II, and he or she shall further declare that any such business not
properly brought before such meeting shall not be transacted. The Board of
Directors or, as the case may be, the presiding officer of the meeting shall
have absolute authority to decide questions of compliance with the foregoing
procedures and the Board of Directors' or, as the case may be, the presiding
officer's ruling thereon shall be final and conclusive. This provision shall not
prevent the consideration and approval or disapproval at the annual meeting of
stockholders of reports of officers, directors and committees of the Board of
Directors, but, in connection with such reports, no new business shall be acted
upon at such meeting unless stated, filed and received as herein provided.

        Section 8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
incorporation. If, however, such 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 other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may

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be transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 9. 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 Delaware
General Corporation Law or of the Certificate of Incorporation a different vote
is required, in which case such express provision shall govern and control the
decision of such question.

        Section 10. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

        Section 11. Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

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                                   ARTICLE III
                                    DIRECTORS

        Section 1. The number of directors which shall constitute the whole
board shall be not less than one nor more than ten. The first board shall
consist of one director. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the Board of Directors.
The directors shall be elected at the annual meeting of the stockholders, except
as provided in Section 4 of this Article, and each director elected shall hold
office until his successor is elected and qualified, or as otherwise provided by
statute or by these By-Laws. Directors need not be stockholders.

        Section 2. To be qualified for election as a director, persons must be
nominated in accordance with the procedures set forth in this Section 2. All
nominations of directors, except those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received by the Secretary not less than ninety (90)
days nor more than one hundred and twenty (120) days prior to the anniversary of
the last annual meeting of stockholders; provided, however, that in the event
that the annual meeting date is changed by more than thirty (30) days from the
anniversary of the last annual meeting and less than one hundred (100) days'
notice or prior public disclosure of the date of the meeting of stockholders is
given or made to stockholders, to be timely, notice of a nomination delivered by
such stockholder must be received by the Secretary not later than the close of
business on the tenth day following the day on which notice of the date of the
meeting of stockholders was mailed or such public disclosure was made to the
stockholders. Such stockholder's notice shall set forth (a) the name, age,
business address and residence address, and the principal occupation or
employment of any nominee proposed in such notice, (b) the name and address of
the stockholder or stockholders giving the notice as the same appears in the
Corporation's stock ledger, (c) the number of shares of capital stock of the
Corporation which are beneficially owned

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by any such nominee and by such nominating stockholder or stockholders, and (d)
any other information relating to such person that is required to be disclosed
in solicitations of proxies for election of Directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended, (including without limitation such person's written consent to
being named in the proxy statement as a nominee and to serving as a Director if
elected), and (e) if the stockholder(s) making the nomination is an Interested
Person, details of any relationship, agreement or understanding between the
stockholder(s) and the nominee.

        Section 3. At the request of the Board of Directors, any person
nominated for election as a director shall furnish to the Secretary the
information required by Section 2 of this Article to be set forth in a
stockholder's notice of nomination which pertains to the nominee. The Chairman
of a meeting of stockholders shall, if the facts warrant, determine and declare
at such meeting of stockholders that such nomination was not made in accordance
with the procedures prescribed by Section 2 of this Article, and he or she shall
further declare that the defective nomination shall be disregarded. The Chairman
of a meeting of stockholders shall have absolute authority to decide questions
of compliance with the foregoing procedures and his or her ruling thereon shall
be final and conclusive.

        Section 4. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, or as
otherwise provided by statute or by these By-Laws. If there are no directors in
office, then an election of directors may be held in the manner provided by the
Delaware General Corporation Law. If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or

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stockholders holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorship, or to replace the directors chosen by the directors then in
office.

        Section 5. The business of the corporation shall be managed by or under
the direction of its Board of Directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by the
Delaware General Corporation Law or by the Certificate of Incorporation or by
these By-Laws directed or required to be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

        Section 6. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

        Section 7. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

        Section 8. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

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        Section 9. Special meetings of the Board may be called by the Chairman
of the Board on one day's notice to each director, either personally or by mail
or by telegram; special meetings shall be called by the Chairman of the Board or
Secretary in like manner and on like notice on the written request of two
directors unless the Board consists of only one director, in which case, special
meetings shall be called by the Chairman of the Board or Secretary in like
manner and on like notice on the written request of the sole director.

        Section 10. At all meetings of the Board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by the Delaware General Corporation Law or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

        Section 11. Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

        Section 12. Members of the Board of Directors or any committee
designated by the Board of Directors, may participate in a meeting of the Board
of Directors or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

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                             COMMITTEES OF DIRECTORS

        Section 13. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

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

         Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation (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 of Directors
as provided in Section 151(a) of the Delaware General Corporation Law, fix the
designations and 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 or fix the number of shares of any series
of stock or authorize the increase or decrease of the shares of any series),
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the Corporation; and, unless the resolution or the

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Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock 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 of directors.

        Section 14. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

        Section 15. The Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of committees may be allowed like compensation for attending committee meetings.

                              REMOVAL OF DIRECTORS

        Section 16. Except as otherwise provided in the Certificate of
Incorporation, any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of shares then entitled to
vote at an election of directors.

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                                   ARTICLE IV
                                     NOTICES

        Section 1. Whenever, under the provisions of the Delaware General
Corporation Law 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 address as it appears on
the records of the Corporation, with postage thereon 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.

                                    ARTICLE V
                                    OFFICERS

        Section 1. The officers of the Corporation shall be chosen by the Board
of Directors and shall be a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary and a Treasurer. The Board Of Directors may also choose
additional 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.

        Section 2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a Chairman of the Board, a President, one
or more Vice Presidents, a Secretary and a Treasurer.

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

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        Section 4. The salaries of all officers of the Corporation shall be
fixed by the Chairman of the Board or the Board of Directors.

        Section 5. The officers of the Corporation shall hold office until their
successors are elected and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                     THE CHAIRMAN OF THE BOARD OF DIRECTORS

        Section 6. The Chairman of the Board of Directors shall be the Chief
Executive Officer of the Corporation, shall preside at all meetings of the
stockholders and the Board of Directors, shall have general management of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect.

                                  THE PRESIDENT

        Section 7. The President of the Corporation shall be the Chief Operating
Officer of the Corporation, shall have active management of the business and
operations of the Corporation and shall have such duties and responsibilities,
incident to the office of President, as may be assigned to him from time to time
by the Chairman of the Board of Directors or the Board of Directors. In the
absence of the Chairman of the Board of Directors or in the event of his
inability or refusal to act, the President shall perform the duties of the
Chairman of the Board of Directors, and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the Chairman of the
Board of Directors.

                               THE VICE PRESIDENTS

        Section 8. In the absence of the President or in the event of his
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in

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the order designated by the directors, or in the absence of any designation,
then in the order of their election) shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. One Vice President shall be designated as Vice
President-Finance of the Corporation, who shall be the Chief Financial Officer
of the Corporation. The Vice Presidents shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe.



                      THE SECRETARY AND ASSISTANT SECRETARY

        Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all proceedings of the
meetings of the Corporation and of the Board of Directors in a minute book to be
kept for that purpose and shall perform like duties for the committees when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or the
Chairman of the Board of Directors, under whose supervision he shall be. The
Secretary 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
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his signature.

        Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

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                     THE TREASURER AND ASSISTANT TREASURERS

        Section 11. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

        Section 12. The Treasurer 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 of Directors and
the Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all his transactions as Treasurer and of the
financial condition of the Corporation.

        Section 13. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

        Section 14. The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

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                                    ARTICLE V
                             CERTIFICATES FOR SHARES

        Section 1. The shares of the Corporation shall be represented by
certificates. Certificates shall be signed by, or in the name of the Corporation
by, the Chairman of the Board of Directors, the President or a Vice President
and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation.

        Upon the face or back of each stock certificate issued to represent any
partly paid shares, the total amount of the consideration to be paid therefor
and the amount paid thereon shall be stated.

        If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in fall or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the Delaware General Corporation Law, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the Corporation shall issue to represent such class or
series of stock, 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.

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

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                                LOST CERTIFICATES

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

                                TRANSFER OF STOCK

        Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, 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.

                               FIXING RECORD DATE

        Section 5. In order that the Corporation may determine the stockholders
entitled to notice of, or to vote at, any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such Meeting, nor more than sixty days prior to any other action. A

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determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

        Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the Delaware
General Corporation Law.

                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS

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

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

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                                ANNUAL STATEMENT

         Section 3. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

         Section 5. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

         Section 6. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and these words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                 INDEMNIFICATION

        Section 7.

        (a) The Corporation shall indemnify its officers, directors, employees
and agents to the fullest extent permitted by the Delaware General Corporation
Law as it exists on the date hereof, or as it may hereafter be amended.

        (b) The right of indemnification created by the Section shall be a
contract right enforceable against the Corporation by those indemnities to whom
this section is applicable, and it shall not be exclusive of any other rights to
which such indemnities may otherwise be entitled.

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The provisions of this Section shall be applicable to any action, suit or
proceeding described herein commenced or continuing after the adoption of this
Section, whether arising from acts or omissions occurring before or after such
adoption. No amendment, alteration, change, addition or repeal of or to these
By-Laws shall deprive any indemnitee to whom this Section is applicable of any
rights under this Section with respect to any act or omission of such indemnitee
occurring prior to such amendment, alteration, change, addition or repeal.

                                  ARTICLE VIII
                                   AMENDMENTS

        Section 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-Laws be contained in the notice of such meeting. If the power to adopt, amend
or repeal By-Laws is conferred upon the Board of Directors by the Certificate of
Incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal By-Laws.

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