<PAGE>



                                       BYLAWS


                                         OF


                                SYNC RESEARCH, INC.


                              (A DELAWARE CORPORATION)



<PAGE>

                                   TABLE OF CONTENTS

<TABLE>

<S>                                                                                      <C>
ARTICLE I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .CORPORATE OFFICES    1
    1.1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .REGISTERED OFFICE    1
    1.2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .OTHER OFFICES    1
ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . MEETINGS OF STOCKHOLDERS    1
    2.1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .PLACE OF MEETINGS    1
    2.2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ANNUAL MEETING    1
    2.3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .SPECIAL MEETING    3
    2.4. . . . . . . . . . . . . . . . . . . . . . . NOTICE OF STOCKHOLDERS' MEETINGS    3
    2.5. . . . . . . . . . . . . . . . . . . . ADVANCE NOTICE OF STOCKHOLDER NOMINEES    4
    2.6. . . . . . . . . . . . . . . . . MANNER OF GIVING NOTICE, AFFIDAVIT OF NOTICE    4
    2.7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . QUORUM    5
    2.8. . . . . . . . . . . . . . . . . . . . . . . . . . .ADJOURNED MEETING; NOTICE    5
    2.9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .CONDUCT OF BUSINESS    5
    210. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VOTING    5
    2.11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . WAIVER OF NOTICE    5
    2.12 . . . . . . . . .RECORD DATE FOR STOCKHOLDER NOTICE, VOTING; GIVING CONSENTS    6
    2.13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .PROXIES    6
ARTICLE III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .DIRECTORS    7
    3.1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . POWERS    7
    3.2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .NUMBER OF DIRECTORS    7
    3.3. . . . . . . . . . . . ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTOR    7
    3.4. . . . . . . . . . . . . . . . . . . . . . . . . . .RESIGNATION AND VACANCIES    7
    3.5. . . . . . . . . . . . . . . . . . . PLACE OF MEETINGS, MEETINGS BY TELEPHONE    8
    3.6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . REGULAR MEETINGS    8
    3.7. . . . . . . . . . . . . . . . . . . . . . . . . . . SPECIAL MEETINGS; NOTICE    8
    3.8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . QUORUM    9
    3.9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . WAIVER OF NOTICE    9
    3.10 . . . . . . . . . . . . . .BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING    9
    3.11 . . . . . . . . . . . . . . . . . . . . . FEES AND COMPENSATION OF DIRECTORS    9
    3.12 . . . . . . . . . . . . . . . . . . . . . . . .APPROVAL OF LOANS TO OFFICERS    10
    3.13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . REMOVAL OF DIRECTORS    10
ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . COMMITTEES    10
    4.1. . . . . . . . . . . . . . . . . . . . . . . . . . . .COMMITTEES OF DIRECTORS    10
    4.2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .COMMITTEE MINUTES    11
    4.3. . . . . . . . . . . . . . . . . . . . . . .MEETINGS AND ACTION OF COMMITTEES    11
ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OFFICERS    11
    5.1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OFFICERS    11
    5.2. . . . . . . . . . . . . . . . . . . . . . . . . . . .APPOINTMENT OF OFFICERS    12
    5.3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUBORDINATE OFFICERS    12
    5.4. . . . . . . . . . . . . . . . . . . . . .REMOVAL AND RESIGNATION OF OFFICERS    12
    5.5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . VACANCIES IN OFFICES    12
    5.6. . . . . . . . . . . . . . . . . . . . . . . . . . . . .CHAIRMAN OF THE BOARD    12
    5.7. . . . . . . . . . . . . . . . . . . . . . . . . . . .CHIEF EXECUTIVE OFFICER    13
    5.8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .PRESIDENT    13
</TABLE>

<PAGE>

<TABLE>

<S>                                                                                      <C>
    5.9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .VICE PRESIDENTS    13
    5.10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .SECRETARY    13
    5.11 . . . . . . . . . . . . . . . . . . . . . . . . . . .CHIEF FINANCIAL OFFICER    14
    5.12 . . . . . . . . . . . . . . .REPRESENTATIONS OF SHARES OF OTHER CORPORATIONS    14
    5.13 . . . . . . . . . . . . . . . . . . . . . . AUTHORITY AND DUTIES OF OFFICERS    14
ARTICLE VI . . . . INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS    15
    6.1. . . . . . . . . . . . . . . . . . .INDEMNIFICATION OF DIRECTORS AND OFFICERS    15
    6.2. . . . . . . . . . . . . . . . . . . . . . . . . . .INDEMNIFICATION OF OTHERS    15
    6.3. . . . . . . . . . . . . . . . . . . . . . . . PAYMENT OF EXPENSES IN ADVANCE    15
    6.4. . . . . . . . . . . . . . . . . . . . . . . . . . . .INDEMNITY NOT EXCLUSIVE    15
    6.5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .INSURANCE    16
    6.6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .CONFLICTS    16
ARTICLE VII. . . . . . . . . . . . . . . . . . . . . . . . . . . .RECORDS AND REPORTS    16
    7.1. . . . . . . . . . . . . . . . . . . . .MAINTENANCE AND INSPECTION OF RECORDS    16
    7.2. . . . . . . . . . . . . . . . . . . . . . . . . . . .INSPECTION BY DIRECTORS    17
    7.3. . . . . . . . . . . . . . . . . . . . . . . ANNUAL STATEMENT TO STOCKHOLDERS    17
ARTICLE VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . .GENERAL MATTERS    17
    8.1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CHECKS    17
    8.2. . . . . . . . . . . . . . . EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS    17
    8.3. . . . . . . . . . . . . . . . . . . . STOCK CERTIFICATES; PARTLY PAID SHARES    17
    8.4. . . . . . . . . . . . . . . . . . . . . .SPECIAL DESIGNATION ON CERTIFICATES    18
    8.5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .LOST CERTIFICATES    18
    8.6. . . . . . . . . . . . . . . . . . . . . . . . . . .CONSTRUCTION; DEFINITIONS    19
    8.7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .DIVIDENDS    19
    8.8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .FISCAL YEAR    19
    8.9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SEAL    19
    8.10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .TRANSFER OF STOCK    19
    8.11 . . . . . . . . . . . . . . . . . . . . . . . . . .STOCK TRANSFER AGREEMENTS    19
    8.12 . . . . . . . . . . . . . . . . . . . . . . . . . . .REGISTERED STOCKHOLDERS    19
ARTICLE IX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AMENDMENTS    20
ARTICLE X. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .DISSOLUTION    20
ARTICLE XI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .CUSTODIAN    21
    11.1 . . . . . . . . . . . . . . . . .APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES    21
    11.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . DUTIES OF CUSTODIANS    21
</TABLE>


<PAGE>


                                       BYLAWS


                                         OF


                                SYNC RESEARCH, INC.



                                     ARTICLE I

                                 CORPORATE OFFICES

     1.1  REGISTERED OFFICE

     The registered office of the corporation shall be in the City of 
Wilmington, County of New Castle, State of Delaware.  The name of the 
registered agent of the corporation at such location is The Corporation Trust 
Company.

     1.2  OTHER OFFICES

     The Board of Directors may at any time establish other offices at any 
place or places where the corporation is qualified to do business.


                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS

     2.1  PLACE OF MEETINGS

     Meetings of stockholders shall be held at any place, within or outside 
the State of Delaware, designated by the Board of Directors.  In the absence 
of any such designation,  stockholders' meetings shall be held at the 
registered office of the corporation.

     2.2  ANNUAL MEETING

     (a)  The annual meeting of stockholders shall be held each year on a 
date and at a time designated by the Board of Directors.  At the meeting, 
directors shall be elected and any other proper business may be transacted.

     (b)  Nominations of persons for election to the Board of Directors of 
the corporation and the proposal of business to be transacted by the 
stockholders may be made at an annual meeting of stockholders (i) pursuant to 
the corporation's notice with respect to such meeting, (ii) by or at the 
direction of the Board of Directors or (iii) by any stockholder of the 
corporation who 

                                        1

<PAGE>

was a stockholder of record at the time of giving of the notice provided for 
in this Section 2.2, who is entitled to vote at the meeting and who has 
complied with the notice procedures set forth in this Section 2.2.

     (c)  For nominations or other business to be properly brought before an 
annual meeting by a stockholder pursuant to clause (iii) of paragraph (b) of 
this Section 2.2, the stockholder must have given timely notice thereof in 
writing to the secretary of the corporation and such business must be a 
proper matter for stockholder action under the General Corporation Law of  
Delaware. To be timely, a stockholder's notice shall be delivered to the 
secretary at the principal executive offices of the corporation not less than 
twenty (20) days nor more than ninety (90) days prior to the first 
anniversary of the preceding year's annual meeting of stockholders; provided, 
however, that in the event that the date of the annual meeting is more than 
thirty (30) days prior to or more than sixty (60) days after such anniversary 
date, notice by the stockholder to be timely must be so delivered not earlier 
than the ninetieth (90th) day prior to such annual meeting and not later than 
the close of business on the later of the twentieth (20th) day prior to such 
annual meeting or the tenth (10th) day following the day on which public 
announcement of the date of such meeting is first made.  Such stockholder's 
notice shall set forth (i) as to each person whom the stockholder proposes to 
nominate for election or reelection as a director all information relating to 
such person that is required to be disclosed in solicitations of proxies for 
election of directors, or is otherwise required, in each case pursuant to 
Regulation 14A under the Securities Exchange Act of 1934, as amended (the 
"Exchange Act") (including such person's written consent to being named in 
the proxy statement as a nominee and to serving as a director if elected); 
(ii) as to any other business that the stockholder proposes to bring before 
the meeting, a brief description of such business, the reasons for conducting 
such business at the meeting and any material interest in such business of 
such stockholder and the beneficial owner, if any, on whose behalf the 
proposal is made; and (iii) as to the stockholder giving the notice and the 
beneficial owner, if any, on whose behalf the nomination or proposal is made 
(A) the name and address of such stockholder, as they appear on the 
corporation's books, and of such beneficial owner and (B) the class and 
number of shares of the corporation which are owned beneficially and of 
record by such stockholder and such beneficial owner.

     (d)  Only persons nominated in accordance with the procedures set forth 
in this Section 2.2 shall be eligible to serve as directors and only such 
business shall be conducted at an annual meeting of stockholders as shall 
have been brought before the meeting in accordance with the procedures set 
forth in this Section 2.2.  The chairman of the meeting shall determine 
whether a nomination or any business proposed to be transacted by the 
stockholders has been properly brought before the meeting and, if any 
proposed nomination or business has not been properly brought before the 
meeting, the chairman shall declare that such proposed business or nomination 
shall not be presented for stockholder action at the meeting.

     (e)  For purposes of this Section 2.2, "public announcement" shall mean 
disclosure in a press release reported by the Dow Jones News Service, 
Associated Press or a comparable national news service.

                                       2

<PAGE>

     (f)  Nothing in this Section 2.2 shall be deemed to affect any rights of 
stockholders to request inclusion of proposals in the corporation's proxy 
statement pursuant to Rule 14a-8 under the Exchange Act.

     2.3  SPECIAL MEETING

     (a)  A special meeting of the stockholders may be called at any time by 
the Board of Directors, or by the chairman of the board, or by the president.

     (b)  If a special meeting is called by any person or persons other than 
the Board of Directors, the chairman of the board or by the president, the 
request shall be in writing, specifying the time of such meeting and the 
general nature of the business proposed to be transacted, and shall be 
delivered personally or sent by registered mail or by telegraphic or other 
facsimile transmission to the chairman of the board, the president, any vice 
president, or the secretary of the corporation.  No business may be 
transacted at such special meeting otherwise than specified in such notice.  
The officer receiving the request shall cause notice to be promptly given to 
the stockholders entitled to vote, in accordance with the provisions of 
Sections 2.4 and 2.5 of these Bylaws, that a meeting will be held at the time 
requested by the person or persons who called the meeting, not less than 
thirty-five (35) nor more than sixty (60) days after the receipt of the 
request.  If the notice is not given within twenty (20) days after the 
receipt of the request, the person or persons requesting the meeting may give 
the notice.  Nothing contained n this paragraph of this Section 2.3 shall be 
construed as limiting, fixing, or affecting the time when a meeting of 
stockholders called by action of the Board of Directors may be held.

     (c)  Only such business shall be conducted at a special meeting of 
stockholders as shall have been brought before the meeting pursuant to the 
notice of meeting given in accordance with the provisions of Section 2.3(b). 
Nominations of persons for election to the Board of Directors may be made at 
a special meeting of stockholders at which directors are to be selected 
pursuant to such notice of meeting (i) by or at the direction of the Board of 
Directors or (ii) by any stockholder of the corporation who is a stockholder 
of record at the time of giving of notice provided for in this Section 
2.3(c), who shall be entitled to vote at the meeting and who complies with 
the notice procedures set forth in this Section 2.3(c).  Nominations by 
stockholders of persons for election to the Board of Directors may be made at 
such a special meeting of stockholders if the stockholder's notice required 
by Section 2.2(c) shall be delivered to the secretary at the principal 
executive offices of the corporation not earlier than the ninetieth (90th) 
day prior to such special meeting and not later than the close of business on 
the later of the twentieth (20th) day prior to such special meeting or the 
tenth (10th) day following the day on which public announcement is first made 
of the date of the special meeting and of the nominees proposed by the Board 
of Directors to be selected at such meeting.

     2.4  NOTICE OF STOCKHOLDERS' MEETINGS

     All notices of meetings of stockholders shall be in writing and shall be 
sent or otherwise given in accordance with Section 2.5 of these Bylaws 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.

                                      3

<PAGE>

The notice shall specify 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.

     2.5  ADVANCE NOTICE OF STOCKHOLDER NOMINEES

     Only persons who are nominated in accordance with the procedures set 
forth in this Section 2.5 shall be eligible for election as directors.  
Nominations of persons for election to the Board of Directors of the 
corporation may be made at a meeting of stockholders by or at the direction 
of the Board of Directors or by any stockholder of the corporation entitled 
to vote for the election of directors at the meeting who complies with the 
notice procedures set forth in this Section 2.5.  Such nominations, other 
than 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 at the principal executive offices of the corporation not 
less than sixty (60) days nor more than ninety (90) days prior to the 
meeting; provided, however, that in the event that less than sixty (60) 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 10th day following the day on 
which such notice of the date of the meeting was mailed or such public 
disclosure was made.  Such stockholder's notice shall set forth (a) as to 
each person whom the stockholder proposes to nominate for election or 
re-election as a Director, (i) the name, age, business address and residence 
address of such person, (ii) the principal occupation or employment of such 
person, (iii) the class and number of shares of the corporation which are 
beneficially owned by such person and (iv) 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 (b) as to the stockholder giving the notice (1) the name and address, as 
they appear on the corporation's books, of such stockholder and (2) the class 
and number of shares of the corporation which are beneficially owned by such 
stockholder.  At the request of the Board of Directors any person nominated 
by the Board of Directors for election as a director shall furnish to the 
secretary of the corporation that information required to be set forth in a 
stockholder's notice of nomination which pertains to the nominee.  No person 
shall be eligible for election as a director of the corporation unless 
nominated in accordance with the procedures set forth in this Section 2.5.  
The Chairman of the meeting shall, if the facts warrant, determine and 
declare to the meeting that a nomination was not made in accordance with the 
procedures prescribed by the Bylaws, and if he or she should so determine, he 
or she shall so declare to the meeting and the defective nomination shall be 
disregarded.

     2.6  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

     Written notice of any meeting of stockholders, if mailed, is given when 
deposited in the United States mail, postage prepaid, directed to the 
stockholder at his or her address as it appears on the records of the 
corporation.  An affidavit of the secretary or an assistant secretary or of 
the

                                     4

<PAGE>

transfer agent of the corporation that the notice has been given shall, in 
the absence of fraud, be prima facie evidence of the facts stated therein.

     2.7  QUORUM

     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 is not present or represented at any 
meeting of the stockholders, then either (i) the chairman of the meeting or 
(ii) the stockholders entitled to vote thereat, present in person or 
represented by proxy, shall have power to adjourn the meeting from time to 
time, without notice other than announcement at the meeting, until a quorum 
is present or represented.  At such adjourned meeting at which a quorum is 
present or represented, any business may be transacted that might have been 
transacted at the meeting as originally noticed.

     2.8  ADJOURNED MEETING; NOTICE

     When a meeting is adjourned to another time or place, unless these 
Bylaws otherwise require, notice need not be given of the adjourned meeting 
if the time and place thereof are announced at the meeting at which the 
adjournment is taken.  At the adjourned meeting the corporation may transact 
any business that might have been transacted at the original meeting.  If the 
adjournment is for more than thirty (30) days, or if after the adjournment a 
new record date is fixed for the adjourned meeting, a notice of the adjourned 
meeting shall be given to each stockholder of record entitled to vote at the 
meeting.

     2.9  CONDUCT OF BUSINESS

     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 business.

     2.10 VOTING

     The stockholders entitled to vote at any meeting of stockholders shall 
be determined in accordance with the provisions of Section 2.12 of these 
Bylaws, subject to the provisions of Sections 217 and 218 of the General 
Corporation Law of Delaware (relating to voting rights of fiduciaries, 
pledgors and joint owners of stock and to voting trusts and other voting 
agreements).

     Except as provided in the last paragraph of this Section 2.10, or as may 
be otherwise provided in the certificate of incorporation, each stockholder 
shall be entitled to one vote for each share of capital stock held by such 
stockholder.

     2.11 WAIVER OF NOTICE

                                        5 
<PAGE>

     Whenever notice is required to be given under any provision of the 
General Corporation Law of Delaware or of the certificate of incorporation or 
these Bylaws, a written waiver thereof, signed by the person entitled to 
notice, whether before or after the time stated therein, shall be deemed 
equivalent to notice.  Attendance of a person at a meeting shall constitute a 
waiver of notice of such meeting, except when the person attends a meeting 
for the express purpose of objecting, at the beginning of the meeting, to the 
transaction of any business because the meeting is not lawfully called or 
convened.  Neither the business to be transacted at, nor the purpose of, any 
regular or special meeting of the stockholders need be specified in any 
written waiver of notice unless so required by the certificate of 
incorporation or these Bylaws.

     2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

     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 entitled to receive any 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 (60) nor less than ten (10) 
days before the date of such meeting, nor more than sixty (60) days prior to 
any other action.

     If the Board of Directors does not so fix a record date:

          (a)  The record date for determining stockholders entitled to 
notice of or to vote at a meeting of stockholders shall be at the close of 
business on the day next preceding the day on which notice is given, or, if 
notice is waived, at the close of business on the day next preceding the day 
on which the meeting is held.

          (b)  The record date for determining stockholders for any other 
purpose (other than determining stockholders entitled to consent to corporate 
action in writing without a meeting) shall be at the close of business on the 
day on which the Board of Directors adopts the resolution relating thereto.

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

     2.13 PROXIES

     Each stockholder entitled to vote at a meeting of stockholders or to 
express consent or dissent to corporate action in writing without a meeting 
may authorize another person or persons to act for him by a written proxy, 
signed by the stockholder and filed with the secretary of the corporation, 
but no such proxy shall be voted or acted upon after three (3) years from its 
date, unless the proxy provides for a longer period.  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.  The

                                       6

<PAGE>

revocability of a proxy that states on its face that it is irrevocable shall 
be governed by the provisions of Section 212(c) of the General Corporation 
Law of Delaware.


                                   ARTICLE III

                                    DIRECTORS

     3.1  POWERS

     Subject to the provisions of the General Corporation Law of Delaware and 
any limitations in the certificate of incorporation or these Bylaws relating 
to action required to be approved by the stockholders or by the outstanding 
shares, the business and affairs of the corporation shall be managed and all 
corporate powers shall be exercised by or under the direction of the Board of 
Directors.

     3.2  NUMBER OF DIRECTORS

     The Board of Directors shall consist of four (4) persons until changed 
by a proper amendment of this Section 3.2.

     No reduction of the authorized number of directors shall have the effect 
of removing any director before that director's term of office expires.

     3.3  ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTOR

     Except as provided in Section 3.4 of these Bylaws, directors shall be 
elected at each annual meeting of stockholders to hold office until the next 
annual meeting.  Directors need not to be stockholders unless so required by 
the certificate of incorporation or these Bylaws, wherein other 
qualifications for directors may be prescribed.  Each director, including a 
director elected to fill a vacancy, shall hold office until his successor is 
elected and qualified or until his earlier resignation or removal.

     Elections of directors need not be by written ballot.

     3.4  RESIGNATION AND VACANCIES

     Any director may resign at any time upon written notice to the attention 
of the secretary of the corporation.

     Subject to the rights of the holders of any class or series of Preferred 
Stock, and except as otherwise determined by the Board of Directors or 
required by law, newly created directorships resulting from any increase in 
the authorized number of directors or any vacancies in the Board of Directors 
resulting from death, resignation, retirement, disqualification, removal from 
office or other cause may be filled only by a majority vote of the directors 
then in office, though less than a quorum, or the sole remaining director; 
directors so chosen shall hold office for a term 

                                          7

<PAGE>

expiring at the next annual meeting of stockholders and until such director's 
successor shall have been duly elected and qualified.

     If at any time, by reason of death or resignation or other cause, the 
corporation should have no directors in office, then any officer or any 
stockholder or an executor, administrator, trustee or guardian of a 
stockholder, or other fiduciary entrusted with like responsibility for the 
person or estate of a stockholder, may call a special meeting of stockholders 
in accordance with the provisions of the certificate of incorporation or 
these Bylaws, or may apply to the Court of Chancery for a decree summarily 
ordering an election as provided in Section 211 of the General Corporation 
Law of Delaware.

     If, at the time of filling any vacancy or any newly created 
directorship, the directors then in office constitute less than a majority of 
the whole board (as constituted immediately prior to any such increase), then 
the Court of Chancery may, upon application of any stockholder or 
stockholders holding at least ten percent (10%) 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 directorships, or to replace the directors chosen by the directors 
then in office as aforesaid, which election shall be governed by the 
provisions of Section 211 of the General Corporation Law of Delaware as far 
as applicable.

     3.5  PLACE OF MEETINGS; MEETINGS BY TELEPHONE

     The Board of Directors of the corporation may hold meetings, both 
regular and special, either within or outside the State of Delaware.

     Unless otherwise restricted by the certificate of incorporation or these 
Bylaws, 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.

     3.6  REGULAR MEETINGS

     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.

     3.7  SPECIAL MEETINGS; NOTICE

     Special meetings of the Board of Directors for any purpose or purposes 
may be called at any time by the chairman of the board, the president, any 
vice president, the secretary or any two (2) directors.

     Notice of the time and place of special meetings shall be delivered 
personally or by telephone to each director or sent by first-class mail or 
telegram, charges prepaid, addressed to each director at that director's 
address as it is shown on the records of the corporation.  If the

                                     8

<PAGE>

notice is mailed, it shall be deposited in the United States mail at least 
four (4) days before the time of the holding of the meeting.  If the notice 
is delivered personally or by telephone or by telegram, it shall be delivered 
personally or by telephone or to the telegraph company at least forty-eight 
(48) hours before the time of the holding of the meeting.  Any oral notice 
given personally or by telephone may be communicated either to the director 
or to a person at the office of the director who the person giving the notice 
has reason to believe will promptly communicate it to the director.  The 
notice need not specify the purpose or the place of the meeting, if the 
meeting is to be held at the principal executive office of the corporation.

     3.8  QUORUM

     At all meetings of the Board of Directors, a majority of the authorized 
number of 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 statute or by the certificate of 
incorporation.  If a quorum is not present at any meeting of the Board of 
Directors, then the directors present thereat may adjourn the meeting from 
time to time, without notice other than announcement at the meeting, until a 
quorum is 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 by at least a majority of the required quorum for that 
meeting.

     3.9  WAIVER OF NOTICE

     Whenever notice is required to be given under any provision of the 
General Corporation Law of Delaware or of the certificate of incorporation or 
these Bylaws, a written waiver thereof, signed by the person entitled to 
notice, whether before or after the time stated therein, shall be deemed 
equivalent to notice.  Attendance of a person at a meeting shall constitute a 
waiver of notice of such meeting, except when the person attends a meeting 
for the express purpose of objecting, at the beginning of the meeting, to the 
transaction of any business because the meeting is not lawfully called or 
convened.  Neither the business to be transacted at, nor the purpose of, any 
regular or special meeting of the directors, or members of a committee of 
directors, need be specified in any written waiver of notice unless so 
required by the certificate of incorporation or these Bylaws.

     3.10 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Unless otherwise restricted by the certificate of incorporation or these 
Bylaws, 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.

     3.11 FEES AND COMPENSATION OF DIRECTORS

                                        9

<PAGE>

     Unless otherwise restricted by the certificate of incorporation or these 
Bylaws, the Board of Directors shall have the authority to fix the 
compensation of directors.  No such compensation shall preclude any director 
from serving the corporation in any other capacity and receiving compensation 
therefor.

     3.12 APPROVAL OF LOANS TO OFFICERS

     The corporation may lend money to, or guarantee any obligation of, or 
otherwise assist any officer or other employee of the corporation or of its 
subsidiary, including any officer or employee who is a director of the 
corporation or its subsidiary, whenever, in the judgment of the directors, 
such loan, guaranty or assistance may reasonably be expected to benefit the 
corporation.  The loan, guaranty or other assistance may be with or without 
interest and may be unsecured, or secured in such manner as the Board of 
Directors shall approve, including, without limitation, a pledge of shares of 
stock of the corporation.  Nothing contained in this section shall be deemed 
to deny, limit or restrict the powers of guaranty or warranty of the 
corporation at common law or under any statute.

     3.13 REMOVAL OF DIRECTORS

     Unless otherwise restricted by statute, by the certificate of 
incorporation or by these Bylaws, any director or the entire Board of 
Directors may be removed, with or without cause, by the holders of a majority 
of the shares then entitled to vote at an election of directors; provided, 
however, that, so long as stockholders of the corporation are entitled to 
cumulative voting, if less than the entire board is to be removed, no 
director may be removed without cause if the votes cast against his or her 
removal would be sufficient to elect him or her if then cumulatively voted at 
an election of the entire Board of Directors.

     No reduction in the authorized number of directors shall have the effect 
of removing any director prior to the expiration of such director's term of 
office.


                                     ARTICLE IV

                                     COMMITTEES

     4.1  COMMITTEES OF DIRECTORS

     The Board of Directors may, by resolution passed by a majority of the 
whole board, designate one or more committees, with 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, she 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 or in the Bylaws of

                                       10

<PAGE>

the corporation, 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 that may require it; but no such committee shall have the power or 
authority to (i) amend 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 General Corporation Law of 
Delaware, 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), (ii) adopt an agreement of merger or 
consolidation under Sections 251 or 252 of the General Corporation Law of 
Delaware, (iii) recommend to the stockholders the sale, lease or exchange of 
all or substantially all of the corporation's property and assets, (iv) 
recommend to the stockholders a dissolution of the corporation or a 
revocation of a dissolution, or (v) amend the Bylaws of the corporation; and, 
unless the board resolution establishing the committee, the Bylaws or the 
certificate of incorporation expressly so provide, no such committee shall 
have the power or authority to declare a dividend, to authorize the issuance 
of stock, or to adopt a certificate of ownership and merger pursuant to 
Section 253 of the General Corporation Law of Delaware.

     4.2  COMMITTEE MINUTES

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

     4.3  MEETINGS AND ACTION OF COMMITTEES

     Meetings and actions of committees shall be governed by, and held and 
taken in accordance with, the provisions of Article III of these Bylaws, 
Section 3.5 (place of meetings and meetings by telephone), Section 3.6 
(regular meetings), Section 3.7 (special meetings and notice), Section 3.8 
(quorum), Section 3.9 (waiver of notice), and Section 3.10  (action without a 
meeting), with such changes in the context of those Bylaws as are necessary 
to substitute the committee and its members for the Board of Directors and 
its members; PROVIDED, however, that the time of regular meetings of 
committees may be determined either by resolution of the Board of Directors 
or by resolution of the committee, that special meetings of committees may 
also be called by resolution of the Board of Directors and that notice of 
special meetings of committees shall also be given to all alternate members, 
who shall have the right to attend all meetings of the committee.  The Board 
of Directors may adopt rules for the government of any committee not 
inconsistent with the provisions of these Bylaws.

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<PAGE>

                                     ARTICLE V

                                      OFFICERS

     5.1  OFFICERS

     The officers of the corporation shall be a chief executive officer, a 
president, a secretary, and a chief financial officer. The corporation may 
also have, at the discretion of the Board of Directors a chairman of the 
board, one or more vice presidents, one or more assistant secretaries, one or 
more assistant treasurers, and any such other officers as may be appointed in 
accordance with the provisions of Section 5.3 of these Bylaws.   Any number 
of offices may be held by the same person.

     5.2  APPOINTMENT OF OFFICERS

     The officers of the corporation, except such officers as may be 
appointed in accordance with the provisions of Sections 5.3 or 5.5 of these 
Bylaws, shall be appointed by the Board of Directors, subject to the rights,  
if any, of an officer under any contract of employment.

     5.3  SUBORDINATE OFFICERS

     The Board of Directors may appoint, or empower the chief executive 
officer or the president 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 
these Bylaws or as the Board of Directors 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, any officer may be removed, either with or without cause, by an 
affirmative vote of the majority of the Board of Directors at any regular or 
special meeting of the board or, except in the case of an officer chosen by 
the Board of Directors, by any officer upon whom such power of removal may be 
conferred by the Board of Directors.

     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

     Any vacancy occurring in any office of  the corporation shall be filled 
by the Board of Directors.

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<PAGE>

     5.6. CHAIRMAN OF THE BOARD

     The chairman of the board, if such an officer be elected, shall, if 
present, preside at meetings of the Board of Directors and exercise and 
perform such other powers and duties as may from time to time be assigned to 
him by the Board of Directors or as may be prescribed by these Bylaws.  If 
there is no president, then the chairman of the board shall also be the chief 
executive officer of the corporation and shall have the powers and duties 
prescribed in Section 5.7 of these Bylaws.

     5.7  CHIEF EXECUTIVE OFFICER

     Subject to such supervisory powers, if any, as may be given by the Board 
of Directors to the chairman of the board, the chief executive officer of the 
corporation shall, subject to the control of the Board of Directors, have 
general supervision, direction, and control of the business and the officers 
of the corporation.  The chief executive officer shall preside at all 
meetings of the stockholders and, in the absence or nonexistence of a 
chairman of the board, at all meetings of the Board of Directors.  The chief 
executive officer shall have the general powers and duties of management 
usually vested in the office of chief executive officer of a corporation and 
shall have such other powers and duties as may be prescribed by the Board of 
Directors or these Bylaws.

     5.8  PRESIDENT

     Subject to such supervisory powers, if any, as may be given by the Board 
of Directors to the chairman of the board or the chief executive officer, the 
president shall have general supervision, direction, and control of the 
business and other officers of the corporation.  The President shall have the 
general powers and duties of management usually vested in the office of 
president of a corporation and shall have such other powers and duties as may 
be prescribed by the Board of Directors or these Bylaws.

     5.9  VICE PRESIDENTS

     In the absence or disability of the chief executive officer and 
president, the vice presidents, if any, in order of their rank as fixed by 
the Board of Directors or, if not ranked, a vice president designated by the 
Board of Directors, shall perform all the duties of the president and when so 
acting shall have all the powers of, and be subject to all the restrictions 
upon, the president.  The vice presidents shall have such other powers and 
perform such other duties as from time to time may be prescribed for them 
respectively by the Board of Directors, these Bylaws, the president or the 
chairman of the board.

     5.10 SECRETARY

     The secretary shall keep or cause to be kept, at the principal executive 
office of the corporation or such other place as the Board of Directors may 
direct, a book of minutes of all meetings and actions of directors, 
committees of directors, and stockholders.  The minutes shall show the time 
and place of each meeting, the names of those present at directors' meetings 
or

                                        13

<PAGE>

committee meetings, the number of shares present or represented at 
stockholders, meetings, and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal 
executive office of the corporation or at the office of the corporation's 
transfer agent or registrar, as determined by resolution of the Board of 
Directors, 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 evidencing such shares, and 
the number and date of cancellation of every certificate surrendered. for 
cancellation.

     The secretary shall give, or cause to be given, notice of all meetings 
of the stockholders and of the Board of Directors required to be given by law 
or by these Bylaws.  The secretary shall keep the seal of the corporation, if 
one be adopted, in safe custody and shall have such other powers and perform 
such other duties as may be prescribed by the Board of Directors or by these 
Bylaws.

     5.11 CHIEF FINANCIAL OFFICER

     The chief financial officer shall keep and maintain, or cause to be kept 
and maintained, adequate and correct books and records of accounts of the 
properties and business transactions of the corporation, including accounts 
of its assets, liabilities, receipts, disbursements, gains, losses, capital 
retained earnings, and shares.  The books of account shall at all reasonable 
times be open to inspection by any director.

     The chief financial officer shall deposit all moneys and other valuables 
in the name and to the credit of the corporation with such depositories as 
may be designated by the Board of Directors.  The chief financial officer 
shall disburse the funds of the corporation as may be ordered by the Board of 
Directors, shall render to the president and directors, whenever they request 
it, an account of all his or her transactions as chief financial officer and 
of the financial condition of the corporation, and shall have other powers 
and perform such other duties as may be prescribed by the Board of Directors 
or the Bylaws.

     5.12 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

     The chairman of the board, the chief executive officer, the president, 
any vice president, the chief financial officer, the secretary or assistant 
secretary of this corporation, or any other person authorized by the Board of 
Directors or the chief executive officer or the president or a vice 
president, is authorized to vote, represent, and exercise on behalf of this 
corporation all rights incident to any and all shares of any other 
corporation or corporations standing in the name of this corporation.  The 
authority granted herein may be exercised either by such person directly or 
by any other person authorized to do so by proxy or power of attorney duly 
executed by such person having the authority.

     5.13 AUTHORITY AND DUTIES OF OFFICERS

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<PAGE>

     In addition to the foregoing authority and duties, all officers of the 
corporation shall respectively have such authority and perform such duties in 
the management of the business of the corporation as may be designated from 
time to time by the Board of Directors or the stockholders.

                                     ARTICLE VI

                      INDEMNIFICATION OF DIRECTORS, OFFICERS, 
                             EMPLOYEES AND OTHER AGENTS

     6.1  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The corporation shall, to the maximum extent and in the manner permitted 
by the General Corporation Law of Delaware, indemnify each of its directors 
and officers against expenses (including attorneys' fees), judgments, fines, 
settlements and other amounts actually and reasonably incurred in connection 
with any proceeding, arising by reason of the fact that such person is or was 
an agent of the corporation.  For purposes of this Section 6.1, a "director" 
or "officer" of the corporation includes any person (i) who is or was a 
director or officer of the corporation, (ii) who 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, or (iii) who was a 
director or officer of a corporation which was a predecessor corporation of 
the corporation or of another enterprise at the request of such predecessor 
corporation.

     6.2  INDEMNIFICATION OF OTHERS

     The corporation shall have the power, to the maximum extent and in the 
manner permitted by the General Corporation Law of Delaware, to indemnify 
each of its employees and agents (other than directors and officers) against 
expenses (including attorneys' fees), judgments, fines, settlements and other 
amounts actually and reasonably incurred in connection with any proceeding, 
arising by reason of the fact that such person is or was an agent of the 
corporation.  For purposes of this Section 6.2, an "employee" or "agent" of 
the corporation (other than a director or officer) includes any person (i) 
who is or was an employee or agent of the corporation, (ii) who is or was 
serving at the request of the corporation as an employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, or (iii) 
who was an employee or agent of a corporation which was a predecessor 
corporation of the corporation or of another enterprise at the request of 
such predecessor corporation.

     6.3  PAYMENT OF EXPENSES IN ADVANCE

     Expenses incurred in defending any civil or criminal action or 
proceeding for which indemnification is required pursuant to Section 6.1 or 
for which indemnification is permitted pursuant to Section 6.2 following 
authorization thereof by the Board of Directors shall be paid by the 
corporation in advance of the final disposition of such action or proceeding 
upon receipt of an undertaking by or on behalf of the indemnified party to 
repay such amount if it shall ultimately

                                       15

<PAGE>

be determined that the indemnified party is not entitled to be indemnified as 
authorized in this Article VI.

     6.4  INDEMNITY NOT EXCLUSIVE

     The indemnification provided by this Article VI shall not be deemed 
exclusive of any other rights to which those seeking indemnification may be 
entitled under any bylaw, agreement, vote of shareholders or disinterested 
directors or otherwise, both as to action in an official capacity and as to 
action in another capacity while holding such office, to the extent that such 
additional rights to indemnification are authorized in the Articles of 
Incorporation.

     6.5  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 or her and incurred by him or her in any such capacity, or 
arising out of his or her status as such, whether or not the corporation 
would have the power to indemnify him or her against such liability under the 
provisions of the General Corporation Law of Delaware.

     6.6  CONFLICTS

     No indemnification or advance shall be made under this Article VI, 
except where such indemnification or advance is mandated by law or the order, 
judgment or decree of any court of competent jurisdiction, in any 
circumstance where it appears:

          (a)  That it would be inconsistent with a provision of the 
certificate of incorporation, these Bylaws, a resolution of the stockholders 
or an agreement in effect at the time of the accrual of the alleged cause of 
the action asserted in the proceeding in which the expenses were incurred or 
other amounts were paid, which prohibits or otherwise limits indemnification; 
or

          (b)  That it would be inconsistent with any condition expressly 
imposed by a court in approving a settlement.


                                    ARTICLE VII

                                RECORDS AND REPORTS

     7.1  MAINTENANCE AND INSPECTION OF RECORDS

     The corporation shall, either at its principal executive offices or at 
such place or places as designated by the Board of Directors, keep a record 
of its stockholders listing their names and

                                        16

<PAGE>

addresses and the number and class of shares held by each stockholder, a copy 
of these Bylaws as amended to date, accounting books, and other records.

     Any stockholder of record, in person or by attorney or other agent, 
shall, upon written demand under oath stating the purpose thereof, have the 
right during the usual hours for business to inspect for any proper purpose 
the corporation's stock ledger, a list of its stockholders, and its other 
books and records and to make copies or extracts therefrom.  A proper purpose 
shall mean a purpose reasonably related to such person's interest as a 
stockholder.  In every instance where an attorney or other agent is the 
person who seeks the right to inspection, the demand under oath shall be 
accompanied by a power of attorney or such other writing that authorizes the 
attorney or other agent to so act on behalf of the stockholder.  The demand 
under oath shall be directed to the corporation at its registered office in 
Delaware or at its principal place of business.

     7.2  INSPECTION BY DIRECTORS

     Any director shall have the right to examine the corporation's stock 
ledger, a list of its stockholders, and its other books and records for a 
purpose reasonably related to his position as a director.  The Court of 
Chancery is hereby vested with the exclusive jurisdiction to determine 
whether a director is entitled to the inspection sought.  The Court may 
summarily order the corporation to permit the director to inspect any and all 
books and records, the stock ledger, and the stock list and to make copies or 
extracts therefrom.  The Court may, in its discretion, prescribe any 
limitations or conditions with reference to the inspection, or award such 
other and further relief as the Court may deem just and proper.

     7.3  ANNUAL STATEMENT TO STOCKHOLDERS

     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.


                                   ARTICLE VIII

                                 GENERAL MATTERS

     8.1  CHECKS

     From time to time, the Board of Directors shall determine by resolution 
which person or persons may sign or endorse all checks, drafts, other orders 
for payment of money, notes or other evidences of indebtedness that are 
issued in the name of or payable to the corporation, and only the persons so 
authorized shall sign or endorse those instruments.

     8.2  EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

     The Board of Directors, except as otherwise provided in these Bylaws, 
may authorize any officer or officers, or agent or agents, to enter into any 
contract or execute any instrument in the

                                        17

<PAGE>

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 
of Directors or within the agency power of an officer, no 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.

     8.3  STOCK CERTIFICATES; PARTLY PAID SHARES

     The shares of a corporation shall be represented by certificates, 
provided that the Board of Directors of the corporation may provide by 
resolution or resolutions that some or all of any or all classes or series of 
its stock shall be uncertificated shares.  Any such resolution shall not 
apply to shares represented by a certificate until such certificate is 
surrendered to the corporation. Notwithstanding the adoption of such a 
resolution by the Board of Directors, every holder of stock represented by 
certificates and upon request every holder of uncertificated shares shall be 
entitled to have a certificate signed by, or in the name of the corporation 
by the chairman or vice-chairman of the Board of Directors, or the chief 
executive officer or the president or vice president, and by the chief 
financial officer or an assistant treasurer, or the secretary or an assistant 
secretary of such corporation representing the number of shares registered in 
certificate form.  Any or all of the signatures on the 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 has 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 or 
she were such officer, transfer agent or registrar at the date of issue.

     The corporation may issue the whole or any part of its shares as partly 
paid and subject to call for the remainder of the consideration to be paid 
therefor.  Upon the face or back of each stock certificate issued to 
represent any such partly paid shares, upon the books and records of the 
corporation in the case of uncertificated partly paid shares, the total 
amount of the consideration to be paid therefor and the amount paid thereon 
shall be stated. Upon the declaration of any dividend on fully paid shares, 
the corporation shall declare a dividend upon partly paid shares of the same 
class, but only upon the basis of the percentage of the consideration 
actually paid thereon.

     8.4  SPECIAL DESIGNATION ON CERTIFICATES

     If the corporation is authorized to issue more than one class of stock 
or more than one series of any class, then the powers, the designations, the 
preferences, and the 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 shall be set 
forth in full or summarized on the face or back of the certificate that the 
corporation shall issue to represent such class or series of stock; PROVIDED, 
HOWEVER, that, except as otherwise provided in Section 202 of the General 
Corporation Law of Delaware, in lieu of the foregoing requirements there may 
be set forth on the face or back of the certificate that 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, the designations, the preferences, and the relative,

                                       18

<PAGE>

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.

     8.5  LOST CERTIFICATES

     Except as provided in this Section 8.5, no new certificates for shares 
shall be issued to replace a previously issued certificate unless the latter 
is surrendered to the corporation and cancelled at the same time.  The 
corporation may issue a new certificate of stock or uncertificated shares in 
the place of any certificate theretofore issued by it, alleged to have been 
lost, stolen or destroyed, and the corporation may require the owner of the 
lost, stolen or destroyed certificate, or his legal representative, to give 
the corporation a bond sufficient to indemnify it against any claim that may 
be made against it on account of the alleged loss, theft or destruction of 
any such certificate or the issuance of such new certificate or 
uncertificated shares.

     8.6  CONSTRUCTION; DEFINITIONS

     Unless the context requires otherwise, the general provisions, rules of 
construction, and definitions in the Delaware General Corporation Law shall 
govern the construction of these Bylaws.  Without limiting the generality of 
this provision, the singular number includes the plural, the plural number 
includes the singular, and the term "person" includes both a corporation and 
a natural person.

     8.7  DIVIDENDS

     The directors of the corporation, subject to any restrictions contained 
in (i) the General Corporation Law of Delaware or (ii) the certificate of 
incorporation, may declare and pay dividends upon the shares of its capital 
stock.  Dividends may be paid in cash, in property, or in shares of the 
corporation's capital stock.

     The directors of the corporation may set apart out of any of the funds 
of the corporation available for dividends a reserve or reserves for any 
proper purpose and may abolish any such reserve. Such purposes shall include 
but not be limited to equalizing dividends, repairing or maintaining any 
property of the corporation, and meeting contingencies.

     8.8  FISCAL YEAR

     The fiscal year of the corporation shall be fixed by resolution of the 
Board of Directors and may be changed by the Board of Directors.

     8.9  SEAL

     The corporation may adopt a corporate seal, which may be altered at 
pleasure, and may use the same by causing it or a facsimile thereof, to be 
impressed or affixed or in any other manner reproduced.

     8.10 TRANSFER OF STOCK

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     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 in 
its books.

     8.11 STOCK TRANSFER AGREEMENTS

     The corporation shall have power to enter into and perform any agreement 
with any number of stockholders of any one or more classes of stock of the 
corporation to restrict the transfer of shares of stock of the corporation of 
any one or more classes owned by such stockholders in any manner not 
prohibited by the General Corporation Law of Delaware.

     8.12 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, shall be entitled to hold liable for calls and 
assessments the 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 another person, whether or not it 
shall have express or other notice thereof, except as otherwise provided by 
the laws of Delaware.


                                     ARTICLE IX

                                     AMENDMENTS

     The Bylaws of the corporation may be adopted, amended or repealed by the 
stockholders entitled to vote; provided, however, that the corporation may, 
in its certificate of incorporation, confer the power to adopt, amend or 
repeal Bylaws upon the directors.  The fact that such power has been so 
conferred upon the directors shall not divest the stockholders of the power, 
nor limit their power to adopt, amend or repeal Bylaws.


                                     ARTICLE X

                                    DISSOLUTION

     If it should be deemed advisable in the judgment of the Board of 
Directors of the corporation that the corporation should be dissolved, the 
board, after the adoption of a resolution to that effect by a majority of the 
whole board at any meeting called for that purpose, shall cause notice to be 
mailed to each stockholder entitled to vote thereon of the adoption of the 
resolution and of a meeting of stockholders to take action upon the 
resolution.

     At the meeting a vote shall be taken for and against the proposed 
dissolution.  If a majority of the outstanding stock of the corporation 
entitled to vote thereon votes for the proposed dissolution, then a 
certificate stating that the dissolution has been authorized in

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accordance with the provisions of Section 275 of the General Corporation Law 
of Delaware and setting forth the names and residences of the directors and 
officers shall be executed, acknowledged, and filed and shall become 
effective in accordance with Section 103 of the General Corporation Law of 
Delaware.  Upon such certificate's becoming effective in accordance with 
Section 103 of the General Corporation Law of Delaware, the corporation shall 
be dissolved.

     Whenever all the stockholders entitled to vote on a dissolution consent 
in writing, either in person or by duly authorized attorney, to a 
dissolution, no meeting of directors or stockholders shall be necessary.  The 
consent shall be filed and shall become effective in accordance with Section 
103 of the General Corporation Law of Delaware.  Upon such consent's becoming 
effective in accordance with Section 103 of the General Corporation Law of 
Delaware, the corporation shall be dissolved.  If the consent is signed by an 
attorney, then the original power of attorney or a photocopy thereof shall be 
attached to and filed with the consent.  The consent filed with the Secretary 
of State shall have attached to it the affidavit of the secretary or some 
other officer of the corporation stating that the consent has been signed by 
or on behalf of all the stockholders entitled to vote on a dissolution; in 
addition, there shall be attached to the consent a certification by the 
secretary or some other officer of the corporation setting forth the names 
and residences of the directors and officers of the corporation.


                                     ARTICLE XI

                                     CUSTODIAN

     11.1 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

     The Court of Chancery, upon application of any stockholder, may appoint 
one or more persons to be custodians and, if the corporation is insolvent, to 
be receivers, of and for the corporation when:

          (i)   at any meeting held for the election of directors the 
stockholders are so divided that they have failed to elect successors to 
directors whose terms have expired or would have expired upon qualification 
of their successors; or

          (ii)  the business of the corporation is suffering or is threatened 
with irreparable injury because the directors are so divided respecting the 
management of the affairs of the corporation that the required vote for 
action by the Board of Directors cannot be obtained and the stockholders are 
unable to terminate this division; or

          (iii) the corporation has abandoned its business and has failed 
within a reasonable time to take steps to dissolve, liquidate or distribute 
its assets.

     11.2 DUTIES OF CUSTODIAN

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     The custodian shall have all the powers and title of a receiver 
appointed under Section 291 of the General Corporation Law of Delaware, but 
the authority of the custodian shall be to continue the business of the 
corporation and not to liquidate its affairs and distribute its assets, 
except when the Court of Chancery otherwise orders and except in cases 
arising under Sections 226(a)(3) or 352(a)(2) of the General Corporation Law 
of Delaware.



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