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                                                                     EXHIBIT 3.2
                              BYLAWS OF THE COMPANY










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                                     BYLAWS

                                       OF

                                GEOGRAPHICS, INC.

                         (hereafter, the "Corporation")

                            Effective October 3, 2000



                                    ARTICLE I

                                     OFFICES

                  Section 1.1. Registered Office. The registered office of the
Corporation shall be at 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of the registered agent of the Corporation at that address
is The Corporation Trust Company.

                  Section 1.2. Other Offices. The Corporation may also have
offices at such other places both within and without the State of Delaware as
the Board of Directors or officers may from time to time designate.

                                   ARTICLE II

                                  STOCKHOLDERS

                  Section 2.1. Place of Meetings. Meetings of the stockholders
for the election of directors or for any other purpose, 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 and stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

                  Section 2.2. Annual Meetings. The Annual Meetings of
stockholders shall be held on such date and at such time as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting, at which meetings the stockholders shall elect a Board of Directors
pursuant to Section 3.2 and transact such other business as may properly be
brought before the meeting.

                  Section 2.3. Special Meetings. Unless otherwise prescribed by
law or by the Certificate of Incorporation, Special Meetings of stockholders,
for any purpose or purposes, may be called (i) by the Chairman or Vice Chairman,
if there be one, (ii) the President, (iii) any Vice President, (iv) the
Secretary or any Assistant Secretary, if there be one, (v) by the person
designated in the request in writing of a majority of the Board of Directors, or
(vi) at the request in writing of


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stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote.

                  Section 2.4. Notice. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) days
(unless a longer period is required by law or the Certificate of Incorporation)
nor more than sixty (60) days before the date of the meeting, either personally,
by mail, telegram, or facsimile, by or at the direction of the President or the
person(s) calling the meeting, to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at such
stockholder's address as it appears on the stock record books of the
corporation, with postage thereon prepaid. If notice be given by telegram or
facsimile, such notice shall be deemed to be delivered when the fax confirmation
is received or when the telegram is delivered to the telegraph company.

                  Section 2.5. Waiver of Notice. Notice of the time, place and
purpose or purposes of any meeting of stockholders may be waived by a written
waiver thereof, signed by the person entitled to notice, either before or after
the time of the meeting. Such waiver, 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 the time, place and purpose or
purposes 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.

                  Section 2.6. Record Date. In order that the Corporation may
determine the stockholders entitled to vote at any meeting of stockholders or
any adjournment thereof, or entitled 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 a record
date, which shall not precede the date upon which the resolution fixing the
record date is adopted, and which shall be not more than 60 nor less than 10
days before the date of a meeting. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for any adjourned meeting.

                  Section 2.7. List of Stockholders Entitled to Vote. The
officer who has charge of the stock ledger of the Corporation shall prepare and
make, at least 10 days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder for any purpose germane to the meeting, during
ordinary business hours, for a period of at least 10 days prior to the meeting,
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
registered office of the Corporation. 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.




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                  Section 2.8. Stock Ledger. The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 2.7 of this Article II or the
books of the Corporation, or to vote in person or by proxy at a meeting of
stockholders.

                  Section 2.9. Quorum. Except as otherwise provided by law or by
the Certificate of Incorporation, the holders of a majority of the capital 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. If, however, such quorum is not
present or represented at any meeting of the stockholders, 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. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

                  Section 2.10. Voting. When a quorum is present at any meeting,
the affirmative vote of the holders of a majority of the outstanding stock
represented and entitled to vote thereat shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of applicable law, the Certificate of Incorporation or these Bylaws, a different
vote is required, in which case such express provision shall govern and control
the decision of such question. All voting, excepting where otherwise required by
law, the Certificate of Incorporation, or the Board of Directors, may be by a
voice vote.

                  Section 2.11. Proxy. 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. At any meeting of
the stockholders, every stockholder entitled to vote may vote in person or by
proxy authorized by an instrument in writing or by a communication permitted by
law filed in accordance with the procedure established for the meeting. Any
copy, facsimile telecommunication or other reliable reproduction of the writing
or communication created pursuant to this paragraph may be substituted or used
in lieu of the original writing or communication for any and all purposes for
which the original writing or communication could be used; provided that, such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or communication.

                  Section 2.12. Chairman of Meeting. The Chairman of the Board
of Directors shall preside at all meetings of the stockholders. In the absence
of the Chairman or the inability of the Chairman to act, the Chief Executive
Officer, the President or a Vice President (in that order) shall preside, and in
their absence or inability to act another person designated by one of the above
mentioned officers shall preside. The Secretary of the Corporation shall act as
secretary of each meeting of the stockholders. In the event of his or her
absence or inability to act, the presiding

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officer of the meeting shall appoint a person who need not be a stockholder to
act as secretary of the meeting.

                  Section 2.13. Conduct of Meetings. Meetings of the
stockholders shall be conducted in a fair manner but need not be governed by any
prescribed rules of order. The presiding officer's rulings on procedural matters
shall be final. The presiding officer is authorized to impose reasonable time
limits on the remarks of individual stockholders and may take such steps as such
officer may deem necessary or appropriate to assure that the business of the
meeting is conducted in a fair and orderly manner.

                  Section 2.14. Action Without a Meeting. Unless otherwise
provided in the Certificate of Incorporation or by law, any action required or
permitted to be taken at any Annual or Special Meeting of stockholders of the
Corporation, 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. The
Company shall give prompt notice of any corporate action taken without a meeting
by less than the unanimous written consent of the stockholders to those
stockholders who did not consent to that action.

                  Section 2.15.  Shareholder Proposals and Director Nominations.

                  (a) Nominations for the election of directors and proposals
for any business to be considered by shareholders at any annual or special
meeting of shareholders may be made by the Board of Directors or by any
shareholder of the Corporation entitled to vote generally in the election of
directors. In order for a shareholder of the Corporation to make any such
nominations and/or proposals, and for such nominations or other business to be
properly before the annual or special meeting, he or she must give notice
thereof in writing, delivered or mailed by first class United States mail,
postage prepaid, to the Secretary of the Corporation: (i) with respect to an
annual meeting, not less than 90 days nor more than 120 days prior to the date
of the previous year's annual meeting of shareholders, except that if no annual
meeting was held in the previous year, not later than the close of business on
the tenth day following the day on which notice of the annual meeting was mailed
to shareholders; and (ii) with respect to a special meeting, not later than the
close of business on the tenth day following the day on which notice of the
special meeting was mailed to shareholders.

                  (b) Each such notice given by a shareholder to the Secretary
with respect to nominations for election of directors shall set forth in
writing; (i) the name, age, business address and residence address of each
nominee proposed in such notice; (ii) the principal occupation or employment of
each such nominee; (iii) the number of shares of stock of the Corporation
beneficially owned by each such nominee; (iv) a description of all arrangements
or understandings between such shareholders and such nominees and any other
person (naming such person) pursuant to which the nomination is to be made by
the shareholders; (v) such other information as would be required to be
included, or would be otherwise required to be disclosed, in a proxy statement
soliciting proxies for the election of the proposed nominee pursuant to


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Regulation 14A of the Securities Exchange Act of 1934, as amended, including any
information that would be required to be included had the nominee been nominated
by the Board of Directors; (vi) the written consent of each nominee to be named
in a proxy statement as a nominee and to serve, if elected, as a director; and
(vii) as to the shareholder giving such notice: (A) his or her name and address
as they appear on the Corporation's books; (B) the class and number of shares of
the Corporation which are beneficially owned by such shareholder; and (C) a
representation that such shareholder is a holder of shares entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to make
the nomination. In addition, the shareholder making such nomination shall
promptly provide any other information reasonably requested by the Corporation.

                  (c) Each notice given by a shareholder to the Secretary with
respect to business proposals to be brought before a meeting of shareholders
shall set forth in writing as to each matter: (i) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting; (ii) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business; (iii) the class
and number of shares of the Corporation beneficially owned by such shareholder;
and (iv) any material interest of the shareholder in such business. In addition,
the shareholder making such nomination shall promptly provide any other
information reasonably requested by the Corporation.

                  (d) The Chairman of a meeting of shareholders of the
Corporation shall, if the facts warrant, determine and declare to the meeting
that a director nomination or business proposal by a shareholder of the
Corporation was not properly brought before the meeting in accordance with the
provisions of these By-laws, and if he should so determine, he shall so declare
to the meeting and such nomination shall not be considered, or such business
proposal shall not be considered, as applicable.

                                   ARTICLE III

                                    DIRECTORS

                  Section 3.1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors. In addition to the powers and authorities by these Bylaws expressly
conferred upon them, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law, by the
Certificate of Incorporation, any Certificate of Designation or by these Bylaws
required to be exercised or done by the stockholders.

                  Section 3.2. Number, Nomination, Election, Tenure and
Qualifications. The Board of Directors of the corporation shall consist of such
number of directors, but not less than one (1), as shall from time to time be
fixed exclusively by resolution adopted by either the Board of Directors or the
stockholders. Nominations for the election of directors may be made by the Board
of Directors or by stockholders pursuant to Section 2.15. The members of the
Board of Directors shall be elected by a plurality of the stockholders entitled
to vote at a meeting at which

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a quorum is present, with each stockholder entitled to vote the number of shares
owned for each position for which a director is being elected. All directors
shall hold office until the next annual meeting of stockholders and until his or
her successor shall have been elected, or until his or her prior death,
resignation or removal.

                  Section 3.3. Resignation, Removal and Vacancies. Any director
may resign at any time upon written notice to the Corporation directed to the
Board of Directors or the Secretary of the Corporation. Such resignation shall
take effect at the time specified therein, and unless otherwise specified
therein no acceptance of such resignation shall be necessary to make it
effective. Any director or the entire Board of Directors may be removed, at any
time, for any reason, by the vote of the holders of at least a majority of
shares of capital stock then entitled to vote at an election of directors.
Unless otherwise provided by the Certificate of Incorporation or resolution
adopted by the stockholders, vacancies resulting from (i) death; (ii)
resignation; (iii) retirement; (iv) disqualification; (v) removal from office;
and (vi) newly created directorships resulting from any increase in the
authorized number of directors pursuant to a resolution adopted by the Board of
Directors, may be filled by the affirmative vote of a majority of the remaining
directors or the sole remaining director, though less than a quorum of the Board
of Directors, and directors so chosen shall hold office for a term expiring at
the annual meeting of the stockholders at which the term of office of the class
to which they have been elected expires and until such director's successor
shall have been duly elected and qualified. No decrease in the number of
authorized directors constituting the whole Board shall shorten the term of any
incumbent director.

                  Section 3.4. Interested Directors. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely because
of this interest, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if: (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; (ii) the material facts as to
his, her or their relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors,
a committee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.


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                       MEETINGS OF THE BOARD OF DIRECTORS

                  Section 3.5. General. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Delaware. Members of the Board of Directors may participate
in any such meeting by means of conference telephone or similar communications
equipment through which all persons participating in the meeting can hear each
other, and participation by such means shall constitute presence in person at
such meeting.

                  Section 3.6. Special Meetings. Special Meetings of the Board
of Directors may be called by the Chairman of the Board of Directors as set
forth in Section 3.8 herein. Special Meetings shall be called by the Chairman in
like manner and on like notice at the written request of at least two directors
stating the purpose or purposes for which such meeting is requested.

                  Section 3.7. Notice; Waiver. Notice of each meeting of the
Board of Directors shall be given by mail, facsimile, telegram, electronic mail,
telephone, or delivered personally or by courier, to each director at such
director's business address or at such other address as such director shall have
designated in writing filed with the Secretary. If mailed, such notice must be
given not less than seventy-two (72) hours before the meeting, and it shall be
deemed to be delivered when deposited in the United States mail properly
addressed, with postage thereon prepaid. If notice be given by facsimile or
telegram, such notice must be given not less than twenty-four (24) hours before
the meeting, and it shall be deemed to be delivered when the fax confirmation is
received or when the telegram is delivered to the telegraph company. Notice by
personal delivery must also be given not less than twenty-four (24) hours before
the meeting. If notice be given by electronic mail or telephone, such notice
must be given not less than twenty-four (24 hours) before the meeting, and shall
be deemed delivered upon delivery of the message via telephone or upon
submission of electronic mail. Whenever any notice is required to be given to
any director of the corporation under the Certificate of Incorporation or these
Bylaws or any provision of law, a waiver thereof in writing, signed at any time,
whether before or after the time of meeting, by the director entitled to such
notice, shall be deemed equivalent to the giving of such notice. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting and objects thereat to the transaction
of any business because the meeting is not lawfully called or convened. Except
as required by law or these bylaws, neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.

                  Section 3.8. Quorum and Board Action at a Meeting. At all
meetings of the Board of Directors a majority of the then duly elected 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, 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. Unless otherwise
required by law, the Certificate of Incorporation, or these Bylaws, when a
quorum is


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present at a time when a Board of Directors (or committee thereof) vote is
taken, the affirmative vote of a majority of directors present or participating
shall constitute the act of the Board of Directors (or a committee thereof, as
the case may be).

                  Section 3.9. Action Without a Meeting. Unless otherwise
required by law or the Certificate of Incorporation, any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
designated by the Board of Directors may be taken without a meeting if all
members of the Board of Directors or of such committee consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors or such committee.

                  Section 3.10. Chairman of the Meeting. Meetings of the Board
of Directors shall be presided over by the Chairman, if any, or in his or her
absence by the President, or in their absence by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his or her
absence the chairman of the meeting may appoint any person to act as secretary
of the meeting.

                             COMMITTEES OF DIRECTORS

                  Section 3.11. General. The Board of Directors may, by
resolution, designate one or more committees, each committee to consist of one
or more of the directors of the Corporation. The Board of Directors 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, and in the absence
of a designation by the Board of Directors of an alternate member to replace the
absent or disqualified member, 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 allowed by law and provided in the
resolution of the Board of Directors establishing such committee, 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.

                  Section 3.12. Meeting. Each committee shall keep regular
minutes of its meetings and shall file such minutes and all written consents
executed by its members with the Secretary of the Corporation. Each committee
may determine the procedural rules for meeting and conducting its business and
shall act in accordance therewith, except as otherwise provided herein or
required by law. Adequate provision shall be made for notice to members of all
meetings; a majority of the members shall constitute a quorum. Action may be
taken by any committee without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes of the
proceedings of such committee. Members of any committee of the Board of
Directors may participate in any meeting of such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating may hear each other, and participation in a meeting by
such means shall constitute presence in person at such meeting.


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                            COMPENSATION OF DIRECTORS

                  Section 3.13. General. In the discretion of the Board 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. In addition, in the
discretion of the Board of Directors, the directors may receive a stated salary
for serving as directors or any other form of compensation deemed appropriate.
No such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for serving on or attending
committee meetings.

                                   ARTICLE IV

                                    OFFICERS

                  Section 4.1. General. The officers of the Corporation shall be
chosen by the Board of Directors. The officers shall be a Chairman of the Board
(who must be a director), a Chief Executive Officer, a President, various Vice
Presidents, a Secretary and a Treasurer. The Board of Directors, in its
discretion, may also choose, one or more Senior Vice Presidents, Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers as
authorized and designated by the Board of Directors. Any number of offices may
be held by the same person, unless otherwise prohibited by law, the Certificate
of Incorporation or these Bylaws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.

                  Section 4.2. Election. The Board of Directors shall elect the
officers of the Corporation who shall hold their offices for such terms and
shall exercise such powers and perform such duties as provided in these bylaws
and as determined from time to time by the Board of Directors; and all officers
of the Corporation shall hold office until their successors are chosen and
qualified, or until their earlier resignation, death or removal. Any officer may
resign at any time upon written notice to the Corporation directed to the Board
of Directors or the Secretary. Such resignation shall take effect at the time
specified therein, and unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective. The Board of Directors may
remove any officer or agent with or without cause at any time by the affirmative
vote of a majority of the Board of Directors. Any such removal shall be without
prejudice to the contractual rights of such officer or agent, if any, with the
Corporation, but the election of an officer or agent shall not of itself create
any contractual rights. Any vacancy occurring in any office of the Corporation
by death, resignation, removal or otherwise may be filled by the Board of
Directors. The salaries of all officers of the Corporation shall be determined
by the Board of Directors.

                  Section 4.3. Voting Securities Owned by the Corporation.
Notwithstanding anything to the contrary contained herein, powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the President or any Vice President

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and any such officer may, in the name of and on behalf of the Corporation, take
all such action as any such officer may deem advisable to vote in person or by
proxy at any meeting of security holders of any corporation in which the
Corporation may own securities and at any such meeting shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present. The Board of Directors may, by resolution, from time
to time confer like powers upon any other person or persons.

                  Section 4.4. Chairman of the Board of Directors. The Chairman
of the Board of Directors, shall preside at all meetings of the stockholders and
of the Board of Directors. In the absence or disability of the Chief Executive
Officer, the Chairman of the Board of Directors shall be the Chief Executive
Officer of the Corporation. During the absence or disability of the President,
the Chairman of the Board of Directors shall exercise all the powers and
discharge all the duties of the President, and except where by law the signature
of the President is required, the Chairman of the Board of Directors shall
possess the same power as the President to sign all contracts, certificates and
other instruments of the Corporation which may be authorized by the Board of
Directors. The Chairman of the Board of Directors shall also perform such other
duties and may exercise such other powers as from time to time may be assigned
to him or her by these Bylaws or by the Board of Directors.

                  Section 4.5. Chief Executive Officer. The Chief Executive
Officer shall be the principal executive officer of the Corporation. The Chief
Executive Officer, except where by law the signature of the President is
required, shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation which may be authorized by
the Board of Directors. During the absence or disability of the President and
the Chairman of the Board of Directors, the Chief Executive Officer shall
exercise all the powers and discharge all the duties of the President. The Chief
Executive Officer shall also perform such other duties and may exercise such
other powers as from time to time may be assigned to him or her by these Bylaws
or by the Board of Directors.

                  Section 4.6. President. The President shall, subject to the
control of the Board of Directors, the Chairman of the Board of Directors, if
there be one, and the Chief Executive Officer have general supervision of the
business of the Corporation and shall ensure that all orders and resolutions of
the Board of Directors are carried into effect. The President may execute any
and all bonds, mortgages, contracts and other instruments of the Corporation
requiring a seal, except as required by law to be otherwise signed and executed
and except that the other officers of the Corporation may sign and execute
documents when so authorized by these Bylaws, the Board of Directors or the
President. In the absence or disability of the Chairman of the Board of
Directors, if there be one, and the Chief Executive Officer, the President shall
preside at all meetings of the stockholders and the Board of Directors. In the
absence or disability of the Chairman of the Board of Directors or Chief
Executive Officer, the President shall be the Chief Executive Officer of the
Corporation. The President shall also perform such other duties and may exercise
such other powers as from time to time may be assigned to him or her by these
Bylaws or by the Board of Directors.


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                  Section 4.7. Senior Vice Presidents and Vice Presidents. If
there be any Senior Vice Presidents or Vice Presidents, then, at the request of
the President or in his or her absence or in the event of his or her inability
or refusal to act (and if there be no Chairman of the Board of Directors or
Chief Executive Officer), the Senior Vice President and Vice President or the
Senior Vice Presidents and Vice Presidents, if there are more than one (in the
order designated by the Board of Directors) 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. Each Senior Vice President and Vice
President shall perform such other duties and have such other powers as the
Board of Directors from time to time may prescribe. If there be no Chairman of
the Board of Directors, no Chief Executive Officer, no Senior Vice President and
no Vice President, the Board of Directors shall designate the officer of the
Corporation who, in the absence of the President or in the event of the
inability or refusal of the President to act, 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.

                  Section 4.8. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of stockholders and record
all the proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing and special committees
of the Board of Directors 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 Chief Executive Officer, under whose supervision he or
she shall be. If the Secretary is unable or refuses to cause to be given notice
of all meetings of the stockholders and Special Meetings of the Board of
Directors, and if there be no Assistant Secretary, then either the Board of
Directors or the Chief Executive Officer may choose another officer to cause
such notice to be given. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by law to be
kept or filed are properly kept or filed, as the case may be.

                  Section 4.9. Treasurer. The Treasurer shall have the custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. 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 Chief Executive Officer and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his or her transactions as Treasurer and of the financial
condition of the Corporation. If required by the Board of Directors, the
Treasurer shall give the Corporation a bond 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 or her office and for the restoration to the
Corporation, in case of his or her death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his or her possession or under his or her control belonging to
the Corporation.

                  Section 4.10. Assistant Secretaries. Except as may be
otherwise provided in these Bylaws, Assistant Secretaries, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer,


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<PAGE>   13




the President, any Senior Vice President or Vice President, if there be one, or
the Secretary, and in the absence of the Secretary or in the event of his or her
disability or refusal to act, shall perform the duties of the Secretary, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the Secretary.

                  Section 4.11. Assistant Treasurers. Assistant Treasurers, if
there be any, shall perform such duties and have such powers as from time to
time may be assigned to them by the Board of Directors, the Chief Executive
Officer, the President, any Senior Vice President or Vice President, if there be
one, or the Treasurer, and in the absence of the Treasurer or in the event of
his or her disability or refusal to act, shall perform the duties of the
Treasurer, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Treasurer. If required by the Board of Directors,
an Assistant Treasurer shall give the Corporation a bond 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 or her office and for the
restoration to the Corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.

                  Section 4.12. Other Officers. Such other officers as the Board
of Directors may choose shall perform such duties and have such powers as from
time to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

                  Section 5.1. Form of Certificates. Every holder of stock in
the Corporation shall be entitled to have a certificate signed, in the name of
the Corporation (i) by the Chairman of the Board of Directors, the Chief
Executive Officer, the President, a Senior Vice President or a Vice President
and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
such person in the Corporation.

                  Section 5.2. Signatures. Where a certificate is countersigned
by (i) a transfer agent other than the Corporation or its employee, or (ii) a
registrar other than the Corporation or its employee, any other signature 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
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 or she were such officer, transfer agent or registrar at the date of
issue.

                  Section 5.3. Lost Certificates. The Board of Directors or any
officer may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged


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<PAGE>   14


to have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate, the Board of
Directors, or any such officer, may, in its, his or her discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or his or her legal representative, to
advertise the same in such manner as the Board of Directors shall require, to
enter into an Indemnification Agreement with the Corporation, to give the
Corporation a bond in such sum as the Corporation directs 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, and/or perform any
other act as shall be reasonably required.

                                   ARTICLE VI

                               GENERAL PROVISIONS

                  Section 6.1. Dividends. Dividends upon the capital stock of
the Corporation, if any, 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, and may be paid in cash, in property, or in shares of the
capital stock or rights to acquire the same. 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 Board of Directors from time to time, in its
absolute discretion, deems 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 any proper purpose, and the Board of
Directors may modify or abolish any such reserve.

                  Section 6.2. Disbursements. 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.

                  Section 6.3. Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.

                  Section 6.4. Corporate Seal. The Corporation may have a
corporate seal which shall have the name of the Corporation inscribed thereon
and shall be in such form as may be approved from time to time by the Board of
Directors. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                   ARTICLE VII

                                 INDEMNIFICATION

                  Section 7.1. Power to Indemnify in Actions, Suits or
Proceedings Other Than Those by or in the Right of the Corporation. Except as
otherwise provided by law or the Certificate of Incorporation, and subject to
Section 7.3, the Corporation shall indemnify any person who is or was a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in

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<PAGE>   15




the right of the Corporation) by reason of the fact that he or she is or was a
director or officer of the Corporation, or is or was a director or officer of
the Corporation serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceedings, had reasonable cause to
believe that his or her conduct was unlawful.

                  Section 7.2. Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation. Except as otherwise provided
by law or the Certificate of Incorporation, and subject to Section 7.3, the
Corporation shall indemnify any person who is or was a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director or officer of the Corporation, or is or
was a director or officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including reasonable attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation, unless, and only to the extent that, the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

                  Section 7.3. Authorization of Indemnification. Any
indemnification under this Article VII (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the director or officer is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Section 7.1 or Section 7.2, as the case may be. Such determination shall be made
(i) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders. To the extent, however, that a director
or officer of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding described above, or in defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses


                                       14


<PAGE>   16



(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith, without the necessity of authorization in the specific
case.

                  Section 7.4. Good Faith Defined. For purposes of any
determination under this Article VII, a person shall be deemed to have acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Corporation, or, with respect to any criminal
action or proceeding, to have had no reasonable cause to believe his or her
conduct was unlawful, if his or her action is based on the records or books of
account of the Corporation or another enterprise, or on information supplied to
him or her by the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the
Corporation or another enterprise. The term "another enterprise" as used in this
Section 7.4 shall mean any other corporation or any partnership, joint venture,
trust, employee benefit plan or other enterprise of which such person is or was
serving at the request of the Corporation as a director, officer, employee or
agent. The provisions of this Section 7.4 shall not be deemed to be exclusive or
to limit in any way the circumstances in which a person may be deemed to have
met the applicable standard of conduct set forth in Sections 7.1 or 7.2, as the
case may be.

                  Section 7.5. Indemnification by a Court. Notwithstanding any
contrary determination in the specific case under Section 7.3, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible under Sections
7.1 and 7.2. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because he or she has met the applicable standards
of conduct set forth in Section 7.1 or 7.2, as the case may be. Neither a
contrary determination in the specific case under Section 7.3 nor the absence of
any determination thereunder shall be a defense to such application or create a
presumption that the director or officer seeking indemnification has not met any
applicable standard of conduct. Notice of any application for indemnification
pursuant to this Section 7.5 shall be given to the Corporation promptly upon the
filing of such application. If successful, in whole or in part, the director or
officer seeking indemnification shall also be entitled to be paid the reasonable
expense of prosecuting such application (including reasonable attorney fees).

                  Section 7.6. Expenses Payable in Advance. Expenses incurred by
a director or officer in defending or investigating a threatened or pending
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is entitled to be indemnified
by the Corporation as authorized in this Article VII. Such expenses (including
attorneys' fees) incurred by former directors and officers may be so paid upon
such terms and conditions, if any, as the Corporation deems appropriate.


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<PAGE>   17


                  Section 7.7. Nonexclusivity of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by or
granted pursuant to this Article VII shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under any Bylaw, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office, it being the policy of the Corporation that indemnification of the
persons specified in Sections 7.1 and 7.2 shall be made to the fullest extent
permitted by law. The provisions of this Article VII shall not be deemed to
prohibit the Corporation from indemnifying any person who is not specified in
Sections 7.1 or 7.2 but whom the Corporation has the power or obligation to
indemnify under the provisions of the General Corporation Law of the State of
Delaware, or otherwise.

                  Section 7.8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan 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 or the
obligation to indemnify him or her against such liability under the provisions
of this Article VII.

                  Section 7.9. Certain Definitions. For purposes of this Article
VII, references to the "Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, shall stand in
the same position under the provisions of this Article VII with respect to the
resulting or surviving corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued. For purposes of
this Article VII, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to "serving
at the request of the Corporation" shall include any service as a director or
officer of the Corporation which imposes duties on, or involves services by,
such director or officer with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article VII.

                  Section 7.10. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VII shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.



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<PAGE>   18

                  Section 7.11. Limitation on Indemnification. Notwithstanding
anything contained in this Article VII to the contrary, except for proceedings
to enforce rights to indemnification (which shall be governed by Section 7.5
hereof), the Corporation shall not be obligated to indemnify any director,
officer, employee or agent in connection with a proceeding (or part thereof)
initiated by such person unless such proceeding (or part thereof) was authorized
or consented to by the Board of Directors of the Corporation.

                  Section 7.12. Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses,
and provide any other rights, to any person who is or was an employee or agent
of the Corporation, similar to those rights conferred in this Article VII to
directors and officers of the Corporation.

                  Section 7.13. No Prejudice. No amendment to or repeal of this
Article VII shall apply to or have any effect on the rights of any person for or
with respect to acts or omissions of such person occurring prior to such
amendment or repeal.

                                  ARTICLE VIII

                                   AMENDMENTS

                  These Bylaws may be altered, amended or repealed, in whole or
in part, or new Bylaws may be adopted by the stockholders or by the Board of
Directors; provided, however, that notice of such alteration, amendment, repeal
or adoption of new Bylaws shall be contained in the notice of such meeting of
stockholders or Board of Directors, as the case may be. All such amendments must
be approved by either the affirmative vote of the holders of a majority of
shares present in person or represented by proxy and entitled to vote on the
subject matter at a meeting of stockholders at which a quorum is present or the
affirmative vote of a majority of the directors present at a meeting at which a
quorum is present.


                                       17