<PAGE>



                          AMENDED AND RESTATED
                                 BYLAWS
                                   OF
                              VYSIS, INC.


                                ARTICLE I
                                 OFFICES

         Section 1. The registered office of the Corporation shall be in the 
City of Wilmington, County of New Castle, State of Delaware. The Corporation 
may also have offices at such other places both within and without the State 
of Delaware as the Board of Directors may from time to time determine or the 
business of the Corporation may require.

                                ARTICLE II
                               STOCKHOLDERS

         Section 1. TIME AND PLACE OF MEETINGS. All meetings of the 
stockholders for the election of directors or for any other purpose shall be 
held at such time and place, within or without the State of Delaware, as 
shall be designated by the Board of Directors. In the absence of a 
designation of a place for any such meeting by the Board of Directors, each 
such meeting shall be held at the principal office of the Corporation.

         Section 2. ANNUAL MEETINGS. An annual meeting of stockholders shall 
be held for the purpose of electing directors and transacting such other 
business as may properly be brought before the meeting. The date of the 
annual meeting shall be determined by the Board of Directors.

         Section 3. SPECIAL MEETINGS. Special meetings of the stockholders, 
for any purpose or purposes, unless otherwise prescribed by law or by the 
Corporation's Certificate of Incorporation (as the same may be amended from 
time to time, the "CERTIFICATE OF INCORPORATION"), may be called by a 
Chairman or a Co-Chairman of the Board, the President or by resolution of the 
Board of Directors, and shall be called by the Chairman or a Co-Chairman of 
the Board, the President or the Secretary at the request in writing of a 
majority of the Board of Directors.

         Section 4. NOTICE OF MEETINGS. Written notice of each meeting of the 
stockholders stating the place, date and time of the meeting shall be given 
not less than ten nor more than sixty days before the date of the meeting, to 
each stockholder entitled to vote at such meeting. The notice of any special 
meeting of stockholders shall state the purpose or purposes for which the 
meeting is called. Business transacted at any special meeting of stockholders 
shall be limited to the purposes stated in the notice. Neither the business 
to be transacted at, nor the purpose of, an annual or special meeting of 
stockholders need be specified in any written waiver of notice.


<PAGE>


         Section 5. QUORUM; ADJOURNMENT. The holders of shares of capital 
stock having a majority of the votes which could be cast by the holders of 
all shares of capital stock of the Corporation, 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 required by 
these Bylaws, the Certificate of Incorporation or the Delaware General 
Corporation Law as from time to time in effect (the "DELAWARE LAW"). If a 
quorum is not represented, the holders of the stock present in person or 
represented by proxy at the meeting and entitled to vote thereat shall have 
power, by the affirmative vote of the holders of a majority of such stock, to 
adjourn the meeting to another time and/or place, without notice other than 
announcement at the meeting, except as hereinafter provided, until a quorum 
shall be present or represented. At such adjourned meeting, at which a quorum 
shall be present or represented, any business may be transacted which might 
have been transacted at the original meeting. If the adjournment is for more 
than thirty days, or if after the adjournment a new record date is fixed for 
the adjourned meeting, a notice of the adjourned meeting shall be given to 
each stockholder of record entitled to vote at the meeting. Withdrawal of 
stockholders from any meeting shall not cause the failure of a duly 
constituted quorum at such meeting.

         Section 6. VOTING. At all meetings of the stockholders, each 
stockholder shall be entitled to vote, in person, or by proxy appointed in an 
instrument in writing subscribed by the stockholder or otherwise appointed in 
accordance with Section 212 of the Delaware Law, each share of voting stock 
owned by such stockholder of record on the record date for the meeting. Each 
stockholder shall be entitled to one vote for each share of voting stock held 
by such stockholder, unless otherwise provided in the Delaware Law or the 
Certificate of Incorporation. When a quorum is present at any meeting, the 
affirmative vote of the holders of a majority of the stock having voting 
power present in person or represented by proxy shall decide any question 
brought before such meeting, unless the question is one upon which, by 
express provision of law or of the Certificate of Incorporation, a different 
vote is required, in which case such express provision shall govern and 
control the decision of such question. Any stockholder who is in attendance 
at a meeting of stockholders either in person or by proxy, but who abstains 
from the vote on any matter, shall not be deemed present or represented at 
such meeting for purposes of the preceding sentence with respect to such 
vote, but shall be deemed present or represented at such meeting for all 
other purposes. The Corporation shall, in advance of any meeting of 
stockholders, appoint one or more inspectors to act at the meeting and make a 
written report thereof, in accordance with the Delaware Law.

         Section 7. INFORMAL ACTION BY STOCKHOLDERS. Any action required to 
be taken at a meeting of the stockholders, or any other action which may be 
taken at a meeting of the stockholders, may be taken without a meeting, 
without prior notice and without a vote, if a consent in writing, setting 
forth the action so taken, shall be signed by the holders of outstanding 
stock having not less than the minimum number of votes that would be 
necessary to authorize or take such action at a meeting at which all shares 
entitled to vote thereon were present and voted. Prompt notice of the taking 
of the corporate action without a meeting by less than unanimous written 
consent shall be given to those stockholders who have not consented in 
writing.

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                                ARTICLE III
                                 DIRECTORS


         Section 1. GENERAL POWERS. The business and affairs of the 
Corporation shall be managed and controlled by or under the direction of its 
Board of Directors, which may exercise all such powers of, and do all such 
acts and things as may be done by, the Corporation and do all such lawful 
acts and things as are not by law or by the Certificate of Incorporation or 
by these Bylaws directed or required to be exercised or done by the 
stockholders.

         Section 2. NUMBER, QUALIFICATION AND TENURE. The Board of Directors 
of the Corporation shall consist of such number of directors as shall be 
determined from time to time by resolution of the Board of Directors; 
PROVIDED, HOWEVER, that such number shall not be less than three nor more 
than nine. The directors shall be elected at the annual meeting of the 
stockholders and may be elected at any special meeting of stockholders, 
except as otherwise provided herein, and each director elected shall hold 
office until his or her successor is elected and qualified or until his or 
her earlier death, termination, resignation or removal from office. Directors 
need not be stockholders. The Board of Directors may elect a Chairman or 
Co-Chairmen from amongst its members. The Chairman or Co-Chairmen of the 
Board, when and if elected, shall preside at meetings of the Board of 
Directors and shall have such other functions, authority and duties as may be 
prescribed by the Board of Directors or as are set forth herein.

         Section 3. VACANCIES AND NEWLY-CREATED DIRECTORSHIPS. Vacancies and 
newly created directorships resulting from any increase in the number of 
directors may be filled by a majority of the directors then in office, 
although less than a quorum, or by a sole remaining director, and each 
director so chosen shall hold office until his or her successor is elected 
and qualified or until his or her earlier death, termination, resignation, 
retirement, disqualification or removal from office. If there are no 
directors in office, then an election of directors may be held in the manner 
provided by law.

         Section 4. PLACE OF MEETINGS.  The Board of Directors may hold 
meetings, both regular and special, either within or without the State of 
Delaware.

         Section 5. MEETINGS. The Board of Directors shall hold a regular 
meeting, to be known as the annual meeting, immediately following each annual 
meeting of the stockholders. Other regular meetings of the Board of Directors 
shall be held at such time and place as shall from time to time be determined 
by the Board. No notice of regular meetings need be given, other than by 
announcement at the immediately preceding regular meeting. Special meetings 
of the Board may be called by the Chairman of the Board, or the President or 
by the Secretary on the written request of a majority of the Board of 
Directors. Notice of any special meeting of the Board shall be given at least 
twenty-four hours prior thereto, either in writing, or telephonically if 
confirmed promptly in writing, to each director at the address shown for such 
director on the records of the Corporation.


                                       -3-

<PAGE>


         Section 6. WAIVER OF NOTICE; BUSINESS AND PURPOSE. Notice of any 
meeting of the Board of Directors may be waived in writing signed by the 
person or persons entitled to such notice either before or after the time of 
the meeting. The attendance of a director at any meeting shall constitute a 
waiver of notice of such meeting, except where a director attends a meeting 
for the express purpose of objecting to the transaction of any business 
because the meeting is not lawfully called or convened and at the beginning 
of the meeting records such objection with the person acting as secretary of 
the meeting and does not thereafter vote on any action taken at the meeting. 
Neither the business to be transacted at, nor the purpose of, any regular or 
special meeting of the Board need be specified in the notice or waiver of 
notice of such meeting, unless specifically required by the Delaware Law.

         Section 7. QUORUM AND MANNER OF ACTING. At all meetings of the Board 
of Directors a majority of the total number of directors shall constitute a 
quorum for the transaction of business. If a quorum shall not be present at 
any meeting of the Board of Directors, the directors present thereat may 
adjourn the meeting from time to time, without notice other than announcement 
at the meeting, until a quorum shall be present. The act of a majority of the 
directors present at any meeting at which there is a quorum shall be the act 
of the Board of Directors, except as may be otherwise specifically provided 
by the Delaware Law or by the Certificate of Incorporation. Withdrawal of 
directors from any meeting shall not cause the failure of a duly constituted 
quorum at such meeting. A director who is in attendance at a meeting of the 
Board of Directors but who abstains from the vote on any matter shall not be 
deemed present at such meeting for purposes of the preceding sentence with 
respect to such vote, but shall be deemed present at such meeting for all 
other purposes.

         Section 8. NOMINATION OF DIRECTORS AND PRESENTATION OF BUSINESS AT 
STOCKHOLDER MEETINGS.

                  (a) Nominations of persons for election to the Board of
         Directors and the proposal of business to be considered by the
         stockholders may be made at an annual meeting of stockholders (i)
         pursuant to the Corporation's notice of meeting, (ii) by or at the
         direction of the Board of Directors or (iii) by any stockholder who was
         a stockholder of record at the time of the giving of notice provided
         for in this Section 8, who is entitled to vote at the meeting and who
         complied with the notice procedures set forth in this Section 8.

                  (b) For nominations or other business to be properly brought
         before an annual meeting by a stockholder pursuant to clause (iii) of
         paragraph (a) of this Section 8, the stockholder must have given timely
         notice thereof in writing to the Secretary of the Corporation. To be
         timely, a stockholder's notice shall be delivered to the Secretary at
         the principal executive offices of the Corporation not less than 60
         days nor more than 90 days prior to the first anniversary of the
         preceding year's annual meeting; PROVIDED, HOWEVER, that in the event
         that the date of the annual meeting is advanced by more than 30 days
         or delayed by more than 60 days from such anniversary date, notice
         by the stockholder to be timely must be so delivered not earlier than
         the 90th day prior to such


                                       -4-

<PAGE>


         annual meeting and not later than the close of business or the later
         of (i) the 60th day prior to such annual meeting or (ii) the 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 the business desired to be brought before the meeting,
         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;
         (iii) as to the stockholder giving the notice and the beneficial owner,
         if any, on whose behalf the nomination or proposal is made (1) the name
         and address of such stockholder as they appear on the Corporation's
         books, and of such beneficial owner and (2) the class and number of
         shares of stock of the Corporation that are owned beneficially and of
         record by such stockholder and such beneficial owner. Notwithstanding
         anything in the second sentence of this paragraph (b) to the contrary,
         in the event that the number of directors to be elected to the Board of
         Directors is increased and there is no public announcement naming all
         of the nominees for director or specifying the size of the increased
         Board of Directors made by the Corporation at least 70 days prior to
         the first anniversary of the preceding year's annual meeting, a
         stockholder's notice shall also be considered timely, but only with
         respect to nominees for any new positions created by such increase, if
         it shall be delivered to the Secretary at the principal executive
         offices of the Corporation not later than the close of business on the
         10th day following the day on which the public announcement is first
         made by the Corporation.

                  (c) Only such business shall be conducted at a special meeting
         of stockholders as shall have been brought before the meeting pursuant
         to the Corporation's notice of meeting. Nominations of persons for
         election to the Board of Directors may be made at a special meeting of
         stockholders with regard to which the Board of Directors has determined
         that directors are to be elected (i) pursuant to the Corporation's
         notice of meeting, (ii) by or at the direction of the Board of
         Directors or (ii) by any stockholder who is a stockholder of record at
         the time of the giving of notice provided for in this Section 8, who
         shall be entitled to vote for the election of directors at the meeting
         and who complies with the notice procedures set forth in this
         Section 8. In the event the Corporation calls a special meeting of
         stockholders for the purpose of electing one or more directors to the
         Board of Directors, any such stockholder may nominate a person or
         persons (as the case may be) for election to such position(s) as
         specified in the Corporation's notice of meeting, if the stockholder's
         notice setting forth the information and complying with the form
         described in paragraph (b) of this Section 8 shall be delivered to the
         Secretary at the principal executive offices of the Corporation not
         earlier than the 90th day prior to such special meeting and not later
         than the close of business 

                                       -5-

<PAGE>

         on the later of (i) the 60th day prior to such special meeting or
         (ii) the 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 elected at such meeting.

                  (d) Only such persons who are nominated in accordance with the
         procedures set forth in this Section 8 shall be eligible to serve as
         directors and only such business shall be conducted at a meeting of
         stockholders as shall have been brought before the meeting in
         accordance with the procedures set forth in this Section 8. The
         chairman of the meeting of stockholders shall have the power and duty
         to determine whether a nomination or any business proposed to be
         brought before the meeting was made in accordance with the procedures
         set forth in this Section 8 and, if any proposed nomination or business
         is not in compliance with this Section 8, to declare that such
         defective nominations or proposal shall be disregarded.

                  (e) For purposes of this Section 8, "PUBLIC ANNOUNCEMENT"
         shall mean disclosure in a press release reported by the Dow Jones News
         Service, Associated Press or comparable national news service or in a
         document publicly filed by the Corporation with the Securities and
         Exchange Commission pursuant to Sections 13, 14 or 15(d) of the
         Exchange Act.

                  (f) Notwithstanding the foregoing provisions of this Section
         8, (i) if any class or series of stock has the right, voting separately
         by class or series, to elect directors at an annual or special meeting
         of stockholders, such directors shall be nominated and elected pursuant
         to the terms of such class or series of stock; and (ii) a stockholder
         shall also comply with all applicable requirements of the Exchange Act
         and the rules and regulations thereunder with respect to the matters
         set forth in this Section 8. Nothing in this Section 8 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.

         Section 9. ORGANIZATION. The Chairman of the Board, if elected, 
shall act as chairman at all meetings of the Board of Directors. If the 
Chairman of the Board is not elected or, if elected, is not present, the 
President, or if the President is not present, a director chosen by a 
majority of the directors present, shall act as chairman at such meeting of 
the Board of Directors.

         Section 10. COMMITTEES. The Board of Directors, by resolution adopted
by a majority of the whole Board of Directors, may designate one or more
committees, each such committee to consist of one or more directors. Except as
expressly limited by Delaware Law or the Certificate of Incorporation, any such
committee shall have and may exercise such powers as the Board of Directors may
determine and specify in the resolution designating such committee. The Board of
Directors, by resolution adopted by a majority of the whole Board of Directors,
also may designate one or more additional directors as alternate members of any
such committee to replace any absent or disqualified member at any meeting of
the committee, and at any time


                                       -6-

<PAGE>


may change the membership of any committee or amend or rescind the resolution 
designating the committee. In the absence or disqualification of a member or 
alternate member of a committee, the member or members thereof present at any 
meeting and not disqualified from voting, whether or not such member or 
members constitute a quorum, may unanimously appoint another director to act 
at the meeting in the place of any such absent or disqualified member, 
provided that the director so appointed meets any qualifications stated in 
the resolution designating the committee. Each committee shall keep a record 
of proceedings and report the same to the Board of Directors to such extent 
and in such form as the Board of Directors may require. Unless otherwise 
provided in the resolution designating a committee, a majority of all of the 
members of any such committee may select its Chairman, fix its rules or 
procedure, fix the time and place of its meetings and specify what notice of 
meetings, if any, shall be given.

         Section 11. ACTION WITHOUT MEETING. Unless otherwise specifically 
prohibited 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 of Directors or such committee, as the case may be, execute a 
consent thereto in writing setting forth the action so taken, and the writing 
or writings are filed with the minutes of proceedings of the Board of 
Directors or such committee.

         Section 12. ATTENDANCE BY TELEPHONE. Members of the Board of 
Directors, or any committee thereof, may participate in and act at any 
meeting of the Board of Directors, or such committee, as the case may be, 
through the use of a conference telephone or other communications equipment 
by means of which all persons participating in the meeting can hear each 
other. Participation in such meeting shall constitute attendance and presence 
in person at the meeting of the person or persons so participating.

         Section 13. COMPENSATION. By resolution of the Board of Directors, 
irrespective of any personal interest of any of the members, the directors 
may be paid their reasonable expenses, if any, of attendance at each meeting 
of the Board of Directors and may be paid a fixed sum of attendance at 
meetings or a stated salary as directors. These payments shall not preclude 
any director from serving the Corporation in any other capacity and receiving 
compensation therefor.


                                ARTICLE IV
                                 OFFICERS

         Section 1. ENUMERATION. The officers of the Corporation shall be 
elected by the Board of Directors and shall include a President, one or more 
Vice Presidents (the number and designation thereof to be determined by the 
Board of Directors), a Secretary and a Treasurer. The Board of Directors may 
also elect one or more Assistant Secretaries and Assistant Treasurers and 
such other officers and agents as it may deem appropriate. Any number of 
offices may be held by the same person.


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<PAGE>


         Section 2. TERM OF OFFICE. The officers of the Corporation shall be 
elected at the annual meeting of the Board of Directors and shall hold office 
until their successors are elected and qualified, or until their earlier 
death, termination, resignation or removal from office. Any officer or agent 
of the Corporation may be removed at any time by the Board of Directors, with 
or without cause. Any vacancy in any office because of death, resignation, 
termination, removal, disqualification or otherwise, may be filled by the 
Board of Directors for the unexpired portion of the term.

         Section 3. PRESIDENT. The President shall be the chief executive 
officer of the Corporation and, as such, shall have general supervision, 
direction and control of the business and affairs of the Corporation, subject 
to the control of the Board of Directors, shall have such other functions, 
authority and duties as customarily appertain to the chief executive officer 
of a business corporation and shall perform such duties and have such other 
powers as may from time to time be prescribed by the Board of Directors.

         Section 4. VICE PRESIDENTS. In the absence of the President or in 
the event of the President's inability or refusal to act, the Vice President 
(or if there be more than one, first, the Executive Vice Presidents, then the 
Senior Vice Presidents, then the Vice Presidents, or in the absence of any 
designation, then in the order of their most recent election) shall perform 
the duties of the President and when so acting shall have all the powers of 
and be subject to all the restrictions upon the President. A Vice President 
who is appointed as such with respect to a particular area of responsibility 
or function of the Corporation shall, subject to the authority of the 
President, perform all duties and have all authority pertaining to the 
general and active management of such area or function and shall see that all 
orders and resolutions of the Board of Directors pertaining to such area or 
function are carried into effect. The Vice Presidents shall perform such 
other duties and have such other powers as the Board of Directors or the 
President may from time to time prescribe.

         Section 5. SECRETARY. The Secretary shall: (a) keep a record of all 
proceedings of the stockholders, the Board of Directors and any committees 
thereof in one of more books provided for that purpose; (b) give, or cause to 
be given, all notices that are required by law or these Bylaws to be given by 
the Secretary; (c) be custodian of the corporate records and, if the 
Corporation has a corporate seal, of the seal of the Corporation; (d) have 
authority to affix the seal of the Corporation to all instruments the 
execution of which requires such seal and to attest such affixing of the 
seal; (e) keep a register of the post office address of each stockholder 
which shall be furnished to the Secretary by such stockholder; (f) sign, with 
the President or any Vice President, or any other officer thereunto 
authorized by the Board of Directors, any certificates for shares of the 
Corporation, or any deeds, mortgages, bonds, contracts or other instruments 
which the Board of Directors has authorized to be executed by the signature 
of more than one officer; (g) have general charge of the stock transfer books 
of the Corporation; (h) have authority to certify as true and correct, copies 
of the Bylaws, or resolutions of the stockholders, the Board of Directors and 
committees thereof, and of other documents of the Corporation; and (i) in 
general, perform the duties incident to the office of secretary and such 
other duties as from time to time may be prescribed by the Board of Directors 
or the President. The Board of


                                       -8-

<PAGE>


Directors may give general authority to any other officer to affix the seal 
of the Corporation and to attest such affixing of the seal.

         Section 6. ASSISTANT SECRETARY. The Assistant Secretary, or if there 
shall be more than one, each Assistant Secretary in the absence of the 
Secretary or in the event of the Secretary's inability or refusal to act, 
shall have the authority to perform the duties of the Secretary, subject to 
such limitations thereon as may be imposed by the Board of Directors, and 
such other duties as may from time to time be prescribed by the Board of 
Directors, the President or the Secretary.

         Section 7. TREASURER. The Treasurer shall be the principal 
accounting and financial officer of the Corporation. The Treasurer shall: (a) 
have charge of and be responsible for the maintenance of adequate books of 
account for the Corporation; (b) have charge and custody of all funds and 
securities of the Corporation, and be responsible therefor and for the 
receipt and disbursement thereof; and (c) perform the duties incident to the 
office of treasurer and such other duties as may from time to time be 
prescribed by the Board of Directors or the President. The Treasurer may sign 
with the President or any Vice President, or any other officer thereunto 
authorized by the Board of Directors, certificates for shares of the 
Corporation. If required by the Board of Directors, the Treasurer shall give 
a bond for the faithful discharge of his or her duties in such sum and with 
such surety or sureties as the Board of Directors may determine.

         Section 8. ASSISTANT TREASURER. The Assistant Treasurer, or if there 
shall be more than one, each Assistant Treasurer, in the absence of the 
Treasurer or in the event of the Treasurer's inability or refusal to act, 
shall have the authority to perform the duties of the Treasurer, subject to 
such limitations thereon as may be imposed by the Board of Directors, and 
such other duties as may from time to time be prescribed by the Board of 
Directors, the President or the Treasurer.

         Section 9. GENERAL COUNSEL. The General Counsel shall be the chief 
legal adviser of the Corporation as to all matters affecting the Corporation 
or its business. In general, he shall perform all the duties incident to the 
office of General Counsel and have such other duties as the Board of 
Directors or the President may from time to time prescribe.

         Section 10. OTHER OFFICERS AND AGENTS. Any officer or agent who is 
elected or appointed from time to time by the Board of Directors and whose 
duties are not specified in these Bylaws shall perform such duties and have 
such powers as may from time to time be prescribed by the Board of Directors 
or the President.

                                ARTICLE V
                          CERTIFICATES OF STOCK

         Section 1. FORM. The shares of the Corporation shall be represented 
by certificates; PROVIDED, HOWEVER, the Board of Directors may provide by 
resolution or resolutions that some or all of any or all classes or series of 
the Corporation's stock shall be uncertificated shares.


                                -9-

<PAGE>


Each certificate for shares shall be consecutively numbered or otherwise 
identified. Certificates of stock in the Corporation, shall be signed by or 
in the name of the Corporation by the President or a Vice President and by 
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant 
Secretary of the Corporation. Where a certificate is countersigned by a 
transfer agent, other than the Corporation or an employee of the Corporation, 
or by a registrar, the signatures of one or more officers of the Corporation 
may be facsimiles. In case any officer, transfer agent or registrar who has 
signed or whose facsimile signature has been placed upon a certificate shall 
have ceased to be such officer, transfer agent or registrar before such 
certificate is issued, the certificate may be issued by the Corporation with 
the same effect as if such officer, transfer agent or registrar were such 
officer, transfer agent or registrar at the date of its issue.

         Section 2. TRANSFER. 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, assignment or authority to 
transfer, it shall be the duty of the Corporation, subject to any restriction 
imposed by law or by contract, to issue a new certificate of stock or 
uncertificated shares in place of any certificate therefor issued by the 
Corporation to the person entitled thereto, cancel the old certificate and 
record the transaction in its stock transfer books.

         Section 3. REPLACEMENT. In case of the loss, destruction, mutilation 
or theft of a certificate for any stock of the Corporation, a new certificate 
of stock or uncertificated shares in place of any certificate theretofore 
issued by the Corporation may be issued upon the surrender of the mutilated 
certificate or, in the case of loss, destruction or theft of a certificate, 
upon satisfactory proof of such loss, destruction or theft and upon such 
terms as the Board of Directors may prescribe. The Board of Directors may in 
its discretion require the owner of the lost, destroyed or stolen 
certificate, or his legal representative, to give the Corporation a bond, in 
such sum and in such form and with such surety or sureties as it may direct, 
to indemnify the Corporation against any claim that may be made against it 
with respect to the certificate alleged to have been lost, destroyed or 
stolen.


                                ARTICLE VI
        INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

         Section 1. THIRD PARTY ACTIONS. The Corporation shall indemnify any 
person who was or is 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, including all appeals (other than 
an action, suit or proceeding by or in the right of the Corporation) by 
reason of the fact that he is or was a director or officer, of the 
Corporation (and the Corporation, in the discretion of the Board of 
Directors, may so indemnify a person by reason of the fact that he is or was 
an employee or agent of the Corporation or is or was serving at the request 
of the Corporation in any other capacity for or on behalf of the 
Corporation), against expenses (including attorneys' fees), judgments, 
decrees, fines, penalties, and amounts paid in settlement actually and 
reasonably incurred by him in connection with such action, suit or proceeding 
if he acted in good faith and in a manner which he reasonably believed to be 
in or not opposed to the best interests of the Corporation and, with respect 
to any criminal action or proceeding, had no


                                       -10-

<PAGE>


reasonable cause to believe his conduct was unlawful; PROVIDED, HOWEVER, the 
Corporation shall be required to indemnify an officer or director in 
connection with an action, suit or proceeding initiated by such person only 
if such action, suit or proceeding was authorized by the Board of Directors. 
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 or in a manner which he reasonably believed to be in or not 
opposed to the best interests of the Corporation and, with respect to any 
criminal action or proceeding, had reasonable cause to believe that his 
conduct was unlawful.

         Section 2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The 
Corporation shall indemnify any person who was or is a party or is threatened 
to be made a party to any threatened, pending, or completed action or suit, 
including all appeals, by or in the right of the Corporation to procure a 
judgment in its favor by reason of the fact that he is or was a director or 
officer of the Corporation (and the Corporation, in the discretion of the 
Board of Directors, may so indemnify a person by reason of the fact that he 
is or was an employee or agent of the Corporation or is or was serving at the 
request of the Corporation in any other capacity for or on behalf of the 
Corporation), against expenses (including attorneys' fees) actually and 
reasonably incurred by him in connection with the defense or settlement of 
such action or suit if he acted in good faith and in a manner he reasonably 
believed to be in or not opposed to the best interests of the Corporation, 
except that no indemnification shall be made in respect of any claim, issue 
or matter as to which such person shall have been finally adjudged to be 
liable for negligence or misconduct in the performance of his duty to the 
Corporation unless and only to the extent that the court in which such action 
or suit was brought, or any other court of competent jurisdiction, 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 as such court shall deem 
proper. Notwithstanding the foregoing, the Corporation shall be required to 
indemnify an officer or director in connection with an action, suit or 
proceeding initiated by such person only if such action, suit or proceeding 
was authorized by the Board of Directors.

         Section 3. INDEMNITY IF SUCCESSFUL. To the extent that a director, 
officer, employee or agent of the Corporation has been successful on the 
merits or otherwise in defense of any action, suit or proceeding referred to 
in Section 1 or 2 of this Article, or in defense of any claim, issue or 
matter therein, he shall be indemnified against expenses (including 
attorneys' fees) actually and reasonably incurred by him in connection 
therewith.

         Section 4. STANDARD OF CONDUCT. Except in a situation governed by 
Section 3 of this Article, any indemnification under Section 1 or 2 of this 
Article (unless ordered by a court) shall be made by the Corporation only as 
authorized in the specific case upon a determination that indemnification of 
the director, officer, employee or agent is proper in the circumstances 
because he has met the applicable standard of conduct set forth in Section 1 
or 2, as applicable, of this Article. Such determination shall be made (i) by 
a majority vote of directors acting at a meeting at which a quorum consisting 
of directors who were not parties to such action, suit or proceeding is 
present, or (ii) if such a quorum is not obtainable, or even if obtainable, a 
quorum of


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<PAGE>


disinterested directors so directs, by independent legal counsel in a written 
opinion, or (iii) by the stockholders. The determination required by clauses 
(i) and (ii) of this Section 4 may in either event be made by written consent 
of the majority required by each clause.

         Section 5. EXPENSES. Expenses (including attorneys' fees) of each 
officer and director hereunder indemnified actually and reasonably incurred 
in defending any civil, criminal, administrative or investigative action, 
suit or proceeding or threat thereof 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 person to repay such amount 
if it shall ultimately be determined that he is not entitled to be 
indemnified by the Corporation as authorized in this Article. Such expenses 
(including attorneys' fees) incurred by employees and agents may be so paid 
upon the receipt of the aforesaid undertaking and such terms and conditions, 
if any, as the Board of Directors deems appropriate.

         Section 6. NONEXCLUSIVITY. The indemnification and advancement of 
expenses provided by, or granted pursuant to, other Sections of this Article 
shall not be deemed exclusive of any other rights to which those seeking 
indemnification or advancement of expenses may now or hereafter be entitled 
under any law, bylaw, agreement, vote of stockholders or disinterested 
directors or otherwise, both as to action in his official capacity and as to 
action in another capacity while holding such office.

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

         Section 8. DEFINITIONS. For purposes of this Article, 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 the power and authority to indemnify any or all of its directors,
officers, employees and agents, so that any person who was a director, officer,
employee or agent of such constituent corporation, or was serving at the request
of such constituent corporation in any other capacity, shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as such person would have had with respect to such
constituent corporation if its separate existence had continued as such
corporation was constituted immediately prior to such merger.

         For purposes of this Article, references to "other capacities" shall
include serving as a trustee or agent for any employee benefit plan; 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, officer, employee or


                                       -12-

<PAGE>


agent of the Corporation which imposes duties on, or involves services by 
such director, officer, employee, or agent with respect to an employee 
benefit plan, its participants, or beneficiaries. A person who acted in good 
faith and in a manner he or she reasonably believed to be in the best 
interests 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.

         Section 9. SEVERABILITY. If any provision hereof is invalid or 
unenforceable in any jurisdiction, the other provisions hereof shall remain 
in full force and effect in such jurisdiction, and the remaining provisions 
hereof shall be liberally construed to effectuate the provisions hereof, and 
the invalidity of any provision hereof in any jurisdiction shall not affect 
the validity or enforceability of such provision in any other jurisdiction.

         Section 10. AMENDMENT. The right to indemnification conferred by 
this Article shall be deemed to be a contract between the Corporation and 
each person referred to herein until amended or repealed, but no amendment to 
or repeal of these provisions shall apply to or have any effect on the right 
to indemnification of any person with respect to any liability or alleged 
liability of such person for or with respect to any act or omission of such 
person occurring prior to such amendment or repeal.


                                ARTICLE VII
                            GENERAL PROVISIONS

         Section 1. FISCAL YEAR. The fiscal year of the Corporation shall end 
on December 31 of each year unless otherwise fixed from time to time by 
resolution of the Board of Directors.

         Section 2. CORPORATION SEAL.  The corporate seal of the Corporation 
shall be inscribed with the name of the Corporation and the words "Corporate 
Seal" and "Delaware". The seal may be used by causing it or a facsimile 
thereof to be impressed or affixed or in any other manner reproduced.

         Section 3. NOTICES AND MAILING. Except as otherwise provided by 
Delaware Law, the Certificate of Incorporation or these Bylaws, all notices 
required to be given by any provision of these Bylaws shall be deemed to have 
been given (i) when received, if given in person, (ii) on the date of 
acknowledgment of receipt, if sent by telex, facsimile or other wire 
transmission, (iii) one day after delivery, properly addressed, to a 
reputable courier for same day or overnight delivery, or (iv) three days 
after being deposited, properly addressed, in the U.S. mail, certified or 
registered mail, postage prepaid.

         Section 4. WAIVER OF NOTICE. Whenever any notice is required to be 
given under the Delaware Law or the provisions of the Certificate of 
Incorporation or these Bylaws, a waiver thereof in writing, signed by the 
person or persons entitled to said notice, whether before or after the time 
stated therein, shall be deemed equivalent to notice.


                                       -13-

<PAGE>


        Section 5. INTERPRETATION. In these Bylaws, unless a clear contrary 
intention appears, the singular number includes the plural number and VICE 
VERSA, and reference to either gender includes the other gender.


                                ARTICLE VIII
                                 AMENDMENTS

         These Bylaws may be altered, amended or repealed or new Bylaws may 
be adopted by the Board of Directors. The fact that the power to amend, 
alter, repeal or adopt the Bylaws has been conferred upon the Board of 
Directors shall not divest the stockholders of the same powers.









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