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                                                                     EXHIBIT 3.3

                               CORPORATE BYLAWS OF

                           ETC TRANSACTION CORPORATION

                            (a Delaware corporation)

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I. ....................................................................1
        NAME AND OFFICES ......................................................1
                1.1      Name .................................................1
                1.2      Registered Office and Agent ..........................1
                         (a)      Registered Office ...........................1
                         (b)      Registered Agent ............................1
                         (c)      Change Registered Office or Agent ...........1
                1.3      Other Offices ........................................1

ARTICLE II. ...................................................................2
        STOCKHOLDERS ..........................................................2
                2.1      Place of Meetings ....................................2
                2.2      Annual Meetings ......................................2
                2.3      Special Meetings .....................................2
                2.4      Notice ...............................................2
                2.5      Voting List ..........................................2
                2.7      Requisite Vote .......................................3
                2.8      Withdrawal of Quorum .................................3
                2.9      Voting at Meeting ....................................3
                         (a)      Voting Power ................................3
                         (b)      Exercise of Voting Power; Proxies ...........3
                         (c)      Election of Directors .......................4
                2.10     Record Date for Meetings; Closing Transfer Records ...4
                2.11     No Action Without Meetings. ..........................4
                2.12     No Preemptive Rights .................................4

ARTICLE III. ..................................................................5
        DIRECTORS .............................................................5
                3.1      Management Powers. ...................................5
                3.2      Number and Qualification .............................5
                3.3      Election and Term, Chairman ..........................5
                3.4      Voting on Directors ..................................5
                3.5      Vacancies ............................................5
                3.6      New Directorships ....................................6
                3.7      Removal ..............................................6
                3.8      Meetings .............................................6
                         (a)      Place .......................................6
                         (b)      Annual Meeting ..............................6

                                      (ii)

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                         (c)      Regular Meetings ............................6
                         (d)      Special Meetings ............................6
                         (e)      Notice and Waiver of Notice .................6
                         (f)      Quorum ......................................7
                         (g)      Requisite Vote ..............................7
                3.9      Action Without Meetings ..............................7
                3.10     Committees ...........................................7
                         (a)      Designation and Appointment .................7
                         (b)      Members: Alternate Members; Terms ...........7
                         (c)      Authority ...................................7
                         (d)      Records .....................................8
                         (e)      Change in Number ............................8
                         (f)      Vacancies ...................................8
                         (g)      Removal .....................................8
                         (h)      Meetings ....................................8
                         (i)      Quorum; Requisite Vote ......................8
                         (j)      Compensation ................................8
                         (k)      Action Without Meetings .....................8
                         (l)      Responsibility ..............................8
                3.11     Compensation .........................................9
                3.12     Maintenance of Records ...............................9
                3.13     Interested Directors and Officers ....................9

ARTICLE IV. ...................................................................9
        NOTICES ...............................................................9
                4.1      Method of Notice .....................................9
                4.2      Waiver ..............................................10

ARTICLE V. ...................................................................10
        OFFICERS AND AGENTS ..................................................10
                5.1      Designation .........................................10
                5.2      Election of Officers ................................10
                5.3      Qualifications ......................................10
                5.4      Term of Office ......................................10
                5.5      Authority ...........................................10
                5.6      Removal .............................................11
                5.7      Vacancies ...........................................11
                5.8      Compensation ........................................11
                5.9      Chief Executive Officer .............................11
                5.10     President ...........................................11
                5.11     Vice Presidents .....................................11
                5.12     Secretary ...........................................11
                5.13     Assistant Secretaries ...............................12

                                      (iii)

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                5.14     Treasurer ...........................................12
                5.15     Assistant Treasurers ................................12

ARTICLE VI. ..................................................................12
        INDEMNIFICATION ......................................................12
                6.1      Indemnification .....................................12
                6.2      Determination of Indemnification ....................13
                6.3      Advance of Expenses .................................13
                6.4      Nature of Indemnification ...........................14
                6.5      Insurance ...........................................14
                6.6      Notice ..............................................14

ARTICLE VII. .................................................................14
        STOCK CERTIFICATES AND TRANSFER REGULATIONS ..........................14
                7.1      Description of Certificates .........................14
                7.2      Delivery ............................................14
                7.3      Signatures ..........................................15
                7.4      Issuance of Certificates ............................15
                7.5      Payment for Shares ..................................15
                         (a)      Consideration ..............................15
                         (b)      Valuation ..................................15
                         (c)      Effect .....................................15
                         (d)      Allocation of Consideration ................15
                7.6      Closing of Transfer Records; Record Date for Action
                           With Meetings .....................................15
                7.7      Registered Owners ...................................16
                7.8      Lost, Stolen or Destroyed Certificates ..............16
                         (a)      Proof of Loss ..............................16
                         (b)      Timely Request .............................16
                         (c)      Bond .......................................17
                         (d)      Other Requirements .........................17
                7.9      Registration of Transfers ...........................17
                         (a)      Endorsement ................................17
                         (b)      Guaranty and Effectiveness of Signature ....17
                         (c)      Adverse Claims .............................17
                         (d)      Collection of Taxes. .......................17
                         (e)      Additional Requirements ....................17
                7.10     Restrictions on Transfer and Legends on
                           Certificates. .....................................18
                         (a)      Shares in Classes or Series ................18
                         (b)      Restriction on Transfer ....................18
                         (c)      Preemptive Rights ..........................18
                         (d)      Unregistered Securities ....................18

                                      (iv)

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ARTICLE VIII. ................................................................19
        GENERAL PROVISIONS ...................................................19
                8.1      Distributions .......................................19
                         (a)      Declaration and Payment ....................19
                         (b)      Record Date ................................19
                8.2      Reserves ............................................19
                8.3      Books and Records ...................................20
                8.4      Annual Statement ....................................20
                8.5      Contracts and Negotiable Instruments ................20
                8.6      Fiscal Year .........................................20
                8.7      Corporate Seal ......................................20
                8.8      Resignations ........................................20
                8.9      Amendment of Bylaws .................................21
                8.10     Construction ........................................21
                8.11     Table of Contents; Captions .........................21

                                       (v)

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                                     BYLAWS

                                       OF

                           ETC TRANSACTION CORPORATION
                            (a Delaware Corporation)

                                   ARTICLE I.

                                NAME AND OFFICES

     1.1  Name. The name of the Corporation is ETC Transaction Corporation,
          ----
hereinafter referred to as the "Corporation."

     1.2  Registered Office and Agent. The Corporation shall establish,
          ---------------------------
designate and continuously maintain a registered office and agent in the State
of Delaware, subject to the following provisions:

          (a) Registered Office. The Corporation shall establish and
              -----------------
     continuously maintain in the State of Delaware a registered office which
     may be, but need not be, the same as its place of business.

          (b) Registered Agent. The Corporation shall designate and continuously
              ----------------
     maintain in the State of Delaware a registered agent, which agent may be
     either an individual resident of the State of Delaware whose business
     office is identical with such registered office, or a domestic corporation
     or a foreign corporation authorized to transact business in the State of
     Delaware, having a business office identical with such registered office.

          (c) Change Registered Office or Agent. The Corporation may, by
              ---------------------------------
     resolution of its Board of Directors, change its registered office or
     change its registered agent, or both, upon the filing in the Office of the
     Secretary of State of Delaware of a statement setting forth the facts
     required by law, and executed for the Corporation by its President or a
     Vice President. A certified copy of the certificate certifying the change
     shall be recorded in the office of the recorder for the county in which the
     new office is located.

     1.3  Other Offices. The Corporation may also have offices at such other
          -------------
places within and without the State of Delaware as the Board of Directors may,
from time to time, determine the business of the Corporation may require.

BYLAWS - Page 1

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                                   ARTICLE II.

                                  STOCKHOLDERS

     2.1  Place of Meetings. Each meeting of the stockholders of the Corporation
          -----------------
is to be held at the principal offices of the Corporation or at such other
place, either within or without the State of Delaware, as may be specified in
the notice of the meeting or in a duly executed waiver of notice thereof.

     2.2  Annual Meetings. The annual meeting of the stockholders for the
          ---------------
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held within one hundred twenty (120)
days after the close of the fiscal year of the Corporation on a .day during such
period to be selected by the Board of Directors; provided, however, that the
failure to hold the annual meeting within the designated period of time or on
the designated date shall not work a forfeiture or dissolution of the
Corporation.

     2.3  Special Meetings. Special meetings of the stockholders, for any
          ----------------
purpose or purposes, may be called by the Chairman of the Board or the
President. Special meetings of the stockholders shall be called by the President
or Secretary at the request in writing of a majority of the Board of Directors,
or at the request in writing of stockholders owning ten percent (10%) of the
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting and the
business to be transacted at any such special meeting of stockholders, and shall
be limited to the purposes stated in the notice therefor.

     2.4  Notice. Written or printed notice of the meeting stating the place,
          ------
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten (10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board or
the President, the Secretary or a majority of the members of the Board of
Directors calling the meeting, to each stockholder entitled to vote at such
meeting as determined in accordance with the provisions of Section 2.10 hereof.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States Mail, with postage thereon prepaid, addressed to the stockholder
entitled thereto at his address as it appears on the stock transfer records of
the Corporation.

     2.5  Voting List. The officer or agent having charge and custody of the
          -----------
stock transfer records of the Corporation, shall prepare, at least ten (10) days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, arranged in alphabetical order and containing
the address and number of voting shares held by each, which list shall be kept
on file at the registered office or principal place of business of the
Corporation for a period of not less than ten (10) days prior to such meeting
and shall be subject to inspection by any stockholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any stockholder
during the entire time of the meeting. The original stock ledger or transfer
book, or a duplicate thereof, shall be evidence as to the

BYLAWS - Page 2

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identity of the stockholders entitled to examine such list or stock ledger or
transfer book and to vote at any such meeting of the stockholders.

     2.6  Quorum. The holders of a majority of the shares of the capital stock
          -------
issued and outstanding and entitled to vote thereat, represented in person or by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation or by these Bylaws. The
stockholders represented in person or by proxy at a meeting of the stockholders
at which a quorum is not present may adjourn the meeting until such time and to
such place as may be determined by a vote of the holders of a majority of the
shares represented in person or by proxy at that meeting. 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 meeting as originally
notified.

     2.7  Requisite Vote. If a quorum is present at any meeting, the vote of the
          --------------
holders of a majority of the shares of capital stock having voting power,
present in person or represented by proxy, shall determine any question brought
before such meeting, unless the question is one upon which, by express provision
of the Certificate of Incorporation or of these Bylaws, a different vote shall
be required or permitted, in which case such express provision shall govern and
control the determination of such question.

     2.8  Withdrawal of Quorum. If a quorum is present at the time of
          --------------------
commencement of any meeting, the stockholders present at such duly convened
meeting may continue to transact any business which may properly come before
said meeting until adjournment thereof, notwithstanding the withdrawal from such
meeting of sufficient holders of the shares of capital stock entitled to vote
thereat to leave less than a quorum remaining.

     2.9  Voting at Meeting. Voting at meetings of stockholders shall be
          -----------------
conducted and exercised subject to the following procedures and regulations:

          (a) Voting Power. In the exercise of voting power with respect to each
              ------------
     matter properly submitted to a vote at any meeting of stockholders, each
     stockholder of the capital stock of the Corporation having voting power
     shall be entitled to one (1) vote for each such share held in his name on
     the records of the Corporation, except to the extent otherwise specified by
     the Certificate of Incorporation.

          (b) Exercise of Voting Power; Proxies. At any meeting of the
              ---------------------------------
     stockholders, every holder of the shares of capital stock of the
     Corporation entitled to vote at such meeting may vote either in person, or
     by proxy executed in writing by such stockholder. A telegram, telex,
     cablegram, or similar transmission by a stockholder, or a photographic,
     photostatic, facsimile, or similar reproduction of a writing executed by a
     stockholder, shall be treated as an execution in writing. No proxy shall be
     valid after the expiration of eleven (11) months from the date of its
     execution, unless otherwise stated therein. A proxy shall be revocable
     unless expressly designated therein as irrevocable and coupled with an
     interest. Proxies

BYLAWS - Page 3

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     coupled with an interest include the appointment as proxy of: (a) a
     pledgee; (b) a person who purchased or agreed to purchase or owns or holds
     an option to purchase the shares voted; (c) a creditor of the Corporation
     who extended its credit under terms requiring the appointment; (d) an
     employee of the Corporation whose employment contract requires the
     appointment; or (e) a party to a voting agreement created under Section 218
     of the General Corporation Law of Delaware, as amended. Each proxy shall be
     filed with the Secretary of the Corporation prior to or at the time of the
     meeting. Voting for directors shall be in accordance with the provisions of
     paragraph (c) below of this Section 2.9. Any vote may be taken by voice
     vote or by show of hands unless someone entitled to vote at the meeting
     objects, in which case written ballots shall be used.

          (c) Election of Directors. In all elections of Directors cumulative
              ---------------------
     voting shall be prohibited.

     2.10 Record Date for Meetings; Closing Transfer Records. As more
          --------------------------------------------------
specifically provided in Article 7, Section 7.6 hereof, the Board of Directors
may fix in advance a record date for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, such record date
to be not less than ten (10) nor more than sixty (60) days prior to such
meeting, or the Board of Directors may close the stock transfer records for such
purpose for a period of not less than ten (10) nor more than sixty (60) days
prior to such meeting. In the absence of any action by the Board of Directors,
the date upon which the notice of the meeting is mailed shall be deemed the
record date.

     2.11 No Action Without Meetings. No written consent of the stockholders may
          --------------------------
be used in lieu of any meeting of the stockholders.

     2.12 No Preemptive Rights. Unless otherwise determined by the Board of
          --------------------
Directors in the manner provided under the General Corporation Law of Delaware,
as amended, no holder of shares of capital stock of the Corporation shall, as
such holder, have any right to purchase or subscribe for any capital stock of
any class which the Corporation may issue or sell, whether or not exchangeable
for any capital stock of the Corporation of any class or classes, whether issued
out of unissued shares authorized by the Certificate of Incorporation, as
amended, or out of shares of capital stock of the Corporation acquired by it
after the issue thereof; nor, unless otherwise determined by the Board of
Directors in the manner provided under the General Corporation Law of Delaware,
as amended, shall any holder of shares of capital stock of the Corporation, as
such holder, have any right to purchase, acquire or subscribe for any securities
which the Corporation may issue or sell whether or not convertible into or
exchangeable for shares of capital stock of the Corporation of any class or
classes, and whether or not any such securities have attached or appurtenant
thereto warrants, options or other instruments which entitle the holders thereof
to purchase, acquire or subscribe for shares of capital stock of any class or
classes.

BYLAWS - Page 4

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                                  ARTICLE III.

                                    DIRECTORS

     3.1  Management Powers. The powers of the Corporation shall be exercised by
          -----------------
or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of, its Board of Directors which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

     3.2 Number and Qualification. The Board of Directors shall consist of three
         ------------------------
(3) or more members; provided, however, the initial Board of Directors shall
consist of six (6) members. Directors need not be residents of the State of
Delaware nor stockholders of the Corporation. Each Director shall qualify as a
Director following election as such by agreeing to act or acting in such
capacity. The number of Directors may be increased or decreased from time to
time by amendment of these Bylaws; however, any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority of
the shares then entitled to vote at an election of directors.

     3.3  Election and Term, Chairman.
          ---------------------------

          (a) Members of the Board of Directors shall hold office until the
     annual meeting of stockholders and until their successors shall have been
     elected and qualified. At the annual meeting of the stockholders, the
     stockholders entitled to vote in an election of Directors shall elect
     Directors to hold office until the next succeeding annual meeting. Each
     Director shall hold office for the term for which he is elected, and until
     his successor shall be elected and qualified or until his death,
     resignation or removal, if earlier.

          (b) A Chairman of the Board may be elected and removed upon a majority
     vote of the members of the Board then in office, though less than a quorum,
     He shall have the power to call special meetings of the stockholders and of
     the Directors for any purpose or purposes, and he shall preside at all
     meetings of the stockholders and of the Board of Directors, unless he shall
     be absent or unless he shall, at his election, designate the President to
     preside in his stead.

     3.4  Voting on Directors. Directors shall be elected by the vote of the
          -------------------
holders of a plurality of the shares entitled to vote in the election of
Directors and represented in person or by proxy at a meeting of stockholders at
which a quorum is present. Cumulative voting in the election of Directors is
expressly prohibited.

     3.5  Vacancies. Any vacancy occurring in the Board of Directors may be
          ---------
filled by the affirmative vote of a majority of the remaining Directors then in
office, though less than a quorum of the Board of Directors. For purposes of
these Bylaws, a "vacancy" shall be defined as an unfilled


BYLAWS - Page 5

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directorship arising by virtue of the death, resignation or removal of a
Director theretofore duly elected to serve in such capacity in accordance with
the relevant provisions of these Bylaws. A Director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in
office.

     3.6  New Directorships. Any directorship to be filled by reason of an
          -----------------
increase in the number of Directors actually serving as such may be filled by
the affirmative vote of a majority of the Directors then in office, though less
than a quorum of the Board of Directors, for a term of office continuing only
until the next election of one or more Directors by the stockholders.

     3.7  Removal. Any Director may be removed either for or without cause at
          -------
any duly convened special or annual meeting of stockholders, by the affirmative
vote of a majority in number of shares of the stockholders present in person or
by proxy at any meeting and entitled to vote for the election of such Director.

     3.8  Meetings. The meetings of the Board of Directors shall be held and
          --------
conducted subject to the following regulations:

          (a) Place. Meetings of the Board of Directors of the Corporation,
              -----
     annual, regular or special, are to be held at the principal office or place
     of business of the Corporation, or such other place, either within or
     without the State of Delaware, as may be specified in the respective
     notices, or waivers of notice, thereof.

          (b) Annual Meeting. The Board of Directors shall meet each year
              --------------
     immediately after the annual meeting of the stockholders, at the place
     where such meeting of the stockholders has been held (either within or
     without the State of Delaware), for the purpose of organization, election
     of officers, and consideration of any other business that may properly be
     brought before the meeting. No notice of any kind to either old or new
     members of the Board of Directors for such annual meeting shall be
     required.

          (c) Regular Meetings. Regular meetings of the Board of Directors may
              ----------------
     be held without notice at such time and at such place or places as shall
     from time to time be determined and designated by the Board.

          (d) Special Meetings. Special meetings of the Board of Directors may
              ----------------
     be called by the Chairman of the Board or the President of the Corporation
     on notice of two (2) days to each Director either personally or by mail or
     by telegram; special meetings shall be called by the Chairman of the Board
     or the President or Secretary in like manner and on like notice on the
     written request of two (2) Directors.

          (e) Notice and Waiver of Notice. Attendance of a Director at any
              ---------------------------
     meeting shall constitute a waiver of notice of such meeting, except where a
     Director attends for the express purpose of objecting to the transaction of
     any business because the meeting is not lawfully

BYLAWS - Page 6

<PAGE>

     called or convened. Neither the business to be transacted at, nor the
     purpose of, any regular meeting of the Board of Directors need be specified
     in the notice or waiver of notice of such meeting.

          (f) Quorum. At all meetings of the Board of Directors, a majority of
              ------
     the number of Directors fixed by these Bylaws shall constitute a quorum for
     the transaction of business, unless a greater number is required by law or
     by the Certificate of Incorporation. If a quorum shall not be present at
     any meeting 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.

          (g) Requisite Vote. In the exercise of voting power with respect to
              --------------
     each matter properly submitted to a vote at any meeting of the Board of
     Directors, each Director present at such meeting shall have one (1) vote.
     The act of a majority of the Directors present at any meeting at which a
     quorum is present shall be the act of the Board of Directors.

     3.9  Action Without Meetings. Unless otherwise restricted by the
          -----------------------
Certificate of Incorporation or these Bylaws, any action required or permitted
by law to be taken at any meetings of the Board of Directors, or any committee
thereof, may be taken without a meeting, if all members of the Board of
Directors, or any committee thereof, consent thereto in writing, and such
written consent is filed in the minutes or proceedings of the Board of Directors
or committee.

     3.10 Committees. Committees designated and appointed by the Board of
          ----------
Directors shall function subject to and in accordance with the following
regulations and procedures:

          (a) Designation and Appointment. The Board of Directors may, by
              ---------------------------
     resolution adopted by a majority of the entire Board, designate and appoint
     one or more committees under such name or names and for such purpose or
     function as may be deemed appropriate.

          (b) Members: Alternate Members; Terms. Each Committee thus designated
              ---------------------------------
     and appointed shall consist of one or more of the Directors of the
     Corporation, one of whom, in the case of the Executive Committee, shall be
     the President. The Board of Directors may designate one or more of its
     members as alternate members of any committee, who may, subject to any
     limitations imposed by the entire Board, replace absent or disqualified
     members at any meeting of that committee. The members or alternate members
     of any such committee shall serve at the pleasure of and subject to the
     discretion of the Board of Directors.

          (c) Authority. Each Committee, to the extent provided in the
              ---------
     resolution of the Board creating same, shall have and may exercise such of
     the powers and authority of the Board of Directors in the management of the
     business and affairs of the Corporation as the Board of Directors may
     direct and delegate, except, however, those matters which are required by
     statute to be reserved unto or acted upon by the entire Board of Directors.

BYLAWS - Page 7

<PAGE>

          (d) Records. Each such Committee shall keep and maintain regular
              -------
     records or minutes of its meetings and report the same to the Board of
     Directors when required.

          (e) Change in Number. The number of members or alternate members of
              ----------------
     any Committee appointed by the Board of Directors, as herein provided, may
     be increased or decreased from time to time by appropriate resolution
     adopted by a majority of the entire Board of Directors.

          (f) Vacancies. Vacancies in the membership of any committee designated
              ----------
     and appointed hereunder shall be filled by the Board of Directors, at a
     regular or special meeting of the Board of Directors, in a manner
     consistent with the provisions of this Section 3.10.

          (g) Removal. Any member or alternate member of any committee appointed
              -------
     hereunder may be removed by the Board of Directors by the affirmative vote
     of a majority of the entire Board, whenever in its judgment the best
     interests of the Corporation will be served thereby.

          (h) Meetings. The time, place and notice (if any) of committee
              --------
     meetings shall be determined by the members of such committee.

          (i) Quorum; Requisite Vote. At meetings of any committee appointed
              ----------------------
     hereunder, a majority of the number of members designated by the Board of
     Directors shall constitute a quorum for the transaction of business. The
     act of a majority of the members and alternate members of the committee
     present at any meeting at which a quorum is present shall be the act of
     such committee, except as otherwise specifically provided by statute or by
     the Certificate of Incorporation or by these Bylaws. If a quorum is not
     present at a meeting of such committee, the members of such committee
     present may adjourn the meeting from time to time, without notice other
     than an announcement at the meeting, until a quorum is present.

          (j) Compensation. Appropriate compensation for members and alternate
              ------------
     members of any committee appointed pursuant to the authority hereof may be
     authorized by the action of a majority of the entire Board of Directors
     pursuant to the provisions of Section 3.11 hereof.

          (k) Action Without Meetings. Any action required or permitted to be
              -----------------------
     taken at a meeting of any committee may be taken without a meeting if a
     consent in writing, setting forth the action so taken, is signed by all
     members of such committee. Such consent shall have the same force and
     effect as a unanimous vote at a meeting. The signed consent, or a signed
     copy, shall become a part of the record of such committee.

          (l) Responsibility. Notwithstanding any provision to the contrary
              --------------
     herein, the designation and appointment of a committee and the delegation
     of authority to it shall not

BYLAWS - Page 8

<PAGE>

     operate to relieve the Board of Directors, or any member or alternate
     member thereof, of any responsibility imposed upon it or him by law.

     3.11 Compensation. By appropriate resolution of the Board of Directors, the
          ------------
Directors may be reimbursed for their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum (as determined
from time to time by the vote of a majority of the Directors then in office) for
attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
Corporation in another capacity and receiving compensation therefor. Members of
special or standing committees may, by appropriate resolution of the Board of
Directors, be allowed similar reimbursement of expenses and compensation for
attending committee meetings.

     3.12 Maintenance of Records. The Directors may keep the books and records
          ----------------------
of the Corporation, except such as are required by law to be kept within the
State, outside the State of Delaware or at such place or places as they may,
from time to time, determine.

     3.13 Interested Directors and Officers. No contract or other 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,
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because of the presence or participation of such Director
or officer at the meeting of the Board of Directors of the Corporation or a
committee thereof, which authorizes such contract or transaction, or solely
because his or their votes are counted for such purpose, if (a) the material
facts of such relationship or interest shall be disclosed or known to the Board
of Directors and the Board of Directors shall, nevertheless in good faith,
authorize, approve and ratify such contract or transaction by a vote of a
majority of the Directors present, such interested Director or Directors to be
counted in determining whether a quorum is present, but not to be counted in
calculating the majority of such quorum necessary to carry such vote; (b) the
material facts of such relationship or interest 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 the vote of the stockholders; or (c) the contract or transaction is fair to
the Corporation as of the time it is authorized, approved or ratified by the
Board of Directors, a committee thereof or the stockholders. The provisions of
this Section shall not be construed to invalidate any contract or other
transaction which would otherwise be valid under the common and statutory law
applicable thereto.

                                   ARTICLE IV.

                                     NOTICES

     4.1  Method of Notice. Whenever under the provisions of the General
          ----------------
Corporation Law of Delaware or of the Certificate of Incorporation or of these
Bylaws, notice is required to be given to any Director or stockholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such Director or stockholder, at his address as
it appears on

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<PAGE>

the records of the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States Mail.

     4.2  Waiver. Whenever any notice whatsoever is required to be given under
          ------
the provisions of the General Corporation Law of Delaware or under the
provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof
in writing signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice. Attendance by such person or persons, whether in person
or by proxy, at any meeting requiring notice shall constitute a waiver of notice
of such meeting, except as provided in Section 3.8(e) hereof.

                                   ARTICLE V.

                               OFFICERS AND AGENTS

     5.1  Designation. The officers of the Corporation shall be chosen by the
          -----------
Board of Directors and shall consist of the offices of:

          (a) President and Secretary; and

          (b) Such other offices and officers (including Chief Executive Officer
     and one or more Vice Presidents and a Treasurer) and assistant officers and
     agents as the Board of Directors shall deem necessary.

     5.2  Election of Officers. Each officer designated in Section 5.1 (a)
          --------------------
hereof shall be elected by the Board of Directors on the expiration of the term
of office of such officer, as herein provided, or whenever a vacancy exists in
such office. Each officer or agent designated in Section 5.1 (b) above may be
elected by the Board at any meeting.

     5.3  Qualifications. No officer or agent need be a stockholder of the
          --------------
Corporation or a resident of Delaware. No officer or agent is required to be a
Director Any two or more offices may be held by the same person.

     5.4  Term of Office. Unless otherwise specified by the Board of Directors
          --------------
at the time of election or appointment, or by the express provisions of an
employment contract approved by the Board, the term of office of each officer
and each agent shall expire on the date of the first meeting of Directors next
following the annual meeting of stockholders each year. Each such officer or
agent shall serve until the expiration of the term of his office or, if earlier,
his death, resignation or removal.

     5.5  Authority. Officers and agents shall have such authority and perform
          ---------
such duties in the management of the Corporation as are provided in these Bylaws
or as may be determined by resolution of the Board of Directors not inconsistent
with these Bylaws.

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<PAGE>

     5.6  Removal. Any officer or agent elected or appointed by the Board of
          -------
Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the Corporation will be served thereby. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

     5.7  Vacancies. Any vacancy occurring in any office of the Corporation (by
          ---------
death, resignation, removal or otherwise) shall be filled by the Board of
Directors.

     5.8  Compensation. The compensation of all officers and agents of the
          ------------
Corporation shall be fixed from time to time by the Board of Directors.

     5.9  Chief Executive Officer. The Chief Executive Officer, if one shall be
          -----------------------
appointed, shall have such authority as shall be established by the Board of
Directors, which may include some or all the authority of the President. If a
Chief Executive Officer shall be appointed, the office of President shall,
unless otherwise specified by the Board of Directors, report to the Chief
Executive Officer.

     5.10 President. The President shall be the chief executive officer of the
          ---------
Corporation; shall preside at all meetings of the stockholders and the Board of
Directors; shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the Corporation, except
where required or permitted by law to be otherwise executed and except where the
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation. The President shall perform such
other duties and possess such other authority and powers as the Board of
Directors may from time to time prescribe.

     5.11 Vice Presidents. The Vice President, or if there shall be more than
          ---------------
one, the Vice Presidents in the order determined by a majority vote of the Board
of Directors, shall, in the prolonged absence or disability of the President
perform the duties and exercise the powers of the President and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe or the chief executive officer may from time to time
delegate.

     5.12 Secretary. The Secretary may attend all meetings of the Board of
          ---------
Directors and shall attend all meetings of the stockholders of the Corporation
and record all proceedings of the meetings of the Corporation and of the Board
of Directors in a book to be maintained for that purpose and shall perform like
duties for the standing committees when required. The Secretary shall give, or
cause to be given, notice of all meetings of 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, the Chairman of the Board, or the
President. He shall have custody of the corporate seal of the Corporation, and
he, or an Assistant Secretary, shall have authority to affix the same to any

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<PAGE>

instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.

     5.13 Assistant Secretaries. The Assistant Secretary, or if there be more
          ---------------------
than one, the Assistant Secretaries in the order determined by the Board of
Directors, shall in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe or the chief executive officer may from time to time delegate.

     5.14 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 President and the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as Treasurer
and of the financial condition of the Corporation. If required by the Board of
Directors, he 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 office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money, and other property of whatever
kind in his possession or under his control owned by the Corporation. The
Treasurer shall perform such other duties and have such other authority and
powers as the Board of Directors may from time to time prescribe or as the chief
executive officer may from time to time delegate.

     5.15 Assistant Treasurers. The Assistant Treasurer, or, if there shall be
          --------------------
more than one, the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe or as the chief executive officer may from time to time delegate.

                                   ARTICLE VI.

                                 INDEMNIFICATION

     6.1  Indemnification. Each person who was or is made 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, by
reason of the fact that such individual is or was a Director, officer, employee
or agent of the Corporation, or while a Director, officer, employee or agent of
the Corporation is or was serving at the request of the Corporation as a
director, officer, partner, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, may be indemnified and
held harmless by the Corporation from and against any judgments, expenses, fines

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<PAGE>

and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if it is determined that he
acted in good faith and reasonably believed (i) in the case of conduct in his
official capacity on behalf of the Corporation that his conduct was in the
Corporation's best interests, (ii) in all other cases, that his conduct was not
opposed to the best interests of the Corporation, and (iii) with respect to any
criminal action or proceeding, that he had no reasonable cause to believe his
conduct was unlawful; provided, however, that in the event a determination is
made that such person is liable to the Corporation or is found liable on the
basis that personal benefit was improperly received by such person, no
indemnification shall be made in respect of any claim, issue or matter 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. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. A person shall be
deemed to have been found liable in respect of any claim, issue or matter only
after the person shall have been so adjudged by a court of competent
jurisdiction after exhaustion of all appeals therefrom.

     6.2  Determination of Indemnification. Any indemnification under the
          --------------------------------
foregoing Section 6.1 (unless ordered by a court of competent jurisdiction)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of such person is proper in the circumstances
by virtue of the fact that it shall have been determined that such person has
met the applicable standard of conduct. Such determination shall be made (1) by
a majority vote of the Directors who at the time of the vote are not named
defendants or respondents in the action, suit or proceeding even though less
than a quorum; (2) by independent legal counsel (in a written opinion) if there
are no such Directors, or if such Directors so direct; or (3) by the
stockholders of the Corporation in a vote that excludes the shares held by
Directors who are named defendants or respondents in the Proceeding.

     6.3  Advance of Expenses. Reasonable expenses, including court costs and
          -------------------
attorneys' fees, incurred by a person who was or is named as a defendant or
respondent in any civil, criminal, administrative or investigative proceeding,
by reason of the fact that such individual is or was a Director or officer of
the Corporation, shall be paid by the Corporation at reasonable intervals 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 the amount paid or
reimbursed by the Corporation if it is ultimately determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article 6.
Such expenses incurred by other employees or agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate. Such
written undertaking shall be an unlimited obligation of such person and it may
be accepted without reference to financial ability to make repayment.

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<PAGE>

     6.4  Nature of Indemnification. The indemnification and advancement of
          -------------------------
expenses provided hereunder shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under the Certificate of Incorporation, these Bylaws, any agreement, vote of
stockholders or disinterested Directors or otherwise, both as to actions taken
in an official capacity and as to actions taken in any other capacity while
holding such office, shall continue as to a person who has ceased to be a
Director, officer, employee or agent of the Corporation and shall inure to the
benefit of the heirs, executors and administrators of such person.

     6.5  Insurance. The Corporation shall have the power and authority to
          ---------
purchase and maintain insurance or another arrangement on behalf of any person
who is or was a Director, officer, employee or agent of the Corporation, or who
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise against any liability, claim, damage, loss or
risk asserted against such person and incurred by such person in any such
capacity or arising out of the status of such person as such, irrespective of
whether the Corporation would have the power to indemnify and hold such person
harmless against such liability under the provisions hereof.

     6.6  Notice. Any indemnification or advance of expenses to a present or
          ------
former director of the Corporation in accordance with this Article 6 shall be
reported in writing to the stockholders of the Corporation with or before the
notice or waiver of notice of the next stockholders' meeting or with or before
the next submission of a consent to action without a meeting and, in any case,
within the next twelve month period immediately following the indemnification or
advance.

                                  ARTICLE VII.

                   STOCK CERTIFICATES AND TRANSFER REGULATIONS

     7.1  Description of Certificates. The shares of the capital stock of the
          ---------------------------
Corporation shall be represented by certificates in the form approved by the
Board of Directors and signed in the name of the Corporation by the President or
a Vice President and the Secretary or an Assistant Secretary of the Corporation,
and sealed with the seal of the Corporation or a facsimile thereof. Each
certificate shall state on the face thereof the name of the holder, the number
and class of shares and the designation of the series, if any, which such
certificate represents, the par value of shares covered thereby or a statement
that such shares are without par value, and such other matters as are required
by law. At such time as the Corporation may be authorized to issue shares of
more than one class or any class in series, every certificate shall set forth
upon the face or back of such certificate a statement of the designations,
preferences, limitations and relative rights of the shares of each class or
series authorized to be issued, as required by the laws of the State of
Delaware.

     7.2  Delivery. Every holder of the capital stock in the Corporation shall
          --------
be entitled to have a certificate signed in the name of the Corporation by the
President or a Vice President and the

BYLAWS - Page 14

<PAGE>

Secretary or an Assistant Secretary of the Corporation, certifying the class of
capital stock and the number of shares represented thereby as owned or held by
such stockholder in the Corporation.

     7.3  Signatures. The signatures of the President, Vice President, Secretary
          ----------
or Assistant Secretary upon a certificate may be facsimiles. In case any officer
or officers who have signed, or whose facsimile signature or signatures have
been placed upon any such certificate or certificates, shall cease to serve as
such officer or officers of the Corporation, transfer agent or registrar,
whether because of death, resignation, removal or otherwise, before such
certificate or certificates are issued and delivered by the Corporation, such
certificate or certificates may be issued and delivered with the same effect as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures have been used thereon had not ceased to
serve as such officer or officers of the Corporation.

     7.4  Issuance of Certificates. Certificates evidencing shares of its
          ------------------------
capital stock (both treasury and authorized but unissued) may be issued for such
consideration (except for shares of stock with par value which may be issued for
such consideration not less than par value thereof), and to such persons as the
Board of Directors may determine from time to time. Shares shall not be issued
until the full amount of the consideration, fixed as provided by law, has been
paid.

     7.5  Payment for Shares. Consideration for the issuance of shares shall be
          ------------------
paid, valued and allocated as follows:

          (a) Consideration. The consideration for the issuance of shares shall
              -------------
     consist of money paid, labor done (including services actually performed
     for the Corporation), or property (tangible or intangible) actually
     received. Neither promissory notes nor the promise of future services shall
     constitute payment of consideration for shares.

          (b) Valuation. In the absence of fraud in the transaction, the
              ---------
     determination of the Board of Directors as to the value of consideration
     received shall be conclusive.

          (c) Effect. When consideration, fixed as provided by law, has been
              ------
     paid, the shares shall be deemed to have been issued and shall be
     considered fully paid and nonassessable.

          (d) Allocation of Consideration. The consideration received for shares
              ---------------------------
     shall be allocated by the Board of Directors, in accordance with law,
     between the stated capital and capital surplus accounts.

          7.6 Closing of Transfer Records; Record Date for Action With Meetings.
              -----------------------------------------------------------------
For the purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders, or any adjournment thereof, or entitled to receive
a distribution by the Corporation (other than a distribution involving a
purchase or redemption by the Corporation of any of its own shares) or a share
dividend, or in order to make a determination of stockholders for any other
proper purpose

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<PAGE>

(other than determining stockholders entitled to consent to action by
stockholders proposed to be taken without a meeting of stockholders), the Board
of Directors may provide that stock transfer records shall be closed for a
stated period of time not to exceed, in any case, sixty (60) days. If the stock
transfer records shall be closed for the purpose of determining stockholders,
such records shall be closed for at least ten (10) days immediately preceding
such meeting. In lieu of closing the stock transfer records, as aforesaid, the
Board of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
(60) days, and in the case of a meeting of stockholders, not less than ten (10)
days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If the stock transfer records are
not closed and no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders (or stockholders
entitled to receive a distribution [other than a distribution involving a
purchase or redemption by the Corporation of any of its own shares] or a share
dividend), the close of business on the day next preceding the date on which
notice of the meeting is given or, if the notice is waived, at the close of
business on the day next preceding the date on which the meeting is held (the
close of business on the day on which the resolution of the Board of Directors
declaring such distribution or share dividend is adopted), as the case may be,
shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this Section, such determination shall be applied
to any adjournment thereof except where the determination has been made through
the closing of the stock transfer books and the stated period of closing has
expired.

     7.7  Registered Owners. Prior to due presentment for registration of
          -----------------
transfer of a certificate evidencing shares of the capital stock of the
Corporation in the manner set forth in Section 7.9 hereof, the Corporation shall
be entitled to recognize the person registered as the owner of such shares on
its records (or the records of its duly appointed transfer agent, as the case
may be) as the person exclusively entitled to vote, to receive notices and
dividends with respect to, and otherwise exercise all rights and powers relative
to such shares; and the Corporation shall not be bound or otherwise obligated to
recognize any claim, direct or indirect, legal or equitable, to such shares by
any other person, whether or not it shall have actual, express or other notice
thereof, except as otherwise provided by the laws of Delaware.

     7.8  Lost, Stolen or Destroyed Certificates. The Corporation shall issue a
          --------------------------------------
new certificate in place of any certificate for shares previously issued if the
registered owner of the certificate satisfies the following conditions:

          (a) Proof of Loss. Submits proof in affidavit form satisfactory to the
              -------------
     Corporation that such certificate has been lost, destroyed or wrongfully
     taken; and

          (b) Timely Request. Requests the issuance of a new certificate before
              --------------
     the Corporation has notice that the certificate has been acquired by a
     purchaser for value in good faith and without notice of an adverse claim;
     and

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<PAGE>

          (c) Bond. Gives a bond in such form, and with such surety or sureties,
              ----
     with fixed or open penalty, as the Corporation may direct, to indemnify the
     Corporation (and its transfer agent and registrar, if any) against any
     claim that may be made or otherwise asserted by virtue of the alleged loss,
     destruction, or theft of such certificate or certificates; and

          (d) Other Requirements. Satisfies any other reasonable requirements
              ------------------
     imposed by the Corporation. In the event a certificate has been lost,
     apparently destroyed or wrongfully taken, and the registered owner of
     record fails to notify the Corporation within a reasonable time after he
     has notice of such loss, destruction, or wrongful taking, and the
     Corporation registers a transfer (in the manner hereinbelow set forth) of
     the shares represented by the certificate before receiving such
     notification, such prior registered owner of record shall be precluded from
     making any claim against the Corporation for the transfer required
     hereunder or for a new certificate.

     7.9  Registration of Transfers. Subject to the provisions hereof, the
          -------------------------
Corporation shall register the transfer of a certificate evidencing shares of
its capital stock presented to it for transfer if:

          (a) Endorsement. Upon surrender of the certificate to the Corporation
              -----------
     (or its transfer agent, as the case may be) for transfer, the certificate
     (or an appended stock power) is properly endorsed by the registered owner,
     or by his duly authorized legal representative or attorney-in-fact, with
     proper written evidence of the authority and appointment of such
     representative, if any, accompanying the certificate; and

          (b) Guaranty and Effectiveness of Signature. The signature of such
              ---------------------------------------
     registered owner or his legal representative or attorney-in-fact, as the
     case may be, has been guaranteed by a national banking association or
     member of the New York Stock Exchange, and reasonable assurance in a form
     satisfactory to the Corporation is given that such endorsements are genuine
     and effective; and

          (c) Adverse Claims. The Corporation has no notice of an adverse claim
              --------------
     or has otherwise discharged any duty to inquire into such a claim; and

          (d) Collection of Taxes. Any applicable law (local, state or federal)
              -------------------
     relating to the collection of taxes relative to the transaction has been
     complied with; and

          (e) Additional Requirements. Satisfied. Such additional conditions and
              -----------------------
     documentation as the Corporation (or its transfer agent, as the case may
     be) shall reasonably require, including without limitation thereto, the
     delivery with the surrender of such stock certificate or certificates of
     proper evidence of succession, assignment or other authority to obtain
     transfer thereof, as the circumstances may require, and such legal opinions
     with reference to the requested transfer as shall be required by the
     Corporation (or its transfer

BYLAWS - Page 17

<PAGE>

     agent) pursuant to the provisions of these Bylaws and applicable law, shall
     have been satisfied.

     7.10 Restrictions on Transfer and Legends on Certificates.
          ----------------------------------------------------

          (a) Shares in Classes or Series. If the Corporation is authorized to
              ---------------------------
     issue shares of more than one class, the certificate shall set forth,
     either on the face or back of the certificate, a full or summary statement
     of all of the designations, preferences, limitations, and relative rights
     of the shares of each such class and, if the Corporation is authorized to
     issue any preferred or special class in series, the variations in the
     relative rights and preferences of the shares of each such series so far as
     the same have been fixed and determined, and the authority of the Board of
     Directors to fix and determine the relative rights and preferences of
     subsequent series. In lieu of providing such a statement in full on the
     certificate, a statement on the face or back of the certificate may provide
     that the Corporation will furnish such information to any stockholder
     without charge upon written request to the Corporation at its principal
     place of business or registered office and that copies of the information
     are on file in the office of the Secretary of State.

          (b) Restriction on Transfer. Any restrictions imposed or agreed to by
              -----------------------
     the Corporation on the sale or other disposition of its shares and on the
     transfer thereof must be copied at length or in summary form on the face,
     or so copied on the back and referred to on the face, of each certificate
     representing shares to which the restriction applies. The certificate may
     however state on the face or back that such a restriction exists pursuant
     to a specified document and that the Corporation will furnish a copy of the
     document to the holder of the certificate without charge upon written
     request to the Corporation at its principal place of business.

          (c) Preemptive Rights. Any preemptive rights of a stockholder to
              -----------------
     acquire unissued or treasury shares of the Corporation which are limited or
     denied by the certificate of incorporation must be set forth at length on
     the face or back of the certificate representing shares subject thereto. In
     lieu of providing such a statement in full on the certificate, a statement
     on the face or back of the certificate may provide that the Corporation
     will furnish such information to any stockholder without charge upon
     written request to the Corporation at its principal place of business and
     that a copy of such information is on file in the office of the Secretary
     of State.

          (d) Unregistered Securities. Any security of the Corporation,
              -----------------------
     including, among others, any certificate evidencing shares of the Common
     Stock or warrants to purchase Common Stock of the Corporation, which is
     issued to any person without registration under the Securities Act of 1933,
     as amended, or the Blue Sky laws of any state, shall not be transferable
     until the Corporation has been furnished with a legal opinion of counsel
     with reference thereto, satisfactory in form and content to the Corporation
     and its counsel, to the effect that such sale, transfer or pledge does not
     involve a violation of the Securities Act of

BYLAWS - Page 18

<PAGE>

     1933, as amended, or the Blue Sky laws of any state having jurisdiction.
     The certificate representing the security shall bear substantially the
     following legend:

     THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
     STATE SECURITIES LAW BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF
     THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL EITHER
     (i) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE
     STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR
     (ii) THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL ACCEPTABLE
     TO THE CORPORATION AND ITS COUNSEL THAT REGISTRATION UNDER SUCH SECURITIES
     ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION
     WITH SUCH PROPOSED OFFER, SALE OR TRANSFER.

                                  ARTICLE VIII.

                               GENERAL PROVISIONS

     8.1  Distributions. Subject to the provisions of the General Corporation
          -------------
Law of Delaware, as amended, and the Certificate of Incorporation, distributions
of the Corporation shall be declared and paid pursuant to the following
regulations:

          (a) Declaration and Payment. Distributions on the issued and
              -----------------------
     outstanding shares of capital stock of the Corporation 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 capital stock. Such declaration and
     payment shall be at the discretion of the Board of Directors.

          (b) Record Date. The Board of Directors may fix in advance a record
              -----------
     date for the purpose of determining stockholders entitled to receive
     payment of any distribution, such record date to be not more than sixty
     (60) days prior to the payment date of such distribution, or the Board of
     Directors may close the stock transfer books for such purpose for a period
     of not more than sixty (60) days prior to the payment date of such
     distribution. In the absence of action by the Board of Directors, the date
     upon which the Board of Directors adopts the resolution declaring such
     distribution shall be the record date.

     8.2  Reserves. There may be created by resolution of the Board of Directors
          --------
out of the surplus of the Corporation such reserve or reserves as the Directors
from time to time, in their discretion, think proper to provide for
contingencies, or to equalize distributions, or to repair or maintain any
property of the Corporation, or for such other purposes as the Directors shall
think

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<PAGE>

beneficial to the Corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created.

     8.3  Books and Records. The Corporation shall maintain books and records of
          -----------------
account and shall prepare and maintain minutes of the proceedings of its
stockholders, its Board of Directors and each committee of its Board of
Directors. The Corporation shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of the original issuance of shares issued by the Corporation and a record of
each transfer of those shares that have been presented to the Corporation for
registration of transfer. Such records shall contain the names and addresses of
all past and present stockholders of the Corporation and the number and class of
shares issued by the Corporation held by each of them.

     8.4  Annual Statement. The Board of Directors shall present at or before
          ----------------
each annual meeting of stockholders a full and clear statement of the business
and financial condition of the Corporation, including a reasonably detailed
balance sheet and income statement under current date.

     8.5  Contracts and Negotiable Instruments. Except as otherwise provided by
          ------------------------------------
law or these Bylaws, any contract or other instrument relative to the business
of the Corporation may be executed and delivered in the name of the Corporation
and on its behalf by the Chief Executive Officer, or the Chief Operating
Officer, if any, or the President of the Corporation. The Board of Directors may
authorize any other officer or agent of the Corporation to enter into any
contract or execute and deliver any contract in the name and on behalf of the
Corporation, and such authority may be general or confined to specific instances
as the Board of Directors may determine by resolution. All bills, notes, checks
or other instruments for the payment of money shall be signed or countersigned
by such officer, officers, agent or agents and in such manner as are permitted
by these Bylaws and/or as, from time to time, may be prescribed by resolution of
the Board of Directors. Unless authorized to do so by these Bylaws or by the
Board of Directors, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement, or to pledge
its credit, or to render it liable pecuniarily for any purpose or to any amount.

     8.6  Fiscal Year. The fiscal year of the Corporation shall be fixed by
          -----------
resolution of the Board of Director.

     8.7  Corporate Seal. The Corporation seal shall be in such form as may be
          --------------
determined by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

     8.8  Resignations. Any director, officer or agent may resign his office or
          ------------
position with the Corporation by delivering written notice thereof to the
President or the Secretary. Such resignation shall be effective at the time
specified therein, or immediately upon delivery if no time is specified. Unless
otherwise specified therein, an acceptance of such resignation shall not be a
necessary prerequisite of its effectiveness.

BYLAWS - Page 20

<PAGE>

     8.9  Amendment of Bylaws. These Bylaws may be altered, amended, or repealed
          -------------------
and new Bylaws adopted at any meeting of the Board of Directors at which a
quorum is present, by the affirmative vote of a majority of the Directors
present at such meeting, provided notice of the proposed alteration, amendment,
or repeal be contained in the notice of such meeting. This shall not in any way
divest the stockholders or members of the power, nor limit their power, to
adopt, amend or repeal the Bylaws.

     8.10 Construction. Whenever the context so requires herein, the masculine
          ------------
shall include the feminine and neuter, and the singular shall include the
plural, and conversely. If any portion or provision of these Bylaws shall be
held invalid or inoperative, then, so far as is reasonable and possible: (1) the
remainder of these Bylaws shall be considered valid and operative, and (2)
effect shall be given to the intent manifested by the portion or provision held
invalid or inoperative.

    8.11  Table of Contents; Captions. The table of contents and captions used
          ---------------------------
in these Bylaws have been inserted for administrative convenience only and do
not constitute matter to be construed in interpretation.

     IN DUE CERTIFICATION WHEREOF, the undersigned, being the Secretary of ETC
Transaction Corporation, confirms the adoption and approval of the foregoing
Bylaws, effective as of Feb. 11, 1997.


                                                /s/ HARRY K. ALTMAN
                                                --------------------------------
                                                Harry K. Altman, Secretary


BYLAWS - Page 21