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                                                                       EXHIBIT B

                      SECOND AMENDED AND RESTATED BY-LAWS

                                      OF

                      CCC INFORMATION SERVICES GROUP INC.
                           (A Delaware Corporation)

                                   ARTICLE I
                                    OFFICES

     The registered office of the Corporation shall be in the City of Dover, 
County of Kent, 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 the Amended and 
Restated Certificate of Incorporation, as amended from time to time (the 
"CERTIFICATE OF INCORPORATION"), or by law, may be called by the Chairman of 
the Board or the President and shall be called by the Secretary at the 
direction either of a majority of the Board of Directors or stockholders 
holding not less than twenty-five percent of the stock issued and outstanding 
and entitled to vote at such meeting.

     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 (10) nor more than sixty (60) 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.

     Section 5.     QUORUM: ADJOURNMENTS. The holders of a majority of the 
stock issued and outstanding and entitled to vote thereat, present in person 
or represented by proxy, shall constitute

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a quorum at all meetings of the stockholders for the transaction of business, 
except as otherwise required by these By-laws, 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 (30) days, or if 
after the adjournment a new record date is fixed for the adjourned meeting, a 
notice of the adjourned meeting shall be given to each stockholder of record 
entitled to vote at the meeting. Withdrawal of stockholders from any meeting 
shall not cause the failure of a duly constituted quorum at such meeting.

     Section 6.     VOTING. (a) 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 (including, without limitation, in any 
certificate of designations setting forth the terms of any preferred stock of 
the Corporation outstanding at any time).

     (b) When a quorum is present at any meeting, the affirmative vote of the 
holders of at least fifty percent (50%) of the total voting power of all 
shares of stock of the Corporation entitled to vote in the election of 
directors present in person or represented by proxy and voting 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 
respected to such vote, but shall be deemed present or represented at such 
meeting for all other purposes.

     Section 7.     ORGANIZATION. At every meeting of the stockholders, the 
Chairman of the Board, if there be one, or in the case of a vacancy in the 
office or absence of the Chairman of the Board, one of the following persons 
present in the order stated: the Vice Chairman, if one has been appointed, 
the President, the Vice Presidents in their order or rank, a chairman 
designated by the Board of Directors or a chairman chosen by the stockholders 
entitled to cast a majority of the votes which all stockholders present in 
person or by proxy are entitled to cast, shall act as chairman, and the 
Secretary, or, in his absence, an Assistant Secretary, or in the absence of 
the Secretary and the Assistant Secretaries, a person appointed by the 
chairman, shall act as secretary of the meeting.

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     Section 8.     STOCKHOLDERS ACTION WITHOUT MEETINGS. Any action required 
to be taken, or any action which may be taken, at any annual or special 
meeting of 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 the 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.

                                  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 By-laws directed or required to be exercised or done by the 
stockholders.

     Section 2.     NUMBER, QUALIFICATION AND TENURE. The number of directors 
shall be determined from time to time by resolution of the Board of Directors 
adopted by a majority of the total number of authorized directors (whether or 
not there exist any vacancies in the previously authorized directorships at 
the time any such resolution is presented to the Board of Directors for 
adoption), subject to the provisions of the Certificate of Incorporation. The 
directors shall be elected at the annual meeting of the stockholders, except 
as provided in the Certificate of Incorporation or SECTION 3 of this Article, 
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.

     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.     REMOVAL. Any director may be removed from the Board of 
Directors for or without cause by the holders of shares of stock having a 
majority of the voting power of the Corporation, and the office of such 
director shall forthwith become vacant.

     Section 5.     PLACE OF MEETINGS. The Board of Directors may hold 
meetings, both regular and special, either within or without the State of 
Delaware.

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     Section 6.     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 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 two (2) days 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.

     Section 7.     WAIVER OF NOTICE: BUSINESS AND PURPOSE. Notice of any 
meeting of the Board of Directors may be waived in a 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 of Directors need be specified in the notice or 
waiver of notice of such meeting, unless specifically required by the 
Delaware Law.

     Section 8.     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.

     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, 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 create one or more other 
committees and appoint one or more directors to serve on such committee or 
committees. Each director appointed to serve on any such committee shall 
serve, unless the resolution designating the respective committee is sooner 
amended or rescinded by the Board of Directors, until the next annual meeting 
of the Board of Directors or until their respective successors are 
designated. The Board of Directors, by resolution adopted by a majority of 
the whole Board of Directors, may also designate additional directors as 
alternate members of any committee to serve as members of such committee in 
the place and stead of any regular member or members thereof who may be 
unable to attend a meeting or otherwise unavailable


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to act as a member of such committee. In the absence or disqualification of a 
member and all alternate members designated to serve in the place and stead 
of such member, 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 and stead of such absent or disqualified member.

     A committee of the Board of Directors may exercise the power and 
authority of the Board of Directors to the extent specified by the resolution 
establishing such committee, or the Certificate of Incorporation or these 
By-laws; PROVIDED, HOWEVER, that no committee may take any action that is 
expressly required by the Delaware Law or the Certificate of Incorporation or 
these By-laws to be taken by the Board of Directors and not by a committee 
thereof. Each committee shall keep a record of its acts and proceedings, 
which shall form a part of the records of the Corporation in the custody of 
the Secretary, and all actions of each committee shall be reported to the 
Board of Directors at the next meeting of the Board.

     Meetings of committees may be called at any time by the Chairman of the 
Board, if any, the President or the chairman of the respective committee. A 
majority of the members of the committee shall constitute a quorum for the 
transaction of business and, except as expressly limited by this section, the 
act of a majority of the members present at any meeting at which there is a 
quorum shall be the act of such committee. Except as expressly provided in 
this section or in the resolution designating the committee, a majority of 
the members of any such committee may select its chairman, fix its rules of 
procedure, fix the time and place of its meetings and specify what notice of 
meetings, if any, shall be given.

     Section 11.  ACTION WITHOUT MEETINGS. Unless otherwise specifically 
prohibited by the Certificate of Incorporation of these By-laws, 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.


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                                ARTICLE IV
                                 OFFICERS

     Section 1.  ENUMERATION. The officers of the Corporation shall be chosen 
by the Board of Directors and shall include a President, one or more Vice 
Presidents, a Treasurer and a Secretary. The Board of Directors may also 
elect a Chairman of the Board, a Chief Financial Officer, a Chief Executive 
Officer, 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.

     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.  CHAIRMAN OF THE BOARD. The Chairman of the Board, when and 
if elected, shall preside at meetings of the Board of Directors and of 
stockholders and shall have such other functions, authority and duties as 
customarily appertain to the office of the Chairman of a business corporation 
or as may be prescribed by the Board of Directors. The Chairman of the Board, 
if any, shall be a member of the Board of Directors of the Corporation.

     Section 4.  CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, when 
and if elected, shall have general supervision, direction and control of the 
business and affairs of the Corporation, subject to the control of the Board 
of Directors, and shall have such other functions, authority and duties as 
customarily appertain to the office of Chief Executive Officer of a business 
corporation or as may be prescribed by the Board of Directors.

     Section 5.  CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall 
have general supervision, direction and control over the treasury and the 
finances of the Company, including but not limited to the authority over 
finance, treasury and accounting personnel and functions of the Company, to 
act as agent for the Company in respect of its dealings with creditors and 
stockholders on financial matters, and the authority to negotiate all 
financial matters of the Company on its behalf, subject to the control of the 
Board of Directors. The Chief Financial Officer shall have such other 
functions, authority and duties as customarily appertain to the office of 
the Chief Financial Officer of a business corporation or as may be prescribed 
by the Board of Directors.

     Section 6.  PRESIDENT. The President shall be the chief operating 
officer of the Corporation and shall have such functions, authority and 
duties as may be prescribed by the Board of Directors.


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     Section 7.  VICE PRESIDENT. Each Vice President, if any, shall perform 
such duties and have such other powers as may from time to time be prescribed 
by the Board of Directors, the Chairman of the Board, or the President.

     Section 8.  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 By-laws 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 Chairman of the Board, 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 By-laws, 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, the Chairman of the Board or the President. The Board of 
Directors may give general authority to any other officer to affix the seal 
of the Corporation to attest such affixing of the seal.

     Section 9.  TREASURER. The Treasurer shall have the care and custody of 
the corporate funds, and other valuable effects, including 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 directors, at the regular meetings of the Board of Directors, 
or whenever they may require it, an account of all his transactions as 
Treasurer and of the financial condition of the Corporation. If required by 
the Board of Directors, the Treasurer shall give the Corporation a bond for 
such term in such sum and with such surety or sureties as shall be 
satisfactory to the Board for the faithful performance of the duties of his 
office and for the restoration to the Corporation, in case of his death, 
resignation, retirement or removal from office, of all books, papers, 
vouchers, money and other property of whatever kind in his possession or 
under his control belonging to the Corporation.

     Section 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 By-laws shall perform such duties and have 
such powers as may from time to time be prescribed by the Board of Directors, 
the Chairman of the Board or the President.


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                              ARTICLE V
              CERTIFICATES OF STOCK AND THEIR TRANSFER

     Section 1.  FORM. The shares of the Corporation shall be represented by 
certificates. 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 Chairman of the Board or 
the President and by the 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 officer 
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 to issue a new certificate 
of stock or uncertificated shares in place of any certificate theretofore 
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


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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 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 of 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.  Any indemnification under SECTION 1 
and 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 the directors who are not parties to such 
action, suit or proceeding, even though less than a quorum, or

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(ii) if there are no such directors, or if such directors so direct, by 
independent legal counsel in a written opinion, or (iii) by the stockholders.

      Section 5.    EXPENSES.  Expenses (including attorneys' fees) incurred 
by an officer or director 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 director or 
officer 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 other 
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, by-law, agreement, vote of stockholders or directors who are 
not parties to the action, suit or proceeding 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 is or 
was a director, officer, employee or agent of such constituent corporation, 
or is 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.

      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 agent of the Corporation which imposes duties on, or involves 
services by such director, officer, employee, or agent with respect to any 
employee benefit plan, its participants, or beneficiaries; and a person who 
acted in good

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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 therein 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 be 
fixed from time to time by resolution of the Board of Directors.

      Section 2.    CORPORATION SEAL.  The corporate seal, if any, of the 
Corporation shall be in such form as may be approved from time to time by the 
Board of Directors. The seal may be used by causing it or a facsimile thereof 
to be impressed or affixed or in any other manner reproduced.

      Section 3.    NOTICES AND MAILING.  Except as otherwise provided in the 
Act, the Certificate of Incorporation or these By-laws, all notices required 
to be given by any provision of these By-laws 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 (3) days 
after being deposited, properly addressed, in the U.S. Mail, certified or 
registered mail, postage prepaid.

      Section 4.    WAIVER OF NOTICE.  Wherever any notice is required to be 
given under the Delaware Law or the provisions of the Certificate of 
Incorporation or these By-laws, 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.


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<PAGE>

      Section 5.    INTERPRETATION.  In these By-laws, 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 By-laws may be altered, amended or repealed or new By-laws may be 
adopted by the holders of at least 50% of the total voting power of all 
shares of stock of the Corporation entitled to vote in the election of 
directors, considered for the purposes of this Article VIII as one class, at 
any regular meeting of the stockholders or at any special meeting of the 
stockholders if notice of such alteration, amendment, repeal or adoption of 
new By-laws be contained in the notice of such special meeting.

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