BYLAWS OF GRC INTERNATIONAL, INC.

                               ARTICLE I. OFFICES

Section 1.  Registered Office

The registered office of GRC International,  Inc. in the State of Delaware shall
be located at 32 Loockerman Square,  Suite L-100, City of Dover, County of Kent.
The name of its  registered  agent in charge  thereof shall be the United States
Corporation Company.

Section 2.  Other Offices

The Corporation  shall maintain its principal and corporate offices in the State
of Virginia,  and may also have an office at such other place or places,  either
within or without the State of Delaware,  as may be  designated  by the Board of
Directors.

                       ARTICLE II. SHAREHOLDERS' MEETINGS

Section 1.  Place of Meeting

All meetings of the  shareholders  shall be held at the principal  office of the
Corporation  in the State of Virginia,  or such other place as may be designated
from time to time by the Board of Directors.

Section 2.  Annual Meeting

The  annual  meeting  of  shareholders  shall be held on the first  Thursday  of
November each year, if not a legal holiday, and if a legal holiday,  then on the
next  succeeding  business day, at the hour of 1:30 p.m. In the event the annual
meeting of  shareholders is not held on the date above  specified,  the Board of
Directors shall cause a meeting in lieu thereof to be held as soon thereafter as
is  convenient,  and any business  transacted  or election  held at such meeting
shall be as valid as if the meeting had been held on the date above specified.

Section 3.  Special Meetings

Special meetings of the shareholders may be called by the Board of Directors,  a
majority of the directors  then in office,  although less than a quorum,  or the
sole remaining director.  The call shall designate the place and the time of the
meeting.

Section 4.  Notice of Meetings

Notice of meetings, annual or special, shall be given in writing to shareholders
entitled to vote by the Secretary or Assistant Secretary, or if there be no such
officers, or in the case of neglect or refusal, by any director or shareholder.

Such notices shall be sent to the  shareholder's  address appearing on the books
of the Corporation for the purpose of notice, not less than ten days before said
meeting.

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Notice of any meeting of shareholders  shall specify the place, the day, and the
hour of meeting,  and in case of a special  meeting,  the general  nature of the
business to be transacted.

When a meeting is adjourned for 30 days or more, notice of the adjourned meeting
shall be given as in the case of an  original  meeting.  Save as  aforesaid,  it
shall not be necessary to give any notice of the  adjournment or of the business
to be  transacted  at an adjourned  meeting  other than by  announcement  at the
meeting at which such adjournment is taken.

Section 5.  Consent to Shareholders Meetings

The  transaction  of any meeting of  shareholders,  however  called and noticed,
shall be valid as though  had at a  meeting  duly held  after  regular  call and
notice,  if a quorum be  present  either in person or by proxy,  and if,  either
before or after the  meeting,  each of the  shareholders  entitled to vote,  not
present in person or proxy,  signs a written  waiver of notice,  or a consent to
the holding of such  meeting,  or an approval of the minutes  thereof.  All such
waivers,  consents,  or approvals  shall be filed with the corporate  records or
made a part of the minutes of the meeting.

Section 6.  Quorum

The holders of a majority of the shares  entitled  to vote  thereat,  present in
person or represented by proxy, shall be requisite and shall constitute a quorum
at all meetings of the shareholders  for the transaction of business,  except as
otherwise  provided by law, by the  Certificate  of  Incorporation,  or by these
Bylaws.  If,  however,  such majority shall not be present or represented at any
meeting of the shareholders,  the shareholders entitled to vote thereat, present
in person or by proxy,  shall have the power to adjourn the meeting from time to
time,  until the  requisite  amount of voting  shares shall be present.  At such
adjourned  meeting  at which the  requisite  amount of  voting  shares  shall be
represented,  any business may be transacted which might have been transacted at
the meeting as originally notified.

Section 7.  Voting Rights; Cumulative Voting

Only persons in whose names shares  entitled to vote stand on the stock  records
of the  Corporation on the day of any meeting of  shareholders,  and unless some
other  day be  fixed  by  the  Board  of  Directors  for  the  determination  of
shareholders  of record,  then on such other day,  shall be  entitled to vote at
such meeting.

Every  shareholder  entitled  to vote shall be  entitled to one vote for each of
said shares. It is further provided, however, that at all elections of directors
of this  Corporation,  each holder of common  stock shall be entitled to as many
votes as shall equal the number of votes which (except for this  provision as to
cumulative  voting) he would be entitled to cast for the  election of  directors
with respect to his shares of common stock multiplied by the number of directors
to be  elected,  and he may  cast all of his  votes  for a  single  nominee  for
director or may distribute them among the number to be voted for, or for any two
or more of them as he may see fit.

Section 8.  Proxies

Every  shareholder  entitled  to vote may do so,  either in person or by written
proxy, executed in accordance with the laws of the State of Delaware,  and filed
with the Secretary or Assistant Secretary of the Corporation.
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                       ARTICLE III. DIRECTORS; MANAGEMENT

Section 1.  Powers

Subject to the  limitations of the Certificate of  Incorporation,  of the Bylaws
and the laws of the State of Delaware, as to action to be authorized or approved
by the  shareholders,  all  corporate  powers  shall  be  exercised  by or under
authority  of,  and the  business  and  affairs  of this  Corporation  shall  be
controlled by the Board of Directors.

Section 2.  Number

The number of directors  constituting  the entire Board shall not be less than 7
or more than 14 as fixed from  time-to-time  by vote of a majority of the entire
Board;  provided,  however, that the number of directors shall not be reduced so
as to  shorten  the term of any  director  at the time in office;  and  provided
further, that the number of directors  constituting the entire Board shall be 11
unless otherwise fixed by a majority of the entire Board.

Section 3.  Classes of Directors

The  directors  shall be divided  into  three  classes.  If the total  number of
directors is not exactly  divisible by three, one class,  and if necessary,  two
classes,  shall each  contain  one more  director  than the  remaining  class or
classes.

Section 4.  Nominations of Directors

Nominations  for the election of directors may be made by the Board of Directors
or by any  shareholder  entitled  to vote for the  election of  directors.  Such
nominations  shall be made by notice in  writing,  delivered  or mailed by first
class United States mail,  postage prepaid,  to the Secretary of the Corporation
not less than ten (10)  days and not more than one  hundred  twenty  (120)  days
prior to any meeting of the  stockholders  called for the election of directors,
including any annual  meeting at which  directors  are to be elected;  provided,
however,  that if less than fourteen (14) days written  notice of the meeting is
given to  stockholders,  such written  notice  shall be delivered or mailed,  as
prescribed,  to the Secretary of the Corporation not later than the close of the
fourth  day  following  the day on which  notice of the  meeting  was  mailed to
stockholders. Notice of nominations which are proposed by the Board of Directors
shall be given by the Chairman on behalf of the Board.

Each such notice shall set forth (i) the name, age,  business  address,  and, if
known,  residence  address of each  nominee  proposed in such  notice;  (ii) the
principal  occupation or  employment  of each such nominee;  (iii) the number of
shares of stock of the  Corporation  which are  beneficially  owned by each such
nominee;  and (iv) the number of shares  owned by any  corporation  or entity of
which such nominee is an officer, director, partner, employee or agent, directly
or indirectly.

The Chairman of the meeting may, if the facts warrant,  determine and declare to
the meeting  that a nomination  was not made in  accordance  with the  foregoing
procedure, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.
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Section 5.  Election of Directors

The directors of one class shall be elected by a ballot at the annual meeting of
the  shareholders,  to serve for three  years,  and until their  successors  are
elected and have qualified.  Their term of office shall begin  immediately after
election.

Elections  for  directors  in the first class shall be held at the first  annual
meeting of the  shareholders.  Directors of the second class shall be elected at
the second  annual  meeting of  shareholders,  and  directors of the third class
shall be elected at the third annual meeting of shareholders.

Section 6.  Vacancies

Any vacancy or vacancies in the Board of Directors for any reason, and any newly
created directorships, may be filled by the Board of Directors.

Vacancies in the Board of Directors may be filled by a majority of the remaining
directors though less than a quorum, or by a sole remaining  director,  and each
director so elected  shall hold office for the  remainder  of the term and until
the next  election of the class for which such  director  shall have been chosen
and until their successors shall be elected and qualified.

If any  director  tenders his  resignation  to the Board of  Directors,  to take
effect at a future time,  the Board shall have the power to elect a successor to
take office at such time as the resignation shall become effective.

No reduction  of the number of  directors  shall have the effect of removing any
director prior to the expiration of his term of office.

Section 7.  Meetings

Meetings of the Board of Directors shall be held at the principal  office of the
Corporation in Vienna, Virginia, or as designated from time to time by the Board
of Directors.  Any meeting shall be valid  wherever held, if held by the written
consent of all the members of the Board of  Directors,  given  either  before or
after the meeting and filed with the  Secretary  or  Assistant  Secretary of the
Corporation.

Section 8.  Organization Meetings

The  organization  meetings of the Board of Directors shall be held  immediately
following the adjournment of the annual meeting of the shareholders.

Section 9.  Other Regular Meetings

Regular  meetings of the Board of Directors shall be held on the fourth Thursday
of every other month  (except  that the  November  meeting  shall be held on the
first  Thursday of  November)  at 10:00 a.m. or else at a date and time fixed by
the Board at its last  regular  meeting.  If said day shall fall upon a holiday,
then  such  meeting  shall  be  held  upon  the  next  succeeding  business  day
thereafter. No notice need be given of such regular meetings.
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Section 10.  Special Meetings - Notices

Special  meetings of the Board of Directors for any purpose or purposes shall be
called at any time by the President, or if he is absent, or unable or refuses to
act, by any Vice President or by any two directors.

Written  notice  of  the  time  and  place  of  special  meetings  shall  be (i)
hand-delivered to each director, or (ii) sent to each director by mail, telegram
or express courier (such as Federal Express), charges prepaid, addressed to such
director  at  his  or  her  address  as it is  shown  upon  the  records  of the
Corporation,  or if it is  not so  shown  on  such  records  or is  not  readily
ascertainable,  at the place in which the  meetings of directors  are  regularly
held. In case such notice is delivered by mail,  telegram or express courier, it
shall be  deposited  in the United  States  mail or  delivered  to the  telegram
company or express  courier  in the place in which the  principal  office of the
Corporation is located at least  forty-eight (48) hours prior to the time of the
holding of the meeting. In case such notice is hand-delivered as above provided,
it shall be so  delivered at least  twenty-four  (24) hours prior to the time of
the holding of the meeting.  Delivery as above  provided shall be due, legal and
personal notice to such director.

Section 11.  Waiver of Notice

When all the directors are present at any directors'  meeting  however called or
noticed,  and sign a written consent thereto on the records of such meeting,  or
if a majority of the  directors  are  present  and if those not present  sign in
writing  a waiver  of  notice  of such  meeting,  whether  prior to or after the
holding of such meeting,  which said waiver shall be filed with the Secretary or
Assistant Secretary of the Corporation, the transactions thereof are as valid as
if had at a meeting regularly called and noticed.

Section 12.  Action of Directors Without a Meeting

Any action required or permitted to be taken by the Board of Directors under any
provision  of the Delaware  law,  the  Certificate  of  Incorporation,  or these
Bylaws,  may be taken  without a  meeting,  if all  members  of the Board  shall
individually  or  collectively  consent in writing to such action.  Such written
consent or consents  shall be filed with the minutes of the  proceedings  of the
Board.  Such action by written consent shall have the same force and effect as a
unanimous vote of such directors.

Section 13.  Quorum

A majority  of the number of  directors  as fixed by the  Certificate  or Bylaws
shall be necessary to constitute a quorum for the  transaction of business,  and
the action of a majority of the directors  present at any meeting at which there
is a quorum,  when duly assembled,  is valid as a corporate act; provided that a
minority of the directors,  in the absence of a quorum, may adjourn from time to
time, but may not transact any business.

Section 14.  Indemnification and Insurance

a) Right to Indemnification. Each person who is made a party or is threatened to
be made a party to or is  involved in any action,  suit or  proceeding,  whether
civil,  criminal,   administrative  or

<PAGE>

investigative, (hereinafter a "proceeding"), by reason of the fact that he, or a
person  of whom he is the  legal  representative,  (i) is or was a  director  or
officer of the  Corporation;  (ii) while serving as a director or officer of the
Corporation,  also is or was  serving  at the  request of the  Corporation  in a
director,  officer,  trustee or similar  capacity for any other  enterprise;  or
(iii) while serving as a director, officer or employee of the Corporation,  also
is  or  was  serving  at  the  request  of  the   Corporation  in  a  fiduciary,
administrative,  advisory  or  similar  capacity  with  respect  to one or  more
employee benefit plans  maintained by the Corporation;  shall be indemnified and
held harmless by the  Corporation to the fullest extent  required,  permitted or
not  prohibited  by Delaware  law,  including  (but not limited to) the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment,  only to the extent that such amendment  permits
the  Corporation  to  provide  broader  indemnification  rights  than  said  law
permitted  the  Corporation  to provide  prior to such  amendment),  against all
awards and expenses (including attorneys' fees,  judgments,  fines, ERISA excise
taxes or  penalties  and amounts paid or to be paid in  settlement),  reasonably
incurred  or  suffered  by  such  person  in  connection  therewith,   and  such
indemnification  shall  continue even if such person has ceased to be a director
or  officer  and  shall  inure  to the  benefit  of  his  heirs,  executors  and
administrators;  provided,  however,  except as  provided  in  subsection  14(b)
hereof, the Corporation shall indemnify any such person seeking  indemnification
in connection with a proceeding (or part thereof)  initiated by such person only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section 14 shall
be a contract  right and shall  include the right to be paid by the  Corporation
any expenses  incurred in defending any such  proceeding in advance of its final
disposition;  provided,  however,  that, if the Delaware General Corporation Law
requires,  the payment of such expenses incurred by a director or officer in his
capacity  as a director  or officer  in  advance of the final  disposition  of a
proceeding   shall  be  made  only  upon  delivery  to  the  Corporation  of  an
undertaking,  by or on behalf of such director or officer,  to repay all amounts
so  advanced  if it shall  ultimately  be  determined  that  such  person is not
entitled to be indemnified  under this Section 14 or otherwise.  The Corporation
may,  by  action  of  its  Board  of  Directors,   provide  indemnification  and
advancement of expenses to employees and agents of the Corporation with the same
scope and effect as are provided to directors and officers herein.

b) Processing of Claims. A claim made by a person under this Section 14 shall be
paid in full  within  thirty  (30) days after such  claim has been  received  in
writing by the Corporation, unless independent legal counsel has determined in a
letter to the Corporation,  with a copy to such person, that  indemnification of
such person would be prohibited,  in whole or in part,  under applicable law, or
that a claim for expenses shall not be paid, in whole or in part, on the grounds
that it is  unreasonably  high  (with the  amount  by which  such  expenses  are
unreasonably  high  stated  therein).  Any such  determination  letter  given by
independent legal counsel within thirty (30) days of the filing of a claim shall
be  conclusive  and binding on the  Corporation  and on such person.  If, within
thirty (30) days after the filing of such claim,  the  Corporation  has not paid
such person the full amount of the claim or such lesser  amount as determined by
independent  legal  counsel,  such person shall have the right to commence legal
action for payment in any court having jurisdiction  thereof, and in which venue
is proper.

c)  Insurance.

         (1)  Subject  to  the  provisions  of  subsection  (c)(2)  hereof,  the
Corporation  hereby agrees to purchase and maintain in effect for the benefit of
the directors and officers one or more valid,

<PAGE>

binding  and  enforceable  policies of  liability  insurance  providing,  in all
respects,  coverage substantially comparable to or superior to that presently in
force.

         (2) The Corporation  shall not be required either to obtain or maintain
such  policy  or  policies  of  insurance  in effect  if said  insurance  is not
reasonably  available  or if, in the  reasonable  business  judgment of the then
directors of the Corporation,  either (i) the premium cost for such insurance is
substantially  disproportionate to the amount of coverage;  or (ii) the coverage
provided  by  such  insurance  is  so  limited  by  exclusions   that  there  is
insufficient benefit from such insurance.

d)  Indemnification  Agreements.  The Board of Directors of the  Corporation  is
expressly authorized to enter into indemnification agreements, with such persons
as the Board  deems  appropriate,  to  effectuate  the  rights set forth in this
Section 14.

                              ARTICLE IV. OFFICERS

Section 1.  Officers

The  officers  shall be:  Chairman  of the  Board;  President;  one or more Vice
Presidents,  one of whom may be designated Executive Vice President, one of whom
may be  designated  Chief  Operating  Officer,  and one or  more of whom  may be
designated Senior Vice President;  Secretary; one or more Assistant Secretaries;
General  Counsel;  Treasurer;  and may  include  an  Assistant  Treasurer.  Such
officers  shall be elected by, and hold office at the  pleasure of, the Board of
Directors.

Section 2.  Election

After  their  election,  the  directors  shall meet and  organize  by electing a
Chairman of the Board from their own number;  a President from their own number;
one or more  Vice  Presidents,  one of whom  may be  designated  Executive  Vice
President,  one of whom may be designated  Chief Operating  Officer,  and one or
more of whom may be designated Senior Vice President;  a Secretary;  one or more
Assistant Secretaries; a General Counsel; a Treasurer; and, at their discretion,
an Assistant General Counsel and/or an Assistant Treasurer.  The Chairman of the
Board and the President  shall be members of the Board of Directors.  Any two or
more of such  offices,  except those of the President and Secretary or Assistant
Secretary, may be held by the same person.

Section 3.  Compensation and Tenure of Office

The  compensation  and tenure of office of all the  officers of the  Corporation
shall be fixed by the Board of Directors.

Section 4.  Removal and Resignation

Any officer may be removed,  either with or without cause,  by a majority of the
directors at the time in office, at any regular or special meeting of the Board,
or,  except  in case of an  officer  chosen by the  Board of  Directors,  by any
officer  upon  whom  such  power of  removal  may be  conferred  by the Board of
Directors.

<PAGE>

Any  officer  may  resign at any time by giving  written  notice to the Board of
Directors or to the President, or to the Secretary or Assistant Secretary of the
Corporation.  Any such  resignation  shall take effect at the date of receipt of
such  notice or at any later  time  specified  therein;  and,  unless  otherwise
specified therein,  the acceptance of such resignation shall not be necessary to
make it effective.

Section 5.  Vacancies

A vacancy in any office because of death, resignation, removal, disqualification
or any other  cause shall be filled in the manner  prescribed  in the Bylaws for
regular appointments to such office.

Section 6.  Chairman of the Board

The Chairman of the Board shall be a member of the Board of Directors.  He shall
preside at all meetings of the  shareholders  and the Board of Directors and, in
the absence or  disability of the  President,  he shall perform all functions of
the office of the President of the  Corporation.  He may be a regular  member of
one or more of the standing  committees (except the Audit Committee) and, in any
event,  he shall be an  ex-officio  member of all the standing  committees  upon
which he does not serve as a regular standing member.  He shall have such powers
and duties as may be prescribed by the Board of Directors or the Bylaws.

Section 7.  President

The President shall be the Chief Executive Officer of the Corporation and, if no
other  Chief  Operating  Officer is named,  the Chief  Operating  Officer of the
Corporation,  and,  subject  to the  control  of the Board of  Directors  or the
Chairman of the Board, the President shall have general  supervision,  direction
and control of the day-to-day  operations of the Corporation.  In the absence of
the Chairman of the Board, he shall preside at all meetings of the  shareholders
and  Board  of  Directors.  He may be a  regular  member  of one or  more of the
standing  committees (except the Audit Committee) and, in any event, he shall be
ex-officio a member of the Executive committee. He shall have the general powers
and  duties of  management  usually  vested in the  office of  President  of the
Corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors and the Bylaws.

Section 8.  Chief Operating Officer

The Chief  Operating  Officer shall possess the power and may perform the duties
of the  President  in his absence or  disability  and shall  perform  such other
duties as may be prescribed from time to time by the Board of Directors.

Section 9.  Vice Presidents

The Vice  Presidents  shall have such powers and  perform  such duties as may be
assigned to them by the Board of Directors or the  President.  In the absence or
disability of the President and the Chief Operating Officer,  the Vice President
designated by the Board or the  President  shall perform the duties and exercise
the powers of the President.
<PAGE>
Section 10.  Secretary

The  Secretary  shall  keep,  or  cause  to be kept,  a book of  minutes  at the
principal office or such other place as the Board of Directors may order, of all
meetings  of  directors  and  shareholders,  with the time and place of holding,
whether regular or special, and if special,  how authorized,  the notice thereof
given, the names of those present at directors'  meetings,  the number of shares
present or represented at shareholders' meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office or at the
office of the  Corporation's  transfer agent, a share  register,  or a duplicate
share register,  showing the names of the shareholders and their addresses;  the
number and classes of shares held by each;  the number and date of  certificates
issued  for  the  same,  and  the  number  and  date of  cancellation  of  every
certificate surrendered for cancellation.

The Secretary  shall give,  or cause to be given,  notice of all meetings of the
shareholders and of the Board of Directors required by the Bylaws or Bylaw to be
given;  he shall  keep the seal of the  Corporation  and affix  said seal to all
documents  requiring a seal,  and shall have such other  powers and perform such
other duties as may be prescribed by the Board of Directors or by the Bylaws.

Section 11.  Assistant Secretary

The  Assistant  Secretary  shall  have  the  same  rights,  duties,  powers  and
privileges as the Secretary and may act in his place and stead whenever the same
shall be necessary or desirable.

Section 12.  Treasurer

Unless the Board of Directors determines  otherwise,  the Treasurer shall be the
Chief  Financial  Officer of the  Corporation.  The Treasurer shall have general
custody  of all the  funds  and  securities  of the  Company  and  have  general
supervision of the collection and disbursement of funds of the Company. He shall
endorse on behalf of the  Company for  collection  of checks,  notes,  and other
obligations,  and shall  deposit  the same to the credit of the  Company in such
bank or banks or  depositories  as the Board of Directors may designate.  He may
sign,  with the President,  or such other person or persons as may be designated
for the purpose of the Board of  Directors,  all bills of exchange or promissory
notes of the  Company.  He shall enter or cause to be entered  regularly  in the
books of the Company full and accurate  account of all moneys  received and paid
by him on account of the  Company;  shall at all  reasonable  times  exhibit his
books and accounts to any Director of the Company upon application at the office
of the Company during business  hours;  and,  whenever  required by the Board of
Directors or the President,  shall render a statement of his accounts.  He shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or by the Bylaws.

Section 13.  Assistant Treasurer

The  Assistant  Treasurer  shall have all the same  rights,  duties,  powers and
privileges as the Treasurer and may act in his place and stead whenever the same
shall be necessary or desirable.
<PAGE>
Section 14.  General Counsel

The General  Counsel  shall advise and  represent  the Company  generally in all
legal matters and proceedings and shall act as counsel to the Board of Directors
and its Committees.  The General Counsel may sign and execute pleadings,  powers
of attorney  pertaining to legal matters,  and any other contracts and documents
in the regular course of his duties.

Section 15.  Assistant General Counsel

The Assistant General Counsel shall have all the same rights, duties, powers and
privileges  as the General  Counsel and may act in his place and stead  whenever
the same shall be necessary or desirable.

              ARTICLE V. CORPORATE RECORDS AND REPORTS - INSPECTION

Section 1.  Records

The Corporation shall maintain adequate and correct accounts,  books and records
of its business and  properties.  All such books,  records and accounts shall be
kept at its  principal  office  designated  by the Bylaws,  as from time to time
amended by the Board of Directors.

Section 2.  Inspection

All books and records  provided  for by the laws of the  jurisdictions  in which
this Corporation  maintains offices shall be open to inspection of the directors
and  shareholders  from time to time and in the manner  provided  by the laws of
said states, as made applicable to foreign  corporations keeping records in said
states.

                 ARTICLE VI. CERTIFICATES AND TRANSFER OF SHARES

Section 1.  Certificates for Shares

Certificates  for  shares  shall be of such  form  and  device  as the  Board of
Directors may  designate  and shall state:  the name of the record holder of the
shares represented thereby;  its number; date of issuance;  the number of shares
for which it is issued;  the par value,  if any, or a statement that such shares
are without par value;  a statement of liens or  restrictions  upon  transfer or
voting,  if any; if the shares be assessable,  or if assessments are collectible
by personal action, a plain statement of such facts.  Certificates for preferred
shares shall  contain,  or have  appended  thereto,  a statement  of  applicable
rights, privileges, preferences and restrictions.

Every certificate for shares must be signed by the Chief Executive  Officer,  or
by  the  President  or a Vice  President,  and by  the  Secretary  or  Assistant
Secretary, which signatures shall be affixed manually or by facsimile signatures
of such of the foregoing  officers as are required to execute such  certificates
in accordance with this paragraph. Before it becomes effective, each certificate
for shares  authenticated by the facsimile  signature shall be (i) countersigned
by a transfer agent or transfer clerk and registered by an incorporated  bank or
trust company,  either domestic or foreign, as a registrar of transfers, or (ii)
countersigned by a facsimile of the

<PAGE>

signature  of a  transfer  agent or  transfer  clerk and  registered  by written
signature by an incorporated bank or trust company,  either domestic or foreign,
as registrar of transfers.

Section 2.  Transfer on the Books

Upon surrender of the Secretary or Assistant  Secretary or 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  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

Section 3.  Lost or Destroyed Certificates

No certificate for shares of stock of this Corporation  shall be issued in place
of any  certificate  alleged to have been lost,  destroyed or mutilated,  except
upon such terms and conditions, including indemnification of the Corporation, as
the Board of Directors shall determine.

Section 4.  Transfer Agents and Registrars

The Board of  Directors  may  appoint  one or more  transfer  agents or transfer
clerks, and one or more registrars, which shall be an incorporated bank or trust
company,  either  domestic or foreign,  who shall be appointed at such times and
places as the  requirements  of the Corporation may necessitate and the Board of
Directors may designate.

Section 5.  Closing Stock Transfer Books

The Board of Directors may close the transfer  books at their  discretion  for a
period not exceeding thirty (30) days preceding any meeting,  annual or special,
of the  shareholders.  Upon declaration of a dividend,  the transfer books shall
not be closed but a record date will be set by the Board of Directors upon which
the  transfer  agent  will take a record  of all  shareholders  entitled  to the
dividend without actually closing the books for transfer of stock.

                           ARTICLE VII. CORPORATE SEAL

The corporate seal shall be circular in form,  and shall have inscribed  thereon
the name of the Corporation, its year of incorporation and the word DELAWARE.

                            ARTICLE VIII. AMENDMENTS

Section 1.  By Shareholders

The Bylaws may be repealed or amended or new Bylaws may be adopted at the annual
meeting or at a duly called special  meeting of the  shareholders,  by a vote of
shareholders  entitled  to  exercise  80% or more of the  voting  powers  of the
Corporation.

Section 2.  By Directors

The power to repeal and amend the Bylaws and adopt new Bylaws is hereby  granted
to the Board of Directors,  subject to the power of the  shareholders  to adopt,
amend or repeal such

<PAGE>

Bylaws or to revoke  this  delegation  of  authority  in the manner  provided in
Section 1 of this Article VIII.

Section 3.  Records of Amendments

Whenever an Amendment  or new Bylaws is adopted,  it shall be copied in the book
of Bylaws with the original  Bylaws,  in the appropriate  place. If any Bylaw is
repealed,  the fact of repeal  with the date of  meeting at which the repeal was
enacted or written consent was filed shall be stated in said book.

July 1, 1997