BY-LAWS

                                       OF

                        BEI MEDICAL SYSTEMS COMPANY, INC.

                      (as amended through January 29, 1999)





<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I             Offices..................................................1

         Section 1.        Registered Office...................................1

         Section 2.        Other Offices.......................................1

ARTICLE II            Corporate Seal...........................................1

         Section 3.        Corporate Seal......................................1

ARTICLE III           Stockholders' Meetings...................................1

         Section 4.        Place of Meetings...................................1

         Section 5.        Annual Meetings.....................................1

         Section 6.        Special Meetings....................................4

         Section 7.        Notice of Meetings..................................4

         Section 8.        Quorum..............................................5

         Section 9.        Adjournment and Notice of Adjourned Meetings........5

         Section 10.       Voting Rights.......................................5

         Section 11.       Beneficial Owners of Stock..........................6

         Section 12.       List of Stockholders................................6

         Section 13.       Action without Meeting..............................7

         Section 14.       Organization........................................7

ARTICLE IV            Directors................................................7

         Section 15.       Number and Term of Office...........................7

         Section 16.       Powers..............................................7

         Section 17.       Classes Of Directors................................8

         Section 18.       Vacancies...........................................8

         Section 19.       Resignation.........................................8

         Section 20.       Removal.............................................8

         Section 21.       Meetings............................................9

                  (a)      Annual Meetings.....................................9

                  (b)      Regular Meetings....................................9

                  (c)      Special Meetings....................................9

                  (d)      Telephone Meetings..................................9

                  (e)      Notice Of Meetings..................................9


                                       i.
<PAGE>

                                TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE

                  (f)      Waiver of Notice....................................9

         Section 22.       Quorum and Voting..................................10

         Section 23.       Action without Meeting.............................10

         Section 24.       Fees and Compensation..............................10

         Section 25.       Committees.........................................10

                  (a)      Executive Committee................................10

                  (b)      Other Committees...................................11

                  (c)      Term...............................................11

                  (d)      Meetings...........................................11

         Section 26.       Organization.......................................12

ARTICLE V             Officers................................................12

         Section 27.       Officers Designated................................12

         Section 28.       Tenure and Duties of Officers......................12

                  (a)      General............................................12

                  (b)      Duties of Chairman of the Board of Directors.......12

                  (c)      Duties of President................................13

                  (d)      Duties of Vice Presidents..........................13

                  (e)      Duties of Secretary................................13

                  (f)      Duties of Chief Financial Officer or Treasurer.....13

         Section 29.       Delegation of Authority............................13

         Section 30.       Resignations.......................................14

         Section 31.       Removal............................................14

ARTICLE VI            Execution Of Corporate Instruments And Voting Of 
                      Securities Owned By The Corporation.....................14

         Section 32.       Execution of Corporate Instruments.................14

         Section 33.       Voting of Securities Owned by the Corporation......15

ARTICLE VII           Shares Of Stock.........................................15

         Section 34.       Form and Execution of Certificates.................15

         Section 35.       Lost Certificates..................................15

         Section 36.       Transfers..........................................16


                                      ii.
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                                TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE

         Section 37.       Fixing Record Dates................................16

         Section 38.       Registered Stockholders............................16

ARTICLE VIII          Other Securities Of The Corporation.....................17

         Section 39.       Execution of Other Securities......................17

ARTICLE IX            Dividends...............................................17

         Section 40.       Declaration of Dividends...........................17

         Section 41.       Dividend Reserve...................................17

ARTICLE X             Fiscal Year.............................................18

         Section 42.       Fiscal Year........................................18

ARTICLE XI            Indemnification.........................................18

         Section 43.       Indemnification of Directors, Executive Officers, 
                           Other Officers, Employees And Other Agents.........18

                  (a)      Directors and Executive Officers...................18

                  (b)      Other Officers, Employees and Other Agents.........18

                  (c)      Expenses...........................................18

                  (d)      Enforcement........................................19

                  (e)      Non-Exclusivity Of Rights..........................19

                  (f)      Survival Of Rights.................................20

                  (g)      Insurance..........................................20

                  (h)      Amendments.........................................20

                  (i)      Saving Clause......................................20

                  (j)      Certain Definitions................................20

ARTICLE XII           Notices.................................................21

         Section 44.       Notices............................................21

                  (a)      Notice to Stockholders.............................21

                  (b)      Notice to Directors................................21

                  (c)      Address Unknown....................................21

                  (d)      Affidavit of Mailing...............................21

                  (e)      Time Notices Deemed Given..........................21

                  (f)      Methods of Notice..................................22


                                      iii.
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                                TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE

                  (g)      Failure to Receive Notice..........................22

                  (h)      Notice to Person with Whom Communication 
                           Is Unlawful........................................22

                  (i)      Notice to Person with Undeliverable Address........22

ARTICLE XIII          Amendments..............................................23

         Section 45.       Amendments.........................................23

ARTICLE XIV           Loans To Officers.......................................23

         Section 46.       Loans to Officers..................................23



                                      iv.
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                                     BY-LAWS

                                       OF

                        BEI MEDICAL SYSTEMS COMPANY, INC.

                            (a Delaware corporation)


                                    ARTICLE I

                                     OFFICES

     Section 1. Registered  Office.  The registered office of the corporation in
the State of Delaware shall be in the City of Dover,  County of Kent. (Del. Code
Ann., tit. 8, ss. 131)

     Section 2. Other Offices.  The corporation  shall also have and maintain an
office or  principal  place of business in San  Francisco,  California,  at such
place as may be fixed by the Board of  Directors,  and 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. (Del. Code Ann., tit. 8, ss. 122(8))

                                   ARTICLE II

                                 CORPORATE SEAL

     Section 3.  Corporate  Seal.  The  corporate  seal  shall  consist of a die
bearing  the  name  of  the   corporation   and  the   inscription,   "Corporate
Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE III

                             STOCKHOLDERS' MEETINGS

     Section  4.  Place  of  Meetings.  Meetings  of  the  stockholders  of  the
corporation  shall be held at such place,  either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors,  or,
if not so  designated,  then at the  office of the  corporation  required  to be
maintained pursuant to Section 2 hereof. (Del. Code Ann., tit. 8, ss. 211(a))

     Section 5. Annual Meetings.

     (a) The annual  meeting of the  stockholders  of the  corporation,  for the
purpose of election of  Directors  and for such other  business as may  lawfully
come before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors. Nominations of persons for election
to the Board of Directors of the  corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of


                                       1.
<PAGE>

stockholders:   (i)  pursuant  to  the   corporation's   notice  of  meeting  of
stockholders; (ii) by or at the direction of the Board of Directors; or (iii) by
any  stockholder of the  corporation who was a stockholder of record at the time
of giving of notice provided for in the following paragraph,  who is entitled to
vote at the meeting and who  complied  with the notice  procedures  set forth in
Section 5. (Del. Code Ann., tit. 8, ss. 211(b)).

     (b) At an annual meeting of the  stockholders,  only such business shall be
conducted  as  shall  have  been  properly  brought  before  the  meeting.   For
nominations or other business to be properly brought before an annual meeting by
a stockholder pursuant to Section 5(a) of these Bylaws, (i) the stockholder must
have given timely notice thereof in writing to the Secretary of the corporation,
(ii) such other  business must be a proper matter for  stockholder  action under
the  General  Corporation  Law of  Delaware,  (iii) if the  stockholder,  or the
beneficial  owner on whose behalf any such proposal or  nomination is made,  has
provided the corporation with a Solicitation  Notice (as defined in this Section
5(b)),  such  stockholder  or beneficial  owner must, in the case of a proposal,
have  delivered a proxy  statement  and form of proxy to holders of at least the
percentage of the  corporation's  voting shares required under applicable law to
carry any such proposal,  or, in the case of a nomination or  nominations,  have
delivered a proxy  statement and form of proxy to holders of a percentage of the
corporation's   voting  shares  reasonably   believed  by  such  stockholder  or
beneficial  owner to be sufficient to elect the nominee or nominees  proposed to
be nominated by such  stockholder,  and must,  in either case,  have included in
such  materials the  Solicitation  Notice,  and (iv) if no  Solicitation  Notice
relating  thereto  has  been  timely  provided  pursuant  to this  section,  the
stockholder or beneficial  owner  proposing such business or nomination must not
have  solicited a number of proxies  sufficient to have required the delivery of
such a Solicitation  Notice under this Section 5. To be timely,  a stockholder's
notice shall be delivered to the Secretary at the principal executive offices of
the corporation not later than the close of business on the ninetieth (90th) day
nor earlier than the close of business on the one hundred  twentieth (120th) day
prior to the first anniversary of the preceding year's annual meeting; provided,
however,  that in the event that the date of the annual meeting is advanced more
than  thirty  (30) days prior to or delayed by more than  thirty (30) days after
the  anniversary  of  the  preceding  year's  annual  meeting,   notice  by  the
stockholder  to be timely must be so  delivered  not  earlier  than the close of
business on the one hundred  twentieth  (120th) day prior to such annual meeting
and not later than the close of  business on the later of the  ninetieth  (90th)
day prior to such annual  meeting or the tenth (10th) day  following  the day on
which public announcement of the date of such meeting is first made. In no event
shall the public  announcement of an adjournment of an annual meeting commence a
new time period for the giving of a  stockholder's  notice as  described  above.
Such  stockholder's  notice  shall set  forth:  (A) as to each  person  whom the
stockholder  proposed to nominate for election or  reelection  as a director all
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange  Act of 1934,  as amended  (the "1934 Act") and Rule 14a-11  thereunder
(including  such person's  written consent to being named in the proxy statement
as a nominee  and to  serving  as a director  if  elected);  (B) as to any other
business  that the  stockholder  proposes to bring before the  meeting,  a brief
description  of the  business  desired to be brought  before  the  meeting,  the
reasons for conducting such business at the meeting and any material interest in
such business of such  stockholder  and the beneficial  owner,  if any, on whose
behalf the proposal is made; and (C) as to the stockholder


                                       2.
<PAGE>

giving  the  notice  and the  beneficial  owner,  if any,  on whose  behalf  the
nomination or proposal is made (i) the name and address of such stockholder,  as
they appear on the  corporation's  books, and of such beneficial owner, (ii) the
class and number of shares of the corporation  which are owned  beneficially and
of record by such  stockholder  and such  beneficial  owner,  and (iii)  whether
either such stockholder or beneficial owner intends to deliver a proxy statement
and form of proxy to  holders  of,  in the case of the  proposal,  at least  the
percentage of the  corporation's  voting shares required under applicable law to
carry the proposal or, in the case of a nomination or nominations,  a sufficient
number of holders of the  corporation's  voting  shares to elect such nominee or
nominees (an affirmative statement of such intent, a "Solicitation Notice").

     (c) Notwithstanding anything in the third sentence of Section 5(b) of these
Bylaws to the contrary,  in the event that the number of Directors to be elected
to the Board of Directors of the corporation is increased and there is no public
announcement  naming all of the nominees for Director or specifying  the size of
the increased  Board of Directors  made by the  corporation at least one hundred
(100)  days  prior to the  first  anniversary  of the  preceding  year's  annual
meeting,  a  stockholder's  notice  required  by this  Section  5 shall  also be
considered  timely,  but only with  respect to  nominees  for any new  positions
created by such  increase,  if it shall be  delivered  to the  Secretary  at the
principal  executive  offices  of the  corporation  not later  than the close of
business  on the  tenth  (10th)  day  following  the day on  which  such  public
announcement is first made by the corporation.

     (d) Only such persons who are nominated in accordance  with the  procedures
set forth in this  Section 5 shall be  eligible to serve as  Directors  and only
such business shall be conducted at a meeting of stockholders as shall have been
brought  before the meeting in accordance  with the procedures set forth in this
Section 5.  Except as  otherwise  provided by law,  the  Chairman of the meeting
shall have the power and duty to determine  whether a nomination or any business
proposed to be brought before the meeting was made, or proposed, as the case may
be, in  accordance  with the  procedures  set forth in these  Bylaws and, if any
proposed  nomination  or business is not in  compliance  with these  Bylaws,  to
declare that such  defective  proposal or nomination  shall not be presented for
stockholder action at the meeting and shall be disregarded.

     (e) Notwithstanding the foregoing provisions of this Section 5, in order to
include  information  with  respect  to a  stockholder  proposal  in  the  proxy
statement  and form of proxy  for a  stockholder's  meeting,  stockholders  must
provide notice as required by the  regulations  promulgated  under the 1934 Act.
Nothing in these Bylaws shall be deemed to affect any rights of  stockholders to
request  inclusion of proposals in the corporation  proxy statement  pursuant to
Rule 14a-8 under the 1934 Act.

     (f) For  purposes  of this  Section  5,  "public  announcement"  shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the 1934 Act.



                                       3.
<PAGE>

     Section 6. Special Meetings.

     (a) Special  meetings of the stockholders of the corporation may be called,
for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii)
the Chief  Executive  Officer,  or (iii) the Board of  Directors  pursuant  to a
resolution  adopted by a majority of the total  number of  authorized  directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any such  resolution  is presented  to the Board) of  Directors  for
adoption) and shall be held at such place, on such date, and at such time as the
Board of Directors shall fix.

     (b) If a special  meeting is properly called by any person or persons other
than the Board of  Directors,  the request shall be in writing,  specifying  the
general nature of the business proposed to be transacted, and shall be delivered
personally  or sent by  registered  mail or by  telegraphic  or other  facsimile
transmission  to the  Chairman of the Board of  Directors,  the Chief  Executive
Officer,  or the Secretary of the corporation.  No business may be transacted at
such special  meeting  otherwise  than  specified  in such notice.  The Board of
Directors  shall  determine  the time and place of such special  meeting,  which
shall be held not less than  thirty-five  (35) nor more than one hundred  twenty
(120) days after the date of the receipt of the request.  Upon  determination of
the time and place of the meeting, the officer receiving the request shall cause
notice to be given to the stockholders  entitled to vote, in accordance with the
provisions of Section 7 of these  Bylaws.  If the notice is not given within one
hundred  (100) days  after the  receipt  of the  request,  the person or persons
properly  requesting  the  meeting may set the time and place of the meeting and
give the notice.  Nothing  contained in this paragraph (b) shall be construed as
limiting, fixing, or affecting the time when a meeting of stockholders called by
action of the Board of Directors may be held.

     (c)  Nominations  of persons for election to the Board of Directors  may be
made at a special  meeting of  stockholders at which Directors are to be elected
pursuant to the  corporation's  notice of meeting (i) by or at the  direction of
the Board of Directors or (ii) by any  stockholder of the  corporation  who is a
stockholder of record at the time of giving notice  provided for in these Bylaws
who shall be entitled to vote at the  meeting and who  complies  with the notice
procedures set forth in this Section 6(c). In the event the corporation  calls a
special  meeting  of  stockholders  for  the  purpose  of  electing  one or more
Directors to the Board of Directors,  any such stockholder may nominate a person
or persons (as the case may be), for election to such  position(s)  as specified
in the corporation's  notice of meeting, if the stockholder's notice required by
Section  5(b) of  these  Bylaws  shall  be  delivered  to the  Secretary  at the
principal  executive  offices of the  corporation  not earlier than the close of
business on the one hundred  twentieth (120th) day prior to such special meeting
and not later than the close of  business on the later of the  ninetieth  (90th)
day prior to such  meeting or the tenth  (10th) day  following  the day on which
public  announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event  shall the public  announcement  of an  adjournment  of a special  meeting
commence a new time period for the giving of a stockholder's notice as described
above.

     Section 7. Notice of Meetings.  Except as otherwise  provided by law or the
Certificate of  Incorporation,  written  notice of each meeting of  stockholders
shall be given not less than ten (10) nor more than sixty  (60) days  before the
date of the meeting to each


                                       4.
<PAGE>

stockholder entitled to vote at such meeting,  such notice to specify the place,
date and hour and purpose or purposes of the meeting.  Notice of the time, place
and purpose of any meeting of stockholders  may be waived in writing,  signed by
the person entitled to notice thereof,  either before or after such meeting, and
will be waived by any  stockholder  by his  attendance  thereat  in person or by
proxy,  except when the stockholder attends a meeting for the express purpose of
objecting,  at the beginning of the meeting,  to the transaction of any business
because the meeting is not  lawfully  called or  convened.  Any  stockholder  so
waiving  notice of such meeting  shall be bound by the  proceedings  of any such
meeting in all  respects as if due notice  thereof had been  given.  (Del.  Code
Ann., tit. 8, ss.ss. 222, 229)

     Section 8. Quorum. At all meetings of stockholders,  except where otherwise
provided by statute or by the Certificate of Incorporation,  or by these Bylaws,
the  presence,  in person  or by proxy  duly  authorized,  of the  holders  of a
majority of the outstanding  shares of stock entitled to vote shall constitute a
quorum for the transaction of business.  Any shares, the voting of which at said
meeting has been  enjoined,  or which for any reason cannot be lawfully voted at
such meeting, shall not be counted to determine a quorum at such meeting. In the
absence of a quorum any meeting of stockholders  may be adjourned,  from time to
time,  either by the  chairman  of the  meeting  or by vote of the  holders of a
majority  of the shares  represented  thereat,  but no other  business  shall be
transacted  at such  meeting.  The  stockholders  present  at a duly  called  or
convened  meeting,  at which a quorum  is  present,  may  continue  to  transact
business   until   adjournment,   notwithstanding   the   withdrawal  of  enough
stockholders to leave less than a quorum.  Except as otherwise  provided by law,
the  Certificate  of  Incorporation  or these  Bylaws,  all action  taken by the
holders of a majority of the voting power  represented at any meeting at which a
quorum is present  shall be valid and binding  upon the  corporation;  provided,
however,  that  Directors  shall be elected by a  plurality  of the votes of the
shares  present in person or represented by proxy at the meeting and entitled to
vote on the election of  Directors.  Where a separate vote by a class or classes
is  required,  a majority  of the  outstanding  shares of such class or classes,
present in person or represented by proxy, shall constitute a quorum entitled to
take action with respect to that vote on that matter and the affirmative vote of
the majority (plurality,  in the case of the election of Directors) of shares of
such class or classes  present in person or  represented by proxy at the meeting
shall be the act of such class. (Del. Code Ann., tit. 8, ss. 216)

     Section 9.  Adjournment  and Notice of Adjourned  Meetings.  Any meeting of
stockholders,  whether  annual or special,  may be  adjourned  from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
represented  thereat.  When a meeting is  adjourned  to  another  time or place,
notice need not be given of the adjourned  meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken. At the adjourned
meeting  the  corporation  may  transact  any  business  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.  (Del. Code Ann., tit. 8,
ss. 222(c))

     Section  10.  Voting  Rights.   For  the  purpose  of   determining   those
stockholders  entitled  to vote at any  meeting of the  stockholders,  except as
otherwise provided by law, only persons in whose names shares stand on the stock
records of the  corporation  on the record  date, 


                                       5.
<PAGE>

as  provided  in Section 12 of these  Bylaws,  shall be  entitled to vote at any
meeting of stockholders.  Except as may be otherwise provided in the Certificate
of Incorporation or these Bylaws, each stockholder shall be entitled to one vote
for each share of capital stock held by such stockholder.  Every person entitled
to vote or execute consents shall have the right to do so either in person or by
an agent or agents  authorized by a written proxy executed by such person or his
duly  authorized  agent,  which  proxy shall be filed with the  Secretary  at or
before the meeting at which it is to be used. An agent so appointed  need not be
a  stockholder.  No proxy  shall be voted after three (3) years from its date of
creation  unless  the proxy  provides  for a longer  period.  All  elections  of
Directors  shall  be  by  written  ballot,  unless  otherwise  provided  in  the
Certificate of Incorporation. (Del. Code Ann., tit. 8, ss.ss. 211(e), 212(b))

     Section 11.  Beneficial  Owners of Stock. (a) If shares or other securities
having  voting  power  stand of record in the names of two (2) or more  persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety,  or  otherwise,  or if two (2) or more persons have the
same fiduciary relationship  respecting the same shares, unless the Secretary is
given  written  notice  to the  contrary  and is  furnished  with a copy  of the
instrument or order appointing them or creating the  relationship  wherein it is
so provided,  their acts with respect to voting shall have the following effect:
(a) if only one (1) votes,  his act binds  all;  (b) if more than one (1) votes,
the act of the majority so voting binds all; (c) if more than one (1) votes, but
the vote is evenly  split on any  particular  matter,  each faction may vote the
securities  in question  proportionally,  or may apply to the Delaware  Court of
Chancery  for relief as  provided in the General  Corporation  Law of  Delaware,
Section 217(b).  If the instrument  filed with the Secretary shows that any such
tenancy is held in unequal  interests,  a majority or even-split for the purpose
of this subsection (c) shall be a majority or even-split in interest. (Del. Code
Ann., tit. 8, ss. 217(b))

     (b) Persons holding stock in a fiduciary capacity shall be entitled to vote
the shares so held.  Persons  whose stock is pledged  shall be entitled to vote,
unless in the  transfer  by the pledgor on the books of the  corporation  he has
expressly empowered the pledgee to vote thereon, in which case only the pledgee,
or his proxy,  may represent such stock and vote thereon.  (Del. Code Ann., tit.
8, ss. 217(a)).

     Section 12. List of Stockholders.  The Secretary shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders  entitled to vote at said meeting,  arranged in alphabetical order,
showing the address of each  stockholder and the number of shares  registered in
the name of each stockholder.  Such list shall be open to the examination of any
stockholder,  for any purpose germane to the meeting,  during ordinary  business
hours, for a period of at least ten (10) days prior to the meeting,  either at a
place  within the city where the  meeting is to be held,  which  place  shall be
specified in the notice of the meeting, or, if not specified, at the place where
the meeting is to be held.  The list shall be produced  and kept at the time and
place of meeting  during the whole time  thereof,  and may be  inspected  by any
stockholder who is present. (Del. Code Ann., tit. 8, ss. 219(a))



                                       6.
<PAGE>

     Section 13. Action without Meeting.

     (a) No  action  shall be taken by the  stockholders  except at an annual or
special meeting of stockholders  called in accordance with these Bylaws,  and no
action shall be taken by the stockholders by written consent.

     Section  14.  Organization.  (a) At  every  meeting  of  stockholders,  the
Chairman of the Board of Directors,  or, if a Chairman has not been appointed or
is absent,  the President,  or, if the President is absent, the most senior Vice
President  present,  or in the  absence of any such  officer,  a chairman of the
meeting chosen by a majority in interest of the  stockholders  entitled to vote,
present in person or by proxy, shall act as chairman. The Secretary,  or, in his
absence, an Assistant Secretary directed to do so by the President, shall act as
secretary of the meeting.

     (b) The Board of  Directors  of the  corporation  shall be entitled to make
such rules or  regulations  for the conduct of meetings  of  stockholders  as it
shall  deem  necessary,  appropriate  or  convenient.  Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the  judgment of such  chairman,  are  necessary,
appropriate  or  convenient  for the proper  conduct of the meeting,  including,
without limitation, establishing an agenda or order of business for the meeting,
rules and  procedures  for  maintaining  order at the  meeting and the safety of
those present,  limitations on  participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted proxies, and
such other persons as the chairman  shall permit,  restrictions  on entry to the
meeting after the time fixed for the  commencement  thereof,  limitations on the
time  allotted to questions or comments by  participants  and  regulation of the
opening and closing of the polls for  balloting on matters which are to be voted
on by ballot.  Unless, and to the extent determined by the Board of Directors or
the chairman of the meeting,  meetings of stockholders  shall not be required to
be held in accordance with rules of parliamentary procedure.

                                   ARTICLE IV

                                    DIRECTORS

     Section 15. Number and Term of Office.  The authorized  number of directors
of the  corporation  shall be fixed from time to time by the Board of  Directors
either by a resolution  or a bylaw duly adopted by the Board of  Directors.  The
number of directors  presently  authorized is eight (8).  Directors  need not be
stockholders unless so required by the Certificate of Incorporation.  If for any
cause, the Directors shall not have been elected at an annual meeting,  they may
be  elected  as soon  thereafter  as  convenient  at a  special  meeting  of the
stockholders  called for that purpose in the manner provided in these Bylaws. No
reduction  of the  authorized  number  of  Directors  shall  have the  effect of
removing any Director before the Director's term of office expires,  unless such
removal is made  pursuant to the  provisions  of Section 20 hereof.  (Del.  Code
Ann., tit. 8, ss.ss. 141(b), 211(b), (c))

     Section 16. Powers.  The powers of the corporation shall be exercised,  its
business conducted and its property controlled by the Board of Directors, except
as may be otherwise  provided by statute or by the Certificate of  Incorporation
(Del. Code Ann., tit. 8, ss. 141(a))



                                       7.
<PAGE>

     Section 17.  Classes Of Directors.  Subject to the rights of the holders of
any series of Preferred  Stock to elect  additional  directors  under  specified
circumstances,  the directors shall be divided into three classes  designated as
Class I, Class II and Class III,  respectively,  and the number of  directors in
each class shall be as nearly equal as possible. Each director shall serve for a
term ending on the date of the third annual  meeting of  stockholders  following
the annual meeting at which the director was elected;  provided,  however,  that
each initial  director in Class I shall hold office until the annual  meeting of
stockholders  in 1990;  and each initial  director in Class II shall hold office
until the annual meeting of stockholders  in 1991; and each initial  director in
Class III shall hold office until the annual meeting of stockholders in 1992. At
each succeeding annual meeting of stockholders, directors shall be elected for a
full term of three  years to succeed  the  directors  of the class  whose  terms
expire at such annual meeting.

     Notwithstanding  the foregoing  provisions  of this Section,  each director
shall serve until his  successor  is duly  elected  and  qualified  or until his
death, resignation or removal.

     Section 18.  Vacancies.  Unless  otherwise  provided in the  Certificate of
Incorporation,  any  vacancies on the Board of Directors  resulting  from death,
resignation,  disqualification,  removal or other  causes and any newly  created
directorships  resulting  from any  increase in the number of  directors,  shall
unless the Board of Directors  determines by resolution  that any such vacancies
or newly created  directorships shall be filled by stockholders,  be filled only
by the  affirmative  vote of a majority of the  directors  then in office,  even
though less than a quorum of the Board of  Directors.  Any  director  elected in
accordance  with the preceding  sentence  shall hold office for the remainder of
the full  term of the  class of  directors  in which  the new  directorship  was
created or the vacancy  occurred and until such director's  successor shall have
been elected and qualified.  A vacancy in the Board of Directors shall be deemed
to exist under this Bylaw in the case of the death,  removal or  resignation  of
any director. (Del. Code Ann., tit. 8, ss. 223(a), (b))

     Section 19. Resignation.  Any director may resign at any time by delivering
his written resignation to the Secretary, such resignation to specify whether it
will be effective at a particular  time, upon receipt by the Secretary or at the
pleasure of the Board of Directors.  If no such  specification is made, it shall
be deemed effective at the pleasure of the Board of Directors.  When one or more
Directors shall resign from the Board of Directors,  effective at a future date,
a  majority  of the  Directors  then in  office,  including  those  who  have so
resigned,  shall have power to fill such vacancy or vacancies,  the vote thereon
to take effect when such resignation or resignations shall become effective, and
each Director so chosen shall hold office for the unexpired  portion of the term
of the Director whose place shall be vacated and until his successor  shall have
been duly elected and qualified. (Del. Code Ann., tit. 8, ss.ss. 141(b), 223(d))

     Section 20. Removal.  Subject to the rights of the holders of any series of
Preferred  Stock,  no director shall be removed  without  cause.  Subject to any
limitations  imposed by law, the Board of Directors or any  individual  director
may be removed from office at any time with cause by the affirmative vote of the
holders of eighty percent (80%) of the voting power of all the  then-outstanding
shares of voting  stock of the  corporation,  entitled to vote at an election of
directors (the "Voting Stock").



                                       8.
<PAGE>

     Section 21. Meetings.

     (a) Annual Meetings.  The annual meeting of the Board of Directors shall be
held immediately after the annual meeting of stockholders and at the place where
such meeting is held.  No notice of an annual  meeting of the Board of Directors
shall be necessary  and such  meeting  shall be held for the purpose of electing
officers and transacting such other business as may lawfully come before it.

     (b) Regular Meetings.  Except as hereinafter  otherwise  provided,  regular
meetings  of  the  Board  of  Directors  shall  be  held  in the  office  of the
corporation  required  to be  maintained  pursuant  to Section 2 hereof.  Unless
otherwise  restricted by the Certificate of  Incorporation,  regular meetings of
the Board of Directors may also be held at any place within or without the State
of Delaware  which has been  determined  by the Board of Directors.  (Del.  Code
Ann., tit. 8, ss. 141(g))

     (c) Special  Meetings.  Unless  otherwise  restricted by the Certificate of
Incorporation,  special  meetings of the Board of  Directors  may be held at any
time and place  within or without the State of Delaware  whenever  called by the
President or a majority of the Directors. (Del. Code Ann., tit. 8, ss. 141(g))

     (d) Telephone  Meetings.  Any member of the Board of  Directors,  or of any
committee thereof, may participate in a meeting by means of conference telephone
or similar communications  equipment by means of which all persons participating
in the meeting can hear each other, and participation in a meeting by such means
shall  constitute  presence in person at such meeting.  (Del. Code Ann., tit. 8,
ss. 141(i))

     (e)  Notice  Of  Meetings.  Notice  of the  time and  place of all  special
meetings of the Board of Directors shall be orally or in writing,  by telephone,
facsimile,   telegraph  or  telex,   during  normal  business  hours,  at  least
twenty-four  (24)  hours  before  the date and time of the  meeting,  or sent in
writing to each director by first class mail,  charges  prepaid,  at least three
(3) days before the date of the meeting.  Notice of any meeting may be waived in
writing  at any time  before  or after  the  meeting  and will be  waived by any
director by attendance thereat, except when the director attends the meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened. (Del. Code Ann., tit. 8, ss. 229)

     (f) Waiver of Notice. The transaction of all business at any meeting of the
Board of Directors,  or any committee  thereof,  however  called or noticed,  or
wherever  held,  shall be as valid as though  had at a meeting  duly held  after
regular call and notice,  if a quorum is present and if,  either before or after
the meeting, each of the Directors not present signs a written waiver of notice,
or a consent to holding  such  meeting,  or an approval of the minutes  thereof.
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 any  written
waiver  of  notice  or  consent  unless  so  required  by  the   Certificate  of
Incorporation or these Bylaws. All such waivers,  consents or approvals shall be
filed with the  corporate  records or made a part of the minutes of the meeting.
(Del. Code Ann., tit. 8, ss. 229)



                                       9.
<PAGE>

     Section 22. Quorum and Voting.

     (a) Unless the Certificate of  Incorporation  requires a greater number and
except  with  respect to  indemnification  questions  arising  under  Section 43
hereof,  for which a quorum  shall be one-third of the exact number of Directors
fixed from time to time in accordance with Section 15 hereof,  but not less than
one (1), a quorum of the Board of Directors  shall  consist of a majority of the
exact number of Directors  fixed from time to time in accordance with Section 15
of these Bylaws,  but not less than one (1); provided,  however,  at any meeting
whether a quorum be present or otherwise,  a majority of the  Directors  present
may adjourn from time to time until the time fixed for the next regular  meeting
of the Board of  Directors,  without  notice other than by  announcement  at the
meeting. (Del. Code Ann., tit. 8, ss. 141(b))

     (b) At each  meeting of the Board of Directors at which a quorum is present
all  questions  and business  shall be determined by a vote of a majority of the
Directors  present,  unless a different vote be required by law, the Certificate
of Incorporation or these Bylaws. (Del. Code Ann., tit. 8, ss. 141(b))

     Section 23. Action  without  Meeting.  Unless  otherwise  restricted by the
Certificate of Incorporation  or these Bylaws,  any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken  without a meeting,  if all  members of the Board of  Directors  or
committee,  as the case may be, consent thereto in writing,  and such writing or
writings are filed with the minutes of  proceedings of the Board of Directors or
committee. (Del. Code Ann., tit. 8, ss. 141(f))

     Section  24.  Fees and  Compensation.  Directors  shall be entitled to such
compensation  for their  services as may be approved by the Board of  Directors,
including,  if so approved, by resolution of the Board of Directors, a fixed sum
and expenses of  attendance,  if any, for  attendance at each regular or special
meeting of the Board of Directors and at any meeting of a committee of the Board
of  Directors.  Nothing  herein  contained  shall be  construed  to preclude any
Director  from  serving  the  corporation  in any other  capacity as an officer,
agent, employee, or otherwise and receiving  compensation  therefor.  (Del. Code
Ann., tit. 8, ss. 141(h))

     Section 25. Committees.

     (a) Executive Committee. The Board of Directors may by resolution passed by
a majority of the whole Board of  Directors  appoint an  Executive  Committee to
consist of one (1) or more  members  of the Board of  Directors.  The  Executive
Committee,  to the extent permitted by law and provided in the resolution of the
Board of Directors  shall have and may exercise all the powers and  authority of
the Board of  Directors  in the  management  of the  business and affairs of the
corporation,  including  without  limitation the power or authority to declare a
dividend,  to  authorize  the  issuance of stock and to adopt a  certificate  of
ownership  and  merger,  and may  authorize  the seal of the  corporation  to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference  to amending the  Certificate  of  Incorporation
(except that a committee  may, to the extent  authorized  in the  resolution  or
resolutions  providing  for the issuance of shares of stock adopted by the Board
of Directors fix the  designations  and any of the preferences or rights of such
shares  relating to dividends,  redemption,  dissolution,  any  distribution  of
assets of the corporation or the conversion 


                                      10.
<PAGE>

into,  or the exchange of such shares for,  shares of any other class or classes
or any other  series of the same or any other  class or  classes of stock of the
corporation  or fix the number of shares of any series of stock or authorize the
increase or  decrease of the shares of any  series),  adopting an  agreement  of
merger or  consolidation,  recommending to the  stockholders  the sale, lease or
exchange of all or substantially all of the  corporation's  property and assets,
recommending  to  the  stockholders  a  dissolution  of  the  corporation  or  a
revocation of a dissolution,  or amending the bylaws of the  corporation.  (Del.
Code Ann., tit. 8, ss. 141(c))

     (b) Other Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board of  Directors,  from time to time appoint such other
committees  as may be permitted by law. Such other  committees  appointed by the
Board of  Directors  shall  consist  of one (1) or more  members of the Board of
Directors,  and  shall  have  such  powers  and  perform  such  duties as may be
prescribed by the resolution or resolutions creating such committees,  but in no
event shall such committee have the powers denied to the Executive  Committee in
these Bylaws. (Del. Code Ann., tit. 8, ss. 141(c))

     (c) Term.  The members of all  committees  of the Board of Directors  shall
serve a one (1) year term. The Board of Directors,  subject to the provisions of
subsections  (a) or (b) of this Section 25, may at any time increase or decrease
the number of members of a committee or terminate  the existence of a committee.
The membership of a committee member shall terminate on the date of his death or
voluntary  resignation  from the committee or from the Board of  Directors.  The
Board  of  Directors  may at any  time  for any  reason  remove  any  individual
committee  member  and the Board of  Directors  may fill any  committee  vacancy
created by death,  resignation,  removal or increase in the number of members of
the  committee.  The Board of Directors may  designate one or more  Directors as
alternate  members of any committee,  who may replace any absent or disqualified
member at any  meeting of the  committee,  and, in  addition,  in the absence or
disqualification  of any member of a  committee,  the member or members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or  disqualified
member. (Del. Code Ann., tit. 8, ss.141(c))

     (d)  Meetings.  Unless  the Board of  Directors  shall  otherwise  provide,
regular  meetings of the Executive  Committee or any other  committee  appointed
pursuant  to this  Section  25 shall be held at such  times  and  places  as are
determined by the Board of Directors, or by any such committee,  and when notice
thereof has been given to each member of such  committee,  no further  notice of
such regular  meetings need be given  thereafter.  Special  meetings of any such
committee may be held at any place which has been  determined  from time to time
by such  committee,  and may be called by any  Director  who is a member of such
committee,  upon written notice to the members of such committee of the time and
place of such  special  meeting  given in the manner  provided for the giving of
written  notice to  members of the Board of  Directors  of the time and place of
special meetings of the Board of Directors. Notice of any special meeting of any
committee  may be waived in writing at any time  before or after the meeting and
will be waived by any Director by attendance  thereat,  except when the Director
attends  such  special  meeting for the  express  purpose of  objecting,  at the
beginning of the meeting, to the transaction of any business because the meeting
is not  lawfully  called or  


                                      11.
<PAGE>

convened.  A majority of the authorized  number of members of any such committee
shall  constitute a quorum for the  transaction  of  business,  and the act of a
majority of those  present at any meeting at which a quorum is present  shall be
the act of such committee. (Del. Code Ann., tit. 8, ss.ss. 141(c), 229)

     Section 26. Organization.  At every meeting of the Directors,  the Chairman
of the  Board of  Directors,  or, if a  Chairman  has not been  appointed  or is
absent,  the  President,  or if the  President  is absent,  the most senior Vice
President,  or, in the  absence of any such  officer,  a chairman of the meeting
chosen by a majority of the Directors  present,  shall preside over the meeting.
The Secretary,  or in his absence,  an Assistant  Secretary directed to do so by
the President, shall act as secretary of the meeting.

                                   ARTICLE V

                                    OFFICERS

     Section 27. Officers  Designated.  The officers of the corporation shall be
the  Chairman  of the  Board  of  Directors,  the  President,  one or more  Vice
Presidents,  the Secretary and the Chief Financial Officer or Treasurer,  all of
whom  shall be  elected  at the  annual  organizational  meeting of the Board of
Directors.  The order of the  seniority of the Vice  Presidents  shall be in the
order  of  their  nomination,  unless  otherwise  determined  by  the  Board  of
Directors.  The  Board of  Directors  may  also  appoint  one or more  Assistant
Secretaries,  Assistant Treasurers, and such other officers and agents with such
powers and duties as it shall deem necessary.  The Board of Directors may assign
such  additional  titles  to one  or  more  of the  officers  as it  shall  deem
appropriate. Any one person may hold any number of offices of the corporation at
any one time unless specifically  prohibited  therefrom by law. The salaries and
other  compensation of the officers of the  corporation  shall be fixed by or in
the manner designated by the Board of Directors. (Del. Code Ann., tit. 8, ss.ss.
122(5), 142(a), (b))

     Section 28. Tenure and Duties of Officers.

     (a) General. All officers shall hold office at the pleasure of the Board of
Directors and until their successors shall have been duly elected and qualified,
unless  sooner  removed.  Any  officer  elected  or  appointed  by the  Board of
Directors may be removed at any time by the Board of Directors. If the office of
any  officer  becomes  vacant for any  reason,  the vacancy may be filled by the
Board of Directors. (Del. Code Ann., tit. 8, ss. 141(b), (e))

     (b) Duties of Chairman of the Board of Directors. The Chairman of the Board
of  Directors,  if appointed  and present,  shall preside at all meetings of the
stockholders and the Board of Directors.  The Chairman of the Board of Directors
shall  perform  other  duties  commonly  incident  to his  office and shall also
perform  such other  duties and have such other powers as the Board of Directors
shall  designate from time to time. If there is no President,  then the Chairman
of the Board of Directors shall also serve as the Chief Executive Officer of the
corporation and shall have the powers and duties  prescribed in paragraph (c) of
this Section 28. (Del. Code Ann., tit. 8, ss. 142(a))



                                      12.
<PAGE>

     (c) Duties of President. The President shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors,  unless the Chairman
of the Board of Directors has been appointed and is present. The President shall
be the Chief  Executive  Officer of the  corporation  and shall,  subject to the
control of the Board of  Directors,  have  general  supervision,  direction  and
control of the business and officers of the  corporation.  The  President  shall
perform other duties commonly incident to his office and shall also perform such
other  duties  and have  such  other  powers  as the  Board of  Directors  shall
designate from time to time. (Del. Code Ann., tit. 8, ss. 142(a))

     (d) Duties of Vice Presidents.  The Vice Presidents,  in the order of their
seniority,  may assume and perform the duties of the President in the absence or
disability of the  President or whenever the office of President is vacant.  The
Vice Presidents shall perform other duties commonly incident to their office and
shall also  perform such other duties and have such other powers as the Board of
Directors or the President shall  designate from time to time.  (Del. Code Ann.,
tit. 8, ss. 142(a))

     (e) Duties of  Secretary.  The  Secretary  shall attend all meetings of the
stockholders  and of the  Board of  Directors,  and  shall  record  all acts and
proceedings  thereof in the minute book of the  corporation.  The  Secretary may
give notice in conformity with these Bylaws of all meetings of the stockholders,
and of all  meetings  of the  Board  of  Directors  and  any  committee  thereof
requiring  notice.  The  Secretary  shall  perform all other duties given him in
these  Bylaws and other  duties  commonly  incident to his office and shall also
perform  such other  duties and have such other powers as the Board of Directors
shall  designate  from time to time.  The  President  may direct  any  Assistant
Secretary  to assume and perform the duties of the  Secretary  in the absence or
disability of the Secretary,  and each Assistant  Secretary  shall perform other
duties commonly  incident to his office and shall also perform such other duties
and have such other  powers as the Board of  Directors  or the  President  shall
designate from time to time. (Del. Code Ann., tit. 8, ss. 142(a))

     (f) Duties of Chief  Financial  Officer or Treasurer.  The Chief  Financial
Officer or Treasurer  shall keep or cause to be kept the books of account of the
corporation in a thorough and proper manner,  and shall render statements of the
financial  affairs of the  corporation  in such form and as often as required by
the  Board of  Directors  or the  President.  The  Chief  Financial  Officer  or
Treasurer,  subject  to the  order of the  Board of  Directors,  shall  have the
custody of all funds and  securities  of the  corporation.  The Chief  Financial
Officer or Treasurer shall perform other duties commonly  incident to his office
and shall also perform such other duties and have such other powers as the Board
of Directors or the President  shall  designate from time to time. The President
may direct any Assistant Treasurer to assume and perform the duties of the Chief
Financial  Officer  or  Treasurer  in the  absence  or  disability  of the Chief
Financial Officer or Treasurer, and each Assistant Treasurer shall perform other
duties commonly  incident to his office and shall also perform such other duties
and have such other  powers as the Board of  Directors  or the  President  shall
designate from time to time. (Del. Code Ann., tit. 8, ss. 142(a))

     Section 29.  Delegation of Authority.  The Board of Directors may from time
to time  delegate  the powers or duties of any  officer to any other  officer or
agent, notwithstanding any provision hereof.



                                      13.
<PAGE>

     Section  30.  Resignations.  Any  officer  may resign at any time by giving
written  notice  to  the  Board  of  Directors  or to  the  President  or to the
Secretary.  Any such resignation  shall be effective when received by the person
or  persons  to whom  such  notice is given,  unless a later  time is  specified
therein,  in which event the  resignation  shall become  effective at such later
time.  Unless  otherwise  specified in such notice,  the  acceptance of any such
resignation  shall not be necessary to make it effective.  Any resignation shall
be  without  prejudice  to the  rights,  if any,  of the  corporation  under any
contract with the resigning officer. (Del. Code Ann., tit. 8, ss. 142(b))

     Section 31.  Removal.  Any officer may be removed  from office at any time,
either with or without  cause,  by the vote or written  consent of a majority of
the Directors in office at the time,  or by any  committee or superior  officers
upon  whom  such  power of  removal  may have  been  conferred  by the  Board of
Directors.

                                   ARTICLE VI

    EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE
                                  CORPORATION

     Section 32. Execution of Corporate Instruments. The Board of Directors may,
in its discretion,  determine the method and designate the signatory  officer or
officers,  or other person or persons,  to execute on behalf of the  corporation
any corporate  instrument or document,  or to sign on behalf of the  corporation
the corporate name without  limitation,  or to enter into contracts on behalf of
the  corporation,  except where otherwise  provided by law or these Bylaws,  and
such execution or signature  shall be binding upon the  corporation.  (Del. Code
Ann., tit. 8, ss.ss. 103(a), 142(a), 158)

     Unless  otherwise  specifically  determined  by the Board of  Directors  or
otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or
documents  requiring the corporate  seal,  and  certificates  of shares of stock
owned by the corporation,  shall be executed, signed or endorsed by the Chairman
of the Board of Directors,  or the President or any Vice  President,  and by the
Secretary or Chief Financial Officer or Treasurer or any Assistant  Secretary or
Assistant Treasurer. All other instruments and documents requiring the corporate
signature, but not requiring the corporate seal, may be executed as aforesaid or
in such other manner as may be directed by the Board of  Directors.  (Del.  Code
Ann., tit. 8, ss.ss. 103(a), 142(a), 158)

     All checks and drafts drawn on banks or other  depositaries on funds to the
credit of the  corporation or in special  accounts of the  corporation  shall be
signed by such person or persons as the Board of Directors shall authorize so to
do.

     Unless  authorized  or  ratified  by the Board of  Directors  or within the
agency power of an officer,  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 for any purpose or for any amount.  (Del. Code
Ann., tit. 8, ss.ss. 103(a), 142(a), 158).



                                      14.
<PAGE>

     Section 33. Voting of Securities  Owned by the  Corporation.  All stock and
other  securities of other  corporations  owned or held by the  corporation  for
itself,  or for other parties in any capacity,  shall be voted,  and all proxies
with respect  thereto  shall be executed,  by the person  authorized so to do by
resolution of the Board of Directors,  or, in the absence of such authorization,
by the Chairman of the Board of Directors, the President, or any Vice President.
(Del. Code Ann., tit. 8, ss. 123)

                                  ARTICLE VII

                                 SHARES OF STOCK

     Section 34. Form and Execution of Certificates. Certificates for the shares
of stock of the  corporation  shall be in such  form as is  consistent  with the
Certificate of  Incorporation  and applicable  law. Every holder of stock in the
corporation shall be entitled to have a certificate  signed by or in the name of
the  corporation by the Chairman of the Board of Directors,  or the President or
any Vice President and by the Treasurer or Assistant  Treasurer or the Secretary
or  Assistant  Secretary,  certifying  the number of shares  owned by him in the
corporation.  Where such  certificate is countersigned by a transfer agent other
than  the  corporation  or  its  employee,  or by a  registrar  other  than  the
corporation or its employee,  any other  signature on the  certificate  may be a
facsimile.  In case any officer,  transfer agent, or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such officer,  transfer  agent,  or registrar  before such  certificate is
issued,  it may be  issued  with the same  effect  as if he were  such  officer,
transfer agent, or registrar at the date of issue.  Each certificate shall state
upon the face or back thereof,  in full or in summary,  all of the designations,
preferences,  limitations,  restrictions  on transfer and relative rights of the
shares  authorized to be issued.  Within a reasonable time after the issuance or
transfer of  uncertificated  stock, the corporation shall send to the registered
owner thereof a written  notice  containing the  information  required to be set
forth or stated on certificates  pursuant to this section or otherwise  required
by law or with respect to this  section a statement  that the  corporation  will
furnish  without  charge  to  each  stockholder  who  so  requests  the  powers,
designations,  preferences and relative participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations  or  restrictions  of such  preferences  and/or  rights.  Except  as
otherwise  expressly  provided by law, the rights and obligations of the holders
of  certificates  representing  stock  of the same  class  and  series  shall be
identical. (Del. Code Ann., tit. 8, ss. 158)

     Section 35. Lost  Certificates.  A new certificate or  certificates  may be
issued in place of any  certificate or  certificates  theretofore  issued by the
corporation alleged to have been lost, stolen, or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost,  stolen,  or  destroyed.  The  corporation  may  require,  as a  condition
precedent to the issuance of a new  certificate  or  certificates,  the owner of
such lost,  stolen,  or  destroyed  certificate  or  certificates,  or his legal
representative,  to advertise  the same in such manner as it shall require or to
give the  corporation  a surety bond in such form and amount as it may direct as
indemnity  against  any claim  that may be made  against  the  corporation  with
respect to the  certificate  alleged to have been lost,  stolen,  or  destroyed.
(Del. Code Ann., tit. 8, ss. 167)



                                      15.
<PAGE>

     Section 36. Transfers.

     (a) Transfers of record of shares of stock of the corporation shall be made
only upon its books by the  holders  thereof,  in  person  or by  attorney  duly
authorized,  and  upon the  surrender  of a  properly  endorsed  certificate  or
certificates for a like number of shares. (Del. Code Ann., tit. 8, ss. 201, tit.
6, ss. 8-401(1))

     (b) The  corporation  shall  have  power to  enter  into  and  perform  any
agreement with any number of stockholders of any one or more classes of stock of
the  corporation to restrict the transfer of shares of stock of the  corporation
of any  one or more  classes  owned  by  such  stockholders  in any  manner  not
prohibited by the General Corporation Law of Delaware.  (Del. Code Ann., tit. 8,
ss. 160 (a))

     Section 37. Fixing Record Dates.

     (a) In order that the Corporation may determine the  stockholders  entitled
to  notice  of or to vote at any  meeting  of  stockholders  or any  adjournment
thereof, the Board of Directors may fix, in advance, a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of  Directors,  and which  record date shall not be more
than sixty (60) nor less than ten (10) days before the date of such meeting.  If
no  record  date is  fixed  by the  Board  of  Directors,  the  record  date for
determining  stockholders  entitled  to  notice  of or to vote at a  meeting  of
stockholders shall be at the close of business on the day next preceding the day
on which  notice is given,  or if notice is waived,  at the close of business on
the day next preceding the day on which the meeting is held. A determination  of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.

     (b) In order that the corporation may determine the  stockholders  entitled
to receive  payment of any  dividend or other  distribution  or allotment of any
rights or the  stockholders  entitled to  exercise  any rights in respect of any
change,  conversion or exchange of stock, or for the purpose of any other lawful
action,  the Board of Directors may fix, in advance, a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted,  and which  record date shall be not more than sixty (60) days prior
to such  action.  If no record date is fixed,  the record  date for  determining
stockholders  for any such purpose  shall be at the close of business on the day
on which the Board of Directors adopts the resolution  relating  thereto.  (Del.
Code Ann., tit. 8, ss. 213)

     Section 38. Registered  Stockholders.  The corporation shall be entitled to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to  receive  dividends,  and to vote as such  owner,  and shall not be
bound to recognize  any equitable or other claim to or interest in such share or
shares on the part of any other  person  whether or not it shall have express or
other  notice  thereof,  except as  otherwise  provided by the laws of Delaware.
(Del. Code Ann., tit. 8, ss.ss. 213(a), 219)



                                      16.
<PAGE>

                                  ARTICLE VIII

                       OTHER SECURITIES OF THE CORPORATION

     Section 39. Execution of Other Securities.  All bonds, debentures and other
corporate securities of the corporation,  other than stock certificates (covered
in Section  34), may be signed by the  Chairman of the Board of  Directors,  the
President or any Vice  President,  or such other person as may be  authorized by
the Board of Directors,  and the corporate seal impressed thereon or a facsimile
of such seal imprinted thereon and attested by the signature of the Secretary or
an  Assistant  Secretary,  or the Chief  Financial  Officer or  Treasurer  or an
Assistant Treasurer;  provided,  however, that where any such bond, debenture or
other corporate  security shall be  authenticated  by the manual  signature of a
trustee  under an  indenture  pursuant  to which such bond,  debenture  or other
corporate  security shall be issued,  the signatures of the persons  signing and
attesting the corporate seal on such bond, debenture or other corporate security
may be the  imprinted  facsimile of the  signatures  of such  persons.  Interest
coupons  appertaining to any such bond,  debenture or other corporate  security,
authenticated by a trustee as aforesaid,  shall be signed by the Treasurer or an
Assistant Treasurer of the corporation or such other person as may be authorized
by the Board of Directors,  or bear imprinted thereon the facsimile signature of
such  person.  In case any officer  who shall have signed or attested  any bond,
debenture or other corporate security, or whose facsimile signature shall appear
thereon or on any such  interest  coupon,  shall have ceased to be such  officer
before the bond,  debenture  or other  corporate  security so signed or attested
shall have been  delivered,  such bond,  debenture or other  corporate  security
nevertheless  may be adopted by the  corporation  and  issued and  delivered  as
though the person who signed the same or whose  facsimile  signature  shall have
been used thereon had not ceased to be such officer of the corporation.

                                   ARTICLE IX

                                    DIVIDENDS

     Section 40.  Declaration of Dividends.  Dividends upon the capital stock of
the corporation,  subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board of Directors pursuant to law at any regular
or special meeting.  Dividends may be paid in cash, in property, or in shares of
the  capital   stock,   subject  to  the   provisions  of  the   Certificate  of
Incorporation. (Del. Code Ann., tit. 8, ss.ss. 170, 173)

     Section 41. Dividend Reserve. Before payment of any dividend,  there may be
set aside out of any funds of the  corporation  available for dividends such sum
or  sums as the  Board  of  Directors  from  time to  time,  in  their  absolute
discretion, think proper as a reserve or reserves to meet contingencies,  or for
equalizing  dividends,  or for  repairing  or  maintaining  any  property of the
corporation,  or for such other  purpose as the Board of  Directors  shall think
conducive to the  interests of the  corporation,  and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.  (Del.
Code Ann., tit. 8, ss. 171)



                                      17.
<PAGE>

                                   ARTICLE X

                                   FISCAL YEAR

     Section 42. Fiscal Year.  The fiscal year of the  corporation  shall end on
the nearest  Saturday to the 30th day of September of each year and begin on the
following  day or at such other times as may be fixed by resolution of the Board
of directors.

                                   ARTICLE XI

                                 INDEMNIFICATION

     Section  43.  Indemnification  of  Directors,   Executive  Officers,  Other
Officers, Employees And Other Agents.

     (a) Directors and Executive  Officers.  The corporation shall indemnify its
directors  and  executive  officers  (for  the  purposes  of  this  Article  XI,
"executive  officers  shall have the  meaning  defined in Rule 3b-7  promulgated
under the 1934 Act) to the fullest extent not prohibited by the Delaware General
Corporation Law; provided,  however,  that the corporation may modify the extent
of such indemnification by individual contracts with its directors and executive
officers; and, provided,  further, that the corporation shall not be required to
indemnify any director or executive  officer in connection  with any  proceeding
(or part thereof)  initiated by such person unless (i) such  indemnification  is
expressly  required to be made by law, (ii) the proceeding was authorized by the
Board of Directors of the corporation, (iii) such indemnification is provided by
the corporation,  in its sole  discretion,  pursuant to the powers vested in the
corporation   under  the  Delaware   General   Corporation   Law  or  (iv)  such
indemnification is required to be made under subsection (d).

     (b) Other Officers,  Employees and Other Agents. The corporation shall have
power to indemnify its other  officers,  employees and other agents as set forth
in the Delaware General Corporation Law.

     (c) Expenses.  The corporation  shall advance to 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,  by reason of the fact that he is or was a director or  executive
officer,  of  the  corporation,  or is or was  serving  at  the  request  of the
corporation  as  a  director  or  executive  officer  of  another   corporation,
partnership,  joint  venture,  trust or  other  enterprise,  prior to the  final
disposition of the proceeding, promptly following request therefor, all expenses
incurred by any director or executive officer in connection with such proceeding
upon  receipt  of an  undertaking  by or on behalf of such  person to repay said
amounts if it should be determined  ultimately  that such person is not entitled
to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph
(e) of this Bylaw,  no advance shall be made by the  corporation to an executive
officer of the  corporation  (except  by reason of the fact that such  executive
officer is or was a director of the  corporation  in which event this  paragraph
shall not apply) in any action,  suit or proceeding,  whether  civil,


                                      18.
<PAGE>

criminal,  administrative or investigative, if a determination is reasonably and
promptly  made (i) by the  Board of  Directors  by a  majority  vote of a quorum
consisting of directors who were not parties to the proceeding,  or (ii) if such
quorum is not  obtainable,  or, even if  obtainable,  a quorum of  disinterested
directors so directs,  by independent  legal counsel in a written opinion,  that
the facts known to the  decision-making  party at the time such determination is
made demonstrate clearly and convincingly that such person acted in bad faith or
in a manner that such person did not believe to be in or not opposed to the best
interests of the corporation.

     (d)  Enforcement.  Without  the  necessity  of  entering  into  an  express
contract,  all rights to indemnification and advances to directors and executive
officers  under  this  Bylaw  shall be deemed to be  contractual  rights  and be
effective  to the same extent and as if provided  for in a contract  between the
corporation and the director or executive officer.  Any right to indemnification
or advances  granted by this Bylaw to a director or executive  officer  shall be
enforceable  by or on behalf of the  person  holding  such right in any court of
competent  jurisdiction  if (i) the claim for  indemnification  or  advances  is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor.  The claimant in such enforcement  action,
if successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting his claim. In connection with any claim for indemnification,  the
corporation  shall be entitled to raise as a defense to any such action that the
claimant has not met the standards of conduct that make it permissible under the
Delaware  General  Corporation Law for the corporation to indemnify the claimant
for the amount claimed.  In connection with any claim by an executive officer of
the  corporation  (except in any  action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative,  by  reason  of the fact that such
executive  officer is or was a director of the  corporation)  for advances,  the
corporation shall be entitled to raise a defense as to any such action clear and
convincing evidence that such person acted in bad faith or in a manner that such
person did not  believe to be in or not  opposed  to the best  interests  of the
corporation,  or with respect to any  criminal  action or  proceeding  that such
person acted  without  reasonable  cause to believe that his conduct was lawful.
Neither  the  failure  of the  corporation  (including  its Board of  Directors,
independent  legal  counsel or its  stockholders)  to have made a  determination
prior to the commencement of such action that indemnification of the claimant is
proper  in the  circumstances  because  he has met the  applicable  standard  of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the corporation (including its Board of Directors,  independent
legal counsel or its stockholders) that the claimant has not met such applicable
standard  of conduct,  shall be a defense to the action or create a  presumption
that  claimant  has not met the  applicable  standard  of  conduct.  In any suit
brought by a director or executive officer to enforce a right to indemnification
or to an  advancement  of  expenses  hereunder,  the burden of proving  that the
director or  executive  officer is not  entitled to be  indemnified,  or to such
advancement  of expenses,  under this  Article XI or  otherwise  shall be on the
corporation.

     (e)  Non-Exclusivity  Of Rights. The rights conferred on any person by this
Bylaw  shall not be  exclusive  of any other right which such person may have or
hereafter   acquire  under  any  statute,   provision  of  the   Certificate  of
Incorporation,   Bylaws,   agreement,  vote  of  stockholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding office. The corporation is specifically
authorized to enter into individual  contracts with any or all of its directors,
officers,  employees or agents 


                                      19.
<PAGE>

respecting indemnification and advances, to the fullest extent not prohibited by
the Delaware General Corporation Law.

     (f)  Survival Of Rights.  The rights  conferred on any person by this Bylaw
shall continue as to a person who has ceased to be a director, officer, employee
or other  agent and shall  inure to the  benefit  of the  heirs,  executors  and
administrators of such a person.

     (g)  Insurance.  To the fullest  extent  permitted by the Delaware  General
Corporation Law, the corporation,  upon approval by the Board of Directors,  may
purchase  insurance  on  behalf  of  any  person  required  or  permitted  to be
indemnified pursuant to this Bylaw.

     (h)  Amendments.  Any repeal or  modification  of this Bylaw  shall only be
prospective  and shall not affect  the rights  under this Bylaw in effect at the
time of the  alleged  occurrence  of any action or  omission  to act that is the
cause of any proceeding against any agent of the corporation.

     (i) Saving Clause. If this Bylaw or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the corporation shall
nevertheless  indemnify  each director and executive  officer to the full extent
not prohibited by any applicable  portion of this Bylaw that shall not have been
invalidated, or by any other applicable law.

     (j) Certain  Definitions.  For the  purposes of this Bylaw,  the  following
definitions shall apply:

          (i) The  term  "proceeding"  shall  be  broadly  construed  and  shall
     include, without limitation, the investigation,  preparation,  prosecution,
     defense, settlement, arbitration and appeal of, and the giving of testimony
     in,  any  threatened,  pending or  completed  action,  suit or  proceeding,
     whether civil, criminal, administrative or investigative.

          (ii) The term "expenses" shall be broadly construed and shall include,
     without  limitation,  court costs,  attorneys' fees,  witness fees,  fines,
     amounts paid in  settlement or judgment and any other costs and expenses of
     any nature or kind incurred in connection with any proceeding.

          (iii) The term the  "corporation"  shall  include,  in addition to the
     resulting   corporation,   any  constituent   corporation   (including  any
     constituent of a constituent)  absorbed in a consolidation or merger which,
     if its separate existence had continued, would have had power and authority
     to indemnify its directors,  officers, and employees or 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  as a  director,  officer,  employee  or  agent of
     another corporation, partnership, joint venture, trust or other enterprise,
     shall stand in the same  position  under the  provisions of this Bylaw with
     respect to the  resulting  or surviving  corporation  as he would have with
     respect to such  constituent  corporation  if its  separate  existence  had
     continued.



                                      20.
<PAGE>

          (iv)  References  to a  "director,"  "executive  officer,"  "officer,"
     "employee,"  or  "agent"  of  the   corporation   shall  include,   without
     limitation,  situations  where such person is serving at the request of the
     corporation  as,  respectively,  a director,  executive  officer,  officer,
     employee,  trustee  or agent of  another  corporation,  partnership,  joint
     venture, trust or other enterprise.

          (v) References to "other  enterprises"  shall include employee benefit
     plans;  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 an employee benefit plan, its  participants,  or  beneficiaries;
     and a person who acted in good faith and in a manner he reasonably believed
     to be in the interest of the participants and  beneficiaries of an employee
     benefit  plan shall be deemed to have acted in a manner "not opposed to the
     best interests of the corporation" as referred to in this Bylaw.

                                  ARTICLE XII

                                     NOTICES

     Section 44. Notices.

     (a) Notice to Stockholders. Whenever, under any provisions of these Bylaws,
notice is required to be given to any stockholder, it shall be given in writing,
timely and duly  deposited  in the United  States  mail,  postage  prepaid,  and
addressed to his last known post office  address as shown by the stock record of
the corporation or its transfer agent. (Del. Code Ann., tit. 8, ss. 222)

     (b) Notice to  Directors.  Any notice  required to be given to any Director
may be given by the method stated in subsection  (a), or by facsimile,  telex or
telegram,  except that such notice other than one which is delivered  personally
shall be sent to such address as such Director  shall have filed in writing with
the Secretary,  or, in the absence of such filing, to the last known post office
address of such Director.

     (c) Address  Unknown.  If no address of a stockholder or Director be known,
notice may be sent to the office of the  corporation  required to be  maintained
pursuant to Section 2 hereof.

     (d)  Affidavit  of Mailing.  An  affidavit  of mailing,  executed by a duly
authorized  and  competent  employee of the  corporation  or its transfer  agent
appointed with respect to the class of stock  affected,  specifying the name and
address or the names and  addresses  of the stock-  holder or  stockholders,  or
Director or Directors, to whom any such notice or notices was or were given, and
the time and  method of giving the same,  shall be  conclusive  evidence  of the
statements therein contained. (Del. Code Ann., tit. 8, ss. 222)

     (e) Time  Notices  Deemed  Given.  All  notices  given  by  mail,  as above
provided,  shall be deemed to have been given as at the time of mailing  and all
notices given by 


                                      21.
<PAGE>

facsimile,  telex or  telegram  shall be  deemed  to have  been  given as of the
sending time recorded at time of transmission.

     (f) Methods of Notice.  It shall not be  necessary  that the same method of
giving  notice be  employed  in respect of all  Directors,  but one  permissible
method may be employed in respect of any one or more, and any other  permissible
method or methods may be employed in respect of any other or others.

     (g)  Failure to Receive  Notice.  The period or  limitation  of time within
which any  stockholder  may exercise any option or right, or enjoy any privilege
or benefit, or be required to act, or within which any Director may exercise any
power or right,  or enjoy any privilege,  pursuant to any notice sent him in the
manner  above  provided,  shall not be affected or extended in any manner by the
failure of such stockholder or such Director to receive such notice.

     (h) Notice to Person with Whom  Communication Is Unlawful.  Whenever notice
is required to be given,  under any  provision of law or of the  Certificate  of
Incorporation   or  Bylaws  of  the   corporation,   to  any  person  with  whom
communication is unlawful, the giving of such notice to such person shall not be
required  and there shall be no duty to apply to any  governmental  authority or
agency for a license or permit to give such notice to such person. Any action or
meeting which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice
had been duly given.  In the event that the action taken by the  corporation  is
such as to  require  the  filing of a  certificate  under any  provision  of the
Delaware General  Corporation  Law, the certificate  shall state, if such is the
fact and if notice is required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is unlawful.

     (i)  Notice  to  Person  with  Undeliverable  Address.  Whenever  notice is
required  to be  given,  under  any  provision  of  law or  the  Certificate  of
Incorporation  or  Bylaws of the  corporation,  to any  stockholder  to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written  consent without a meeting to such person during the
period between such two consecutive  annual meetings,  or (ii) all, and at least
two,  payments  (if sent by  first  class  mail) of  dividends  or  interest  on
securities  during a twelve  month  period,  have been mailed  addressed to such
person at his address as shown on the records of the  Corporation  and have been
returned  undeliverable,  the giving of such notice to such person  shall not be
required.  Any action or meeting which shall be taken or held without  notice to
such person shall have the same force and effect as if such notice had been duly
given.  If any such person shall  deliver to the  corporation  a written  notice
setting forth his then current address,  the requirement that notice be given to
such  person  shall be  reinstated.  In the event that the  action  taken by the
corporation  is such  as to  require  the  filing  of a  certificate  under  any
provision of the Delaware  General  Corporation  Law, the  certificate  need not
state that notice was not given to persons to whom notice was not required to be
given pursuant to this paragraph. (Del. Code Ann, tit. 8, ss. 230 )



                                      22.
<PAGE>

                                  ARTICLE XIII

                                   AMENDMENTS

     Section  45.  Amendments.  Subject  to  paragraph  (h) of Section 43 of the
Bylaws,  (i) the affirmative vote of at least eighty percent (80%) of the voting
power  of all of the then  outstanding  shares  of the  Voting  Stock,  shall be
required to alter, amend or repeal Sections 5, 6, 13, 15, 16, 17, 18, 20, 43 and
45 of the Bylaws or to adopt any  provision  inconsistent  with the Bylaws,  and
(ii) the affirmative vote of at least sixty-six and two-thirds percent (66-2/3%)
of the voting  power of all of the then  outstanding  shares of the Voting Stock
shall be required to alter, amend or repeal any other Section of the Bylaws. The
Board of Directors  shall also have the power to adopt,  amend or repeal Bylaws.
(Del. Code Ann., tit. 8, ss.ss. 109(a), 122(6)).

                                  ARTICLE XIV

                                LOANS TO OFFICERS

     Section  46.  Loans to  Officers.  The  corporation  may lend  money to, or
guarantee any obligation  of, or otherwise  assist any officer or other employee
of the corporation or of its subsidiaries, including any officer or employee who
is a Director of the corporation or its subsidiaries,  whenever, in the judgment
of the Board of Directors,  such loan, guarantee or assistance may reasonably be
expected to benefit the corporation. The loan, guarantee or other assistance may
be with or without  interest and may be unsecured,  or secured in such manner as
the Board of Directors shall approve, including, without limitation, a pledge of
shares of stock of the  corporation.  Nothing in this Section 46 shall be deemed
to deny, limit or restrict the powers of guaranty or warranty of the corporation
at common law or under any statute. (Del. Code Ann., tit. 8, ss. 143)



                                      23.