Amended and Restated By-Laws

                                    EFFECTIVE

                                JANUARY 31, 2002

                            MARVEL ENTERPRISES, INC.

                                     BY-LAWS

                            (as amended and restated)

                                Table of Contents

                                                                      Page

ARTICLE 1.  OFFICES....................................................1
       Section 1.1. Registered Office..................................1
       Section 1.2. Other Offices......................................1
ARTICLE 2. MEETINGS OF STOCKHOLDERS...... .............................1
       Section 2.1. Place of Meetings..................................1
       Section 2.2. Annual Meetings....................................1
       Section 2.3. Special Meetings...................................2
       Section 2.4. Notice of Meetings............................ ....2
       Section 2.5. Quorum.............................................2
       Section 2.6. Notice of Stockholder Business and Nominations.....3
       Section 2.7. Organization.......................................5
       Section 2.8. Voting.............................................5
       Section 2.9. No Stockholder Action by Written Consent...........6
       Section 2.10. Inspectors........................................6
       Section 2.11. List of Stockholders..............................7

ARTICLE 3. BOARD OF DIRECTORS..........................................7
       Section 3.1. Number of Directors................................7
       Section 3.2. General Powers.....................................7
       Section 3.3. Election and Qualifications........................8
       Section 3.4. Classes of Directors...............................9
       Section 3.5. Terms of Office....................................9
       Section 3.6. Quorum and Manner of Acting........................9
       Section 3.7. Action by Communications Equipment.................9
       Section 3.8. Offices, Place of Meeting and Records.............10
       Section 3.9. Annual Meeting....................................10
       Section 3.10. Regular Meetings.................................10
       Section 3.11. Special Meetings; Notice.........................10
       Section 3.12. Organization.....................................10
       Section 3.13. Order of Business.... ...........................11
       Section 3.14. Removal of Directors.............................11
       Section 3.15. Resignation......................................11
       Section 3.16. Vacancies........................................11
       Section 3.17. Compensation.....................................11
       Section 3.18. Interested Directors.............................11

                                       -i-

                                Table of Contents

                                   (continued)
                                                                     Page

ARTICLE 4. ACTION BY CONSENT..........................................12
       Section 4.1. Consent by Directors..............................12
       Section 4.2. Consent by Stockholders...........................12

ARTICLE 5. OFFICERS...................................................12
       Section 5.1. Number............................................12
       Section 5.2. Election, Qualifications and Term of Office.......13
       Section 5.3. Removal...........................................13
       Section 5.4. Resignation.......................................13
       Section 5.5. Vacancies.........................................13
       Section 5.6. Chairman of the Board.............................13
       Section 5.7. Chief Executive Officer...........................13
       Section 5.8. President.........................................13
       Section 5.9. Chief Financial Officer...........................13
       Section 5.10. Treasurer........................................14
       Section 5.11. Secretary........................................14
       Section 5.12. Other Officers...................................14
       Section 5.13. Salaries.........................................14

ARTICLE 6. INDEMNIFICATION, ETC.......................................15
       Section 6.1. Indemnification and Advances of Expenses..........15
       Section 6.2. Employees and Agents..............................16
       Section 6.3. Repeal or Modification............................16
       Section 6.4. Other Indemnification.............................16

ARTICLE 7. CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC..............16
       Section 7.1. Execution of Contracts............................16
       Section 7.2. Loans.............................................16
       Section 7.3. Checks, Drafts, etc...............................17
       Section 7.4. Deposits..........................................17
       Section 7.5. Proxies in Respect of Securities of
                            Other Corporations........................17

ARTICLE 8. BOOKS AND RECORDS..........................................17
       Section 8.1. Place.............................................17
       Section 8.2. Addresses of Stockholders.........................17
       Section 8.3. Record Dates......................................18
       Section 8.4. Audit of Books and Accounts.......................18

ARTICLE 9. SHARES AND THEIR TRANSFER..................................18
       Section 9.1. Certificates of Stock.............................18
       Section 9.2. Record............................................18
       Section 9.3. Transfer of Stock.................................19
       Section 9.4. Transfer Agent and Registrar; Regulations.........19
       Section 9.5. Lost, Destroyed or Mutilated Certificates.........19

ARTICLE 10. SEAL......................................................19

ARTICLE 11. FISCAL YEAR...............................................19


                                      -ii-

                                Table of Contents

                                   (continued)
                                                                     Page

ARTICLE 12. NOTICE....................................................20
       Section 12.1. Delivery of Notices..............................20
       Section 12.2. Waivers of Notice................................20

ARTICLE 13. AMENDMENTS................................................20
       Section 13.1. By-Laws..........................................20

ARTICLE 14. DIVIDENDS.................................................20






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                            MARVEL ENTERPRISES, INC.

                                     By-Laws
                            (as amended and restated)

                                   ARTICLE 1.

                                     OFFICES

     Section 1.1.  Registered Office. The registered office and registered agent
of the  Corporation  in the  State  of  Delaware  shall  be as set  forth in the
Corporation's Certificate of Incorporation.

     Section 1.2. Other Offices. The Corporation may also have an office at such
other place or places  either  within or without the State of Delaware from time
to  time  as the  Board  of  Directors  may  determine  or the  business  of the
Corporation may require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     Section 2.1.  Place of Meetings.  All 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.

     Section 2.2. Annual Meetings.

     (a) The annual  meeting of the  stockholders  for the election of directors
and for the  transaction  of such other business as may properly come before the
meeting shall be held at such date,  time and place either within or without the
State of Delaware,  as may be designated by the Board of Directors  from time to
time.

     (b) In respect of the annual meeting for any  particular  year the Board of
Directors  may, by resolution  fix a different day, time or place (either within
or without the State of Delaware) for the annual meeting.

     (c) If the election of directors  shall not be held on the day fixed by the
Board for any annual meeting,  or on the day of any adjourned  session  thereof,
the Board of Directors  shall cause the election to be held at a special meeting
as soon  thereafter  as  conveniently  may  be.  At such  special  meeting,  the
stockholders  may elect the directors and transact such other business  properly
before the meeting  with the same force and effect as at an annual  meeting duly
called and held.


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     Section 2.3.  Special  Meetings.  A special meeting of the stockholders for
any  purpose or  purposes  may be called at any time or from time to time by the
Chief  Executive  Officer or Chairman  of the Board,  and shall be called at any
time or from time to time at the  request in writing of a majority  of the total
number of directors  in office.  A special  meeting  shall also be called by the
Chief  Executive  Officer or the Secretary upon the written  request of not less
than 15% in  interest  of the  Stockholders  entitled  to vote  thereat.  At any
special  meeting,  no business shall be transacted and no corporate action shall
be taken other than as stated in the notice of the meeting.

     Section 2.4. Notice of Meetings.

     (a)  Except  as   otherwise   required  by  law  or  the   Certificate   of
Incorporation,  written  notice  of  each  annual  or  special  meeting  of  the
stockholders  shall be given to each  stockholder of record  entitled to vote at
such  meeting not less than ten days nor more than sixty days before the date of
such  meeting.  Every such notice  shall  state the date,  time and place of the
meeting  and, in case of a special  meeting,  shall state  briefly the  purposes
thereof.

     (b) Attendance of a stockholder at a meeting,  in person or by proxy, shall
constitute  a waiver of notice of such  meeting,  except  when such  stockholder
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the  transaction of any business on the grounds that the meeting is
not  lawfully  called  or  convened.  Notice  of any  adjourned  meeting  of the
stockholders  shall not be required to be given  except by  announcement  at the
meeting so adjourned or when expressly required by law.

     Section 2.5. Quorum.

     (a) At each meeting of the stockholders, except where otherwise provided by
law, the Certificate of Incorporation or these By-Laws, the holders of record of
a majority in voting power of the issued and outstanding  shares of stock of the
Corporation  entitled to vote at such meeting,  present in person or represented
by proxy,  shall be  required  to  constitute  a quorum for the  transaction  of
business.  Where a separate  vote by class or classes or one or more series of a
class or classes of stock is required by law or the Certificate of Incorporation
for any  matter,  the  holders of a majority  in voting  power of the issued and
outstanding  shares of each such  class or  classes  or one or more  series of a
class or classes  entitled to vote,  present in person or  represented by proxy,
shall be required to  constitute a quorum with respect to a vote on that matter,
except that where the unanimous  affirmative  vote or written  consent of all of
the holders of the outstanding shares of a class or classes of stock is required
by the  Certificate  of  Incorporation  with  respect to any matter,  all of the
holders of the  outstanding  shares of such class or classes  entitled  to vote,
present in person or by proxy,  shall be  required to  constitute  a quorum with
respect to a vote on that matter. For purposes of these By-Laws, the term "total
voting  power"  shall  mean,  (a) in the case of matters  which do not require a
separate vote by class or classes or one or more series of a class or classes of
stock, the aggregate number of votes which all of the shares of stock, excluding
the votes of shares of stock having such  entitlement only upon the happening of
a  contingency,  would be entitled to cast in the  election of  directors to the
Board of Directors, if all such shares of stock were present at a meeting of the
Corporation's stockholders for the purpose of the election of directors, and (b)
in the case of matters  which do require a separate  vote by class or classes or
one or more series of a class or classes of stock, the

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aggregate  number of votes  which all of the  shares of such class or classes or
one or more series of a class or classes of stock, excluding the votes of shares
of stock having such entitlement only upon the happening of a contingency, would
be  entitled to cast on any such  matter,  if all of the shares of such class or
classes or one or more  series of a class or classes of stock were  present  and
voted  at a  meeting  of the  Corporation's  stockholders  for  the  purpose  of
stockholder action on such matter.

     (b) In the  absence  of a  quorum  at any  annual  or  special  meeting  of
stockholders,  a majority in total voting power of the shares of stock  entitled
to vote,  or in the case of matters  requiring  a separate  vote by any class or
classes  or one or more  series of a class or classes  of stock,  a majority  in
total  voting  power of the  shares of each such class or classes or one or more
series of a class or classes entitled to vote,  present in person or represented
by proxy or, in the  absence of all such  stockholders,  any person  entitled to
preside at or act as secretary of such meeting,  shall have the power to adjourn
the meeting from time to time, if the date, time and place thereof are announced
at the meeting at which the adjournment is taken. At any such adjourned  meeting
at which a quorum shall be present,  any business may be transacted  which might
have been transacted at the meeting as originally  called. If the adjournment is
for more than  thirty  days,  or if after the  adjournment  a new record date is
fixed for the  adjourned  meeting,  a notice of the  adjourned  meeting shall be
given to each stockholder of record entitled to vote at the meeting.

     Section 2.6. Notice of Stockholder Business and Nominations.

     (a) Annual  Meetings  of  Stockholders.  (i)  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 stockholders (A) pursuant to the Corporation's  notice of meeting,  (B) by or
at the  direction  of the Board of Directors  or (C) by any  stockholder  of the
Corporation  who was a  stockholder  of  record  at the time of giving of notice
provided  for in this  By-Law,  who is  entitled  to vote at the meeting and who
complies with the notice procedures set forth in this By-Law.

     (ii) For  nominations  or other  business to be properly  brought before an
annual  meeting by a stockholder  pursuant to clause (C) of paragraph  (a)(i) of
this By-Law, the stockholder must have given timely notice thereof in writing to
the Secretary of the  Corporation  and such other  business must  otherwise be a
proper matter for stockholder action. 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 60th 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 more  than 30 days
before or after such  anniversary  date,  notice by the stockholder to be timely
must be so  delivered  not later than the close of  business on the later of the
60th day prior to such annual meeting or the 10th day following the day on which
public  announcement  of  the  date  of  such  meeting  is  first  made  by  the
Corporation.  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   proposes  to  nominate  for  election  or
re-election  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

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pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange 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  giving the notice and the beneficial  owner,  if any, on whose
behalf  the  nomination  or  proposal  is made (x) the name and  address of such
stockholder,  as they appear on the Corporation's  books, and of such beneficial
owner and (y) the class and number of shares of the Corporation  which are owned
beneficially and of record by such stockholder and such beneficial owner.

     (iii) Notwithstanding  anything in the second sentence of paragraph (a)(ii)
of this By-Law 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  by the  Corporation  naming  all of the  nominees  for
director or specifying the size of the increased  Board of Directors at least 70
days prior to the first  anniversary of the preceding  year's annual meeting,  a
stockholder's  notice  required by this By-Law shall also be considered  timely,
but  only  with  respect  to  nominees  for any new  positions  created  by such
increase,  if it shall be delivered to the Secretary at the principal  executive
offices of the  Corporation not later than the close of business on the 10th day
following  the day on  which  such  public  announcement  is  first  made by the
Corporation.

     (b) Special Meetings of Stockholders. Only such business shall be conducted
at a special  meeting  of  stockholders  as shall have been  brought  before the
meeting pursuant to the Corporation's notice of meeting.  Nominations of persons
for  election  to the Board of  Directors  may be made at a special  meeting  of
stockholders 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)
provided  that the Board of Directors has  determined  that  directors  shall be
elected  at  such  meeting,  by  any  stockholder  of the  Corporation  who is a
stockholder  of record at the time of  giving  of  notice  provided  for in this
By-Law,  who shall be entitled to vote at the meeting and who complies  with the
notice procedures set forth in this By-Law. 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
paragraph  (a)(ii) of this By-Law  shall be  delivered  to the  Secretary at the
principal  executive  offices of the  Corporation  not earlier than the close of
business  on the 90th day prior to such  special  meeting and not later than the
close of business on the later of the 60th day prior to such special  meeting or
the 10th day following the day on which public announcement is first made of the
date of the  special  meeting  and of the  nominees  proposed  by the  Board  of
Directors  to  be  elected  at  such  meeting.  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.

     (c) General. (i) Only such persons who are nominated in accordance with the
procedures  set forth in this By-Law 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

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meeting in accordance  with the procedures  set forth in this By-Law.  Except as
otherwise  provided by law, the Certificate of  Incorporation  or these By-Laws,
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
this By-Law and, if any  proposed  nomination  or business is not in  compliance
with this By-Law, to declare that such defective proposal or nomination shall be
disregarded.

     (ii)  For  purposes  of  this  By-Law,  "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 Exchange Act.

     (iii)   Notwithstanding   the  foregoing   provisions  of  this  By-Law,  a
stockholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this  By-Law.  Nothing  in this  By-Law  shall be deemed to affect  any
rights  (i)  of   stockholders   to  request   inclusion  of  proposals  in  the
Corporation's  proxy statement  pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred  Stock to elect  directors  under
specified circumstances.

     Section  2.7.  Organization.  At  each  meeting  of the  stockholders,  the
Chairman of the Board or in his absence,  the Chief Executive Officer, or in his
absence,  the President or any other officer  designated by the Board, shall act
as chairman of and preside over the meeting,  and the  Secretary or an Assistant
Secretary  of the  Corporation,  or any other  person whom the  chairman of such
meeting  shall  appoint,  shall act as  secretary  of the  meeting  and keep the
minutes thereof.

     Section 2.8. Voting.

     (a)  Except  as  otherwise  provided  by  law  or  by  the  Certificate  of
Incorporation  or these By-Laws,  at every meeting of the stockholders or in the
case of any written consent of  stockholders,  and for all other purposes,  each
holder of record of shares of Common Stock on the relevant  record date shall be
entitled  to one (1) vote  for  each  share of  Common  Stock  standing  in such
person's  name on the stock  transfer  records  of the  Corporation.  If no such
record date shall have been fixed by the Board, then the record date shall be as
fixed by applicable law.

     (b)  Persons  holding a share or shares  of stock in a  fiduciary  capacity
shall be  entitled to vote the share or shares so held and to consent in writing
with respect to such share or shares.  If shares of stock stand of record in the
names of two or more persons,  or if two or more persons have the same fiduciary
relationship  respecting the same shares of stock, such persons may designate in
writing one or more of their number to represent  such stock and vote the shares
so held, unless there is a provision to the contrary in the instrument or order,
if any,  defining  their powers and duties,  appointing  them, or creating their
relationship,  and a copy  of such  instrument  or  order  is  furnished  to the
Secretary of the Corporation along with written notice to the contrary.

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     (c) Persons  whose  stock is pledged  shall be entitled to vote the pledged
shares,  unless in the  transfer by the pledgor on the books of the  Corporation
the pledgor has expressly  empowered the pledgee to vote thereon,  in which case
only the pledgee, or his proxy, may represent such stock and vote thereon.

     (d) Any  stockholder  entitled  to vote may do so in person or by his proxy
appointed by an instrument in writing  subscribed by such  stockholder or by his
attorney  thereunto  authorized,  delivered  to the  secretary  of the  meeting;
provided, however, that no proxy shall be voted after three years from its date,
unless  said  proxy  provides  for a  longer  period.  The  provisions  of  this
subsection  2.8(d)  are not  intended  to and do not limit the manner in which a
stockholder may authorize another person or persons to act for him as proxy.

     (e) At all  meetings  of the  stockholders  at which a quorum  is  present,
except as otherwise  provided by law or by the Certificate of  Incorporation  or
these  By-Laws,  all  matters  shall be decided by the  affirmative  vote of the
holders of a majority in voting power of the shares entitled to vote thereon and
present in person or  represented  by proxy at such meeting,  voting as a single
class. Except as otherwise provided by the Certificate of Incorporation, where a
separate vote by class or classes or one or more series of a class or classes of
stock  is  required  for any  matter,  such  matters  shall  be  decided  by the
affirmative  vote of the holders of a majority in voting  power of the shares of
each such class or classes or one or more series of a class or classes  entitled
to vote thereon and present in person or represented by proxy at such meeting, a
quorum  being  present.  Except as  otherwise  provided  by the  Certificate  of
Incorporation  or these By-Laws,  directors  shall be elected by the affirmative
vote of a  plurality  in  voting  power  of the  shares  present  in  person  or
represented  by proxy and  entitled to vote for the  election of  directors at a
meeting at which a quorum is present.

     Section  2.9.  No  Stockholder  Action by Written  Consent.  Subject to the
rights of the  holders of any  series of  Preferred  Stock with  respect to such
series of Preferred  Stock,  any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a meeting of stockholders of
the  Corporation  and may not be  effected  by any  consent  in  writing by such
stockholder.

     Section 2.10. Inspectors.  The Corporation shall, in advance of any meeting
of the stockholders,  appoint one or more inspector to act at the meeting of the
stockholders  and make a written report thereof.  Such  inspectors,  among other
things,  shall accept and count the votes for and against the matters  presented
for a vote,  make a written  report of the results of such votes,  and subscribe
and deliver to the secretary of the meeting a certificate  stating the number of
shares of stock  issued and  outstanding  and  entitled to vote  thereon and the
number of shares voted for and against the questions presented.  If no inspector
or  alternate is able to act at a meeting of  stockholders,  the chairman of the
meeting  shall  appoint  one or  more  inspectors  to act  at the  meeting.  The
inspectors  need not be  stockholders  of the  Corporation,  and any director or
officer of the  Corporation  may be an inspector on any matter subject to a vote
other than a vote for or against his  election  to any  position or office on or
with the Board or the  Corporation  or on any other matter  subject to a vote in
which he may be directly  interested.  Before entering upon the discharge of any
of his duties as such,  each  inspector  shall  subscribe an oath  faithfully to
execute the duties of an inspector with strict impartiality and according to the
best of his ability.

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     Section 2.11. List of Stockholders.

     (a) It  shall  be the  duty  of  the  Secretary  or  other  officer  of the
Corporation  who shall have charge of its stock  ledger to prepare and make,  or
cause to be prepared  and made,  at least ten days before  every  meeting of the
stockholders,  a complete  list of the  stockholders  entitled to vote  thereat,
arranged in alphabetical  order and showing the address of each  stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open during ordinary business hours to the examination of any stockholder for
any  purpose  germane to the  meeting for a period of at least ten 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 so
specified, at the place where the meeting is to be held.

     (b) Such  list  shall  be  produced  and kept at the time and  place of the
meeting  during the whole time thereof and may be  inspected by any  stockholder
who is present.

     (c) The stock  ledger  shall be the  conclusive  evidence as to who are the
stockholders  entitled to examine the stock ledger, and the list of stockholders
required by this Section  2.11, or the books of the  Corporation,  or to vote in
person or by proxy at any meeting of stockholders.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     Section  3.1.  Number of  Directors.  The number of  Directors  which shall
constitute the entire Board of Directors shall be no fewer than eight (8) and no
more than eleven (11).

     Section 3.2. General Powers.

     (a) Except as otherwise  provided in the Certificate of Incorporation,  the
business, property, policies, and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors.

     (b) Compensation and Nominating,  Audit, Finance and Other Committees.  The
Board of  Directors  may, by  resolution  adopted by a majority of the Board (i)
designate a  Compensation  and  Nominating  Committee  to  exercise,  subject to
applicable provisions of law, the functions regularly administered by committees
of such type including, without limitation, the power to review and recommend to
the Board the  compensation  and benefit  arrangements  for the  officers of the
Corporation,   the  administering  of  the  stock  option  plans  and  executive
compensation  programs of the  Corporation,  including bonus and incentive plans
applicable to officers and key employees of the  Corporation and to recommend to
the Board nominees for election as Directors,  (ii) designate an Audit Committee
to exercise,  subject to applicable  provisions of laws, the functions regularly
administered by committees of such type including,  without  limitation,  (A) to
review  the  professional   services  and  independence  of  the   Corporation's
independent  auditors and the scope of the annual  external audit as recommended
by the independent auditors, (B) to ensure that the scope of the annual external
audit  by  the   independent   auditors  of  the   Corporation  is  sufficiently
comprehensive, (C) to review, in consultation with the

                                        7


<PAGE>







independent  auditors  and the  internal  auditors,  the plan and results of the
annual  external  audit,  the  adequacy of the  Corporation's  internal  control
systems and the results of the Corporation's internal audits, (D) to review with
management and the independent  auditors,  the  Corporation's  annual  financial
statements,  financial  reporting  practices  and the  results of each  external
audit, and (E) to consider the  qualification of the  Corporation's  independent
auditors,  to make  recommendations  to the Board as to their  selection  and to
review the relationship between such independent auditors and management,  (iii)
designate a Finance Committee to exercise,  subject to applicable  provisions of
law, the functions regularly  administered by committees of such type including,
without  limitation,  to make  recommendations  to the Board with respect to the
Corporation's  credit  arrangements,  the  issuance of equity and long term debt
instruments  and  other  financial  matters,  and (iv) by  resolution  similarly
adopted, designate one or more other committees. The Compensation and Nominating
Committee,  the Audit  Committee,  the  Finance  Committee  and each such  other
committee shall consist of five or more directors of the Corporation.  The Board
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.
Any such committee,  other than the Compensation and Nominating Committee, Audit
Committee and Finance Committee (the powers of which are expressly  provided for
herein),  may to the extent permitted by law exercise such powers and shall have
such  responsibilities as shall be specified in the designating  resolution.  In
the absence or  disqualification  of any member of such committee or committees,
the member or members thereof present at any meeting and not  disqualified  from
voting,  whether or not constituting a quorum,  may unanimously  appoint another
member of the  Board to act at the  meeting  in the place of any such  absent or
disqualified  member. Under no circumstances may the committee members, in their
capacities as such,  appoint another director to act in the place of such absent
or disqualified member. In the event that, and for so long as, there are no duly
appointed members, no duly designated  alternate members,  and no duly appointed
replacement  members of one (1) or more committees of the Board,  the powers and
authority that  otherwise  would be delegated to and exercised by such committee
shall be reserved to and exercised by the Board.

     A majority of any  committee  may determine its action and fix the time and
place of its meetings,  unless the Board shall otherwise provide. Notice of such
meetings  shall be given to each member of the committee in the manner  provided
for in Section 3.10 of these By-Laws.  The Board shall have power at any time to
fill  vacancies  in, to  change  the  membership  of,  or to  dissolve  any such
committee.  Nothing herein shall be deemed to prevent the Board from  appointing
one or more  committees  consisting  in whole or in part of persons  who are not
directors of the Corporation;  provided,  however,  that no such committee shall
have or may exercise any authority of the Board.

     Each committee of the Board shall keep regular  minutes of its  proceedings
and  report  the same to the Board  when so  requested  by the  Board.  Any such
committee  shall fix its own rules of procedure,  subject to the approval of the
Board  and the  provisions  of the  Certificate  of  Incorporation  and of these
By-Laws.

     Section 3.3. Election and  Qualifications.  Except as otherwise provided in
the  Certificate  of  Incorporation,  the  directors  shall  be  elected  by the
stockholders  at the annual  meeting of  stockholders.  A director need not be a
stockholder.

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<PAGE>




     Section 3.4.  Classes of  Directors.  The Board shall be divided into three
classes:  Class I, Class II and Class III. The classes  shall be as nearly equal
in number as the then total  number of directors  constituting  the entire Board
permits. If the number of directors is changed,  any increase or decrease in the
number of directors  shall be apportioned  among the three classes so as to make
all classes as nearly  equal in number as  possible,  and the Board shall decide
which class shall contain an unequal number of directors. The directors shall be
assigned to a class at the time of their election.

     Section 3.5. Terms of Office. Initially, the directors in Class I and Class
II will hold office for one and  two-year  terms,  respectively.  The  directors
appointed to Class I shall  initially serve one-year terms and shall be eligible
for re-election for full three-year terms at the Corporation's annual meeting of
stockholders  to be held in  2002.  The  directors  appointed  to Class II shall
initially  serve two-year terms and shall be eligible for  re-election  for full
three-year  terms at the annual meeting of  stockholders to be held in 2003. The
directors appointed to Class III shall initially serve full three-year terms and
shall be eligible for re-election for new three-year terms at the annual meeting
of stockholders to be held in 2004. At each annual meeting of stockholders,  the
successors  to the class of  directors  whose term shall  then  expire  shall be
elected  to hold  office  for a term  expiring  at the third  succeeding  annual
meeting of stockholders and each director so elected shall hold office until his
successor is elected and qualified, or until his earlier resignation or removal.

     Section 3.6. Quorum and Manner of Acting.

     (a) Except as otherwise  provided by law, the Certificate of  Incorporation
or these By-Laws,  a majority of the whole Board shall be required to constitute
a quorum for the  transaction  of business at any meeting of the Board,  and the
affirmative  vote of a majority of the  directors  present at any meeting of the
Board at which a quorum  is  present  shall be  required  for the  taking of any
action by the Board.  Except as otherwise  provided by law, the  Certificate  of
Incorporation,  or  By-Laws,  a majority  of the total  number of members of any
committee  of the  Board  shall be  required  to  constitute  a  quorum  for the
transaction of business at any meeting of such  committee,  and the  affirmative
vote of a majority of the members of any  committee of the Board  present at any
meeting of such committee at which a quorum is present shall be required for the
taking of any action by such committee.

     (b) In the absence of a quorum at any meeting of the Board of  Directors or
of any  committee of the Board,  such meeting need not be held; or a majority of
the directors or committee  members,  as the case may be, present thereat or, if
no director or  committee  member be present,  the  Secretary,  may adjourn such
meeting  from  time to time  until a quorum  shall  be  present.  Notice  of any
adjourned  meeting  need not be given except by  announcement  at the meeting at
which the adjournment is taken.

     Section  3.7.  Action  by  Communications   Equipment.  The  directors  may
participate  in a meeting  of the  Board or any  committee  thereof  by means of
conference telephone or similar  communications  equipment by means of which all
persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at such meeting.

                                        9


<PAGE>




     Section  3.8.  Offices,  Place of Meeting  and  Records.  The Board and any
committee  of the Board may hold  meetings and have an office or offices at such
place or places  within or without  the State of  Delaware  as the Board or such
committee,  as the case may be,  may from time to time  determine.  The place of
meeting shall be as from time to time designated by the Board or such committee,
as the case may be,  or as  specified  or fixed  in the  respective  notices  or
waivers of notice  thereof,  except where no notice of such meeting is required,
and except as otherwise  provided by law, by the Certificate of Incorporation or
these By-Laws.

     Section  3.9.  Annual  Meeting.  The Board  shall  meet for the  purpose of
organization,  the election of principal  officers and the  transaction of other
business, if a quorum be present,  immediately following each annual election of
directors  by the  stockholders;  or the time and place of such  meeting  may be
fixed by a majority of the total number of directors in office.

     Section  3.10.  Regular  Meetings.   Regular  meetings  of  the  Board  and
committees  of the Board  shall be held at such  places and at such times as the
Board or such committee,  as the case may be, shall from time to time determine.
Notice of regular meetings need not be given.

     Section 3.11.  Special Meetings;  Notice.  Special meetings of the Board of
Directors  shall be held  whenever  called by the  Chief  Executive  Officer  or
Chairman  of the Board or by a  majority  of the total  number of  directors  in
office.  Special  meetings of  committees  of the Board  shall be held  whenever
called by the Chief  Executive  Officer or Chairman of the Board,  a majority of
the total  number of  directors  in office or a majority  of the members of such
committee.  Notice of each such  meeting  shall be  mailed to each  director  or
committee  member,  as the case may be,  addressed  to him at his usual place of
business at least ten days before the day on which the meeting is to be held, or
shall be sent to him at such place of  business  by  facsimile  transmission  or
other available means, or delivered personally or by telephone not later than 24
hours before the day on which the meeting is to be held.  Each such notice shall
state the time and place of the meeting and the purpose  thereof.  Notice of any
such meeting need not be given to any director or committee  member, as the case
may be,  however,  if waived by him in  writing,  whether  before or after  such
meeting  shall be held, or if he shall be present at such meeting other than 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.

     Section 3.12. Organization.  At each meeting of the Board of Directors, the
Chairman of the Board or, in his absence, a director chosen by a majority of the
directors present shall act as chairman of and preside over the meeting. At each
meeting of any  committee of the Board,  the  Chairman of the Board,  if he be a
member of such  committee,  or in his  absence,  the  member  of such  committee
designated as chairman of such committee by the Board, or in the absence of such
designation or such designated  chairman, a member of such committee chosen by a
majority of the members of such committee present,  shall act as chairman of and
preside  over the  meeting.  The  Secretary  or,  in his  absence  an  Assistant
Secretary or, in the absence of the Secretary and all Assistant  Secretaries,  a
person whom the chairman of such meeting shall  appoint,  shall act as secretary
of such meeting and keep the minutes thereof.

                                       10


<PAGE>





     Section 3.13. Order of Business.  At all meetings of the Board of Directors
and  committees  of the  Board,  business  shall  be  transacted  in  the  order
determined by the chairman of such meeting.

     Section 3.14.  Removal of Directors.  Except as otherwise  provided by law,
the Certificate of  Incorporation  or these By-Laws,  any director or the entire
Board may be removed, either with or without cause, at any time and from time to
time, by the  affirmative  vote or written consent of a majority in voting power
of the shares of the capital stock of the Corporation  then entitled to vote for
the election of directors of the Corporation.

     Section 3.15.  Resignation.  Any director of the  Corporation may resign at
any time by giving  written notice of his  resignation  to the Board,  the Chief
Executive  Officer,  President or Chairman of the Board, or the Secretary of the
Corporation.  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  3.16.   Vacancies.   Except  as  otherwise   provided  in  the
Certificate  of  Incorporation,   vacancies  on  the  Board,  caused  by  death,
resignation,  removal,  disqualification,  or other  cause,  and  newly  created
directorships resulting from any increase in the authorized number of directors,
may be filled by a majority  action of the remaining  directors  then in office,
though less than a quorum,  or by election upon the vote of the  stockholders of
the  Corporation  at the next annual  meeting or any special  meeting called for
such  purpose or upon action of the  stockholders  of the  Corporation  taken by
written consent,  and each director so elected to fill any such vacancy or newly
created  directorship  shall  hold  office  until the next  annual  election  of
directors and until his  successor  shall be duly elected and qualified or until
his  death or until he shall  resign  or until he shall  have  been  removed  or
disqualified.

         Section 3.17.  Compensation.  Each director,  in  consideration  of his
serving as such,  shall be entitled to receive from the Corporation  such amount
per annum or such fees for  attendance at directors'  meetings,  or both, as the
Board shall from time to time  determine,  together with  reimbursement  for the
reasonable  expenses  incurred by him in connection  with the performance of his
duties;  provided that nothing herein  contained  shall be construed to preclude
any  director  from serving the  Corporation  or its  subsidiaries  in any other
capacity and receiving proper compensation therefor.

         Section 3.18. Interested Directors.  No contract or transaction between
the  Corporation  and one or more of its  directors or officers,  or between the
Corporation  and  any  other  corporation,  partnership,  association  or  other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  that is otherwise duly  authorized in
accordance  with the provisions of the  Certificate of  Incorporation,  shall be
void or voidable  solely for this  reason,  or solely  because  the  director or
officer is present at or  participates  in the meeting of the Board or committee
thereof which  authorizes the contract or transaction,  or solely because his or
their votes are counted for such purpose, if (i) the material facts as to his or
their  relationship  or  interest  and as to the  contract  or  transaction  are
disclosed or are known to the Board or the committee, and the Board or committee
in good faith  authorizes the contract or transaction by the affirmative vote of
a majority of the disinterested directors,

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<PAGE>




even  though  the  disinterested  directors  be less than a quorum;  or (ii) the
material  facts  as to his  or  their  relationship  or  interest  and as to the
contract or transaction are disclosed or are known to the stockholders  entitled
to vote thereon,  and the contract or  transaction is  specifically  approved in
good faith by vote of the stockholders;  or (iii) the contract or transaction is
fair  as to the  Corporation  as of  the  time  it is  authorized,  approved  or
ratified,  by the Board,  a  committee  thereof or the  stockholders.  Common or
interested directors may be counted in determining the presence of a quorum at a
meeting  of the  Board  or of a  committee  which  authorizes  the  contract  or
transaction.

                                   ARTICLE 4.

                                ACTION BY CONSENT

     Section  4.1.  Consent  by  Directors.  Unless  otherwise  provided  in the
Certificate of Incorporation or these By-Laws,  any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting,  without prior notice and without a vote if a written consent
thereto is signed by all members of the Board or of such committee,  as the case
may be, and such  written  consent or  consents is filed with the minutes of the
proceedings of the Board or such committee.

     Section 4.2.  Consent by  Stockholders.  Unless  otherwise  provided in the
Certificate of Incorporation or these By-Laws,  any action required or permitted
to be taken at any meeting of the  stockholders  may be taken without a meeting,
without prior notice and without a vote upon the delivery to the  Corporation in
accordance  with  Section  228 of the  General  Corporation  Law of the State of
Delaware,  as the same now exists or may hereafter be amended, or the provisions
of a successor statute ("Section 228"), of a written consent or written consents
of the holders of  outstanding  shares of stock having not less than the minimum
number of votes that would be  necessary  to  authorize or take such action at a
meeting at which all shares  entitled to vote  thereon  were  present and voted.
Prompt  notice of the taking of any corporate  action  without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing,  and any certificate  required to be filed with the office
of the  Secretary of State of the State of Delaware  with respect to such matter
shall state that written  consent has been given in accordance  with Section 228
and that such written notice has been given.

                                   ARTICLE 5.

                                    OFFICERS

     Section 5.1. Number.  The principal  officers of the Corporation shall be a
Chairman of the Board, Chief Executive  officer, a President,  a Chief Financial
Officer,  a Treasurer and a Secretary.  In addition,  there may be such other or
subordinate  officers,  agents and  employees as may be appointed in  accordance
with the  provisions of Section 5.12. Any two or more offices may be held by the
same person, except that the office of Secretary shall be held by a person other
than the person holding the office of President.

                                       12


<PAGE>




     Section 5.2. Election,  Qualifications and Term of Office.  Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 5.12,  shall be elected annually by the Board of Directors
and shall hold  office  until his  successor  shall have been duly  elected  and
qualified,  or until his death,  or until he shall have  resigned  or shall have
been removed.

     Section 5.3.  Removal.  Any officer may be removed,  either with or without
cause, by the action of the Board of Directors.

     Section  5.4.  Resignation.  Any  officer  may resign at any time by giving
written  notice to the Board of  Directors,  or the  Chairman of the Board,  the
Chief Executive Officer, the President or the 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  5.5.  Vacancies.  A vacancy in any office  under this Article Five
because of death,  resignation,  removal,  disqualification  or any other  cause
shall be filled for the unexpired  portion of the term in the manner  prescribed
in this Article Five for regular election or appointment to such office.

     Section 5.6.  Chairman of the Board.  The  directors may elect one of their
members to be Chairman of the Board.  The Chairman of the Board, as such,  shall
be subject to the  control of and may be removed by the Board.  The  Chairman of
the Board shall be a director and shall preside at all meetings of the Board and
stockholders.  The Chairman of the Board shall have general executive powers and
such  specific  powers  and  duties  as from  time to time may be  conferred  or
assigned by the Board.

     Section 5.7. Chief Executive Officer. Subject to the direction of the Board
or the Chairman of the Board,  the Chief  Executive  Officer  shall be the chief
executive officer of the Corporation,  shall have general charge and supervision
of the business of the Corporation and shall exercise chief executive powers and
such  specific  powers and shall perform such duties as from time to time may be
conferred upon or assigned to him by the Board, the Chairman of the Board or any
committee thereof  designated by it to so act. In the absence of the Chairman of
the Board,  the Chief  Executive  Officer  shall  preside at all meetings of the
Board and the stockholders.

     Section 5.8.  President.  The President shall have general executive powers
and such specific  powers and shall perform such duties as from time to time may
be  conferred  upon or assigned to him by the Board,  the Chairman of the Board,
the Chief Executive  Officer,  or any committee of the Board designated by it to
so act.

     Section 5.9. Chief Financial  Officer.  The Chief  Financial  Officer shall
maintain or cause to be maintained adequate records of all assets,  liabilities,
and transactions of the Corporation and adequate internal  accounting  controls;
shall  prepare or cause to be prepared such  financial  statements or reports on
the  Corporation's  results of operations or financial  condition as required by
law or directed by the Board;  shall  insure that  adequate  audits  thereof are
currently  and  regularly  made;  and  shall,  in  consultation  with the  Chief
Executive Officer or the Chairman of the Board, undertake measures and implement
procedures

                                       13


<PAGE>




designed to facilitate or further the foregoing. His duties and powers shall, so
far as the  Chief  Executive  Officer  or the  Chairman  of the  Board  may deem
practicable, extend to all subsidiary corporations.

     Section 5.10.  Treasurer.  The Treasurer  shall have charge and custody of,
and be responsible for, all funds and securities of the  Corporation,  and shall
deposit all such funds to the credit of the  Corporation  in such  banks,  trust
companies  or other  depositories  as shall be selected in  accordance  with the
provisions  of these  By-Laws.  The  Treasurer  shall  disburse the funds of the
Corporation  as may be ordered by the Board,  making  proper  vouchers  for such
disbursements,  and shall  render to the Board or the  committee of the Board to
which he reports or the  stockholders,  whenever the Board may require him so to
do, a  statement  of all his  transactions  as  Treasurer  and of the  financial
condition of the Corporation;  and, in general,  he shall perform all the duties
as from  time to time  may be  assigned  to him by the  Board,  or by the  Chief
Executive  Officer or Chairman  of the Board.  When  required by the Board,  the
Treasurer shall give bonds for the faithful discharge of his duties in such sums
and with such sureties as the Board shall approve.

     Section 5.11. Secretary. The Secretary shall record or cause to be recorded
in  books  provided  for  the  purpose  the  minutes  of  the  meetings  of  the
stockholders,  the Board, and all committees of which a secretary shall not have
been appointed; shall see that all notices are duly given in accordance with the
provisions of the Certificate of Incorporation and these By-Laws and as required
by law;  shall be  custodian  of all  corporate  records  (other than  financial
records) and of the seal of the  Corporation and see that the seal is affixed to
all documents the execution of which on behalf of the Corporation under its seal
is duly authorized, in accordance with, and required by, the provisions of these
By-Laws;  shall keep, or cause to be kept, the list of  stockholders as required
by  Section  2.11 of Article  Two of these  By-Laws,  which  shall  include  the
post-office addresses of the stockholders and the number of shares held by them,
respectively,  and shall make or cause to be made, all proper  changes  therein;
shall  see that the  books,  reports,  statements,  certificates  and all  other
documents  and records  required  by law are  properly  kept and filed;  and, in
general,  shall perform all duties  incident to the office of Secretary and such
other  duties as may from time to time be assigned  to him by the Board,  by any
committee  of the Board  designated  by it to so act, or by the Chief  Executive
Officer or Chairman of the Board.  The Secretary shall be appointed by the Chief
Executive Officer or by the Board of Directors.

     Section 5.12. Other Officers. The Corporation may have such other officers,
agents, and employees as the Board may designate,  including without limitation,
one or more Senior or Executive Vice Presidents,  one or more Vice Presidents, a
Chief  Operating  Officer,  a Senior Legal  Officer,  a Controller,  one or more
Assistant  Controllers,  one or  more  Assistant  Treasurers,  and  one or  more
Assistant  Secretaries,  each of whom shall hold such  office,  for such period,
have such authority,  and perform such duties as the Board, any committee of the
Board designated by it to so act, or the Chief Executive  Officer or Chairman of
the Board  may from  time to time  determine.  The  Board  may  delegate  to any
principal officer the power to appoint or remove any such subordinate  officers,
agents or employees.

     Section  5.13.  Salaries.  The  salaries of the  principal  officers of the
Corporation  shall be fixed from time to time by the Board or a duly  designated
and constituted committee thereof duly empowered and

                                       14


<PAGE>




authorized  so to act,  and  none of  such  officers  shall  be  prevented  from
receiving  a  salary  by  reason  of  the  fact  that  he is a  director  of the
Corporation.

                                   ARTICLE 6.

                              INDEMNIFICATION, ETC.

     Section  6.1.  Indemnification  and  Advances of  Expenses.  To the fullest
extent  permitted  by the  General  Corporation  Law of the  State  of  Delaware
("GCL"), as the same now exists or may hereafter be amended,  and, to the extent
required by the GCL,  only as authorized in the specific case upon the making of
a  determination   that   indemnification   of  the  person  is  proper  in  the
circumstances  because he has met the applicable  standard of conduct prescribed
in Sections 145(a) and (b) of the GCL, the Corporation  shall indemnify and hold
harmless  any person who was or is a director,  officer or  incorporator  of the
Corporation  from and against any and all expenses  (including  counsel fees and
disbursements),  judgments,  fines (including  excise taxes assessed on a person
with respect to an employee  benefit plan),  and amounts paid in settlement that
may be imposed upon or incurred by him in  connection  with,  or as a result of,
any  threatened,  pending,  or completed  proceeding,  whether civil,  criminal,
administrative  or  investigative  (whether  or not by or in  the  right  of the
Corporation), in which he is or may become involved, as a party or otherwise, by
reason of the fact that he is or was such a director, officer or incorporator of
the  Corporation  or is or was  serving at the request of the  Corporation  as a
director, officer, incorporator,  employee, partner, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including an
employee benefit plan),  whether or not he continues to be such at the time such
expenses and  judgments,  fines and amounts paid in  settlement  shall have been
imposed or  incurred.  The  Corporation  shall be required to  indemnify  such a
person who is or was a director,  officer,  or incorporator in connection with a
proceeding  (or part  thereof)  initiated by such person,  however,  only if the
initiation of such proceeding (or part thereof) by such person was authorized by
the  Board.  Such  right of  indemnification  shall  inure  whether  or not such
expenses  and  judgments,  fines and amounts paid in  settlement  are imposed or
incurred  based on matters which antedate the adoption of this Article Six. Such
right of  indemnification  shall  continue as to a person who has ceased to be a
director,  officer or  incorporator of the  Corporation,  and shall inure to the
benefit of the heirs and personal representatives of such a person.

     Expenses  incurred  by a  person  who is or  was a  director,  officer,  or
incorporator  of the  Corporation in defending or  investigating a threatened or
pending  action,  suit or  proceeding  in which  such  person  is or may  become
involved,  as a party or  otherwise,  by  reason of the fact that he is or was a
director,  officer,  or  incorporator of the Corporation or is or was serving at
the request of the Corporation as a director, officer,  incorporator,  employee,
partner, trustee, or agent of another corporation,  partnership,  joint venture,
trust or other enterprise (including an employee benefit plan), shall be paid by
the  Corporation  in  advance  of  final  disposition  of such  action,  suit or
proceeding  upon  receipt of an  undertaking  by or on behalf of such  person to
repay such amount if it shall  ultimately be determined  that he is not entitled
to be indemnified by the Corporation under this Article Six or otherwise.

     The rights to indemnification  and advancement of expenses provided by this
Article Six shall not be deemed  exclusive  of any other rights which are or may
be provided now or in the future under any

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provision  currently in effect or  hereafter  adopted of these  By-Laws,  by any
agreement, by vote of stockholders,  by resolution of directors, by provision of
law or otherwise.

     Section  6.2.  Employees  and Agents.  The  Corporation  may, to the extent
authorized from time to time by the Board of Directors, provide to employees and
agents of the  Corporation  who are not  directors,  officers  or  incorporators
rights to indemnification and advancement of expenses similar to those conferred
in this Article Six on directors, officers and incorporators of the Corporation.

     Section 6.3.  Repeal or  Modification.  Any repeal or  modification of this
Article  Six shall not  adversely  affect  any  rights  to  indemnification  and
advancement  of  expenses  of  a  director,   officer  or  incorporator  of  the
Corporation  existing  pursuant to this  Article Six with respect to any acts or
omissions occurring prior to such repeal or modification.

     Section 6.4. Other Indemnification.  The Corporation's  obligation, if any,
to  indemnify  any person who is or was  serving at its  request as a  director,
officer,   incorporator,   employee,  partner,  trustee,  or  agent  of  another
corporation, partnership, joint venture, trust or other enterprise (including an
employee  benefit  plan),  shall be reduced by any amount such  person  actually
receives as  indemnification  from such other  corporation,  partnership,  joint
venture, trust or other enterprise.

                                   ARTICLE 7.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     Section  7.1.  Execution  of  Contracts.  Unless the Board shall  otherwise
determine, the Chief Executive Officer,  President or Chairman of the Board, any
Vice  President,  the  Treasurer or the Secretary may enter into any contract or
execute  any  contract  or  other  instrument,  the  execution  of  which is not
otherwise  specifically  provided  for,  in  the  name  and  on  behalf  of  the
Corporation.  The Board, or any committee  designated by it to so act, except as
otherwise  provided in these  By-Laws,  may  authorize  any other or  additional
officer or officers or agent or agents of the  Corporation  to so act,  and such
authority  may be  general  or  confined  to  specific  instances.  Unless  duly
authorized so to do by the Certificate of  Incorporation  or by these By-Laws or
by the Board or by any such committee,  no officer, agent or employee shall have
any power or authority to bind the  Corporation by any contract or engagement or
to pledge its credit or to render it liable  pecuniarily  for any  purpose or to
any amount.

     Section  7.2.  Loans.  No  loan  shall  be  contracted  on  behalf  of  the
Corporation,  and no  evidence  of  indebtedness  shall be issued,  endorsed  or
accepted  in its name,  unless  duly  authorized  by the Board or any  committee
designated  by it to so act.  Such  authority  may be  general  or  confined  to
specific  instances.  When so  authorized,  the  officer or  officers  thereunto
authorized  may effect loans and advances at any time for the  Corporation  from
any bank, trust company or other institution,  or from any firm,  corporation or
individual,  and for such  loans and  advances  may make,  execute  and  deliver
promissory  notes or other evidences of indebtedness  of the  Corporation,  and,
when authorized as aforesaid,  as security for the payment of any and all loans,
advances, indebtedness and liabilities of the Corporation, may mortgage, pledge,

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hypothecate or transfer any real or personal  property at any time owned or held
by the Corporation, and to that end execute instruments of mortgage or pledge or
otherwise transfer such property.

     Section 7.3. Checks,  Drafts, etc. All checks, drafts, bills of exchange or
other orders for the payment of money, obligations,  notes, or other evidence of
indebtedness,  bills of lading, warehouse receipts and insurance certificates of
the Corporation,  shall be signed or endorsed by such officer or officers, agent
or agents,  attorney or attorneys,  employee or employees, of the Corporation as
shall  from  time  to time be  determined  by  resolution  of the  Board  or any
committee designated by it to so act.

     Section 7.4. Deposits.  All funds of the Corporation not otherwise employed
shall be deposited  from time to time to the credit of the  Corporation  in such
banks,  trust  companies  or other  depositories  as the Board or any  committee
designated  by it to so act  may  from  time  to  time  designate,  or as may be
designated by any officer or officers or agent or agents of the  Corporation  to
whom such power may be delegated by the Board or any committee  designated by it
to so act  and,  for the  purpose  of such  deposit  and  for  the  purposes  of
collection  for the account of the  Corporation  may be  endorsed,  assigned and
delivered by any officer,  agent or employee of the Corporation or in such other
manner as may from time to time be designated or determined by resolution of the
Board or any committee designated to so act.

     Section 7.5. Proxies in Respect of Securities of Other Corporations. Unless
otherwise  provided  by  resolution  adopted  by  the  Board  or  any  committee
designated by it to so act, the Chairman of the Board,  Chief Executive  Officer
or President or any Vice  President may from time to time appoint an attorney or
attorneys  or agent or agents of the  Corporation,  in the name and on behalf of
the Corporation, to cast the votes which the Corporation may be entitled to cast
as the holder of stock or other securities in any other corporation, association
or trust, any of whose stock or other securities may be held by the Corporation,
at  meetings  of the  holders  of the stock or other  securities  of such  other
corporation,  association or trust, or to consent in writing, in the name of the
Corporation  as  such  holder,  to  any  action  by  or  respecting  such  other
corporation,  association  or trust,  and may  instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent, and may
execute or cause to be executed in the name and on behalf of the Corporation and
under its  corporate  seal,  or  otherwise,  all such  written  proxies or other
instruments as he may deem necessary or proper in the premises.

                                   ARTICLE 8.

                                BOOKS AND RECORDS

     Section 8.1. Place. The books and records of the Corporation may be kept at
such  places  within or without the state of Delaware as the Board may from time
to time determine.

     Section 8.2.  Addresses of Stockholders.  Each stockholder shall furnish to
the Secretary of the  Corporation or to a transfer  agent of the  Corporation an
address  at which  notices  of  meetings  and all other  corporate  notices  and
communications may be served upon or mailed to him, and if any stockholder shall
fail to

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designate such address,  corporate notices and communications may be served upon
him by mail,  postage  prepaid,  to him at his post office address last known to
the Secretary or to a transfer  agent of the  Corporation  or by  transmitting a
notice  thereof  to him at such  address  by  facsimile  transmission  or  other
available method.

     Section 8.3.  Record  Dates.  Except as otherwise  provided by law or these
By-Laws,  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,  or  entitled  to consent  to  corporate  action in  writing  without a
meeting, or entitled to receive payment of any dividend or other distribution or
allotment  of any rights,  or 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 may fix, in advance,  a record date,  which shall not be more
than sixty days nor less than ten days before the date of such meeting,  or more
than sixty days prior to any other action.  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 may fix a
new record date for the adjourned meeting.

     Section  8.4.  Audit of Books and  Accounts.  The books and accounts of the
Corporation  shall be  audited at least once in each  fiscal  year by  certified
public accountants of good standing selected by the Board.

                                   ARTICLE 9.

                            SHARES AND THEIR TRANSFER

     Section  9.1.  Certificates  of Stock.  Every holder of record of shares of
stock of the Corporation shall be entitled to have a certificate  certifying the
number of shares owned by him and  designating  the class of stock to which such
shares belong, which shall otherwise be in such form as the Board may prescribe.
Every such certificate  shall be signed by the Chairman of the Board,  President
or a Vice  President,  and  the  Treasurer  or any  Assistant  Treasurer  or the
Secretary or any Assistant Secretary of the Corporation;  any and all signatures
may be in facsimile form. In case any officer or officers who shall have signed,
or whose  facsimile  signature or  signatures  shall have been used on, any such
certificate  or  certificates  shall cease to be such officer or officers of the
Corporation,  whether  because of death,  resignation or otherwise,  before such
certificate or certificates  shall have been delivered by the Corporation,  such
certificate  or  certificates  may  nevertheless  be issued and delivered by the
Corporation as though the person or persons who signed such certificate or whose
facsimile signature or signatures shall have been used had not ceased to be such
officer or officers of the Corporation.

     Section 9.2. Record. A record shall be kept of the name of the person, firm
or corporation  owning the shares of stock  represented by each  certificate for
shares of stock of the Corporation  issued,  the number of shares represented by
each such certificate,  and the date thereof, and, in case of cancellation,  the
date of  cancellation.  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 to hold liable for calls and
assessments a person  registered on its books as the owner of shares,  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 Certificate

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<PAGE>




of Incorporation or law. The stock record books and the blank stock  certificate
books shall be kept by the Secretary or by any other officer or agent designated
by the Board.

     Section 9.3. Transfer of Stock.  Except as otherwise provided by law or the
Certificate  of  Incorporation,   transfers  of  shares  of  the  stock  of  the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed or accompanied
by proper  instruments  of transfer;  provided,  however,  that such transfer is
subject  to  the  transfer   restrictions   contained  in  the   Certificate  of
Incorporation.

     Section 9.4.  Transfer Agent and Registrar;  Regulations.  The  Corporation
shall,  if and  whenever  the Board  shall so  determine,  maintain  one or more
transfer  offices or agencies,  each in charge of a transfer agent designated by
the Board,  where the shares of the capital  stock of the  Corporation  shall be
directly  transferable,  and also if and whenever the Board shall so  determine,
maintain one or more registry offices,  each in charge of a registrar designated
by the Board, where such shares of stock shall be registered. The Board may make
such rules and regulations as it may deem expedient,  not inconsistent  with the
Certificate of  Incorporation or these By-Laws,  concerning the issue,  transfer
and  registration  of  certificates  for  shares  of the  capital  stock  of the
Corporation.

     Section  9.5.  Lost,  Destroyed or  Mutilated  Certificates.  The Board may
direct a new certificate  representing  shares of stock to be issued in place of
any certificate 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.  When
authorizing  such issue of a new  certificate,  the Board may, in its discretion
and as a condition precedent to the issuance thereof,  require the owner of such
lost, stolen or destroyed certificate, or his legal representative, to advertise
the same in such manner as the Board of Directors  shall require and/or give the
Corporation  a bond in  such  sum as the  Board  may  direct  to  indemnify  the
Corporation  against  any claim that may be made  against the  Corporation  with
respect to the certificate alleged to have been lost, stolen or destroyed.

                                   ARTICLE 10.

                                      SEAL

     The Board shall adopt and approve a corporate  seal,  which shall be in the
form of a circle  and shall bear the full name of the  Corporation,  the year of
its incorporation and the words and figures "Corporate Seal, Delaware." The seal
may be used by causing it or a facsimile  thereof to be  impressed or affixed or
reproduced or otherwise.

                                   ARTICLE 11.

                                   FISCAL YEAR

     The  fiscal  year of the  Corporation  shall  commence  on the first day of
January,  except as otherwise  provided  from time to time by  resolution of the
Board of Directors.

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                                   ARTICLE 12.

                                     NOTICE

     Section 12.1.  Delivery of Notices.  Except as otherwise  provided in these
By-Laws,  whenever  written  notice  is  required  by law,  the  Certificate  of
Incorporation  or  these  ByLaws,  to be  given  to any  director,  member  of a
committee  of the  Board  or  stockholder,  such  notice  may be  given by mail,
addressed to such director, member of a committee or stockholder, at his address
as it appears on the records of the  Corporation,  with postage thereon prepaid,
and such  notice  shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by  facsimile  transmission,  telegram,  telex or cable or other  permissible
means.

     Section  12.2.  Waivers of Notice.  Whenever any notice is required by law,
the Certificate of Incorporation or these By-Laws,  to be given to any director,
member of a committee of the Board or stockholder,  a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE 13.

                                   AMENDMENTS

     Section 13.1. By-Laws.  The Board may adopt, amend or repeal the By-Laws by
the affirmative vote of a majority of the Board; provided, however, that Section
2.3 may not be amended or repealed  without the  affirmative  vote of 85% of the
outstanding  shares  entitled  to vote for the  election of  directors.  No such
amendment may be made unless the By-Laws,  as amended,  are consistent  with the
provisions  of the General  Corporation  Law of the State of Delaware and of the
Certificate of Incorporation.

                                   ARTICLE 14.

                                    DIVIDENDS

     Dividends upon shares of the capital stock of the  Corporation,  subject to
the provisions of the Certificate of  Incorporation,  if any, may be declared by
the  Board,  only in  accordance  with  these  By-Laws  and the  Certificate  of
Incorporation, and may be paid in cash, in property, or in shares of the capital
stock.  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 from
time to time, in its absolute discretion,  deems 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 any proper purpose, and the
Board may modify or abolish any such reserve.

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