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                                                                     EXHIBIT 3.1

                                     BYLAWS
                                       OF
                             EQUITY MARKETING, INC.

                                    ARTICLE I
                                     OFFICES

               SECTION 1.1. REGISTERED OFFICE. The registered office shall be in
the City of Wilmington, County of New Castle, State of Delaware.

               SECTION 1.2. OTHER OFFICES. The Corporation may also have offices
at such other places both within and without the State of Delaware as the Board
of Directors may from time to time determine or the business of the Corporation
may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

               SECTION 2.1. MEETINGS. All meetings of the stockholders for the
election of directors shall be held in such place, either within or without the
State of Delaware, as may be fixed from time to time by the Board of Directors
and as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

               SECTION 2.2. ANNUAL MEETINGS. An annual meeting of the
stockholders, for the election of directors to succeed those whose terms expire
and for the transaction of such other business as may properly come before the
meeting, shall be held at such place, on such date, and at such time as the
Board of Directors shall each year fix.

               SECTION 2.3. WRITTEN NOTICE OF ANNUAL MEETINGS. Written notice of
the annual meeting stating the place, date and hour of the meeting shall be
delivered to each stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the meeting, except as
otherwise provided herein or required by law.

               SECTION 2.4. STOCK LEDGER. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, 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 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 so specified, at the place where the meeting
is to be held. The list shall also 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.


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               SECTION 2.5. SPECIAL MEETINGS. Special meetings of the
stockholders, for any purpose or purposes prescribed in the notice of the
meeting, may be called by the Board of Directors or the chief executive officer
and shall be held at such place, on such date, and at such time as they or he
shall fix.

               SECTION 2.6. WRITTEN NOTICE OF SPECIAL MEETINGS. Written notice
of a special meeting stating the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting, to
each stockholder entitled to vote at such meeting, except as otherwise provided
herein or required by law.

               SECTION 2.7. BUSINESS AT SPECIAL MEETINGS.Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice.

               SECTION 2.8. QUORUM. The holders of a majority of each class of
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by law
or by the Certificate of Incorporation. For purposes of the foregoing, two or
more classes or series of stock shall be considered a single class if the
holders thereof are entitled to vote together as a single class at the meeting.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the chairman of the meeting or the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. 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.

               SECTION 2.9. VOTING.When a quorum is present at any meeting, the
vote of the holders of a majority of each class of stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of law or of the Certificate of Incorporation, a different vote is required, in
which case such express provision shall govern and control the decision of such
question.

               SECTION 2.10. VOTING AND PROXIES. Unless otherwise provided in
the Certificate of Incorporation, each stockholder entitled to vote at any
meeting of stockholders shall be entitled to one vote for each share of stock
held by him which has voting power upon the matter in question, and no
stockholder shall be entitled to cumulate his votes. If the Certificate of
Incorporation provides for more or less than one vote for any share on any
matter, every reference in these Bylaws to a majority or other proportion of
stock shall refer to such majority or other proportion of the votes of such
stock. A stockholder may vote the shares owned of record by him either in person
or by proxy executed in writing (which shall include writings sent by telex,
telegraph, cable, facsimile transmission or other means of electronic
transmission) by 


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the stockholder himself or his duly authorized attorney-in-fact; provided,
however, that any such telex, telegram, cablegram, facsimile transmission or
other means of electronic transmission must either set forth or be submitted
with information from which it can be determined that the telex, telegram,
cablegram, facsimile transmission or other means of electronic transmission was
authorized by the stockholder. If it is determined that such telexes, telegrams,
cablegrams, facsimile transmissions or other electronic transmissions are valid,
the inspectors or, if there are no inspectors, such other persons making that
determination shall specify the information upon which they relied. Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to the foregoing sentences of this Section 2.10
may be substituted or used in lieu of the original writing or transmission for
any and all purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or transmission.
Execution of the proxy may be accomplished by the stockholder or his authorized
officer, director, employee or agent signing such writing or causing his
signature to be affixed to such writing by any reasonable means including, but
not limited to, by facsimile signature. No such proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A stockholder may revoke any
proxy which is not irrevocable by attending the meeting and voting in person or
by filing an instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary of the Corporation. Voting at
meetings of stockholders need not be by written ballot and need not be conducted
by inspectors unless required by Section 2.11 of these Bylaws or unless the
holders of a majority of the outstanding shares of all classes of stock entitled
to vote thereon present in person or by proxy at such meeting shall so
determine.

               SECTION 2.11. INSPECTORS OF ELECTION. Before any meeting of
stockholders, the Board of Directors may appoint any persons other than nominees
for office to act as inspectors of election at the meeting or its adjournment.
If the Corporation has a class of voting stock that is (i) listed on a national
securities exchange, (ii) authorized for quotation on an inter-dealer quotation
system of a registered national securities exchange, or (iii) held of record by
more than 2,000 stockholders, the Board of Directors shall, in advance of any
meeting of stockholders, appoint one or more inspectors other than nominees for
office to act at the meeting. If no inspectors of election are appointed, the
chairman of the meeting may, and on the request of any stockholder or his proxy
shall, appoint inspectors of election at the meeting. The number of inspectors
shall be determined by the Board of Directors before the meeting or by the
chairman of the meeting at the meeting. If any person appointed as inspector
fails to appear or fails or refuses to act, the vacancy may be filled by
appointment by the Board of Directors before the meeting, or by the meeting
chairman at the meeting. Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his ability.

               The duties of these inspectors shall be as follows: (i) ascertain
the number of shares outstanding and the voting power of each; (ii) determine
the shares represented at a meeting and the validity of proxies and ballots;
(iii) count all votes and ballots; (iv) determine 


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and retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors; and (v) certify their determination
of the number of shares represented at the meeting, and their count of all votes
and ballots. The inspectors may appoint or retain other persons or entities to
assist the inspectors in the performance of the duties of the inspectors.

               The date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxies or votes, nor any revocations
thereof or changes thereto shall be accepted by the inspectors after the closing
of the polls.

               Except as otherwise required by applicable law, in determining
the validity and counting of proxies and ballots, the inspectors shall be
limited to an examination of the proxies, any envelopes submitted with those
proxies, any information provided in accordance with Section 2.10 hereof,
ballots and the regular books and records of the Corporation.

               SECTION 2.12. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

               Annual Meetings of Stockholders. (a) 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 (i) pursuant to the Corporation's notice of meeting, (ii) by or
at the direction of the Board of Directors or (iii) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complied with the notice
procedures set forth in this Section 2.12 and who was a stockholder of record at
the time such notice is delivered to the Secretary of the Corporation.

               (b) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (iii) of paragraph
(a) above of this Section 2.12, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such other business
must 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 less 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 more than
thirty (30) days before or more than sixty (60) days after such anniversary
date, 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 annual
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 (i) as to each person whom the stockholder proposes 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, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act 


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of 1934, as amended (the "Exchange Act"), including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected; (ii) 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 (iii) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner and the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner.

               (c) Notwithstanding anything in the second sentence of paragraph
(b) of this Bylaw 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 Bylaw 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.

               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) by any stockholder of the Corporation who is entitled to vote
at the meeting, who complies with the notice procedures set forth in this Bylaw
and who is a stockholder of record at the time such notice is delivered to the
Secretary of the Corporation. 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 positions if the stockholder's notice
required by paragraph (b) above of this Section 2.12 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 special 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.

               General. (a) Only persons who are nominated in accordance with
the procedures set forth in this Bylaw shall be eligible to serve as a director
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in 


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

               (b) For purposes of this Bylaw, "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.

               (c) Notwithstanding the foregoing provisions of this Bylaw, 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 Bylaw. Nothing in this Bylaw shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or the holders of any
series of preferred stock to elect directors under specified circumstances.

               SECTION 2.13. STOCKHOLDER ACTION BY WRITTEN CONSENT. (a) Any
action required to be taken at any annual or special meeting of stockholders of
the Corporation, or any action which may be taken at any annual or special
meeting of the stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the Corporation by delivery to
its registered office in Delaware or to the Secretary of the Corporation at its
principal place of business. Delivery shall be made by hand or by certified or
registered mail, return receipt request.

               (b) Every written consent shall bear the date of signature of
each stockholder who signs the consent and no written consent shall be effective
to take the corporate action referred to therein unless, within sixty (60) days
of the date the earliest dated consent is delivered to the Corporation, a
written consent or consents signed by a sufficient number of holders to take
action are delivered to the Corporation in the manner prescribed in paragraph
(c) of this Section 2.13.

               (c) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix 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 date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within ten (10) days 

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after the date on which such a request is received, adopt a resolution
fixing the record date. If no record date has been fixed by the Board of
Directors within ten (10) days of the date on which such a request is received,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation in accordance with paragraphs (a) and (b) of this
Section. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.

               (d) Within five (5) business days after receipt of the earliest
dated consent delivered to the Corporation in the manner provided in this
Section 2.13, the Corporation, shall retain nationally recognized independent
inspectors of elections for the purposes of performing a ministerial review of
the validity of consents and any revocations thereof. The cost of retaining
inspectors of election shall be borne by the Corporation.

               (e) At any time that stockholders soliciting consents in writing
to corporate action have a good faith belief that the requisite number of valid
and unrevoked consents to authorize or take the action specified has been
received by them, the consents shall be delivered by the soliciting stockholders
to the Corporation's registered office in the State of Delaware or to the
Secretary of the Corporation at its principal place of business, together with a
certificate stating their belief that the requisite number of valid and
unrevoked consents has been received as of a specific date, which date shall be
identified in the certificate. Such delivery shall be made by hand or by
certified or registered mail, return receipt requested. Upon receipt of such
consents, the Corporation shall cause the consents to be delivered promptly to
the inspectors of election. The Corporation also shall deliver promptly to the
inspectors of election any revocations of consents in its possession, custody or
control as of the time of receipt of the consents.

               (f) As promptly as practicable after the consents and revocations
are received by them, the inspectors of election shall issue a preliminary
report to the Corporation stating: (i) the number of shares represented by valid
and unrevoked consents; (ii) the number of shares represented by invalid
consents; (iii) the number of shares represented by invalid revocations; and
(iv) the number of shares entitled to submit consents as of the record date.
Unless the Corporation and the soliciting stockholders agree to a shorter or
longer period, the Corporation and the soliciting stockholders shall have five
(5) days to review the consents and revocations and to advise the inspectors and
the opposing party in writing as to whether they intend to challenge the
preliminary report. If no timely written notice of an intention to challenge the
preliminary report is received, the inspectors shall certify the preliminary
report (as corrected or modified by virtue of the detection by the inspectors of
clerical errors) as their final report and deliver it to the Corporation. If the
Corporation or the soliciting stockholders give timely written notice of an
intention to challenge the preliminary report, a challenge session shall be
scheduled by the inspectors as promptly as practicable. A transcript of the
challenge session shall be 


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recorded by a certified court reporter. Following completion of the challenge
session, the inspectors shall issue as promptly as practicable their final
report and deliver it to the Corporation. A copy of the final report shall be
included in the book in which the proceedings of meetings of stockholders are
required.

               (g) The Corporation shall give prompt notice to the stockholders
of the results of any consent solicitation or the taking of corporate action
without a meeting by less than unanimous written consent.

               (h) This Section 2.13 shall in no way impair or diminish the
right of any stockholder or director, or any officer whose title to office is
contested, to contest the validity of any consent or revocation thereof, or to
take any other action with respect thereto.

                                   ARTICLE III
                                    DIRECTORS

               SECTION 3.1. NUMBER AND TERM OF OFFICE. The Board of Directors
shall consist of one or more members, the exact number thereof to be determined
from time to time by resolution of the Board of Directors. The Board of
Directors may, by resolution passed by a majority of the whole board, create new
directorships. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3.2, and each director elected shall
hold office until his successor is elected and qualified. Directors need not be
stockholders, residents of Delaware or citizens of the United States.

               SECTION 3.2. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced.

               SECTION 3.3. POWERS. The business of the Corporation shall be
managed by or under the direction of its Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

               SECTION 3.4. MEETINGS OF THE BOARD OF DIRECTORS. The Board of
Directors of the Corporation may hold meetings, both regular and special, either
within or without the State of Delaware.

               SECTION 3.5. REGULAR MEETINGS OF THE BOARD OF DIRECTORS. Regular
meetings of the Board of Directors may be held upon notice, or without notice,
at such time and at such place as shall from time to time be determined by the
Board of Directors.

               SECTION 3.6. SPECIAL MEETINGS OF THE BOARD OF DIRECTORS. Special
meetings of the Board of Directors may be called by one-third of the directors
then in office or by the chief 


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executive officer and shall be held at such place, on such date, and at such
time as they or he shall fix. Notice of the place, date and time of each such
special meeting shall be given each director by whom it is not waived by mailing
written notice not less than three (3) days before the meeting or by
telegraphing or sending by facsimile transmission the same not less than
eighteen (18) hours before the meeting. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.

               SECTION 3.7. QUORUM. At all meetings of the board a majority of
the directors shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law or by the Certificate of Incorporation. If a quorum
shall not be present at any meeting of the Board of Directors the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

               SECTION 3.8. BOARD ACTION BY WRITTEN CONSENT. 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
or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board or committee.

               SECTION 3.9. TELEPHONIC MEETINGS. Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, 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 in a meeting shall constitute presence in person at the meeting.

               SECTION 3.10. COMMITTEES OF DIRECTORS. The Board of Directors may
designate one or more committees, each committee to consist of one or more of
the 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. In the absence or
disqualification of a 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. Any such committee, to the extent 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, 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 (i) approving or adopting, or recommending to the
stockholders, any action expressly required by law to be submitted to the
stockholders for approval, or (ii) adopting, amending or repealing any bylaw of
the Corporation. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.


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               SECTION 3.11. CONDUCT OF BUSINESS BY COMMITTEES. Unless the Board
of Directors otherwise provides, each committee designated by the Board of
Directors may adopt, amend and repeal rules for the conduct of its business. In
the absence of a provision by the Board of Directors or a provision in the rules
of such committee to the contrary, a majority of the entire authorized number of
members of such committee shall constitute a quorum for the transaction of
business, the vote of a majority of the members present at a meeting at the time
of such vote if a quorum is then present shall be the act of such committee, and
in other respects each committee shall conduct its business in the same manner
as the Board of Directors conducts its business pursuant to Article III of these
Bylaws. Each committee shall keep regular minutes of its meetings and report the
same to the Board of Directors when required.

               SECTION 3.12. COMPENSATION OF DIRECTORS. Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, the Board of
Directors shall have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. Nothing herein
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee meetings.

               SECTION 3.13. REMOVAL OF DIRECTORS. Unless otherwise restricted
by the Certificate of Incorporation or Bylaws, any director or the entire Board
of Directors may be removed, with or without cause, by the holders of a majority
of shares entitled to vote at an election of directors at a special meeting of
stockholders called for that purpose.

                                   ARTICLE IV
                                     NOTICES

               SECTION 4.1. NOTICES. Whenever notice is required to be given to
any director or stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on 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. Notice to
directors may also be given by telecopy or overnight delivery service.

               SECTION 4.2. WAIVER. Whenever any notice is required to be given,
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.


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                                    ARTICLE V
                                    OFFICERS

               SECTION 5.1. GENERAL. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a chairman (or any number of
co-chairman), a president, one or more vice presidents (who may at the pleasure
of the Board of Directors be designated as Senior Vice Presidents, Executive
Vice Presidents, Vice Presidents in charge of a particular function such as Vice
President-Finance, or merely Vice President), a secretary and a treasurer. The
Board of Directors may also choose a controller, one or more assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, except the offices of chairman and secretary.

               Officers shall be elected by the Board of Directors, which shall
consider that subject at its first meeting after every annual meeting of
stockholders. The Board of Directors may appoint such other officers and agents
as it shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the board. Except as otherwise provided in a resolution of the Board of
Directors electing any officer, each officer shall hold office until the first
meeting of the Board of Directors after the annual meeting of stockholders next
succeeding his election, and until his successor is elected and qualified or
until his earlier death, resignation or removal. Any officer may resign at any
time upon written notice to the Board of Directors or to the President or the
Secretary of the Corporation. Such resignation shall take effect at the time
specified therein, and unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective. The Board of Directors may
remove any officer with or without cause at any time. Any such removal shall be
without prejudice to the contractual rights of such officer, if any, with the
Corporation, but the election of an officer shall not of itself create
contractual rights. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise may be filled for the unexpired portion
of the term by the Board of Directors at any regular or special meeting.

               SECTION 5.2. THE CHAIRMAN. The chairman of the Board of Directors
(or, if there are co-chairmen, that co-chairman who is designated by the Board
of Directors) shall be the chief executive officer of the Corporation. Subject
to the provisions of these Bylaws and to the direction of the Board of
Directors, he shall have the responsibility for the general management and
control of the affairs and business of the Corporation and shall perform all
duties and have all powers which are commonly incident to the office of chief
executive or which are delegated to him by the Board of Directors.

               The Board of Directors may, at its discretion, appoint co-chief
executive officers, each of whom shall have such duties and other powers as are
commonly incident to such office or are delegated to each of them by the Board
of Directors.

               The chairman (or any co-chairmen) of the Board of Directors shall
have power to sign all stock certificates, contracts and other instruments of
the Corporation which are authorized. He shall have general supervision and
direction of all of the other officers and agents of the 


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<PAGE>   12
Corporation.

               SECTION 5.3. THE PRESIDENT. The president shall have such duties
and powers as may from time to time be delegated to him by the Board of
Directors or by the chairman of the Board of Directors (or if there are
co-chairmen of the Board of Directors, the chief executive officer). In the
absence or disability of the chairman (or co-chairmen) of the Board of
Directors, or during the period of a vacancy in that office, he shall act as the
chief executive officer of the Corporation and shall have the duties and powers
of the chairman. The president shall, in the absence or disability of the
chairman, preside at meetings of the stockholders and the Board of Directors.

               SECTION 5.4. THE VICE PRESIDENTS. The vice president or, if there
shall be more than one, the vice presidents in the order determined by the Board
of Directors shall, in the absence or disability of the president, perform the
duties and exercise the powers of the president and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

               SECTION 5.5. THE SECRETARY AND ASSISTANT SECRETARIES. The
secretary shall attend all meetings of the Board of Directors and all meetings
of the stockholders and record all the proceedings of the meetings of the
Corporation and of the Board of Directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when required. The
secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or person
serving as chief executive officer, under whose supervision he shall be. The
secretary shall have custody of the corporate seal of the Corporation and he, or
an assistant secretary, shall have authority to affix the same to any instrument
requiring it and, when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his signature.

               The assistant secretary or, if there be more than one, the
assistant secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

               SECTION 5.6. THE TREASURER AND ASSISTANT TREASURERS. The
treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors.

               The treasurer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the person serving as chief executive
officer, the president and Board of Directors at its regular meetings, or when
the Board of Directors so requires, an account of all his transactions as
treasurer and of the 


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<PAGE>   13
financial condition of the Corporation.

               The assistant treasurer, or, if there shall be more than one, the
assistant treasurers in the order determined by the Board of Directors, shall,
in the absence or disability of the treasurer, perform the duties and exercise
the powers of the treasurer and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                                   ARTICLE VI
                              CERTIFICATES OF STOCK

               SECTION 6.1. GENERAL. The shares of the Corporation shall be
represented by certificates; provided, however, that the Board of Directors may
provide by resolution or resolutions that some or all of any or all classes or
series of the Corporation's stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate, signed by, or in the name of the Corporation by,
the chairman or the president or a vice-president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
Corporation, certifying the number of shares owned by him in certificated form.
Any of or all the signatures on the certificate may be 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
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

               SECTION 6.2. LOST CERTIFICATES. In the event of the loss, theft
or destruction of any certificate of stock, another may be issued in its place
pursuant to such regulations as the Board of Directors may establish concerning
proof of such loss, theft or destruction and concerning the giving of a
satisfactory bond or bonds of indemnity.

               SECTION 6.3. REGULATIONS REGARDING STOCK. The issue, transfer,
conversion and registration of certificates of stock shall be governed by such
other regulations as the Board of Directors may establish.

               SECTION 6.4. RECORD DATES. 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 to express 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 of Directors may fix 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: (i) in the case of determination of stockholders entitled to
vote at any meeting of stockholders or adjournment thereof, shall, unless
otherwise required by law, not be more than sixty (60) nor less than ten (10)
days before the date of such meeting; (ii) in the case of determination of
stockholders entitled to express consent to corporate action in writing 


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<PAGE>   14
without a meeting, shall not be more than ten (10) days from the date upon which
the resolution fixing the record date is adopted by the Board of Directors; and
(iii) in the case of any other action, shall not be more than sixty (60) days
prior to such other action. If no record date is fixed: (i) 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; (ii) the record
date for determining stockholders entitled to express consent to corporate
action in writing without a meeting, when no prior action of the Board of
Directors is required by law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation in accordance with applicable law, or, if prior action by the
Board of Directors is required by law, shall be at the close of business on the
day on which the Board of Directors adopts the resolution taking such prior
action; and (iii) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. 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.

                                   ARTICLE VII
                                 INDEMNIFICATION

               SECTION 7.1. ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR
IN THE RIGHT OF THE CORPORATION. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

               SECTION 7.2. ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF
THE CORPORATION. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by 


                                       14


<PAGE>   15
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

               SECTION 7.3. EXPENSES INCURRED. To the extent that a present or
former director or officer of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 7.1 or 7.2 or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

               SECTION 7.4. DETERMINATION OF INDEMNIFICATION. Any
indemnification under Sections 7.1 or 7.2 (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 7.1 or 7.2. Such
determination shall be made with respect to a person who is a director or
officer at the time of such determination, (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (iii) if
there are not such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iv) by the stockholders.

               SECTION 7.5. ADVANCEMENT OF EXPENSES. Expenses (including
attorneys' fees) incurred by an officer or director of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article VII
or where indemnification is granted to the extent the expenses so advanced by
the Corporation or allowed by a court exceed the indemnification to which he is
entitled.

               SECTION 7.6. NON-EXCLUSIVITY. The indemnification and advancement
of expenses provided by, or granted pursuant to, this Article VII shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, 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 such
office, and shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.


                                       15


<PAGE>   16
               SECTION 7.7. INSURANCE. The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation, as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article VII.

               SECTION 7.8. INCLUSION OF CONSTITUENT CORPORATION. For purposes
of this Article VII, references to "the Corporation" shall include, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, 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 Article VII with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

               SECTION 7.9. INCLUSION OF OTHER TERMS. For purposes of this
Article VII, references to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to any 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
service 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 Article VII.

               SECTION 7.9. PARTIAL INDEMNIFICATION. If any person is entitled
under any provisions of this Article VII to indemnification by the Corporation
for some or a portion of the judgments, fines, penalties, costs, charges or
reasonable expenses (including attorneys' fees) incurred in, and amounts paid or
to be paid in settlement of, an action or proceeding described in Section 7.1 or
any appeal therein, but not, however, for all of the total amount thereof, the
Corporation shall nevertheless indemnify such person for the portion thereof to
which such person is entitled.

               SECTION 7.10. CONTRACT RIGHT. The foregoing indemnification
provisions of this Article VII shall be deemed to be a contract between the
Corporation and each director, officer, employee or agent who serves in any such
capacity at any time while these provisions are in effect and any repeal or
modification thereof shall not affect any right or obligation then existing with
respect to any state of facts then or previously existing or any action or
proceeding previously or thereafter brought or threatened based in whole or in
part upon any such state of facts. Such 


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<PAGE>   17
"contract right" may not be modified retroactively without the consent of such
director, officer employee or agent.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

               SECTION 8.1. GENDER. Any reference to the masculine gender in
these Bylaws shall be construed to mean the feminine gender, as the situation
may demand.

               SECTION 8.2. CHECKS. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

               SECTION 8.3. FISCAL YEAR. The fiscal year of the Corporation
shall be fixed, and shall be subject to change, by the Board of Directors.

               SECTION 8.4. SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

               SECTION 8.5. AMENDMENTS. These Bylaws may be amended or repealed
by the Board of Directors at any meeting or by the stockholders at any meeting.

               SECTION 8.6. FACSIMILE SIGNATURES. In addition to the provisions
for the use of facsimile signatures elsewhere specifically authorized in these
bylaws, facsimile signatures of any officer or officers of the Corporation may
be used whenever and as authorized by the Board of Directors.

               SECTION 8.7. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each
director, each member of any committee designated by the Board of Directors, and
each officer of the Corporation shall, in the performance of his duties, be
fully protected in relying in good faith upon the books of account or other
records of the Corporation, including reports made to the Corporation by any of
its officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.

               SECTION 8.8. TIME PERIODS. In applying any provision of these
Bylaws which require that an act be done or not done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to any event, calendar days shall be used, the day of the doing of
the act shall be excluded, and the day of the event shall be included.

               SECTION 8.9. INDEPENDENT ACCOUNTANTS. The Board of Directors
shall appoint on an annual basis such firm of independent public accountants as
it shall deem appropriate to examine the Corporation's financial books and
records on at least an annual basis. The appointment of said independent
accountants shall, at the next succeeding annual meeting of stockholders be
presented to the stockholders of the Corporation for ratification. Should the
stockholders fail to ratify the 


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<PAGE>   18
appointment by the Board of Directors of said independent public accountants,
the Board of Directors shall take the matter under consideration and the vote of
the stockholders in that regard shall be deemed advisory in nature.


                                       18