ADVANCED AERODYNAMICS & STRUCTURES, INC.
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                                   B Y L A W S
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                                    ARTICLE I
                                     OFFICES

     Section 1. The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

     Section 2. 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 1. All meetings of the  stockholders  for the election of directors
shall be held at the principal  executive  office of the corporation in the City
of Long Beach,  State of California,  or at such place as may be fixed from time
to time by the board of  directors,  or at such  other  place  either  within or
without the State of Delaware  as shall be  designated  from time to time by the
board of  directors  and  stated  in the  notice  of the  meeting.  Meetings  of

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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. Annual meetings of stockholders,  commencing with the year 1997,
shall be held on or before the fifteenth day of August of each year at such date
and time as shall be designated  from time to time by the board of directors and
stated in the notice of the  meeting,  at which they  shall  elect by  plurality
vote, a board of directors,  and transact such other business as may properly be
brought before the meeting.

     Section  3.  The  officer  who  has  charge  of  the  stock  ledger  of the
corporation  shall  prepare and make,  at least ten 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 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  4.  Special  meetings  of the  stockholders,  for any  purpose  or
purposes,  unless  otherwise  prescribed  by  statute or by the  certificate  of
incorporation,  may be  called  by the  president  and  shall be  called  by the
president  or  secretary at the request in writing of a majority of the board of
directors,  or by the  chairman  of the board,  or by the  president,  or at the
request  in writing of  stockholders  owning at least ten  percent of the entire
capital stock of the  corporation  issued and  outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.

     Section 5. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

     Section 6. Written notice of any meeting of stockholders stating the place,
date and hour of the meeting  and the purpose or purposes  for which the meeting
is  called,  shall be given not less than ten (10) nor more than sixty (60) days
before the date of the  meeting,  to each  stockholder  entitled to vote at such
meeting. Any notice of stockholders'  meeting or report to stockholders shall be
deemed to have been given at the time when delivered  personally or deposited in
the mail  (first  class,  postage  pre-paid)  or sent by other  means of written
communication.  An  affidavit  of mailing of any notice or report in  accordance
with the provisions of the General Corporation Law of Delaware (DGCL),  executed
by the  Secretary,  assistant  secretary or any transfer  agent,  shall be prima
facie evidence of the giving of the notice or report.

     Section 7. Upon  request in  writing,  delivered  to such  officers  by any
persons entitled to call a meeting of stockholders,  it shall be the duty of the
chairman of the board,  the president,  a vice  president or the  secretary,  to
cause  notice to be given to the  stockholders  entitled  to vote that a meeting
will be held at a time  requested by the person or persons  calling the meeting,
not less than  thirty-five  (35) nor more than sixty (60) days after  receipt of
the request. If such notice shall not be given within twenty (20) days after the
date of receipt of such  request,  the  person of persons  entitled  to call the
meeting may give  notice of the  meeting in the manner  provided in Section 8 of
Article II of these Bylaws.

     Section 8. Notice of each annual or special meeting of  stockholders  shall
be given in writing and shall  specify  the place,  the date and the hour of the
meeting,  and (1) in the case of a special  meeting,  the general  nature of the
business  to be  transacted  at the  meeting,  or (2) in the case of the  annual
meeting, those matters which the board of directors,  at the time of the mailing
of the  notice,  intends to present  for action by the  stockholders,  but,  any
proper matter may be presented at the annual meeting for such action.

     Section  9.  Notice  of  a  stockholders'  meeting  or  any  report  to  he
stockholders  shall be given  either  personally,  or by sending a copy  thereof
through the mail,  or by telegram,  or by other means of written  communication,
charges prepaid, to the stockholder's address appearing on the

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books of the corporation, or given by the stockholder to the corporation for the
purposes of notice; or, if no such address appears or is given,  notice shall be
deemed to have been given if addressed to the stockholder at the place where the
principal  executive  office of the  corporation  is located or if  published at
least once in a newspaper having general  circulation in the county in which the
principal  executive office is located. If any notice or report addressed to the
stockholder  at the address of such  stockholder  appearing  on the books of the
corporation  is returned to the  corporation by the United States Postal Service
marked to indicate that the United  States  Postal  Service is unable to deliver
the notice or report to the  stockholder at such address,  all future notices or
reports shall be deemed to have been duly given without  further  mailing if the
same  shall  be  available  for  the  stockholder  upon  written  demand  of the
stockholder at the principal executive office of the corporation for a period of
one year  from the date of the  giving  of the  notice  or  report  to all other
stockholders.

     Section 10. The holders of a majority of the stock  issued and  outstanding
and entitled to vote thereat,  present in person or represented by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business  except as  otherwise  provided  by  statute or by the  certificate  of
incorporation.  Whenever under the DGCL,  shares are disqualified from voting on
any matter, they shall not be considered  outstanding for the determination of a
quorum at any meeting to act upon that  matter.  The  stockholders  present at a
duly  called  or held  meeting  at which a quorum is  present  may  continue  to
transact  business until  adjournment  notwithstanding  the withdrawal of enough
stockholders  to leave  less than a quorum,  if any  action  taken  (other  than
adjournment)  is  approved  by at least a  majority  of the shares  required  to
constitute  a  quorum.  If,  however,  such  quorum  shall  not  be  present  or
represented at any meeting of the  stockholders,  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  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  11.  When a quorum  is  present  at any  meeting,  the vote of the
holders of a majority  of the 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 the statutes 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 12. Unless  otherwise  provided in the certificate of incorporation
each  stockholder  shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the  capital  stock  having  voting
power held by such  stockholder,  but in the election of  directors,  cumulative
voting shall prevail,  that is to say, each stockholder  shall have the right to
cast as many votes in the  aggregate as shall equal the number of voting  shares
so held by him,  multiplied  by the  number of  directors  to be elected at such
election, and he may cast the whole

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number of such votes for one or more candidates.  Directors shall not be elected
in any other manner,  unless such cumulative voting be unanimously waived by all
stockholders  present,  in person or by proxy,  and such waiver is  permitted by
law.  No proxy  shall be voted on after  three  years from its date,  unless the
proxy provides for a longer period.

     Section 13. Unless otherwise  provided in the certificate of incorporation,
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 such  stockholders,  may be taken  without a meeting,  without  prior
notice and without a vote, if a consent in writing,  setting forth the action so
taken,  shall be signed by the holders of outstanding stock having not less than
the minimum  number of votes that would be  necessary  to authorize or take such
action at a meeting at which all shares  entitled to vote  thereon  were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those  stockholders who
have not consented in writing.

     Section 14. The stockholders  shall have the power by a vote of the holders
of shares at any regular  meeting or special meeting  expressly  called for that
purpose,  to remove any director from office with or without cause. Such meeting
shall be held at any place  prescribed by law or at any other place which may be
permissible  under law,  and which is  designated  in the notice of the  special
meeting. If less than the entire board is to be removed, no one of the directors
may be removed if the votes cast  against his  removal  would be  sufficient  to
elect him if then  cumulatively  voted at an  election  of the  entire  board of
directors.


                                   ARTICLE III
                                    DIRECTORS

     Section  1.  Each  director  shall  be a  natural  person  who is at  least
twenty-one years of age. A director need not be a stockholder,  a citizen of the
United States,  or a resident of the State of Delaware unless required by law or
the Certificate of Incorporation.

     Section 2. The number of directors  which shall  constitute the whole board
shall be not less than three (3) nor more than seven (7).  The first board shall
consist of five (5) directors.  Thereafter,  within the limits above  specified,
the  number of  directors  shall be  determined  by  resolution  of the board of
directors or by a majority of the  outstanding  shares of the  corporation.  The
directors shall be elected at the annual meeting of the stockholders,  except as
provided in Section 3 of this  Article,  and each  director  elected  shall hold
office  until his  successor  is elected and  qualified.  Directors  need not be
stockholders.

     Section 3. Any director may resign  effective upon giving written notice to
the  chairman  of the  board,  the  president,  the  secretary  or the  board of
directors  of the  corporation,  unless  the notice  specifies  a later time for
effectiveness of such resignation. If a resignation of a director is

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effective at a future  time, a successor  may be elected to take office when the
resignation becomes effective.

     Section 4.  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.  If there are no  directors  in office,  then an  election of
directors  may be held in the manner  provided  by  statute.  If, at the time of
filling any vacancy or any newly created  directorship,  the  directors  then in
office shall  constitute less than a majority of the whole board (as constituted
immediately  prior to any  such  increase),  the  Court of  Chancery  may,  upon
application of any stockholder or  stockholders  holding at least ten percent of
the total number of the shares at the time outstanding  having the right to vote
for such  directors,  summarily  order an  election  to be held to fill any such
vacancies or newly created directorships,  or to replace the directors chosen by
the directors then in office.

     Section 5. 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 statute or by
the certificate of  incorporation  or by these bylaws directed or required to be
exercised or done by the stockholders.


                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 6. The board of directors  of the  corporation  may hold  meetings,
both regular and special, either within or without the State of Delaware.

     Section 7. Immediately  following each annual meeting of the  stockholders,
the newly elected board of directors  shall hold a regular  meeting at the place
where said annual meeting has been held or at such other place as shall be fixed
by the board of  directors.  No notice of such meeting shall be necessary to the
newly elected  directors in order legally to constitute the meeting,  provided a
quorum  shall be present.  In the event such meeting is not held at the time and
place so fixed by the board of  directors,  the meeting may be held at such time
and place as shall be specified in a notice  given as  hereinafter  provided for
special  meetings  of the  board of  directors,  or as shall be  specified  in a
written waiver signed by all of the directors.

     Section 8. Regular  meetings of the board of directors  may be held without
notice at such time and at such place as shall  from time to time be  determined
by the board.

     Section 9. Special  meetings of the board may be called by the president on
five  (5)  days'  notice  delivered  by  mail  or  48  hours'  notice  delivered
personally,  by telephone or by facsimile communication.  Special meetings shall
be called by the chairman of the board or president, or

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by the  president  or secretary in like manner and in like notice on the written
request of any two directors.

     Section 10. Notice of a meeting need not be given to any director who signs
a written waiver of notice,  whether before or after the meeting, or who attends
the meeting without protesting,  prior thereto or at its commencement,  the lack
of notice to such  director.  No director  who so protests  shall be  considered
present at any such  meeting.  The  transactions  of any meeting of the board of
directors,  however  called and noticed or wherever held, are as valid as though
had at a meeting duly held after regular call and notice if a quorum is present,
and if,  either  before or after the meeting,  each of the directors not present
(including each director who protested lack of notice) signs a written waiver of
notice,  a consent to holding the meeting or an approval of the minutes thereof.
All such  waivers,  consents  and  approvals  shall be filed with the  corporate
records or made a part of the minutes of the meeting.

     Section  11. At all  meetings a majority  of the board of  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
statute or by the certificate of  incorporation.  A meeting at which a quorum is
initially  present  may  continue  to  transact  business   notwithstanding  the
withdrawal of  directors,  so long as any action taken is approved by at least a
majority  of the  required  quorum for such  meeting.  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; provided, however,
if the  meeting  is  adjourned  for more than two  days,  at least two (2) days'
notice by mail or 24 hours'  notice  delivered  personally  or by  telephone  or
telegraph, stating the time and place at which the meeting will reconvene, shall
be given to each director who was not present at the time of the adjournment.

     Section 12. 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 13. 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.



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                             COMMITTEES OF DIRECTORS

     Section 14. The board of directors may, by resolution  passed by a majority
of the whole board, 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 amending the  certificate  of  incorporation,  (except
that a committee may, to the extent  authorized in the resolution or resolutions
providing  for the issuance of shares of stock adopted by the board of directors
as  provided  in  Section  151(a) fix any of the  preferences  or rights of such
shares  relating to dividends,  redemption,  dissolution,  any  distribution  of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the  corporation)  adopting an  agreement  of
merger or  consolidation,  recommending to the  stockholders  the sale, lease or
exchange of all or substantially all of the  corporation's  property and assets,
recommending  to  the  stockholders  a  dissolution  of  the  corporation  or  a
revocation of a  dissolution,  or amending the bylaws of the  corporation;  and,
unless the resolution or the certificate of incorporation  expressly so provide,
no such committee  shall have the power or authority to declare a dividend or to
authorize  the  issuance of stock or to adopt a  certificate  of  ownership  and
merger.  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.

     Section 15. Each committee  shall keep regular  minutes of its meetings and
report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

     Section 16. 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.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation in any

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other  capacity  and  receiving  compensation  therefor.  Members  of special or
standing  committees may be allowed like  compensation  for attending  committee
meetings.


                              REMOVAL OF DIRECTORS

     Section 17. Unless otherwise restricted by the certificate of incorporation
or by law, 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.


                                   ARTICLE IV
                                     NOTICES

     Section  1.  Whenever,  under  the  provisions  of the  statutes  or of the
certificate of incorporation or of these bylaws,  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 facsimile telecommunication.

     Section 2. Whenever any notice is required to be given under the provisions
of the statutes or of the  certificate of  incorporation  or of these bylaws,  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 V
                                    OFFICERS

     Section 1. The officers of the corporation  shall be chosen by the board of
directors  and shall be a  chairman  of the  board or a  president,  or both,  a
secretary and a chief financial officer.  The board of directors may also choose
one or more vice-presidents, and one or more assistant secretaries and assistant
financial officers. Any number of offices may be held by the same person, unless
the certificate of incorporation or these bylaws otherwise provide.

     Section 2. The board of  directors at its first  meeting  after each annual
meeting of stockholders shall choose a chairman of the board or a president,  or
both, a secretary and a chief financial officer.


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     Section 3. 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.

     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of  directors,  but this power may,  unless  prohibited by
law, be  delegated  by the board to the chairman of the board (if any) or to the
president (except as to their own compensation), or to a committee. Salaries and
compensation  of all other appointed  officers and agents,  and employees of the
corporation, may be fixed, increased or decreased by the board of directors or a
committee  thereof,  but until action is taken with respect thereto by the board
of  directors  or a  committee  thereof,  the same may be  fixed,  increased  or
decreased by the chairman of the board,  the  president or by such other officer
or officers as may be empowered by the board of directors or a committee thereof
to do.

     Section 5. The  officers of the  corporation  shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors.  Any vacancy  occurring in any office of the corporation
shall be filled by the board of  directors.  Any  officer may resign at any time
upon written notice to the corporation  without prejudice to the rights, if any,
of the corporation under any contract to which the officer is a party.


                              CHAIRMAN OF THE BOARD

     Section 6. The chairman of the board,  if there be such officer,  shall, if
present,  preside at all meetings of the board of directors  and shall  exercise
and perform such other powers and duties as may be assigned from time to time to
the  chairman  of the  board by the  board of  directors.  Whenever  there is no
president  of the  corporation,  the chairman of the board shall have the powers
and duties of the president.


                                  THE PRESIDENT

     Section 7. Subject to such supervisory  powers,  if any, as may be given by
the  board  of  directors  to the  chairman  of the  board,  if there be such an
officer,  the president shall be the general manager and chief executive officer
of the  corporation,  shall  preside at all  meetings of the  stockholders  and,
provided the president is also a director, in the absence of the chairman of the
board, if there be such an officer,  the president shall preside at all meetings
of the  board  of  directors.  The  president  shall  have  general  and  active
management of the business of the  corporation and shall see that all orders and
resolutions of the board of directors are carried into effect.


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     Section 8. He shall execute bonds,  mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be  otherwise  signed and  executed  and  except  where the  signing  and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.

     Section  9. The  president,  when  authorized  to do so by the  board,  may
execute powers of attorney  form,  for, and in the name of the  corporation,  to
such  proper  person or persons as he may deem fit,  in order that  thereby  the
business of the corporation may be furthered or action taken as may be deemed by
him necessary or advisable in furtherance of the interests of the corporation.

     Section 10. The president shall, unless the board otherwise provides, be ex
officio a member of all standing committees. The president shall have such other
or further  duties and authority as may be prescribed  elsewhere in these bylaws
or form time to time by the board of  directors,  and the board may from time to
time divide the  responsibilities,  duties,  and authority  between them to such
extent as it may deem advisable.


                               THE VICE-PRESIDENTS

     Section  11.  In the  absence  of the  president  or in  the  event  of his
inability or refusal to act, the  vice-president  (or in the event there be more
than one  vice-president,  the  vice-presidents  in the order  designated by the
directors,  or in the  absence  of any  designation,  then in the order of their
election) shall perform the duties of the president,  and when so acting,  shall
have  all  the  powers  of and be  subject  to all  the  restrictions  upon  the
president.  The  vice-presidents  shall  perform such other duties and have such
other powers as the board of directors may from time to time prescribe.


                      THE SECRETARY AND ASSISTANT SECRETARY

     Section  12.  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.  He 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
president,  under whose  supervision  he shall be. He 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.


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<PAGE>

     Section  13. The  assistant  secretary,  or if there be more than one,  the
assistant  secretaries in the order  determined by the board of directors (or if
there be no such  determination,  then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
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.


            CHIEF FINANCIAL OFFICER AND ASSISTANT FINANCIAL OFFICERS

     Section  14. The chief  financial  officer  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.

     Section  15.  He shall  disburse  the  funds of the  corporation  as may be
ordered  by  the  board  of   directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the president and the 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  financial  condition  of the
corporation.

     Section  16. If  required  by the  board of  directors,  he shall  give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be  satisfactory  to the board of directors for
the faithful  performance of the duties of his office and for the restoration to
the corporation,  in case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the corporation.

     Section 17. The assistant financial officer, or if there shall be more than
one, the assistant financial  officers,  in the order determined by the board of
directors  (or if there  be no such  determination,  then in the  order of their
election)  shall, in the absence of the chief financial  officer or in the event
of his  inability or refusal to act,  perform the duties and exercise the powers
of the chief financial officer and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                                ADDITIONAL DUTIES

     Section  18. In addition to the  foregoing  powers and duties  specifically
prescribed for the respective officers,  the board of directors may from time to
time impose or confer upon any of the officers such additional duties and powers
as the board of directors  may see fit, and the board of directors may from time
to  time  impose  or  confer  any  or all of the  foregoing  duties  and  powers
specifically prescribed for any officer upon any other officer or officers.



                                       11
<PAGE>

                                   ARTICLE VI
                             CERTIFICATES FOR SHARES

     Section 1. The corporation shall not issue shares of stock except for money
paid, labor done or property actually received;  provided,  however, that shares
may be issued in consideration  of valid bona fide antecedent  debts. No note or
obligation given by any stockholder,  whether secured by deed of trust, mortgage
or otherwise shall be considered as payment of any part of any share or shares.

     Section 2. The certificates for shares of stock of the corporation shall be
numbered,  shall be in such form as may be  prescribed by the board of directors
in  conformity  with  law,  and  shall  be  entered  in the  stock  books of the
corporation or association to whom each certificate is issued.  Each certificate
shall have  printed,  typed or written  thereon  the name of the  person,  firm,
partnership,  corporation  or  association  to whom it is issued,  and number of
shares represented  thereby and shall be signed by the chairman of the board (if
any) or the  president or a vice  president,  and the  treasurer or an assistant
treasurer  or the  secretary or an assistant  secretary of the  corporation  and
sealed with the seal of the corporation,  which seal may be facsimile,  engraved
or printed. If the corporation has a registrar,  a transfer agent, or a transfer
clerk who actually  signs such  certificates,  the signature of any of the other
officers above mentioned may be facsimile, engraved or printed. In case any such
officer who has signed or whose shall have ceased to be such officer before such
certificate  is  issued,  such  certificate  may  nevertheless  be issued by the
corporation  with the same effect as if such officer were an officer at the date
of its issue.


                                LOST CERTIFICATES

     Section 3. In case of the loss or destruction of any certificate for shares
of stock of the  corporation,  upon due proof of the registered owner thereof or
his representatives,  by affidavit of such loss or otherwise,  the president and
secretary may issue a duplicate  certificate (plainly marked "duplicate") in its
place,  upon the corporation being fully  indemnified  therefor.  Either of such
officer may request the posting of an indemnity bond in favor of the corporation
whenever and to the extent that they deem  appropriate as a precondition  to the
issuance of any duplicate certificate.


                                TRANSFER OF STOCK

     Section 4.  Transfers  of shares of stock shall be made on the stock record
or  transfer  books of the  corporation  only by the  person  named in the stock
certificate,  or by his  attorney  lawfully  constituted  in  writing,  and upon
surrender of the certificate therefor.  The stock record book and other transfer
records shall be in the  possession of the secretary (or other person  appointed
and  empowered  by the board to do so) or of a  transfer  agent or clerk for the
corporation. The

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<PAGE>

corporation,  by  resolution  of the  board,  may from  time to time  appoint  a
transfer agent, and, if desired,  a registrar,  under such arrangements and upon
such terms and conditions as the board deems advisable; but until and unless the
board appoints some other person, firm or corporation as its transfer agent (and
upon the revocation of any such appointment,  thereafter until a new appointment
is similarly made) the secretary of the  corporation (or other person  appointed
and  empowered  by the  board)  shall  be the  transfer  agent  or  clerk of the
corporation,  without the necessity of any formal  action of the board,  and the
secretary or other person shall perform all of the duties thereof.


                               FIXING RECORD DATE

     Section 5. 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, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such  meeting,   nor  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 of directors may fix a new record date for the adjourned
meeting.  If the  board  of  directors  does  not  set a  record  date  for  the
determination  of the  stockholders  entitled  to notice of, and to vote at, the
meeting,  and any adjournment of the meeting,  the record date shall be the date
that is twenty  days  previous  to the  meeting;  except  that,  if prior to the
meeting written waivers of notice of the meeting are signed and delivered to the
corporation  by all of the  stockholders  of record at the time the  meeting  is
convened,  only the  stockholders who are stockholders of record at the time the
meeting  is  convened  shall  be  entitled  to  vote  at the  meeting,  and  any
adjournment of the meeting.


                            FRACTIONAL SHARE INTEREST

     Section 6. The  corporation may issue fractions of a share and it may issue
a certificate  for a fractional  share,  or by action of the board of directors,
may issue in lieu  thereof  scrip or other  evidence  of  ownership  which shall
entitle the holder to receive a certificate  for a full share upon the surrender
of such  scrip or other  evidence  of  ownership  aggregating  a full  share.  A
certificate  for a  fractional  share  shall  (but  scrip or other  evidence  of
ownership  shall not,  unless  otherwise  provided by resolution of the board of
directors)  entitle the holder to all of the rights of a stockholder,  including
without  limitation  the right to  exercise  any  voting  right,  or to  receive
dividends  thereon or to participate in any of the assets of the  corporation in
the  event of  liquidation.  The board of  directors  may  cause  such  scrip or
evidence of ownership  (other than a certificate  for a fractional  share) to be
issued subject to the condition that the shares for which such scrip or evidence
of ownership is exchangeable may be sold by the corporation and the

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<PAGE>

proceeds  thereof  distributed  to the  holders  of such  scrip or  evidence  of
ownership,  or subject to any other  condition  which the board of directors may
deem advisable.


                             REGISTERED STOCKHOLDERS

     Section 7. 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 laws of
Delaware.


                                   ARTICLE VII
                                 INDEMNIFICATION

     Section  1.  Each  person  who  is or  was a  director  or  officer  of the
corporation or is or was serving at the request of the corporation as a director
or   officer   of   another   corporation   (including   the   heirs,   personal
representatives,  or  estate  of  such  person)  shall  be  indemnified  by  the
corporation  as a matter of right to the full extent  permitted or authorized by
the laws of the State of Delaware,  as now in effect and as  hereafter  amended,
against any  liability,  judgment,  fine,  amount paid in  settlement,  cost and
expense (including  attorneys' fees) asserted or threatened against and incurred
by such person  (other than in an action by or in right of the  corporation)  in
his  capacity  as or arising  out of his status as a director  or officer of the
corporation or, if serving at the request of the  corporation,  as a director or
officer  of  another  corporation,  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,  he had no
reason 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,  he had no reason to
believe his conduct was unlawful.

     Section 2. The corporation  shall also 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 nor was a  director  or
officer of the corporation or, if serving at the request of the corporation,  as
a  director  or  officer of another  corporation,  against  expenses  (including
attorneys' fees) actually and reasonably  incurred by him in connection with the
defense or settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation. Notwithstanding the foregoing, no such indemnification shall be

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<PAGE>

made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for  negligence or misconduct in the  performance  of
his duty to the  corporation,  unless,  and only to the extent that the court in
which such action or suit was brought shall  determine  upon  application  that,
despite the adjudication of liability,  but in view of all the  circumstances of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses as the court shall deem proper.

     Section  3. The  indemnification  provided  by this  Article  shall  not be
exclusive of any other rights to which those  indemnified  may be entitled under
any other  by-law  provision or under any  agreement,  vote or  stockholders  or
disinterested directors or otherwise, and shall not limit in any way right which
the  corporation  may have to make  different or further  indemnifications  with
respect to the same or different persons or classes of persons.

     Section 4. Any indemnification  provided by this Article (unless ordered by
a  Court)  shall  be made by the  corporation  only  upon a  determination  that
indemnification  of the  director  or  officer  is proper  in the  circumstances
because he has met the  applicable  standard of conduct set forth  herein.  Such
determination  shall be made: (1) by the board of directors upon a majority vote
of a quorum consisting of directors who were not parties to such action, suit or
proceeding; or (2) if such a quorum is not obtainable, or even if so obtainable,
a majority of directors who were not parties to such action,  suit or proceeding
so directs,  by independent  legal counsel in a written  opinion;  or (3) by the
stockholders.

     Section 5. Expenses  incurred by an officer or director of the  corporation
in defending a civil or criminal  action,  suit or proceeding may be paid by the
corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding,  as authorized in the manner set forth in the immediately  preceding
paragraph,  upon receipt of a written promise by or on behalf of the director or
officer to repay such amount in the event it shall ultimately be determined that
he is not entitled to be indemnified by the corporation  under the provisions of
this Article.

     Section 6. The corporation may purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation or, if serving
at the  request of the  corporation,  who is or was  serving  as a  director  or
officer of another  corporation,  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.

     Section  7. No  person  shall be liable  to the  corporation  for any loss,
damage,  liability  or expense  suffered by it on account of any action taken or
omitted to be taken by him as a director or officer of the corporation or of any
other corporation which he serves as a director or officer at the request of the
corporation, if such person (i) exercised the same degree of care and skill as a
prudent man would have exercised under the  circumstances  in the conduct of his
own affairs, or (ii) took or omitted to take such action in reliance upon advice
of counsel for the corporation,  or of such other  corporation,  which he had no
reasonable grounds to disbelieve.

                                       15
<PAGE>

     Section  8.  To  the  extent  that  the  foregoing  provisions   concerning
indemnification and liability conflict with any provisions of the Certificate of
Incorporation, the said Certificate shall control.


                                  ARTICLE VIII
                               GENERAL PROVISIONS
                                    DIVIDENDS

     Section 1. Dividends upon the capital stock of the corporation,  subject to
the provisions of the certificate of  incorporation,  if any, may be declared by
the board of  directors  at any  regular or special  meeting,  pursuant  to law.
Dividends may be paid in cash, in property,  or in shares of the capital  stock,
subject to the provisions of the certificate of incorporation.

     Section 2. 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
directors  from time to time, in their  absolute  discretion,  think proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purpose  as  the  directors  shall  think  conducive  to  the  interest  of  the
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.


                             EXECUTION OF CONTRACTS

     Section  3. The board of  directors,  except as in these  bylaws  otherwise
provided, may authorize any officer or officers or agent or agents to enter into
any  contract  or  execute  any  instrument  in the name of and on behalf of the
corporation. Such authority may be generally, or confined to specific instances.
Unless so authorized by the board of  directors,  no officer,  agent or employee
shall have any power or  authority  to bind the  corporation  by any contract or
engagement or to pledge its credit, or to render it liable for any purpose or in
any amount; provided, however, that nothing contained in this section 3 shall be
construed to prevent any officer of the corporation  from performing his regular
duties in the ordinary course of business  pursuant to the authority  granted to
said officer by Article V of these Bylaws.

     Section 4. All shares of any other corporation standing in the name of this
corporation  shall be voted,  represented,  and all  rights  incidental  thereto
exercised as directed by written consent or resolution of the board of directors
expressly referring thereto.  In general,  such rights shall be delegated by the
board of  directors,  under  express  instructions  from time to time as to such
exercise thereof, the president, or any vice president, and the secretary or any
assistant secretary of this corporation, or any other person expressly appointed
by the board of directors.  Such  authority  may be exercised by the  designated
officers in person,  or by any other  person  authorized  so to do by proxy,  or
power of attorney, duly executed by such officers.


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<PAGE>

                         TRANSFER AGENTS AND REGISTRARS

     Section 5. The board of directors may appoint one or more  transfer  agents
or transfer clerks, and one or more registrars,  who may be the same person, and
may be the  secretary  of the  corporation,  or an  incorporated  bank or  trust
company,  either  domestic or foreign,  who shall be appointed at such times and
places as the  requirements  of the corporation may necessitate and the board of
directors may designate.

                                ANNUAL STATEMENT

     Section 6. The board of directors shall present at each annual meeting, and
at any  special  meeting  of the  stockholders  when  called  for by vote of the
stockholders,  a full and clear  statement of the business and  condition of the
corporation.


                                     CHECKS

     Section  7. 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.


                                   FISCAL YEAR

     Section 8. The fiscal year of the corporation  shall be fixed by resolution
of the board of directors.


                                      SEAL

     Section 9. 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.


                     FIXING OF CAPITAL, TRANSFER OF SURPLUS

     Section  10.  Except  as  may be  specifically  otherwise  provided  in the
Articles of  Incorporation,  the board of directors  is  expressly  empowered to
exercise  all  authority  conferred  upon  it or the  corporation  by any law or
statute, and in conformity therewith, relative to:

          1. The  determination of what part of the  consideration  received for
shares of the corporation shall be capital;

                                       17

<PAGE>

          2. Increasing capital;

          3. Transferring surplus to capital;

          4. The consideration to be received by the corporation for its shares;
and

          5. All similar or related matters;

provided that any concurrent  action or consent by or of the corporation and its
stockholders  required to be taken or given pursuant to law, shall be duly taken
or given in connection therewith.


                                   ARTICLE IX
                                   AMENDMENTS

     Section 1. These  bylaws may be altered,  amended or repealed or new bylaws
may be adopted by the stockholders or by the board of directors, when such power
is conferred upon the board of directors by the certificate of  incorporation at
any regular  meeting of the  stockholders or of the board of directors or at any
special  meeting of the  stockholders  or of the board of directors if notice of
such alteration, amendment, repeal or adoption of new bylaws be contained in the
notice of such special meeting. If the power to adopt, amend or repeal bylaws is
conferred  upon the board of directors by the  certificate of  incorporation  it
shall  not  divest or limit the  power of the  stockholders  to adopt,  amend or
repeal bylaws.



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