RECKSON ASSOCIATES REALTY CORP.

                           AMENDED AND RESTATED BYLAWS

                         (AMENDED AS OF MARCH 30, 2004)

                                   ARTICLE I

                                     OFFICES

     Section 1. PRINCIPAL OFFICE.  The principal office of the Corporation shall
be located at such place or places as the Board of Directors may designate.

     Section 2. ADDITIONAL OFFICES.  The Corporation may have additional offices
at such places 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.  PLACE.  All  meetings  of  stockholders  shall  be held at the
principal  office of the  Corporation  or at such other place  within the United
States as shall be stated in the notice of the meeting.

     Section 2. ANNUAL MEETING.  An annual meeting of the  stockholders  for the
election of directors and the  transaction of any business  within the powers of
the  Corporation  shall be held on a date  and at the  time set by the  Board of
Directors,  which date shall be no earlier than the 15th day of May and no later
than the 15th day of June in each year.

     Section 3. SPECIAL  MEETINGS.  The president,  chief  executive  officer or
Board of  Directors  may call  special  meetings  of the  stockholders.  Special
meetings  of  stockholders  shall  also  be  called  by  the  secretary  of  the
Corporation  upon the written  request of the holders of shares entitled to cast
not less than a majority of all the votes  entitled to be cast at such  meeting.
Such request shall state the purpose of such meeting and the matters proposed to
be acted on at such meeting. The secretary shall inform such stockholders of the
reasonably  estimated  cost of preparing and mailing  notice of the meeting and,
upon  payment  to the  Corporation  by  such  stockholders  of such  costs,  the
secretary  shall  give  notice  to each  stockholder  entitled  to notice of the
meeting. Unless requested by the stockholders entitled to cast a majority of all
the votes  entitled to be cast at such  meeting,  a special  meeting need not be
called to consider any matter which is substantially  the same as a matter voted
on at any special meeting of the  stockholders  held during the preceding twelve
months.

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     Section  4.  NOTICE.  Not less than ten nor more than 90 days  before  each
meeting of stockholders,  the secretary shall give to each stockholder  entitled
to vote at such  meeting  and to each  stockholder  not  entitled to vote who is
entitled to notice of the meeting written or printed notice stating the time and
place of the meeting and, in the case of a special  meeting or as otherwise  may
be required by any statute, the purpose for which the meeting is called,  either
by mail or by presenting it to such  stockholder  personally or by leaving it at
his residence or usual place of business. If mailed, such notice shall be deemed
to be  given  when  deposited  in  the  United  States  mail  addressed  to  the
stockholder  at his post  office  address as it  appears  on the  records of the
Corporation, with postage thereon prepaid.

     Section  5.  SCOPE  OF  NOTICE.  Any  business  of the  Corporation  may be
transacted  at an annual  meeting of  stockholders  without  being  specifically
designated in the notice,  except such business as is required by any statute to
be stated in such notice.  No business shall be transacted at a special  meeting
of stockholders except as specifically designated in the notice.

     Section 6. ORGANIZATION. At every meeting of stockholders,  the Chairman of
the Board, if there be one, shall conduct the meeting or, in the case of vacancy
in office or absence of the Chairman of the Board, one of the following officers
present shall conduct the meeting in the order stated:  the Vice Chairman of the
Board,  if there be one, the  President,  the Vice  Presidents in their order of
rank and seniority,  or a Chairman chosen by the stockholders entitled to cast a
majority of the votes which all  stockholders  present in person or by proxy are
entitled to cast, shall act as Chairman, and the Secretary,  or, in his absence,
an assistant  secretary,  or in the absence of both the  Secretary and assistant
secretaries, a person appointed by the Chairman shall act as Secretary.

     Section 7. QUORUM.  At any meeting of stockholders,  the presence in person
or by  proxy  of  stockholders  entitled  to cast a  majority  of all the  votes
entitled to be cast at such meeting shall constitute a quorum;  but this section
shall not  affect  any  requirement  under any  statute  or the  charter  of the
Corporation for the vote necessary for the adoption of any measure. If, however,
such  quorum  shall not be  present  at any  meeting  of the  stockholders,  the
stockholders  entitled to vote at such  meeting,  present in person or by proxy,
shall have the power to adjourn the meeting from time to time to a date not more
than 120  days  after  the  original  record  date  without  notice  other  than
announcement at the meeting.  At such adjourned  meeting at which a quorum shall
be present,  any business may be transacted  which might have been transacted at
the meeting as originally notified.

     Section  8.  VOTING.  A  plurality  of all the votes  cast at a meeting  of
stockholders duly called and at which a quorum is present shall be sufficient to
elect a director.  Each share may be voted for as many  individuals as there are
directors  to be elected  and for whose  election  the share is  entitled  to be
voted. A majority of the votes cast at a meeting of stockholders duly called and
at which a quorum is present  shall be  sufficient  to approve any other  matter
which may properly  come before the meeting,  unless more than a majority of the
votes cast is required by statute or by the charter of the  Corporation.  Unless
otherwise provided in the charter, each outstanding share,  regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders.



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<PAGE>

     Section 9.  PROXIES.  A  stockholder  may vote the stock owned of record by
him,  either in person or by proxy executed in writing by the  stockholder or by
his  duly  authorized  attorney  in fact.  Such  proxy  shall be filed  with the
secretary  of the  Corporation  before or at the time of the  meeting.  No proxy
shall be valid  after  eleven  months  from  the date of its  execution,  unless
otherwise provided in the proxy.

     Section 10. VOTING OF STOCK BY CERTAIN  HOLDERS.  Stock of the  Corporation
registered in the name of a corporation,  partnership, trust or other entity, if
entitled  to be voted,  may be voted by the  president  or a vice  president,  a
general partner or trustee thereof,  as the case may be, or a proxy appointed by
any of the  foregoing  individuals,  unless  some  other  person  who  has  been
appointed  to vote  such  stock  pursuant  to a  bylaw  or a  resolution  of the
governing body of such  corporation or other entity or agreement of the partners
of a  partnership  presents  a  certified  copy of  such  bylaw,  resolution  or
agreement,  in which case such person may vote such stock. Any director or other
fiduciary  may vote stock  registered in his name as such  fiduciary,  either in
person or by proxy.

               Shares of stock of the Corporation  directly or indirectly  owned
by it shall not be voted at any meeting and shall not be counted in  determining
the total number of outstanding  shares  entitled to be voted at any given time,
unless  they are held by it in a fiduciary  capacity,  in which case they may be
voted and shall be counted in determining the total number of outstanding shares
at any given time.

               The Board of  Directors  may adopt by  resolution  a procedure by
which a stockholder may certify in writing to the Corporation that any shares of
stock  registered in the name of the  stockholder  are held for the account of a
specified person other than the stockholder.  The resolution shall set forth the
class of stockholders who may make the certification,  the purpose for which the
certification  may be made, the form of certification  and the information to be
contained  in it;  if the  certification  is with  respect  to a record  date or
closing of the stock transfer  books,  the time after the record date or closing
of the stock transfer books within which the  certification  must be received by
the  Corporation;  and any other  provisions with respect to the procedure which
the Board of  Directors  considers  necessary or  desirable.  On receipt of such
certification,  the person specified in the certification  shall be regarded as,
for the purposes set forth in the  certification,  the  stockholder of record of
the specified stock in place of the stockholder who makes the certification.

               Notwithstanding  any  other  provision  of  the  charter  of  the
Corporation  or  these  Bylaws,  Title 3,  Subtitle  7 of the  Corporations  and
Associations  Article  of the  Annotated  Code of  Maryland  (or  any  successor
statute) shall not apply to any  acquisition by any person of shares of stock of
the Corporation. This section may be repealed, in whole or in part, at any time,
whether  before or after an acquisition of control shares and, upon such repeal,
may,  to the  extent  provided  by any  successor  bylaw,  apply to any prior or
subsequent control share acquisition.

     Section 11. INSPECTORS. At any meeting of stockholders, the chairman of the
meeting may, or upon the request of any stockholder  shall,  appoint one or more
persons as inspectors  for such meeting.  Such  inspectors  shall  ascertain and
report  the  number  of shares  represented  at the  meeting  based  upon  their
determination of the validity and effect of proxies,



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<PAGE>

count all votes, report the results and perform such other acts as are proper to
conduct  the  election  and voting  with  impartiality  and  fairness to all the
stockholders.

               Each report of an inspector shall be in writing and signed by him
or by a  majority  of them if there is more  than one  inspector  acting at such
meeting. If there is more than one inspector,  the report of a majority shall be
the report of the  inspectors.  The report of the inspector or inspectors on the
number of shares  represented at the meeting and the results of the voting shall
be PRIMA FACIE evidence thereof.

     Section 12. NOMINATIONS AND STOCKHOLDER BUSINESS

          (a) ANNUAL  MEETINGS OF  STOCKHOLDERS.  (1) Nominations of persons for
election to the Board of Directors and the proposal of business to be considered
by the  stockholders  (except for  stockholder  proposals  included in the proxy
materials  pursuant to Rule 14a-8 under the Securities  Exchange Act of 1934, as
amended (the "Exchange  Act")) 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 was
a  stockholder  of record at the time of giving of notice  provided  for in this
Section 12(a),  who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 12(a).

               (2) For  nominations  or other  business to be  properly  brought
before an annual meeting by a stockholder  pursuant to clause (iii) of paragraph
(a)(1) of this Section 12, the stockholder must have given timely notice thereof
in writing to the secretary of the  Corporation.  To be timely,  a stockholder's
notice shall be delivered to the secretary at the principal executive offices of
the Corporation not less than 120 days nor more than 180 days prior to the first
anniversary of the preceding  year's annual  meeting or special  meeting in lieu
thereof;  provided,  however,  that in the  event  that the  date of the  annual
meeting is advanced by more than seven  calendar days or delayed by more than 60
days from such anniversary  date, notice by the stockholder to be timely must be
so delivered not earlier than the 180th day prior to such annual meeting and not
later  than the  close of  business  on the later of the 120th day prior to such
annual  meeting or the  twentieth  day following the earlier of the day on which
public  announcement  of the date of such meeting is first made or notice of the
meeting is mailed to stockholders. 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
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 of 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, (x) the name and address of such stockholder, as
they appear on the Corporation's books, and of such beneficial owner and (y) the
number  of  shares  of each  class of stock of the  Corporation  which are owned
beneficially and of record by such stockholder and such beneficial owner.


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<PAGE>

               (3) Notwithstanding  anything in the second sentence of paragraph
(a)(2) of this  Section  12 to the  contrary,  in the event  that the  number of
directors to be elected to the Board of  Directors 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 85
days prior to the first  anniversary of the preceding  year's annual meeting,  a
stockholder's  notice  required by this Section  12(a) 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 day
following  the day on  which  such  public  announcement  is  first  made by the
Corporation.

          (b) SPECIAL  MEETINGS OF  STOCKHOLDERS.  Only such  business  shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting  pursuant to the  Corporation's  notice of meeting.  Nominations  of
persons for election to the Board of Directors may be made at a special  meeting
of  stockholders  at which  directors  are to be  elected  (i)  pursuant  to the
Corporation's  notice of meeting,  (ii) by or at the  direction  of the Board of
Directors or (iii)  provided  that the Board of Directors  has  determined  that
directors  shall be elected at such special  meeting,  by any stockholder of the
Corporation  who is a  stockholder  of  record  at the time of  giving of notice
provided for in this Section  12(b),  who is entitled to vote at the meeting and
who complied with the notice  procedures set forth in this Section 12(b). In the
event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors,  any such  stockholder
may  nominate  a person or  persons  (as the case may be) for  election  to such
position  as  specified  in  the  Corporation's   notice  of  meeting,   if  the
stockholder's  notice containing the information required by paragraph (a)(2) of
this Section 12 shall be delivered to the secretary at the  principal  executive
offices of the  Corporation not earlier than the 180th day prior to such special
meeting  and not later than the close of  business  on the later of the 75th day
prior to such special meeting or the tenth 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.

          (c)  GENERAL.  (1) Only such persons who are  nominated in  accordance
with the  procedures  set forth in this Section 12 shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance  with the procedures
set forth in this Section 12. The  presiding  officer 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 Section 12 and, if any proposed  nomination  or business is not in
compliance  with this Section 12, to declare that such  defective  nomination or
proposal be disregarded.

               (2) For purposes of this Section 12, "public  announcement" shall
mean  disclosure  in a press  release  reported  by the Dow Jones News  Service,
Associated  Press or comparable 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.

               (3) Notwithstanding the foregoing  provisions of this Section 12,
a stockholder  shall also comply with all applicable  requirements  of state law
and of the Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this  Section



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<PAGE>

12.  Nothing  in this  Section  12 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.

     Section 13. VOTING BY BALLOT. Voting on any question or in any election may
be VIVA VOCE unless the presiding  officer shall order or any stockholder  shall
demand that voting be by ballot.

                                  ARTICLE III

                                    DIRECTORS

     Section 1. GENERAL POWERS; QUALIFICATIONS.  The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors.

     Section 2. NUMBER, TENURE AND QUALIFICATIONS.  At any regular meeting or at
any special  meeting called for that purpose,  a majority of the entire Board of
Directors may establish,  increase or decrease the number of directors, provided
that the number thereof shall never be less than the minimum number  required by
the Maryland  General  Corporation  Law, nor more than 15, and further  provided
that the tenure of office of a director shall not be affected by any decrease in
the number of directors.

     Section 3. ANNUAL AND REGULAR  MEETINGS.  An annual meeting of the Board of
Directors  shall be held  immediately  after and at the same place as the annual
meeting of stockholders,  no notice other than this Bylaw being  necessary.  The
Board of Directors may provide, by resolution, the time and place, either within
or without the State of  Maryland,  for the  holding of regular  meetings of the
Board of Directors without other notice than such resolution.

     Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the chairman of the board (or any  co-chairman
of the board if more than one), president or by a majority of the directors then
in office.  The person or persons  authorized  to call  special  meetings of the
Board of  Directors  may fix any place,  either  within or without  the State of
Maryland, as the place for holding any special meeting of the Board of Directors
called by them.

     Section 5. NOTICE.  Notice of any special meeting of the Board of Directors
shall be delivered personally or by telephone,  facsimile  transmission,  United
States mail or courier to each  director at his business or  residence  address.
Notice by personal delivery,  by telephone or a facsimile  transmission shall be
given at least two days prior to the  meeting.  Notice by mail shall be given at
least  five days  prior to the  meeting  and  shall be  deemed to be given  when
deposited in the United States mail  properly  addressed,  with postage  thereon
prepaid.  Telephone  notice  shall be deemed to be given  when the  director  is
personally  given  such  notice  in a  telephone  call to  which  he is a party.
Facsimile transmission notice shall be deemed to be given upon completion of the
transmission  of the  message  to the  number  given to the  Corporation  by the
director and receipt of a completed answer-back indicating receipt.  Neither the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting  of the  Board  of  Directors  need  be  stated  in the  notice,  unless
specifically required by statute or these Bylaws.


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Section 6. QUORUM.  A majority of the  directors  shall  constitute a quorum for
transaction of business at any meeting of the Board of Directors, provided that,
if less than a  majority  of such  directors  are  present  at said  meeting,  a
majority of the  directors  present  may  adjourn the meeting  from time to time
without further notice, and provided further that if, pursuant to the charter of
the Corporation or these Bylaws, the vote of a majority of a particular group of
directors is required for action,  a quorum must also include a majority of such
group.

               The Board of Directors  present at a meeting  which has been duly
called and  convened  may  continue  to  transact  business  until  adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.

     Section 7. VOTING. The action of the majority of the directors present at a
meeting  at which a  quorum  is  present  shall be the  action  of the  Board of
Directors,  unless the concurrence of a greater  proportion is required for such
action by applicable statute.

     Section 8. TELEPHONE  MEETINGS.  Directors may  participate in a meeting by
means of a  conference  telephone  or similar  communications  equipment  if all
persons  participating  in the  meeting  can hear each  other at the same  time.
Participation in a meeting by these means shall constitute presence in person at
the meeting.

     Section 9. INFORMAL  ACTION BY DIRECTORS.  Any action required or permitted
to be taken at any  meeting  of the Board of  Directors  may be taken  without a
meeting,  if a consent in writing to such action is signed by each  director and
such written  consent is filed with the minutes of  proceedings  of the Board of
Directors.

     Section 10. VACANCIES.  If for any reason any or all the directors cease to
be directors,  such event shall not terminate  the  Corporation  or affect these
Bylaws or the powers of the remaining  directors  hereunder  (even if fewer than
three  directors  remain).  Any vacancy on the Board of Directors  for any cause
other than an increase in the number of directors  shall be filled by a majority
of the remaining  directors,  although such majority is less than a quorum.  Any
vacancy  in the number of  directors  created  by an  increase  in the number of
directors may be filled by a majority vote of the entire Board of Directors. Any
individual so elected as director  shall hold office for the  unexpired  term of
the director he is replacing.

     Section 11. COMPENSATION. Directors shall not receive any stated salary for
their  services as directors  but, by resolution of the Board of Directors,  may
receive fixed sums per year and/or per meeting and/or per visit to real property
owned or to be acquired by the  Corporation and for any service or activity they
performed or engaged in as directors.  Directors may be reimbursed  for expenses
of attendance,  if any, at each annual,  regular or special meeting of the Board
of  Directors or of any  committee  thereof and for their  expenses,  if any, in
connection  with each  property  visit and any other  service or  activity  they
performed or engaged in as  directors;  but nothing  herein  contained  shall be
construed to preclude any directors  from serving the  Corporation  in any other
capacity and receiving compensation therefor.

     Section 12.  LOSS OF  DEPOSITS.  No  director  shall be liable for any loss
which may occur by reason of the failure of the bank, trust company, savings and
loan  association,  or other  institution  with whom  moneys or stock  have been
deposited.


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     Section 13.  SURETY  BONDS.  Unless  required by law, no director  shall be
obligated to give any bond or surety or other  security for the  performance  of
any of his duties.

     Section 14.  RELIANCE.  Each director,  officer,  employee and agent of the
Corporation  shall,  in  the  performance  of his  duties  with  respect  to the
Corporation,  be fully justified and protected with regard to any act or failure
to act in reliance  in good faith upon the books of account or other  records of
the  Corporation,  upon  an  opinion  of  counsel  or upon  reports  made to the
Corporation by any of its officers or employees or by the adviser,  accountants,
appraisers or other experts or consultants selected by the Board of Directors or
officers of the  Corporation,  regardless  of whether such counsel or expert may
also be a director.

     Section 15.  CERTAIN RIGHTS OF DIRECTORS,  OFFICERS,  EMPLOYEES AND AGENTS.
The  directors  shall have no  responsibility  to devote  their full time to the
affairs of the  Corporation.  Any director or officer,  employee or agent of the
Corporation,  in  his  personal  capacity  or in a  capacity  as  an  affiliate,
employee,  or  agent of any  other  person,  or  otherwise,  may  have  business
interests and engage in business  activities  similar to or in addition to or in
competition with those of or relating to the Corporation.

     Section  16.  MATTERS  TO BE TAKEN  INTO  CONSIDERATION  BY  DIRECTORS.  In
considering  any  potential  acquisition  of  control  of the  Corporation,  the
directors may consider the effect of the potential acquisition of control on (i)
stockholders  of  the   Corporation   and   unitholders  of  Reckson   Operating
Partnership,  L.P. and  employees,  suppliers,  customers  and  creditors of the
Corporation or any of its subsidiaries; and (ii) communities in which offices or
other establishments of the Corporation are located.

                                   ARTICLE IV

                                   COMMITTEES

     Section 1. NUMBER,  TENURE AND  QUALIFICATIONS.  The Board of Directors may
appoint from among its members an Executive  Committee,  an Audit  Committee,  a
Compensation Committee and other committees,  composed of two or more directors,
to serve at the pleasure of the Board of Directors.

     Section 2.  POWERS.  The Board of  Directors  may  delegate  to  committees
appointed  under  Section 1 of this  Article  any of the  powers of the Board of
Directors, except as prohibited by law.

     Section 3.  MEETINGS.  Notice of committee  meetings  shall be given in the
same manner as notice for special meetings of the Board of Directors. A majority
of the members of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee. The act of a majority of the committee
members  present at a meeting shall be the act of such  committee.  The Board of
Directors  may designate a chairman of any  committee,  and such chairman or any
two members of any  committee  may fix the time and place of its meeting  unless
the Board  shall  otherwise  provide.  In the  absence of any member of any such
committee,  the  members  thereof  present at any  meeting,  whether or not they
constitute a quorum,  may



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<PAGE>

appoint  another  director  to act in the  place  of such  absent  member.  Each
committee shall keep minutes of its proceedings.

     Section  4.  TELEPHONE  MEETINGS.  Members of a  committee  of the Board of
Directors  may  participate  in a meeting by means of a conference  telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same  time.  Participation  in a meeting  by these  means
shall constitute presence in person at the meeting.

     Section 5. INFORMAL ACTION BY COMMITTEES.  Any action required or permitted
to be taken at any meeting of a committee of the Board of Directors may be taken
without a meeting,  if a consent  in  writing  to such  action is signed by each
member of the  committee  and such written  consent is filed with the minutes of
proceedings of such committee.

     Section  6.  VACANCIES.  Subject  to the  provisions  hereof,  the Board of
Directors  shall  have the power at any time to  change  the  membership  of any
committee,  to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee.

                                   ARTICLE V

                                    OFFICERS

     Section 1.  GENERAL  PROVISIONS.  The  officers  of the  Corporation  shall
include a chief executive officer, a president,  a secretary and a treasurer and
may include a chairman of the board (or one or more co-chairmen of the board), a
vice chairman of the board, one or more executive vice  presidents,  one or more
senior vice presidents,  one or more vice presidents, a chief operating officer,
a chief financial  officer, a treasurer,  one or more assistant  secretaries and
one or more assistant treasurers.  In addition,  the Board of Directors may from
time to time  appoint  such other  officers  with such powers and duties as they
shall deem  necessary or  desirable.  The officers of the  Corporation  shall be
elected  annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of stockholders,  except that the chief
executive officer may appoint one or more vice presidents, assistant secretaries
and assistant treasurers.  If the election of officers shall not be held at such
meeting,  such election  shall be held as soon  thereafter as may be convenient.
Each officer  shall hold office until his  successor is elected and qualifies or
until his death,  resignation or removal in the manner hereinafter provided. Any
two or more offices except  president and vice president may be held by the same
person. In its discretion,  the Board of Directors may leave unfilled any office
except that of  president,  treasurer and  secretary.  Election of an officer or
agent shall not of itself create  contract  rights between the  Corporation  and
such officer or agent.

     Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation
may be removed by the Board of Directors  if in its judgment the best  interests
of the Corporation  would be served  thereby,  but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.  Any officer
of the  Corporation  may  resign  at any time by  giving  written  notice of his
resignation  to the  Board of  Directors,  the  chairman  of the  board  (or any
co-chairman of the board if more than one), the president or the secretary.  Any




                                       9
<PAGE>

resignation  shall  take  effect at any time  subsequent  to the time  specified
therein or, if the time when it shall become effective is not specified therein,
immediately  upon its receipt.  The  acceptance  of a  resignation  shall not be
necessary to make it effective unless otherwise stated in the resignation.  Such
resignation  shall be without  prejudice to the contract rights,  if any, of the
Corporation.

     Section 3. VACANCIES. A vacancy in any office may be filled by the Board of
Directors for the balance of the term.

     Section 4. CHIEF EXECUTIVE OFFICER.  The Board of Directors may designate a
chief executive officer. In the absence of such designation, the chairman of the
board  (or,  if more  than  one,  the  co-chairmen  of the  board  in the  order
designated at the time of their election or, in the absence of any  designation,
then in the order of their election) shall be the chief executive officer of the
Corporation.  The chief executive officer shall have general  responsibility for
implementation of the policies of the Corporation, as determined by the Board of
Directors,   and  for  the  management  of  the  business  and  affairs  of  the
Corporation.

     Section 5. CHIEF OPERATING OFFICER.  The Board of Directors may designate a
chief  operating   officer.   The  chief   operating   officer  shall  have  the
responsibilities  and duties as set forth by the Board of Directors or the chief
executive officer.

     Section 6. CHIEF FINANCIAL OFFICER.  The Board of Directors may designate a
chief  financial   officer.   The  chief   financial   officer  shall  have  the
responsibilities  and duties as set forth by the Board of Directors or the chief
executive officer.

     Section 7. CHAIRMAN OF THE BOARD.  The Board of Directors shall designate a
chairman of the board (or one or more co-chairmen of the board). The chairman of
the board shall  preside over the meetings of the Board of Directors  and of the
stockholders  at which  he shall be  present.  If there be more  than  one,  the
co-chairmen  designated by the Board of Directors will perform such duties.  The
chairman of the board shall  perform such other duties as may be assigned to him
or them by the Board of Directors.

     Section 8. PRESIDENT. The president or chief executive officer, as the case
may be, shall in general  supervise  and control all of the business and affairs
of the Corporation. In the absence of a designation of a chief operating officer
by the Board of Directors,  the president shall be the chief operating  officer.
He may execute any deed, mortgage, bond, contract or other instrument, except in
cases where the execution  thereof shall be expressly  delegated by the Board of
Directors or by these Bylaws to some other  officer or agent of the  Corporation
or shall be  required  by law to be  otherwise  executed;  and in general  shall
perform all duties  incident to the office of president and such other duties as
may be prescribed by the Board of Directors from time to time.

     Section 9. VICE PRESIDENTS. In the absence of the president or in the event
of a vacancy in such office,  the vice  president (or in the event there be more
than one vice president, the vice presidents in the order designated at the time
of their  election 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;  and



                                       10
<PAGE>

shall  perform  such other duties as from time to time may be assigned to him by
the president or by the Board of Directors. The Board of Directors may designate
one or more vice presidents as executive vice president or as vice president for
particular areas of responsibility.

     Section  10.  SECRETARY.  The  secretary  shall (a) keep the minutes of the
proceedings  of the  stockholders,  the Board of Directors and committees of the
Board of Directors in one or more books provided for that purpose;  (b) see that
all notices are duly given in accordance  with the provisions of these Bylaws or
as required by law; (c) be custodian of the corporate records and of the seal of
the  Corporation;  (d)  keep a  register  of the  post  office  address  of each
stockholder which shall be furnished to the secretary by such  stockholder;  (e)
have general charge of the share transfer books of the  Corporation;  and (f) in
general perform such other duties as from time to time may be assigned to him by
the chief executive officer, the president or by the Board of Directors.

     Section 11.  TREASURER.  The treasurer  shall have the custody of the funds
and securities of the Corporation  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.  In the absence of a designation of a chief financial  officer by the
Board of Directors,  the treasurer shall be the chief  financial  officer of the
Corporation.

               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 president and Board of Directors, at the
regular  meetings of the Board of  Directors  or whenever it may so require,  an
account of all his  transactions as treasurer and of the financial  condition of
the Corporation.

               If required by the Board of Directors,  the treasurer  shall give
the  Corporation a bond 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,  moneys and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     Section 12. ASSISTANT SECRETARIES AND ASSISTANT  TREASURERS.  The assistant
secretaries and assistant treasurers,  in general,  shall perform such duties as
shall be assigned to them by the secretary or treasurer, respectively, or by the
president or the Board of Directors. The assistant treasurers shall, if required
by the Board of  Directors,  give bonds for the  faithful  performance  of their
duties in such sums and with such surety or sureties as shall be satisfactory to
the Board of Directors.

     Section 13. SALARIES.  The salaries and other  compensation of the officers
shall be fixed from time to time by the Board of Directors  and no officer shall
be prevented from receiving such salary or other  compensation  by reason of the
fact that he is also a director.


                                       11
<PAGE>

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1.  CONTRACTS.  The Board of Directors may authorize any officer or
agent to enter into any contract or to execute and deliver any instrument in the
name of and on behalf of the  Corporation  and such  authority may be general or
confined to specific instances.  Any agreement,  deed, mortgage,  lease or other
document  executed by one or more of the  directors or by an  authorized  person
shall be valid and binding upon the Board of Directors and upon the  Corporation
when authorized or ratified by action of the Board of Directors.

     Section 2. CHECKS AND DRAFTS.  All checks,  drafts or other  orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the  Corporation  shall be signed by such officer or agent of the Corporation in
such manner as shall from time to time be determined by the Board of Directors.

Section 3. DEPOSITS.  All funds of the Corporation not otherwise  employed shall
be deposited  from time to time to the credit of the  Corporation in such banks,
trust companies or other depositories as the Board of Directors may designate.

                                  ARTICLE VII

                                      STOCK

     Section  1.   CERTIFICATES.   Each  stockholder  shall  be  entitled  to  a
certificate  or  certificates  which shall  represent  and certify the number of
shares of each class of stock held by him in the  Corporation.  Each certificate
shall  be  signed  by the  chief  executive  officer,  the  president  or a vice
president and  countersigned  by the secretary or an assistant  secretary or the
treasurer or an assistant  treasurer and may be sealed with the seal, if any, of
the Corporation. The signatures may be either manual or facsimile.  Certificates
shall be  consecutively  numbered;  and if the Corporation  shall,  from time to
time, issue several classes of stock, each class may have its own number series.
A certificate is valid and may be issued whether or not an officer who signed it
is still an officer  when it is issued.  Each  certificate  representing  shares
which are restricted as to their  transferability  or voting  powers,  which are
preferred or limited as to their dividends or as to their  allocable  portion of
the  assets  upon  liquidation  or which  are  redeemable  at the  option of the
Corporation, shall have a statement of such restriction,  limitation, preference
or  redemption  provision,   or  a  summary  thereof,   plainly  stated  on  the
certificate.  If the  Corporation  has authority to issue stock of more than one
class,  the  certificate  shall contain on the face or back a full  statement or
summary of the designations  and any  preferences,  conversion and other rights,
voting   powers,   restrictions,   limitations   as  to   dividends   and  other
distributions,  qualifications  and terms and  conditions  of redemption of each
class of stock and, if the  Corporation  is authorized to issue any preferred or
special class in series,  the differences in the relative rights and preferences
between  the  shares  of each  series to the  extent  they have been set and the
authority of the Board of Directors to set the relative  rights and  preferences
of subsequent series. In lieu of such statement or summary,  the certificate may
state that the Corporation  will furnish a full statement of such information to
any  stockholder  upon  request  and  without  charge.  If any class of stock is
restricted by the  Corporation  as to  transferability,  the



                                       12
<PAGE>

certificate  shall contain a full statement of the restriction or state that the
Corporation will furnish  information  about the restrictions to the stockholder
on request and without charge.

     Section 2.  TRANSFERS.  Upon  surrender to the  Corporation or the transfer
agent of the Corporation of a stock  certificate duly endorsed or accompanied by
proper  evidence  of  succession,  assignment  or  authority  to  transfer,  the
Corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

               The  Corporation  shall be entitled to treat the holder of record
of any share of stock as the holder in fact thereof and, accordingly,  shall not
be bound to recognize  any equitable or other claim to or interest in such share
or 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 the State of
Maryland.

               Notwithstanding  the foregoing,  transfers of shares of any class
of stock will be subject in all respects to the charter of the  Corporation  and
all of the terms and conditions contained therein.

     Section 3. REPLACEMENT CERTIFICATE.  Any officer designated by the Board of
Directors may direct a new  certificate to be issued in place of any certificate
previously  issued  by the  Corporation  alleged  to have been  lost,  stolen or
destroyed  upon the making of an affidavit  of that fact by the person  claiming
the certificate to be lost,  stolen or destroyed.  When authorizing the issuance
of a new  certificate,  an officer  designated by the Board of Directors may, in
his discretion and as a condition precedent to the issuance thereof, require the
owner of such  lost,  stolen  or  destroyed  certificate  or the  owner's  legal
representative  to advertise the same in such manner as he shall require  and/or
to give bond, with sufficient surety, to the Corporation to indemnify it against
any  loss or  claim  which  may  arise  as a  result  of the  issuance  of a new
certificate.

     Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of
Directors  may set,  in advance,  a record  date for the purpose of  determining
stockholders  entitled to notice of or to vote at any meeting of stockholders or
determining  stockholders  entitled  to receive  payment of any  dividend or the
allotment  of  any  other  rights,  or in  order  to  make  a  determination  of
stockholders for any other proper purpose.  Such date, in any case, shall not be
prior to the close of  business on the day the record date is fixed and shall be
not more than 90 days and,  in the case of a meeting of  stockholders,  not less
than ten  days,  before  the date on which  the  meeting  or  particular  action
requiring such determination of stockholders of record is to be held or taken.

               In lieu of  fixing a record  date,  the  Board of  Directors  may
provide that the stock  transfer  books shall be closed for a stated  period but
not longer than 20 days. If the stock  transfer books are closed for the purpose
of  determining  stockholders  entitled  to notice of or to vote at a meeting of
stockholders,  such books  shall be closed for at least ten days before the date
of such meeting.

               If no record date is fixed and the stock  transfer  books are not
closed  for the  determination  of  stockholders,  (a) the  record  date for the
determination  of stockholders



                                       13
<PAGE>

entitled  to notice of or to vote at a meeting of  stockholders  shall be at the
close of  business  on the day on which the  notice of  meeting is mailed or the
30th day before the meeting,  whichever  is the closer date to the meeting;  and
(b) the record date for the  determination  of stockholders  entitled to receive
payment of a dividend or an  allotment of any other rights shall be the close of
business on the day on which the  resolution  of the  directors,  declaring  the
dividend or allotment of rights, is adopted.

               When a  determination  of  stockholders  entitled  to vote at any
meeting  of  stockholders  has  been  made as  provided  in this  section,  such
determination  shall  apply  to any  adjournment  thereof,  except  when (i) the
determination  has been made through the closing of the  transfer  books and the
stated  period of closing has expired or (ii) the meeting is adjourned to a date
more than 120 days after the  record  date fixed for the  original  meeting,  in
either of which case a new record date shall be determined as set forth herein.

     Section 5. STOCK LEDGER.  The  Corporation  shall maintain at its principal
office or at the  office of its  counsel,  accountants  or  transfer  agent,  an
original  or  duplicate  share  ledger  containing  the name and address of each
stockholder and the number of shares of each class held by such stockholder.

     Section 6. FRACTIONAL STOCK;  ISSUANCE OF UNITS. The Board of Directors may
issue  fractional  stock or provide for the issuance of scrip, all on such terms
and under  such  conditions  as they may  determine.  Notwithstanding  any other
provision of the charter or these Bylaws, the Board of Directors may issue units
consisting of different securities of the Corporation.  Any security issued in a
unit shall have the same  characteristics as any identical  securities issued by
the  Corporation,  except that the Board of  Directors  may  provide  that for a
specified  period  securities  of the  Corporation  issued  in such  unit may be
transferred on the books of the Corporation only in such unit.

                                  ARTICLE VIII

                                 ACCOUNTING YEAR

          The Board of Directors shall have the power, from time to time, to fix
the fiscal year of the Corporation by a duly adopted resolution.

                                   ARTICLE IX

                                  DISTRIBUTIONS

     Section 1. AUTHORIZATION.  Dividends and other distributions upon the stock
of the  Corporation  may be  authorized  and declared by the Board of Directors,
subject to the provisions of law and the charter of the  Corporation.  Dividends
and  other  distributions  may  be  paid  in  cash,  property  or  stock  of the
Corporation, subject to the provisions of law and the charter.

     Section  2.  CONTINGENCIES.  Before  payment  of  any  dividends  or  other
distributions,  there  may be set aside  out of any  assets  of the  Corporation
available for dividends or other  distributions such sum or sums as the Board of
Directors may from time to time, in its



                                       14
<PAGE>

absolute  discretion,  think  proper as a reserve  fund for  contingencies,  for
equalizing  dividends or other  distributions,  for repairing or maintaining any
property of the  Corporation or for such other purpose as the Board of Directors
shall determine to be in the best interest of the Corporation,  and the Board of
Directors  may modify or abolish any such  reserve in the manner in which it was
created.

                                   ARTICLE X

                                INVESTMENT POLICY

          Subject to the provisions of the charter of the Corporation, the Board
of Directors may from time to time adopt,  amend, revise or terminate any policy
or policies  with respect to  investments  by the  Corporation  as it shall deem
appropriate in its sole discretion.

                                   ARTICLE XI

                                      SEAL

     Section 1. SEAL.  The Board of Directors  may  authorize  the adoption of a
seal by the Corporation.  The seal shall contain the name of the Corporation and
the year of its incorporation and the words "Corporate Seal Maryland." The Board
of  Directors  may  authorize  one or more  duplicate  seals and provide for the
custody thereof.

     Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required
to affix its seal to a document, it shall be sufficient to meet the requirements
of any law,  rule or  regulation  relating to a seal to place the word  "(SEAL)"
adjacent to the  signature of the person  authorized  to execute the document on
behalf of the Corporation.

                                  ARTICLE XII

                          INDEMNIFICATION AND INSURANCE

          (A) Each person who was or is made a party or is threatened to be made
a party to or is involved in any action,  suit, or  proceeding,  whether  civil,
criminal,  administrative  or investigative  (hereinafter,  a "proceeding"),  by
reason  of the fact  that he or she or a person  of whom he or she is the  legal
representative  is or was a director or officer of the  Corporation or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent of another corporation or of a partnership,  joint venture, trust or other
enterprise,  including service with respect to employee benefit plans maintained
or sponsored by the Corporation, whether the basis of such proceeding is alleged
action in an official capacity as a director,  officer,  employee or agent or in
any other  capacity  while  serving as a director,  officer,  employee or agent,
shall be indemnified  and held harmless by the Corporation to the fullest extent
authorized  by the Maryland  General  Corporation  Law as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment  permits the Corporation to provide broader  indemnification
rights  than  said  law  permitted  the  Corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in  settlement)  reasonably



                                       15
<PAGE>

incurred  or  suffered  by  such  person  in   connection   therewith  and  such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent and shall inure to the benefit of his or her heirs,
executors  and  administrators;  PROVIDED,  HOWEVER,  that except as provided in
paragraph (C) of this Bylaw,  the  Corporation  shall  indemnify any such person
seeking  indemnification  in  connection  with a  proceeding  (or part  thereof)
initiated  by  such  person  only if  such  proceeding  (or  part  thereof)  was
authorized by the Board of Directors. The right to indemnification  conferred in
this Bylaw shall be a contract  right and shall  include the right to be paid by
the  Corporation  the expenses  incurred in  defending  any such  proceeding  in
advance of its final  disposition,  such advances to be paid by the  Corporation
within 20 days after the receipt by the Corporation of a statement or statements
from the  claimant  requesting  such  advance  or  advances  from  time to time;
PROVIDED,  HOWEVER,  that if the Maryland General Corporation Law requires,  the
payment  of such  expenses  incurred  by a  director  or  officer  in his or her
capacity  as a  director  or  officer  (and not in any other  capacity  in which
service  was or is  rendered  by  such  person  while  a  director  or  officer,
including,  without limitation,  service to an employee benefit plan) in advance
of the final  disposition  of a proceeding,  shall be made only upon delivery to
the  Corporation  of an undertaking by or on behalf of such director or officer,
to repay all amounts so advanced if it shall  ultimately be determined that such
director  or  officer  is not  entitled  to be  indemnified  under this Bylaw or
otherwise.

          (B) To obtain  indemnification  under this  Bylaw,  a  claimant  shall
submit to the Corporation a written request, including therein or therewith such
documentation and information as is reasonably  available to the claimant and is
reasonably  necessary  to  determine  whether and to what extent the claimant is
entitled  to   indemnification.   Upon   written   request  by  a  claimant  for
indemnification  pursuant  to the  first  sentence  of  this  paragraph  (B),  a
determination,  if required by applicable  law,  with respect to the  claimant's
entitlement thereto shall be made as follows:  (1) if requested by the claimant,
by Independent Counsel (as hereinafter defined), or (2) if no request is made by
the claimant for a  determination  by Independent  Counsel,  (i) by the Board of
Directors by a majority vote of a quorum  consisting of Disinterested  Directors
(as hereinafter  defined),  or, if a quorum of the Board of Directors consisting
of Disinterested Directors is not obtainable,  by a majority vote of a committee
of the Board consisting solely of two or more Disinterested Directors designated
by a majority  vote of the full Board of  Directors in which all  Directors  may
participate,  or (ii) if a  quorum  of the  Board  of  Directors  consisting  of
Disinterested  Directors  or  the  committee  described  in  (i)  above  is  not
obtainable or, even if obtainable,  if such quorum of Disinterested Directors or
such committee so directs,  by Independent  Counsel in a written  opinion to the
Board of Directors,  a copy of which shall be delivered to the claimant.  In the
event the  determination  of  entitlement  to  indemnification  is to be made by
Independent  Counsel,  whether by the request of the claimant or otherwise,  the
Independent  Counsel  shall be selected by the Board of  Directors by a majority
vote of a quorum  consisting of Disinterested  Directors,  or, if such quorum is
not obtainable,  by a majority vote of the committee described in (i) above, or,
if the requisite quorum cannot be obtained therefor and such committee cannot be
established,  by a  majority  vote of the full Board of  Directors  in which all
Directors may participate.  If it is so determined that the claimant is entitled
to  indemnification,  payment to the claimant shall be made within 10 days after
such determination.

          (C) If a claim under  paragraph  (A) of this Bylaw is not paid in full
by the  Corporation  within  thirty  days  after a  written  claim  pursuant  to
paragraph (B) of this Bylaw has been received by the  Corporation,  the claimant
may at any time  thereafter  bring suit against the



                                       16
<PAGE>

Corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part,  the claimant shall be entitled to be paid also the expense of
prosecuting  such claim. It shall be a defense to any such action (other than an
action  brought  to  enforce a claim for  expenses  incurred  in  defending  any
proceeding in advance of its final disposition  where the required  undertaking,
if any is required,  has been tendered to the Corporation) that the claimant has
not met the standard of conduct  which makes it  permissible  under the Maryland
General  Corporation  Law for the  Corporation to indemnify the claimant for the
amount  claimed,  but  the  burden  of  proving  such  defense  shall  be on the
Corporation.  Neither the  failure of the  Corporation  (including  its Board of
Directors,  Independent  Counsel or  stockholders)  to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct  set  forth in the  Maryland  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  Independent
Counsel or stockholders) that the claimant has not met such applicable  standard
of conduct,  shall be a defense to the action or create a  presumption  that the
claimant has not met the applicable standard of conduct.

          (D) If a determination  shall have been made pursuant to paragraph (B)
of this Bylaw that the claimant is entitled to indemnification,  the Corporation
shall  be bound  by such  determination  in any  judicial  proceeding  commenced
pursuant to paragraph (C) of this Bylaw.

          (E) The Corporation  shall be precluded from asserting in any judicial
proceeding commenced pursuant to paragraph (C) of this Bylaw that the procedures
and presumptions of this Bylaw are not valid,  binding and enforceable and shall
stipulate in such proceeding that the Corporation is bound by all the provisions
of this Bylaw.

          (F) The right to indemnification  and the payment of expenses incurred
in defending a proceeding in advance of its final disposition  conferred in this
Bylaw  shall not be  exclusive  of any other  right which any person may have or
hereafter   acquire  under  any  statute,   provision  of  the   Certificate  of
Incorporation,   Bylaws,   agreement,  vote  of  stockholders  or  Disinterested
Directors or otherwise. No repeal or modification of this Bylaw shall in any way
diminish or adversely  affect the rights of any director,  officer,  employee or
agent of the  Corporation  hereunder  in  respect  of any  occurrence  or matter
arising prior to any such repeal or modification.

          (G) The Corporation may maintain insurance, at its expense, to protect
itself  and any  director,  officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Maryland  General  Corporation Law. To the extent that the Corporation
maintains any policy or policies providing such insurance, each such director or
officer, and each such agent or employee to which rights to indemnification have
been  granted as provided in  paragraph  (H) of this Bylaw,  shall be covered by
such  policy or policies  in  accordance  with its or their terms to the maximum
extent of the coverage  thereunder for any such director,  officer,  employee or
agent.

          (H) The Corporation may, to the extent authorized from time to time by
the Board of Directors,  grant rights to indemnification,  and rights to be paid
by the Corporation the



                                       17
<PAGE>

expenses   incurred  in  defending  any  proceeding  in  advance  of  its  final
disposition,  to any employee or agent of the  Corporation to the fullest extent
of the  provisions  of  this  Bylaw  with  respect  to the  indemnification  and
advancement of expenses of directors and officers of the Corporation.

          (I) If any  provision or  provisions of this Bylaw shall be held to be
invalid,  illegal or unenforceable for any reason whatsoever:  (1) the validity,
legality  and   enforceability  of  the  remaining   provisions  of  this  Bylaw
(including,  without  limitation,  each  portion of any  paragraph of this Bylaw
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired  thereby;  and (2) to the fullest extent  possible,  the
provisions of this Bylaw (including,  without  limitation,  each such portion of
any paragraph of this Bylaw  containing  any such  provision held to be invalid,
illegal or unenforceable)  shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

          (J) For purposes of this Bylaw:

               (1) "Disinterested  Director" means a director of the Corporation
who is  not  and  was  not a  party  to  the  proceeding  in  respect  of  which
indemnification is sought by the claimant.

               (2) "Independent  Counsel" means a law firm, or a member of a law
firm,  or an  independent  practitioner,  that is  reasonably  acceptable to the
respective  claimant  hereunder and that is  experienced  in matters of relevant
corporation  law and neither  presently is, nor in the past five years has been,
retained  to  represent:  (i) the  Corporation  or the  claimant  in any  matter
material to either such party (other than with respect to matters concerning the
claimant under this Bylaw, or of other claimants under this Bylaw),  or (ii) any
other  party  to the  proceeding  giving  rise  to a claim  for  indemnification
hereunder.  Notwithstanding the foregoing,  the term "Independent Counsel" shall
not include any person  who,  under the  applicable  standards  of  professional
conduct  then  prevailing,  would have a conflict of  interest  in  representing
either the  Corporation or the claimant in an action to determine the claimant's
rights under this Bylaw.

          (K) Any notice,  request or other communication  required or permitted
to be given to the  Corporation  under this Bylaw shall be in writing and either
delivered in person or sent by telecopy,  overnight mail or courier service,  or
certified or registered mail, postage prepaid,  return receipt requested, to the
Secretary of the  Corporation  and shall be  effective  only upon receipt by the
Secretary.

                                  ARTICLE XIII

                                WAIVER OF NOTICE

          Whenever any notice is required to be given pursuant to the charter of
the  Corporation or these Bylaws or pursuant to applicable law, a waiver thereof
in writing,  signed by the person or persons  entitled to such  notice,  whether
before or after the time  stated  therein,  shall be  deemed  equivalent  to the
giving of such notice.  Neither the business to be transacted at nor the purpose
of any meeting  need be set forth in the waiver of notice,  unless  specifically
required



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by statute.  The  attendance  of any person at any meeting  shall  constitute  a
waiver of notice of such meeting, except where such person attends a meeting for
the express  purpose of  objecting  to the  transaction  of any  business on the
ground that the meeting is not lawfully called or convened.

                                  ARTICLE XIV

                               AMENDMENT OF BYLAWS

          The Board of Directors shall have the exclusive power to adopt,  alter
or repeal any provision of these Bylaws and to make new Bylaws.