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                                                                     Exhibit 3.2


                                     BYLAWS

                                       OF

                             ON2 TECHNOLOGIES, INC.

                                   ARTICLE I
                                     OFFICES

         The registered and principal office of On2 Technologies, Inc. (the
"Corporation") required by the Delaware General Corporation Law to be maintained
in the State of Delaware shall be designated from time to time by the Board of
Directors.

         The Corporation may have such other offices, either within or outside
the State of Delaware, as the Board of Directors may designate, or as the
business of the Corporation may require from time to time.

                                   ARTICLE II
                                  STOCKHOLDERS

                  Section 1. ANNUAL MEETING.

         The annual meeting of the stockholders shall be held pursuant to notice
given by the Board of Directors for the purpose of electing directors and for
the transaction of such other business as may come before the meeting.

                  Section 2. SPECIAL MEETINGS.

         Special meetings of the stockholders, for any purpose, unless otherwise
prescribed by statute, may be called by the President or by the Board of
Directors, and shall be called by the President at the request of the holders of
not less than ten (10%) percent of all the outstanding shares of the corporation
entitled to vote at the meeting. Such request shall state the purposes of the
proposed meeting.

                  Section 3. ADJOURNMENT.

                           a. When the annual meeting is convened, or when any
                           special meeting is convened, the presiding officer
                           may adjourn it for such period of time as may be
                           reasonably necessary to reconvene the meeting at
                           another place and another time.

                           b. The presiding officer shall have the power to
                           adjourn any meeting of the stockholders for any
                           proper purpose, including, but not limited to, lack
                           of a quorum, to secure a more adequate meeting place,
                           to elect officials to count and tabulate votes, to
                           review any stockholder proposals or to pass upon any
                           challenge which may properly come before the meeting.

                           c. When a meeting is adjourned to another time or
                           place, it shall not be necessary to give any notice
                           of the adjourned meeting if the time and place to
                           which the meeting is adjourned are announced at the
                           meeting at which the adjournment is taken, and any
                           business may be transacted at the adjourned meeting
                           that might have been transacted on the original date
                           of the meeting. If, however, the adjournment is for
                           more than 30 days, or if after the adjournment the
                           Board fixes a new record date for the adjourned
                           meeting, a notice of the adjourned meeting shall

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                           be given in compliance with Subsection (4)(a) of this
                           Article II to each stockholder of record on the new
                           record date entitled to vote at such meeting.

                  Section 4. NOTICE OF MEETING; PURPOSE OF MEETING; WAIVER.

                           a. Each stockholder of record entitled to vote at any
                           meeting shall be given in person, or by first class
                           mail, postage prepaid, written notice of such meeting
                           which shall set forth the place, date and hour of the
                           meeting and, in the case of a special meeting,
                           purpose(s) for which the meeting is called, not less
                           than ten (10) or more than sixty (60) days before the
                           date of such meeting. If mailed, such notice is to be
                           sent to the stockholder's address as it appears on
                           the stock transfer books of the Corporation unless
                           the stockholder shall have requested of the Secretary
                           in writing at least fifteen (15) days prior to the
                           distribution of any required notice that any notice
                           intended for him to be sent to some other address, in
                           which case the notice may be sent to the address so
                           designated. Notwithstanding any such request by a
                           stockholder, notice sent to a stockholder's address
                           as it appears on the stock transfer books of this
                           Corporation as of the record date shall be deemed
                           properly given. Any notice of a meeting sent by the
                           United States mail shall be deemed delivered when
                           deposited with proper postage thereon with the United
                           States Postal Service or in any mail receptacle under
                           its control.

                           b. A stockholder waives notice of any meeting by
                           attendance, either in person or by proxy, at such
                           meeting or by waiving notice in writing either
                           before, during or after such meeting. Attendance at a
                           meeting for the express purpose of objecting that the
                           meeting was not lawfully called or convened, however,
                           will not constitute a waiver of notice by a
                           stockholder stating at the beginning of the meeting,
                           his objection that the meeting is not lawfully called
                           or convened.

                           c. Whenever the holders of at least eighty (80%)
                           percent of the capital stock of the Corporation
                           having the right to vote shall be present at any
                           annual or special meeting of stockholders, however
                           called or notified, and shall sign a written consent
                           thereto on the minutes of such meeting, the meeting
                           shall be valid for all purposes.

                           d. A Waiver of Notice signed by all stockholders
                           entitled to vote at a meeting of stockholders may
                           also be used for any other proper purpose including,
                           but not limited to, designating any place within or
                           without the State of Delaware as the place for
                           holding such a meeting.

                           e. Neither the business to be transacted at, nor the
                           purpose of, any regular or special meeting of
                           stockholders need be specified in any written Waiver
                           of Notice.

                  Section 5. CLOSING OF TRANSFER BOOKS; RECORD DATE;
                             STOCKHOLDERS' LIST.

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

                           b. In order that the Corporation may determine the
                           stockholders entitled to consent to corporate action
                           in writing without a meeting, the Board of Directors
                           may fix a record date,

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                           which record date shall not precede the date upon
                           which the resolution fixing the record date is
                           adopted by the Board of Directors, and which date
                           shall not be more than ten (10) days after the date
                           upon which the resolution fixing the record date is
                           adopted by the Board of Directors. If no record date
                           has been fixed by the Board of Directors, the record
                           date for determining stockholders entitled to consent
                           to corporate action in writing without a meeting,
                           when no prior action by the Board of Directors is
                           required by this Section 5, shall be the first date
                           on which a signed written consent setting forth the
                           action taken or proposed to be taken is delivered to
                           the Corporation by delivery to its registered office
                           in Delaware, its principal place of business, or an
                           officer or agent of the Corporation having custody of
                           the book in which proceedings of meetings of
                           stockholders are recorded. Delivery made to the
                           Corporation's registered office shall be by hand or
                           by certified or registered mail, return receipt
                           requested. If no record date has been fixed by the
                           Board of Directors and prior action by the Board of
                           Directors is required by this Section 5, the record
                           date for determining stockholders entitled to consent
                           to corporate action in writing without a meeting
                           shall be at the close of business on the day on which
                           the Board of Directors adopts the resolution taking
                           such prior action.

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

                           d. The officer who has charge of the stock ledger of
                           the Corporation shall prepare and make, at least 10
                           days before every meeting of stockholders, a complete
                           list of the stockholders entitled to vote at the
                           meeting, arranged in alphabetical order, and showing
                           the address of each stockholder and the number of
                           shares registered in the name of each stockholder.
                           Such list shall be open to the examination of any
                           stockholder, for any purpose germane to the meeting,
                           during ordinary business hours, for a period of at
                           least 10 days prior to the meeting, either at a place
                           within the city where the meeting is to be held,
                           which place shall be specified in the notice of the
                           meeting or, if not so specified, at the place where
                           the meeting is to be held. The list shall also be
                           produced and kept at the time and place of the
                           meeting during the whole time thereof, and may be
                           inspected by any stockholder who is present.

                           e. Upon the willful neglect or refusal of the Board
                           of Directors to produce such a list at any meeting
                           for the election of directors, they shall be
                           ineligible for election to any office at such
                           meeting.

                           f. The stock ledger shall be the only evidence as to
                           who are the stockholders entitled to examine the
                           stock ledger, the list required by this section or
                           the books of the corporation, or to vote in person or
                           by proxy at any meeting of stockholders.

                  Section 6. QUORUM.

                           a. At any meeting of the stockholders of the
                           Corporation, the presence, in person or by proxy, of
                           stockholders owning a majority of the issued and
                           outstanding shares of the capital stock of the
                           Corporation entitled to vote thereat shall be
                           necessary to constitute a quorum for the transaction
                           of such business. If a quorum is present the
                           affirmative vote of a majority of the shares
                           represented at such meeting and entitled to vote on
                           the subject matter shall be the act of the
                           stockholders. If there shall not be a quorum at any
                           meeting of the stockholders of the Corporation, then
                           the holders of a majority of the shares of the
                           capital stock of the Corporation who shall be present
                           at such meeting, in person or by proxy, may adjourn
                           such meeting from time to time until holders of a
                           majority of the shares of the capital stock shall
                           attend. At any

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                           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
                           scheduled.

                           b. The stockholders at a duly organized meeting
                           having a quorum may continue to transact business
                           until adjournment notwithstanding the withdrawal of
                           enough stockholders to leave less than a quorum.

                  Section 7. PRESIDING OFFICER; ORDER OF BUSINESS.

                           a. Meetings of the stockholders shall be presided
                           over by the Chairman of the Board, or, if he is not
                           present, by the President or, if he is not present,
                           by a Vice President or, if none of the Chairman of
                           the Board, the President, or a Vice President is
                           present, the meeting shall be presided over by a
                           Chairman to be chosen by a plurality of the
                           stockholders entitled to vote at the meeting who are
                           present, in person or by proxy. The presiding officer
                           of any meeting of the stockholders may delegate the
                           duties and obligations of the presiding officer of
                           the meeting as such person sees fit.

                           b. The Secretary of the Corporation, or, in his
                           absence, an Assistant Secretary, shall act as
                           Secretary of every meeting of stockholders, but if
                           neither the Secretary nor an Assistant Secretary is
                           present, the presiding officer of the meeting shall
                           choose any person present to act as Secretary of the
                           meeting.

                           c. The order of business shall be as follows:

                              1. Call of meeting to order.
                              2. Proof of notice of meeting.
                              3. Reading of minutes of last previous
                                 stockholders meeting or a Waiver thereof.
                              4. Reports of officers.
                              5. Reports of committees.
                              6. Election of directors.
                              7. Regular and miscellaneous business.
                              8. Special matters.
                              9. Adjournment.

                           d. Notwithstanding the provisions of Article II,
                           Section 7, Subsection c, the order and topics of
                           business to be transacted at any meeting shall be
                           determined by the presiding officer of the meeting in
                           his sole discretion. In no event shall any variation
                           in the order of business or additions and deletions
                           from the order of business as specified in Article
                           II, Section 7, Subsection c, invalidate any actions
                           properly taken at any meeting.

                  Section 8. VOTING.

                           a. Unless otherwise provided for in the Certificate
                           of Incorporation, each stockholder shall be entitled,
                           at each meeting and upon each proposal to be voted
                           upon, to one vote for each share of voting stock
                           recorded in his name on the books of the Corporation
                           on the record date fixed as provided for in Article
                           II, Section 5.

                           b. The presiding officer at any meeting of the
                           stockholders shall have the power to determine the
                           method and means of voting when any matter is to be
                           voted upon. The method and means of voting may
                           include, but shall not be limited to, vote by ballot,
                           vote by hand or vote by voice. However, no method of
                           voting may be adopted which fails to take account of
                           any stockholder's right to vote by proxy as provided
                           for in Section 10 of this Article II. In no event may
                           any method of voting be adopted which would prejudice
                           the outcome of the vote.

                  Section 9. ACTION WITHOUT MEETING.


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                           a. Any action required to be taken at any annual or
                           special meeting of stockholders of the Corporation,
                           or any action which may be taken at any annual or
                           special meeting of such stockholders, may be taken
                           without a meeting, without prior notice and without a
                           vote, if a consent or consents in writing, setting
                           forth the action so taken, shall be signed by the
                           holders of outstanding stock having not less than the
                           minimum number of votes that would be necessary to
                           authorize or take such action at a meeting at which
                           all shares entitled to vote thereon were present and
                           voted and shall be delivered to the Corporation by
                           delivery to its registered office in Delaware, its
                           principal place of business, or an officer or agent
                           of the Corporation having custody of the book in
                           which proceedings of meetings of stockholders are
                           recorded. Delivery made to the Corporation's
                           registered office shall be by hand or by certified or
                           registered mail return receipt requested. If any
                           class of shares is entitled to vote thereon as a
                           class, such written consent shall be required of the
                           holders of a majority of the shares of each class of
                           shares entitled to vote thereon.

                           b. Within ten (10) days after obtaining such
                           authorization by written consent, notice must be
                           given to those stockholders who have not consented in
                           writing. The notice shall fairly summarize the
                           material features of the authorized action and, if
                           the action be a merger, consolidation or sale or
                           exchange of assets for which dissenters' rights are
                           provided under the Delaware General Corporation Law,
                           the notice shall contain a clear statement of the
                           right of the stockholders dissenting therefrom to be
                           paid the fair value of their shares upon compliance
                           with further provisions of the Delaware General
                           Corporation Law regarding the rights of dissenting
                           stockholders.

                           c. In the event that the action to which the
                           stockholders' consent is such as would have required
                           the filing of a certificate under the Delaware
                           General Corporation Law if such action had been voted
                           on by stockholders at a meeting thereof, the
                           certificate filed under such other section shall
                           state that written consent has been given in
                           accordance with the provisions of this Article II,
                           Section 9.

                  Section 10. PROXIES.

                           a. Each stockholder entitled to vote at a meeting of
                           stockholders or to express consent or dissent to
                           corporate action without a meeting, or his duly
                           authorized attorney-in-fact, may authorize another
                           person or persons to act for such stockholder by
                           proxy.

                           b. Every proxy must be signed by the stockholder or
                           his attorney-in-fact. No proxy shall be valid after
                           the expiration of eleven (11) months from the date
                           thereof unless otherwise provided in the proxy. Every
                           proxy shall be revocable at the pleasure of the
                           stockholder executing it, except as otherwise
                           provided in this Article II, Section 10.

                           c. The authority of the holder of a proxy to act
                           shall not be revoked by the incompetence or death of
                           the stockholder who executed the proxy unless, before
                           the authority is exercised, written notice of an
                           adjudication of such incompetence or of such death is
                           received by the corporate officer responsible for
                           maintaining the list of stockholders.

                           d. Except when other provisions shall have been made
                           by written agreement between the parties, the record
                           holder of shares held as pledges or otherwise as
                           security or which belong to another, shall issue to
                           the pledgor or to such owner of such shares, upon
                           demand therefor and payment of necessary expenses
                           thereof, a proxy to vote or take other action
                           thereon.

                           e. A proxy which states that it is irrevocable is
                           irrevocable when it is held by any of the following
                           or a nominee of any of the following: (i) a pledgee;
                           (ii) a person who has purchased or agreed to purchase
                           the shares; (iii) a creditor or creditors of the
                           Corporation who extend or continue to extend credit
                           to the Corporation in consideration of the proxy, if
                           the proxy states that it was given in consideration
                           of such extension or continuation of credit, the
                           amount thereof, and the name of the person extending
                           or continuing credit; (iv) a person who has
                           contracted to

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                           perform services as an officer of the Corporation, if
                           a proxy is required by the contract of employment, if
                           the proxy states that it was given in consideration
                           of such contract of employment and states the name of
                           the employee and the period of employment contracted
                           for; and (v) a person designated by or under an
                           agreement as provided in Article XI hereof.

                           f. Notwithstanding a provision in a proxy stating
                           that it is irrevocable, the proxy becomes revocable
                           after the pledge is redeemed, or the debt of the
                           Corporation is paid, or the period of employment
                           provided for in the contract of employment has
                           terminated, or the agreement under Article XII hereof
                           has terminated and, in a case provided for in
                           Subsection 10(e)(iii) or Subsection 10(e)(iv) of this
                           Article II, becomes revocable three years after the
                           date of the proxy or at the end of the period, if
                           any, specified therein, whichever period is less,
                           unless the period of irrevocability is renewed from
                           time to time by the execution of a new irrevocable
                           proxy as provided in this Article II, Section 10.
                           This subsection 10(f) does not affect the duration of
                           a proxy under Subsection 10(b) of this Article II.

                           g. A proxy may be revoked, notwithstanding a
                           provision making it irrevocable, by a purchaser of
                           shares without knowledge of the existence of the
                           provision unless the existence of the proxy and its
                           irrevocability is noted conspicuously on the face or
                           back of the certificate representing such shares.

                           h. If a proxy for the same shares confers authority
                           upon two (2) or more persons and does not otherwise
                           provide a majority of such persons present at the
                           meeting, or if only one is present, then that one may
                           exercise all the powers conferred by the proxy. If
                           the proxy holders present at the meeting are equally
                           divided as to the right and manner of voting in any
                           particular case, the voting of such shares shall be
                           prorated.

                           i. If a proxy expressly so provides, any proxy holder
                           may appoint in writing a substitute to act in his
                           place.

                  Section 11. VOTING OF SHARES BY STOCKHOLDERS.

                           a. Shares standing in the name of another
                           corporation, domestic or foreign, may be voted by the
                           officer, agent, or proxy designated in the Bylaws of
                           the corporate stockholder; or, in the absence of any
                           applicable Bylaw, by such person as the Board of
                           Directors of the corporate stockholder may designate.
                           Proof of such designation may be made by presentation
                           of a certified copy of the Bylaws or other instrument
                           of the corporate stockholder. In the absence of any
                           such designation, or in case of a conflicting
                           designation by the corporate stockholder, the
                           Chairman of the Board, President, any vice president,
                           secretary and treasurer of the corporate stockholder,
                           in that order, shall be presumed to possess authority
                           to vote such shares.

                           b. Shares held by an administrator, executor,
                           guardian or conservator may be voted by him, either
                           in person or by proxy, without a transfer of such
                           shares into his name. Shares standing in the name of
                           a trustee may be voted by him, either in person or by
                           proxy, but no trustee shall be entitled to vote
                           shares held by him without a transfer of such shares
                           into his name.

                           c. Shares standing in the name of a receiver may be
                           voted by such receiver. Shares held by or under the
                           control of a receiver but not standing in the name of
                           such receiver may be voted by such receiver without
                           the transfer thereof into his name if authority to do
                           so is contained in an appropriate order of the court
                           by which such receiver was appointed.

                           d. A stockholder whose shares are pledged shall be
                           entitled to vote such shares until the shares have
                           been transferred into the name of the pledge.


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                           e. Shares of the capital stock of the Corporation
                           belonging to the Corporation or held by it in any
                           fiduciary capacity shall not be voted, directly or
                           indirectly, at any meeting, and shall not be counted
                           in determining the total number of outstanding
                           shares.


                                  ARTICLE III
                                    DIRECTORS

                  Section 1. BOARD OF DIRECTORS; EXERCISE OF CORPORATE POWERS.

                           a. All corporate powers shall be exercised by or
                           under the authority of, and the business affairs of
                           the Corporation shall be managed under, the direction
                           of the Board of Directors except as may be otherwise
                           provided in the Articles of Incorporation. If any
                           such provision is made in the Articles of
                           Incorporation, the powers and duties conferred or
                           imposed upon the Board of Directors shall be
                           exercised or performed to such extent and by such
                           person or persons as shall be provided in the
                           Articles of Incorporation.

                           b. Directors need not be residents of the state of
                           incorporation unless the Articles of Incorporation so
                           require.

                           c. The Board of Directors shall have authority to fix
                           the compensation of Directors unless otherwise
                           provided in the Articles of Incorporation.

                           d. A Director shall perform his duties as a Director,
                           including his duties as a member of any committee of
                           the Board upon which he may serve, in good faith, in
                           a manner he reasonably believes to be in the best
                           interests of the Corporation, and with such care as
                           an ordinarily prudent person in a like position would
                           use under similar circumstances.

                           e. In performing his duties, a Director shall be
                           entitled to rely in good faith on records of the
                           Corporation, information, opinions, reports or
                           statements, including financial data, in each case
                           prepared or presented by: (i) one or more officers or
                           employees of the Corporation whom the Director
                           reasonably believes to be reliable and competent in
                           the matters presented; (ii) counsel, public
                           accountants or other persons as to matters which the
                           Director reasonably believes to be within such
                           persons' professional or expert competence; or (iii)
                           a committee of the Board upon which he does not
                           serve, duly designated in accordance with a provision
                           of the Articles of Incorporation or the Bylaws, as to
                           matters within its designated authority, which
                           committee the Director reasonably believes to merit
                           confidence.

                           f. A Director shall not be considered to be acting in
                           good faith if he has knowledge concerning the matter
                           in question that would cause such reliance described
                           in Subsection 1(e) of this Article III to be
                           unwarranted.

                           g. A person who performs his duties in compliance
                           with this Article III, Section 1 shall have no
                           liability by reason of being or having been a
                           Director of the Corporation.

                           h. A Director of the Corporation who is present at a
                           meeting of the Board of Directors at which action on
                           any corporate matter is taken consents thereto unless
                           he votes against such action or abstains from voting
                           in respect thereto because of an asserted conflict of
                           interest.

                  Section 2. NUMBER; ELECTION; CLASSIFICATION OF DIRECTORS;
                             VACANCIES.

                           a. The Board of Directors of this Corporation shall
                           consist of not less than three (3) nor more than
                           eight (8) members, unless the number of stockholders
                           is less than three, in which case the Corporation
                           shall have as many directors as there are
                           stockholders. The number of directors shall be fixed
                           by the initial Board of Directors. The number of
                           directors constituting the initial Board of Directors
                           shall be fixed by the Articles of Incorporation. The
                           number of directors may

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                           be increased from time to time by the Board of
                           Directors, but no decrease shall have the effect of
                           shortening the term of any incumbent director.

                           b. Each person named in the Articles of Incorporation
                           as a member of the initial Board of Directors, shall
                           hold office until the first annual meeting of
                           stockholders, and until his successor shall have been
                           elected and qualified or until his earlier
                           resignation, removal from office or death.

                           c. At the first annual meeting of stockholders and at
                           each annual meeting thereafter the stockholders shall
                           elect directors to hold office until the next
                           succeeding annual meeting, except in case of the
                           classification of directors as permitted by the
                           Delaware General Corporation Law. Each director shall
                           hold office for the term for which he is elected and
                           until his successor shall have been elected and
                           qualified or until his earlier resignation, removal
                           from office or death.

                           d. The stockholders, by amendment to these Bylaws,
                           may provide that the directors be divided into not
                           more than three classes, as nearly equal in number as
                           possible, whose terms of office shall respectively
                           expire at different times, but no such term shall
                           continue longer than four (4) years, and at least
                           one-fifth (1/5) in number of the directors shall be
                           elected annually.

                           e. If directors are classified and the number of
                           directors is thereafter changed, any increase or
                           decrease in directorships shall be so apportioned
                           among the classes as to make all classes as nearly
                           equal in number as possible.

                           f. In the event that a vacancy shall occur on the
                           Board of Directors of the Corporation whether because
                           of death, resignation, removal, an increase in the
                           number of directors or any other reason, such vacancy
                           may be filled by the vote of a majority of the
                           remaining directors of the Corporation even though
                           such remaining directors represent less than a
                           quorum. An increase in the number of directors shall
                           create vacancies for the purpose of this section. A
                           director of the Corporation elected to fill a vacancy
                           shall hold office for the unexpired term of his
                           predecessor, or in the case of an increase in the
                           number of directors, until the election and
                           qualification of directors at the next annual meeting
                           of the stockholders.

                  Section 3. REMOVAL OF DIRECTORS.

                           a. At a meeting of stockholders called expressly for
                           that purpose, directors may be removed in the manner
                           provided in this Article III, Section 3. Any director
                           or the entire Board of Directors may be removed, with
                           or without cause, by a vote of the holders of a
                           majority of the shares then entitled to vote at an
                           election of directors.

                           b. If the Corporation has cumulative voting, if less
                           than the entire Board is to be removed, no director
                           may be removed without cause 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, or, if there be classes of
                           directors, at an election of the class of directors
                           of which he is a member.

                  Section 4. DIRECTOR QUORUM AND VOTING.

                           a. A majority of the number of directors fixed in the
                           manner provided in these Bylaws shall constitute a
                           quorum for the transaction of business unless a
                           greater number is required elsewhere in these Bylaws.

                           b. A majority of the members of an Executive
                           Committee or other committee shall constitute a
                           quorum for the transaction of business at any meeting
                           of such Executive Committee or other committee.
<Page>

                           c. The act of the majority of the directors present
                           at a Board meeting at which a quorum is present shall
                           be the act of the Board of Directors.

                           d. The act of a majority of the members of an
                           Executive Committee present at an Executive Committee
                           meeting at which a quorum is present shall be the act
                           of the Executive Committee.

                           e. The act of a majority of the members of any other
                           committee present at a committee meeting at which a
                           quorum is present shall be the act of the committee.

                  Section 5. DIRECTOR CONFLICTS OF INTEREST.

                           a. No contract or other transaction between this
                           Corporation and one or more of its directors or
                           officers, or between a this Corporation and any other
                           corporation, partnership, association or other entity
                           in which one or more of its directors or officers are
                           directors or have a financial interest, shall be void
                           or voidable solely because of the relationship or
                           interest or solely because such director or directors
                           are present at the meeting of the Board of Directors
                           or a committee thereof which authorizes, approves or
                           ratifies such contract or transaction or solely
                           because his or their votes are counted for such
                           purpose; if:

                  (i) The material facts as to such relationship or interest and
as to the contract or transaction are disclosed or known to the Board of
Directors or committee which authorizes, approves or ratifies the contract or
transaction in good faith by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors, even though
the disinterested directors be less than a quorum; or

                  (ii) The material facts as to such relationship or interest
and as to the contract or transaction are disclosed or known to the stockholders
entitled to vote and they authorize, approve or ratify such contract or
transaction in good faith by vote or written consent; or

                  (iii) The contract or transaction is fair as to the
Corporation at the time authorized, approved or ratified by the Board, a
committee, or the stockholders.

         Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.

                  Section 6. EXECUTIVE AND OTHER COMMITTEES; DESIGNATION;
                             AUTHORITY.

         a. The Board of Directors, by resolution adopted by a majority of the
full Board of Directors, may designate from among its members an Executive
Committee and one or more other committees each of which, to the extent provided
in such resolution or in the Articles of Incorporation or these Bylaws, shall
have and may exercise all the authority of the Board of Directors, except that
no such committee shall have the authority to: (i) approve or recommend to
stockholders actions or proposals required by the Delaware General Corporation
Law to be approved by stockholders; (ii) designate candidates for the office of
director for purposes of proxy solicitation or otherwise; (iii) fill vacancies
on the Board of Directors or any committee thereof; (iv) amend the Bylaws; or
(v) authorize or approve the issuance or sale of, or any contract to issue or
sell, shares or designate the terms of a series of class of shares, unless the
Board of Directors, having acted regarding general authorization for the
issuance or sale of shares, or any contract therefor, and, in the case of a
series, the designation thereof, has specified a general formula or method by
resolution or by adoption of a stock option or other plan, authorized a
committee to fix the terms upon which such shares may be issued or sold,
including, without limitation, the price, the rate or manner of payment of
dividends, provisions for redemption, sinking fund, conversion, and voting
preferential rights, and provisions for other features of a class of shares, or
a series of class of shares, with full power in such committee to adopt any
final resolution setting forth all the terms thereof and to authorize the
statement of the terms of a series for filing with the Secretary of State under
the Delaware Business Corporation Act.

         b. The Board, by resolution adopted in accordance with Article III,
Subsection 6(a) may designate one or more directors as alternate members of any
such committee, who may act in the place and stead of any absent member or
members at any meeting of such committee.


<Page>

         c. Neither the designation of any such committee, the delegation
thereto of authority, nor action by such committee pursuant to such authority
shall alone constitute compliance by any member of the Board of Directors, not a
member of the committee in question, with his responsibility to act in good
faith, in a manner he reasonably believes to be in the best interests of the
Corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances.

         Section 7. PLACE, TIME, NOTICE, AND CALL OF DIRECTORS' MEETINGS.

         a. Meetings of the Board of Directors, regular or special, may be held
either within or without this state.

         b. A regular meeting of the Board of Directors of the Corporation shall
be held for the election of officers of the Corporation and for the transaction
of such other business as may come before such meeting as promptly as
practicable after the annual meeting of the stockholders of this Corporation
without the necessity of other notice than this Bylaw. Other regular meetings of
the Board of Directors of the Corporation may be held at such times and at such
places as the Board of Directors of the Corporation may from time to time
resolve without other notice than such resolution. Special meetings of the Board
of Directors may be held at any time upon call of the Chairman of the Board or
the President or a majority of the Directors of the Corporation, at such time
and at such place as shall be specified in the call thereof. Notice of any
special meeting of the Board of Directors must be given at least two (2) days
prior thereto, if by written notice delivered personally; or at least five (5)
days prior thereto, if mailed; or at least two (2) days prior thereto, if by
telegram; or at least two (2) days prior thereto, if by telephone. If such
notice is given by mail, such notice shall be deemed to have been delivered when
deposited with the United States Postal Service addressed to the business
address of such director with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed delivered when the telegram is delivered
to the telegraph company. If notice is given by telephone, such notice shall be
deemed delivered when the call is completed.

         c. Notice of a meeting of the Board of Directors need not be given to
any director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.

         d. Neither the business to be transacted, nor the purpose of any
regular or special meeting of the Board of Directors, need be specified in the
notice or waiver of notice of such meeting.

         e. A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and the place of
the adjourned meeting are announced at the time of the adjournment, to the other
directors.

         f. Members of the Board of Directors may participate in a meeting of
such Board by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time. Participation by such means shall constitute
presence in person at a meeting.

         Section 8. ACTION BY DIRECTORS WITHOUT A MEETING.

         Any action required by the Delaware General Corporation Law to be taken
at a meeting of the directors of the Corporation, or a committee thereof, may be
taken without a meeting if a consent in writing, setting forth the action so to
be taken, signed by all of the directors, or all of the members of the
committee, as the case may be, is filed in the minutes of the proceedings of the
Board or of the committee. Such consent shall have the same effect as a
unanimous vote.

         Section 9. COMPENSATION.

         The directors and members of the Executive and any other committee of
the Board of Directors shall be entitled to such reasonable compensation for
their services and on such basis as shall be fixed from time to time by
resolution of the Board of Directors. The Board of Directors and members of any
committee of the Board of Directors shall be entitled to reimbursement for any
reasonable expenses incurred in attending any Board or committee meeting. Any
director receiving compensation under this section shall not be prevented from
serving the Corporation in any other capacity and shall not be prohibited from
receiving reasonable compensation for such other services.
<Page>

         Section 10. RESIGNATION.

         Any Director of the Corporation may resign at any time without
acceptance by the Corporation. Such resignation shall be in writing and may
provide that such resignation shall take effect immediately or on any future
date stated in such notice.

                                   ARTICLE IV
                                    OFFICERS

         Section 1. ELECTION; NUMBER; TERMS OF OFFICE.

         a. The officers of the Corporation shall consist of a Chairman of the
Board, a President, a Secretary and a Treasurer, each of whom shall be elected
by the Board of Directors at such time and in such manner as may be prescribed
by these Bylaws. Such other officers and assistant officers and agents as may be
deemed necessary may be elected or appointed by the Board of Directors.

         b. All officers and agents, as between themselves and the Corporation,
shall have such authority and perform such duties in the management of the
Corporation as are provided in these Bylaws, or as may be determined by
resolution of the Board of Directors not inconsistent with these Bylaws.

         c. Any two (2) or more offices may be held by the same person except
the offices of the President and Secretary.

         d. A failure to elect a Chairman of the Board, President, a Secretary
and a Treasurer shall not affect the existence of the Corporation.

         Section 2. REMOVAL.

         An officer of the Corporation shall hold office until the election and
qualification of his successor; however, any officer of the Corporation may be
removed from office by the Board of Directors whenever in its judgment the best
interests of the Corporation will be served thereby. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of any officer shall not of itself create any contract
right to employment or compensation.

         Section 3. VACANCIES.

         Any vacancy in any office from any cause may be filled for the
unexpired portion of the term of such office by the Board of Directors.

         Section 4. POWERS AND DUTIES.

         a. The Chairman of the Board shall be the Chief Executive Officer of
the Corporation. The Chairman of the Board shall preside at all meetings of the
stockholders and of the Board of Directors. Except where by law the signature of
the President is required or unless the Board of Directors shall rule otherwise,
the Chairman of the Board shall possess the same power as the President to sign
all certificates, contracts and other instruments of the Corporation which may
be authorized by the Board of Directors. Unless a Chairman of the Board is
specifically elected, the President shall be deemed to be the Chairman of the
Board.

         b. The President shall be the Chief Operating Officer of the
Corporation. He shall be responsible for the general day-to-day supervision of
the business and affairs of the Corporation. He shall sign or countersign all
certificates, contracts or other instruments of the Corporation as authorized by
the Board of Directors. He may, but need not, be a member of the Board of
Directors. In the office of the Chairman of the Board, the President shall be
the Chief Executive Officer of the Corporation and shall preside at all meetings
of the stockholders and the Board of Directors. He shall make reports to the
Board of Directors and stockholders. He shall perform such other duties as are
incident to his office or are properly required of him by the Board of
Directors. The Board of Directors will at all times retain the power to
expressly delegate the duties of the President to any other officer of the
Corporation.

         c. The Vice-President(s), if any, in the order designated by the Board
of Directors, shall exercise the functions of the President during the absence,
disability, death, or refusal to act of the President. During the time that any
Vice-President is properly exercising the functions of the President, such
Vice-President shall have all the powers of and be subject to all the
restrictions upon the

<Page>

President. Each Vice-President shall have such other duties as are assigned to
him from time to time by the Board of Directors or by the President of the
Corporation.

         d. The Secretary of the Corporation shall keep the minutes of the
meetings of the stockholders of the Corporation and the minutes of the meetings
of the Board of Directors of the Corporation. The Secretary shall be the
custodian of the minute books of the Corporation and such other books and
records of the Corporation as the Board of Directors of the Corporation may
direct. The Secretary shall make or cause to be made all proper entries in all
corporate books that the Board of Directors of the Corporation may direct. The
Secretary shall have the general responsibility for maintaining the stock
transfer books of the Corporation, or of supervising the maintenance of the
stock transfer books of the Corporation by the transfer agent, if any, of the
Corporation. The Secretary shall be the custodian of the corporate seal of the
Corporation and shall affix the corporate seal of the Corporation on contracts
and other instruments as the Board of Directors of the Corporation may direct.
The Secretary shall perform such other duties as are assigned to him from time
to time by the Board of Directors or the President of the Corporation.

         e. The Treasurer of the Corporation shall have custody of all funds and
securities owned by the Corporation. The Treasurer shall cause to be entered
regularly in the proper books of account of the Corporation full and accurate
accounts of the receipts and disbursements of the Corporation. The Treasurer of
the Corporation shall render a statement of cash, financial and other accounts
of the Corporation whenever he is directed to render such a statement by the
Board of Directors or by the President of the Corporation. The Treasurer shall
at all reasonable times make available the Corporation's books and financial
accounts to any Director of the Corporation during normal business hours. The
Treasure shall perform all other acts incident to the office of the Treasurer of
the Corporation, and he shall have such other duties as are assigned to him from
time to time by the Board of Directors or the President of the Corporation.

         f. Other subordinate or assistant officers appointed by the Board of
Directors or by the President, if such authority is delegated to him by the
Board of Directors, shall exercise such powers to perform such duties as may be
delegated to them by the Board of Directors or by the President, as the case may
be.

         g. In case of the absence or disability of any officer of the
Corporation and of any person authorized to act in his place during such period
of absence or disability, the Board of Directors may, from time to time,
delegate the powers and duties of such officer to any other officer or any
director or other person whom it may select.

         Section 5. SALARIES.

         The salaries of all Officers of the Corporation shall be fixed by the
Board of Directors. No Officer shall be ineligible to receive such salary by
reason of the fact that he is also a Director of the Corporation and receiving
compensation therefor.

                                   ARTICLE V

                        LOANS TO EMPLOYEES AND OFFICERS;
                GUARANTY OF OBLIGATIONS OF EMPLOYEES AND OFFICERS

         This Corporation may lend money to, guarantee any obligation of, or
otherwise assist any Officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a Director of the
Corporation or of a subsidiary, whenever, in the judgement of the Directors,
such a loan, guaranty or assistance may reasonably be expected to benefit the
Corporation. The loan, guaranty or other assistance may be with or without
interest, and may be unsecured, or secured in such manner as the Board of
Directors shall approve including, without limitation, a pledge of shares of
stock of the Corporation. Nothing in this Article shall be deemed to deny, limit
or restrict the powers of guaranty or warranty of this Corporation at common law
or under any statute.
<Page>

                                   ARTICLE VI
                  STOCK CERTIFICATES; VOTING TRUSTS; TRANSFERS

         Section 1. CERTIFICATES REPRESENTING SHARES.

         a. Every holder of shares in this Corporation shall be entitled to one
or more certificates, representing all shares to which he is entitled and such
certificates shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary of the Corporation and may be sealed with
the seal of the Corporation or a facsimile thereof. The signatures of the
President or Vice President or the Secretary or Assistant Secretary may be
facsimiles if the certificate is manually signed on behalf of the transfer agent
or a registrar, other than the Corporation itself or an employee of the
Corporation. In case any officer who signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer before
such certificate is issued, it may be used by the Corporation with the same
effect as if he were such officer at the date of its issuance.

         b. Each certificate representing shares shall state upon the face
thereof: (i) the name of the Corporation; (ii) that the Corporation is organized
under the laws of this state; (iii) the name of the person or persons to whom
issued; (iv) the number and class of shares, and the designation of the series,
if any, which such certificate represents; and (v) the par value of each share
represented by such certificate, or a statement that the shares are without par
value.

         c. No certificate shall be issued for any shares until such shares are
fully paid.

         Section 2. TRANSFER BOOK.

         The Corporation shall keep at its registered office or principal place
of business or in the office of its transfer agent or registrar, a book (or
books where more than one kind, class, or series of stock is outstanding) to be
known as the Stock Book, containing the names, alphabetically arranged,
addresses and Social Security numbers of every stockholder, and the number of
shares of each kind, class or series of stock held of record. Where the Stock
Book is kept in the office of the transfer agent, the Corporation shall keep at
its office in the State of Delaware copies of the stock lists prepared from said
Stock Book and sent to it from time to time by said transfer agent. The Stock
Book or stock lists shall show the current status of the ownership of shares of
the Corporation; PROVIDED, if the transfer agent of the Corporation be located
elsewhere, a reasonable time shall be allowed for transit or mail.

         Section 3. TRANSFER OF SHARES.

         a. The names and address(es) of the person(s) to whom shares of stock
of this Corporation are issued, shall be entered on the Stock Books of the
Corporation, with the number of shares and date of issuance.

         b. Transfer of shares of the Corporation shall be made on the Stock
Transfer Books of the Corporation by the Secretary or the transfer agent only
when the holder of record thereof, or the legal representative of such holder of
record, or the attorney-in-fact of such holder of record, authorized by power of
attorney duly executed and filed with the Secretary or transfer agent of the
Corporation, shall surrender the Certificate representing such shares for
cancellation. Lost, destroyed or stolen Stock Certificates shall be replaced
pursuant to Section 5 of this Article VI.

         c. The person or persons in whose names shares stand on the books of
the Corporation shall be deemed by the Corporation to be the owner of such
shares for all purposes, except as otherwise provided pursuant to Sections 10
and 11 of Article II, or Section 4 of this Article VI.

         Section 4. VOTING TRUSTS.

         a. Any number of stockholders of the Corporation may create a voting
trust for the purpose of conferring upon a trustee or trustees the right to vote
or otherwise represent their shares, for a period not to exceed ten (10) years,
by: (i) entering into a written voting trust; (ii) depositing a counterpart of
the agreement with the Corporation at its registered office; and (iii)
transferring their shares to such trustee or trustees for the purposes of this
Agreement. Prior to the recording of the Agreement, the stockholder concerned
shall tender the stock certificate(s) described therein to the corporate
secretary who shall note on each certificate:


<Page>

         "THIS CERTIFICATE IS SUBJECT TO THE PROVISIONS OF A VOTING TRUST
AGREEMENT DATED ____________, RECORDED IN MINUTE BOOK ____________, OF THE
CORPORATION.

      -----------------------
                  SECRETARY"

         b. Upon the transfer of such shares, voting trust certificates shall be
issued by the trustee or trustees to the stockholders who transfer their shares
in trust. Such trustee or trustees shall keep a record of the holders of the
voting trust certificates evidencing a beneficial interest in the voting trust,
giving the names and addresses of all such holders and the number and class of
the shares in respect of which the voting trust certificates held by each are
issued, and shall deposit a copy of such record with the Corporation at its
registered office.

         c. Upon the transfer of such shares, voting trust certificates shall be
issued by the trustee or trustees to the stockholders who transfer their share
in trust. Such trustee or trustees shall keep a record of the holders of the
voting trust certificates evidencing a beneficial interest in the voting trust,
giving the names and addresses of all such holders and the number and class of
the shares in respect of which the voting trust certificates held by each are
issued, and shall deposit a copy of such record with the Corporation at its
registered office.

         d. The counterpart of the voting trust agreement and the copy of such
record so deposited with the Corporation shall be subject to the same right of
examination by a stockholder of the Corporation, in person or by agent or
attorney, as are the books and records of the Corporation, and such counterpart
and such copy of such record shall be subject to examination by any holder of
record of voting trust certificates either in person or by agent or attorney, at
any reasonable time for any proper purpose.

         e. At any time before the expiration of a voting trust agreement as
originally fixed or as extended one or more times under this Article VI,
Subsection 4(d), one or more holders of the voting trust certificates may, by
agreement in writing, extend the duration of such voting trust agreement,
nominating the same or substitute trustee or trustees, for an additional period
not exceeding ten (10) years. Such extension agreement shall not affect the
rights or obligations of persons not parties to the agreement, and such persons
shall be entitled to remove their shares from the trust and promptly to have
their stock certificates reissued upon the expiration date of the original term
of the voting trust agreement. The extension agreement shall in every respect
comply with and be subject to all the provisions of this Article VI, Section 4
applicable to the original voting trust agreement except that the ten (10) year
maximum period of duration shall commence on the date of adoption of the
extension agreement.

         f. The trustees under the terms of the agreements entered into under
the provisions of this Article VI, Section 4 shall not acquire the legal title
to the shares but shall be vested only with the legal right and title to the
voting power which is incident to the ownership of the shares.

         Section 5. LOST, DESTROYED, OR STOLEN CERTIFICATES.

         No certificate representing shares of the stock in the Corporation
shall be issued in place of any certificate alleged to have been lost,
destroyed, or stolen except on production of evidence, satisfactory to the Board
of Directors, of such loss, destruction or theft, and, if the Board of Directors
so requires, upon the furnishing of an indemnity bond in such amount (but not to
exceed twice the fair market value of the shares represented by the Certificate)
and with such terms and with such surety as the Board of Directors may, in its
discretion, require.

                                  ARTICLE VII
                                BOOKS AND RECORDS

         a. The Corporation shall keep correct and complete books and records of
accounts and shall keep minutes of the proceedings of its stockholders, Board of
Directors and committees of directors.

         b. Any books, records and minutes may be in written form or in any
other form capable of being converted into written form within a reasonable
time.


<Page>

         c. Any person who shall, prior to his demand, have been a holder of
record of outstanding shares of any class or series of the Corporation, shall
have the right to examine, upon written demand stating the purpose thereof, in
person or by agent or attorney, at any reasonable time or times, for any proper
purpose, upon its relevant books and records of account, minutes and record of
stockholders and to make extracts therefrom.

         d. No stockholder who has sold or offered for sale within the past two
(2) years any list of stockholders or of holders of voting trust certificates
for shares of this Corporation or any other Corporation; has aided or abetted
any person in procuring any list of stockholders or of holders of voting trust
certificates for any such purpose; or has improperly used any information
secured through any prior examination of the books and records of account,
minutes, or record of stockholders or of holders voting trust certificates for
shares of the Corporation or any other Corporation; shall be entitled to examine
the documents and records of the Corporation as provided in Subsection (c) of
this Article VII. No stockholder who does not act in good faith or for a proper
purpose in making his demand shall not be entitled to examine the documents and
records of the Corporation as provided in Section (c) of this Article VII.

         e. Unless modified by resolution of the stockholders, this Corporation
shall prepare not later than four (4) months after the close of each fiscal
year:

         (i) A balance sheet showing in reasonable detail the financial
conditions of the Corporation as of the date of its fiscal year.

         (ii) A profit and loss statement showing the results of its operation
during its fiscal year.

         f. Upon the written request of any stockholder or holder of voting
trust certificates for shares of the Corporation, the Corporation shall mail to
such stockholder or holder of voting trust certificates a copy of its most
recent balance sheet and profit and loss statement.

         g. Such balance sheets and profit and loss statements shall be filed
and kept for at least five (5) years in the registered office of the Corporation
in this state and shall be subject to inspection during business hours by any
stockholder or holder of voting trust certificates.

                                  ARTICLE VIII
                                    DIVIDENDS

         The Board of Directors of the Corporation may, from time to time,
declare and the Corporation may pay dividends on its shares in cash, property or
its own shares, except when the Corporation is insolvent or when the payment
thereof would render the Corporation insolvent subject to the following
provisions:

         a. Dividends in cash or property may be declared and paid, except as
otherwise provided in Article VIII, only out of the unreserved and unrestricted
earned surplus of the Corporation or out of the capital surplus, however
arising, but each dividend paid out of capital surplus shall be identified as a
distribution of capital surplus, and the amount per share paid for such capital
surplus shall be disclosed to the stockholders receiving the same concurrently
with the distribution.

         b. Dividends may be declared and paid in the Corporation's treasury
shares.

         c. Dividends may be declared and paid in the Corporation's authorized
but unissued shares out of any unreserved and unrestricted surplus of the
Corporation upon the following conditions:

         (i) If a dividend is payable in the Corporation's own shares having a
par value, such shares shall be issued at not less than the par value thereof
and there shall be transferred to stated capital at the time such dividend is
paid an amount of surplus equal to the aggregate par value of the shares to be
issued as a dividend.

         (ii) If a dividend is payable in the Corporation's own shares without
par value, such shares shall be issued at such stated value as shall be fixed by
the Board of Directors by resolution adopted at the time such dividend is
declared, and there shall be transferred to stated capital at the time such
dividend is paid an amount of surplus equal to the aggregate stated value so
fixed in respect of such shares; and the amount per share so transferred to
stated capital shall be disclosed to the stockholders receiving such dividend
concurrently with the payment thereof.


<Page>

         d. No dividend payable in shares of any class shall be paid to the
holders of shares of any other class unless the Articles of Incorporation so
provide or such payment is authorized by the affirmative vote or written consent
of the holders of at least a majority of the outstanding shares of the class in
which the payment is to be made.

         e. A split up or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the Corporation shall not be construed to be a stock dividend within the
meaning of this Article VIII.

                                   ARTICLE IX
                                 INDEMNIFICATION

         Section 1. ACTION, ETC. OTHER THAN BY OR IN THE RIGHT OF THE
CORPORATION.

         The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, investigative or administrative
(other than an action or suit brought by or in the right of the Corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise (all such persons being referred to
hereafter as an "Agent"), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such conduct
was unlawful. The termination of any action, suit or proceeding - whether by
judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or
its equivalent - shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.

         Section 2. ACTION, ETC. BY OR IN THE RIGHT OF THE CORPORATION.

         The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor,
by reason of the fact that the person is or was an Agent (as defined above),
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

         Section 3. DETERMINATION OF RIGHT OF INDEMNIFICATION.

         Any indemnification under Section 1 or 2 (unless ordered by a court)
shall be made by the Corporation unless a determination is reasonably and
promptly made (i) by the Board by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders, that such person acted in bad faith and
in a manner that such person did not believe to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal proceeding, that
such person believed or had reasonable cause to believe that his conduct was
unlawful.

         Section 4. INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY.

         Notwithstanding the other provisions of this Article, to the extent
that a present or former director or officer of the Corporation has been
successful, on the merits or otherwise, in defense of any action, suit or
proceeding or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses actually and reasonably incurred by such
person in connection therewith.

         Section 5. ADVANCES OF EXPENSES.


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         Except as limited by Section 6 of this Article, costs, charges and
expenses (including attorneys' fees) incurred in any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding, if the Agent shall undertake to repay such amount in the event that
it is ultimately determined, as provided herein, that such person is not
entitled to indemnification. Notwithstanding the foregoing, no advance shall be
made by the Corporation if a determination is reasonably and promptly made by
the Board of Directors or if a majority vote of a quorum of disinterested
directors cannot be obtained, then by independent legal counsel in a written
opinion, that, based upon the facts known to the Board or counsel at the time
such determination is made, such person acted in bad faith and in a manner that
such person did not believe to be in or not opposed to the best interest of the
Corporation, or, with respect to any criminal proceeding, that such person
believed or had reasonable cause to believe such person's conduct was unlawful.
In no event shall any advance be made in instances where the Board or
independent legal counsel reasonably determines that such person deliberately
breached their duty to the Corporation or its stockholders.

         Section 6. RIGHT OF AGENT TO INDEMNIFICATION UPON APPLICATION;
PROCEDURE UPON APPLICATION.

         Any indemnification under Sections 1, 2 and 4 or advance under Section
5 of this Article shall be made promptly, and in any event within ninety (90)
days, upon the written request of the Agent unless, with respect to applications
under Sections 1, 2 or 5, a determination is made that indemnification of the
Agent is proper in circumstances because the person has met the applicable
standard of conduct set forth in sections 1, 2, 4 and 5 of this section. Such
determination shall be made (a) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(b) by a committee of such directors designated by majority vote of such
directors, even though less than quorum, or (c) if there are no such directors,
or if such directors so direct, by independent legal counsel in a written
opinion, or (d) by the shareholders. The right to indemnification or advances as
granted by this Article shall be enforceable by the Agent in any court of
competent jurisdiction, if the Board or independent counsel denies the claim in
whole or in part, or if no disposition of such claim is made within ninety (90)
days. The Agent's costs and expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
proceeding shall also be indemnified by the Corporation.

         Section 7. CONTRIBUTION.

         In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Article is held
by a court of competent jurisdiction to be unavailable to an indemnitee in whole
or part, the Corporation shall, in such an event, after taking into account,
among other things, contributions by other directors and officers of the
Corporation pursuant to indemnification agreements or otherwise, and, in the
absence of personal enrichment, acts of intentional fraud or dishonesty or
criminal conduct on the part of the Agent, contribute to the payment of Agent's
losses to the extent that, after other contributions are taken into account,
such losses exceed: (i) in the case of a director of the Corporation or any of
its subsidiaries who is not an officer of the Corporation or any of such
subsidiaries, the amount of fees paid to him for serving as a director during
the 12 months preceding the commencement of the suit, proceeding or
investigation; or (ii) in the case of a director of the Corporation or any of
its subsidiaries who is also an officer of the Corporation or any of such
subsidiaries, the amount set forth in clause (i) plus 5% of the aggregate cash
compensation paid to said director for service in such office(s) during the 12
months preceding the commencement of the suit, proceeding or investigation; or
(iii) in the case of an officer of the Corporation of any of its subsidiaries,
5% of the aggregate cash compensation paid to such officer of service in such
office(s) during the 12 months preceding the commencement of such suit,
proceeding or investigation.

         Section 8. OTHER RIGHTS AND REMEDIES.

         The indemnification provided by this Article shall not be deemed
exclusive of, and shall not affect, any other rights to which an Agent seeking
indemnification may be entitled under any law, Bylaw, or charter provision,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be an
Agent and shall inure to the benefit of the heirs, executors and administrators
of such a person. All rights to indemnification under this Article shall be
deemed to be provided by a contract between the Corporation and the Agent who
serves in such capacity at any time while these Bylaws and other relevant
provisions of the general corporation law and other applicable law, if any are
in effect. Any repeal or modification thereof shall not affect any rights or
obligations then existing.

         Section 9. INSURANCE.

         Upon resolution passed by the Board, the Corporation may purchase and
maintain insurance on behalf of any person who is

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or was an Agent against any liability asserted against such person 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 such person against such
liability under the provisions of this Article. The Corporation may create a
trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure the payment of such sums as may become
necessary to effect indemnification as provided herein.

         Section 10. CONSTITUENT CORPORATION.

         For the purposes of this Article, references to the "Corporation"
include any constituent corporation absorbed in a consolidation or merger, as
well as any constituent of a constituent or the resulting or surviving
corporation, if its separate existence had continued, would have had power and
authority to indemnify its Agent, so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or who was serving
at the request of such constituent corporation as a director, officer, employee,
agent or trustee of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as such person
would have with respect to such constituent corporation if its separate
existence had continued.

         Section 11. OTHER ENTERPRISES, FINES AND SERVING AT CORPORATION'S
REQUEST.

         For purposes of this Article, references to "other enterprise" in
Sections 1 and 10 shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service by Agent as director, officer, employee or agent of
the Corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to any employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article.

         Section 12. SAVINGS CLAUSE.

         If this Article or any portion thereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each Agent as to expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action,
suit, appeal, proceeding or investigation, whether civil, criminal or
administrative, and whether internal or external, including a grand jury
proceeding and an action or suit brought by or in the right of the Corporation,
to the full extent permitted by any applicable portion of this Article that
shall not have been invalidated, or by any other applicable law.

                                    ARTICLE X
                               AMENDMENT OF BYLAWS

         a. The Board of Directors shall have the power to amend, alter, or
repeal these Bylaws, and to adopt new Bylaws, from time to time.

         b. The stockholders of the Corporation may, at any annual meeting of
the stockholders of the Corporation or at any special meeting of the
stockholders of the Corporation called for the purpose of amending these Bylaws,
amend, alter, or repeal these Bylaws, and adopt new Bylaws, from time to time.

         c. The Board of Directors shall not have the authority to adopt or
amend any Bylaw if such new Bylaw of such amendment would be inconsistent with
any Bylaw previously adopted by the stockholders of the Corporation. The
stockholders may prescribe in any Bylaw made by them that such Bylaw shall not
be altered, amended or repealed by the Board of Directors.


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                                   ARTICLE XI
                             STOCKHOLDER AGREEMENTS

         Unless the shares of this Corporation are listed on a national
securities exchange or are regularly quoted by licensed securities dealers and
brokers, all the stockholders of this Corporation may enter into agreements
relating to any phase of business and affairs of the Corporation and which may
provide for, among other things, the election of directors of the Corporation in
a manner determined without reference to the number of shares of capital stock
of the Corporation owned by his stockholders, the determination of management
policy, and division of profits. Such agreement may restrict the discretion of
the Board of Directors and its management of the business of the Corporation or
may treat the Corporation as if it were a partnership or may arrange the
relationships of the stockholders in a manner that would be appropriate only
among partners. In the event such agreement shall be inconsistent in whole or in
part with the Articles of Incorporation and/or Bylaws of the Corporation, the
terms of such agreement shall govern. Such agreement shall be binding upon any
transferee of shares of this corporation provided such transferee has actual
notice thereof or a legend referring to such agreement is noted on the face or
back of the certificate or certificates representing the shares transferred to
such transferee.

                                  ARTICLE XII
                                   FISCAL YEAR

         The fiscal year of this Corporation shall be determined by the Board of
Director.