<PAGE>


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                        ALTERNATIVE RESOURCES CORPORATION

                            (A DELAWARE CORPORATION)






                           EFFECTIVE NOVEMBER 21, 1996

<PAGE>


                                TABLE OF CONTENTS
                                                                            PAGE

ARTICLE 1 - CERTIFICATE OF INCORPORATION

     Section 1.1.  Contents. . . . . . . . . . . . . . . . . . . . . . . . .   1
     Section 1.2.  Certificate in Effect . . . . . . . . . . . . . . . . . .   1

ARTICLE 2 - MEETINGS OF STOCKHOLDERS

     Section 2.1.  Place . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     Section 2.2.  Annual Meeting. . . . . . . . . . . . . . . . . . . . . .   1
     Section 2.3.  Special Meetings. . . . . . . . . . . . . . . . . . . . .   1
     Section 2.4.  Notice of Meetings. . . . . . . . . . . . . . . . . . . .   2
     Section 2.5.  Affidavit of Notice . . . . . . . . . . . . . . . . . . .   2
     Section 2.6.  Quorum. . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Section 2.7.  Voting Requirements . . . . . . . . . . . . . . . . . . .   2
     Section 2.8.  Proxies and Voting. . . . . . . . . . . . . . . . . . . .   2
     Section 2.9.  Director Nominations. . . . . . . . . . . . . . . . . . .   3
     Section 2.10.  New Business . . . . . . . . . . . . . . . . . . . . . .   4
     Section 2.11.  Action Without Meeting . . . . . . . . . . . . . . . . .   4
     Section 2.12.  Stockholder List . . . . . . . . . . . . . . . . . . . .   4
     Section 2.13.  Record Date. . . . . . . . . . . . . . . . . . . . . . .   4

ARTICLE 3 - DIRECTORS

     Section 3.1.  Duties. . . . . . . . . . . . . . . . . . . . . . . . . .   5
     Section 3.2.  Number; Election and Term of Office . . . . . . . . . . .   5
     Section 3.3.  Compensation. . . . . . . . . . . . . . . . . . . . . . .   5
     Section 3.4.  Reliance on Books . . . . . . . . . . . . . . . . . . . .   6

ARTICLE 4 - MEETINGS OF THE BOARD OF DIRECTORS

     Section 4.1.  Place . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Section 4.2.  Annual Meeting. . . . . . . . . . . . . . . . . . . . . .   6
     Section 4.3.  Regular Meetings. . . . . . . . . . . . . . . . . . . . .   6
     Section 4.4.  Special Meetings. . . . . . . . . . . . . . . . . . . . .   6
     Section 4.5.  Quorum. . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Section 4.6.  Action Without Meeting. . . . . . . . . . . . . . . . . .   7
     Section 4.7.  Telephone Meetings. . . . . . . . . . . . . . . . . . . .   7
     Section 4.8.  Interested Directors. . . . . . . . . . . . . . . . . . .   7

                                    -i-

<PAGE>

ARTICLE 5 - COMMITTEES OF DIRECTORS

     Section 5.1.  Designation . . . . . . . . . . . . . . . . . . . . . . .   8
     Section 5.2.  Records of Meetings . . . . . . . . . . . . . . . . . . .   9

ARTICLE 6 - NOTICES

     Section 6.1.  Method of Giving Notice . . . . . . . . . . . . . . . . .   9
     Section 6.2.  Waiver. . . . . . . . . . . . . . . . . . . . . . . . . .   9

ARTICLE 7 - OFFICERS

     Section 7.1.  In General. . . . . . . . . . . . . . . . . . . . . . . .   9
     Section 7.2.  Election of Chairman of the Board, President, Secretary
                   and Treasurer . . . . . . . . . . . . . . . . . . . . . .  10
     Section 7.3.  Election of Other Officers. . . . . . . . . . . . . . . .  10
     Section 7.4.  Salaries. . . . . . . . . . . . . . . . . . . . . . . . .  10
     Section 7.5.  Term of Office. . . . . . . . . . . . . . . . . . . . . .  10
     Section 7.6.  Duties of Chairman of the Board . . . . . . . . . . . . .  10
     Section 7.7.  Duties of President . . . . . . . . . . . . . . . . . . .  10
     Section 7.8.  Duties of Vice President. . . . . . . . . . . . . . . . .  10
     Section 7.9.  Duties of Secretary . . . . . . . . . . . . . . . . . . .  10
     Section 7.10.  Duties of Assistant Secretary. . . . . . . . . . . . . .  11
     Section 7.11.  Duties of Treasurer. . . . . . . . . . . . . . . . . . .  11
     Section 7.12.  Duties of Assistant Treasurer. . . . . . . . . . . . . .  11

ARTICLE 8 - RESIGNATIONS, REMOVALS AND VACANCIES

     Section 8.1.  Directors . . . . . . . . . . . . . . . . . . . . . . . .  12
     Section 8.2.  Officers. . . . . . . . . . . . . . . . . . . . . . . . .  13

ARTICLE 9 - CERTIFICATE OF STOCK

     Section 9.1.  Issuance of Stock . . . . . . . . . . . . . . . . . . . .  13
     Section 9.2.  Right to Certificate; Form. . . . . . . . . . . . . . . .  13
     Section 9.3.  Facsimile Signature . . . . . . . . . . . . . . . . . . .  13
     Section 9.4.  Lost Certificates . . . . . . . . . . . . . . . . . . . .  14
     Section 9.5.  Transfer of Stock . . . . . . . . . . . . . . . . . . . .  14
     Section 9.6.  Registered Stockholders . . . . . . . . . . . . . . . . .  14

ARTICLE 10 - INDEMNIFICATION

     Section 10.1.  Third Party Actions. . . . . . . . . . . . . . . . . . .  14
     Section 10.2.  Derivative Actions . . . . . . . . . . . . . . . . . . .  15
     Section 10.3.  Expenses . . . . . . . . . . . . . . . . . . . . . . . .  15
     Section 10.4.  Authorization. . . . . . . . . . . . . . . . . . . . . .  15
     Section 10.5.  Advance Payment of Expenses. . . . . . . . . . . . . . .  15
     Section 10.6.  Non-Exclusiveness. . . . . . . . . . . . . . . . . . . .  16
     Section 10.7.  Insurance. . . . . . . . . . . . . . . . . . . . . . . .  16
     Section 10.8.  Constituent Corporations . . . . . . . . . . . . . . . .  16
     Section 10.9.  Additional Indemnification . . . . . . . . . . . . . . .  16

                                      -ii-

<PAGE>

ARTICLE 11 - DIVIDENDS AND RESERVES

     Section 11.1.  Dividends. . . . . . . . . . . . . . . . . . . . . . . .  17
     Section 11.2.  Reserves . . . . . . . . . . . . . . . . . . . . . . . .  17

ARTICLE 12 - EXECUTION OF PAPERS


ARTICLE 13 - FISCAL YEAR


ARTICLE 14 - DEPOSITORIES


ARTICLE 15 - SEAL


ARTICLE 16 - OFFICES

     Section 16.1.  Registered Office. . . . . . . . . . . . . . . . . . . .  18
     Section 16.2.  Principal Office . . . . . . . . . . . . . . . . . . . .  18

ARTICLE 17 - AMENDMENTS

                                        -iii-

<PAGE>



                        ALTERNATIVE RESOURCES CORPORATION

                          AMENDED AND RESTATED BY-LAWS



                                    ARTICLE 1

                          CERTIFICATE OF INCORPORATION

          SECTION 1.1.  CONTENTS.  These By-laws, the powers of the
corporation and of its Directors and stockholders, and all matters concerning
the conduct and regulation of the business of the corporation shall be
subject to such provisions in regard thereto, if any, as are set forth in
said Certificate of Incorporation.  The Certificate of Incorporation is
hereby made a part of these By-laws.

          SECTION 1.2.  CERTIFICATE IN EFFECT.  All references in these
By-laws to the Certificate of Incorporation shall be construed to mean the
Certificate of Incorporation of the corporation as from time to time amended
and restated, including (unless the context shall otherwise require) all
certificates and any agreement of consolidation or merger filed pursuant to
the Delaware General Corporation Law, as amended.

                                    ARTICLE 2

                            MEETINGS OF STOCKHOLDERS

          SECTION 2.1.  PLACE.  All meetings of the stockholders may be held
at such place either within or without the State of Delaware as shall be
designated from time to time by the Board of Directors, the Chairman of the
Board or the President and stated in the notice of the meeting or in any duly
executed waiver of notice thereof.

          SECTION 2.2.  ANNUAL MEETING.  The annual meeting of the
stockholders, commencing in 1995, shall be held each year within 180 days
after the close of the immediately preceding fiscal year of the corporation,
at such date and time as shall be designated from time to time by the Board
of Directors, and stated in the notice or waiver of notice of the meeting.

          SECTION 2.3.  SPECIAL MEETINGS.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by the
General Corporation Law of the State of Delaware, the Certificate of
Incorporation or these By-laws, may only be called by the President, the
Chairman of the Board or a majority of the Board of Directors then in office.
 Such request shall state the purpose or purposes of the proposed meeting.

<PAGE>

          SECTION 2.4.  NOTICE OF MEETINGS.  A written notice of all meetings
of stockholders stating the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the special
meeting is called, shall be given to each stockholder entitled to vote at
such meeting. Except as otherwise provided by law, such notice shall be given
not less than ten nor more than sixty (60) days before the date of the
meeting.  If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the corporation.  Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in
the notice.

          SECTION 2.5.  AFFIDAVIT OF NOTICE.  An affidavit of the Secretary
or an Assistant Secretary or the transfer agent of the corporation that
notice of a stockholders meeting has been given shall, in the absence of
fraud, be prima facie evidence of the facts stated herein.

          SECTION 2.6.  QUORUM.  The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation or by these By-laws.  If,
however, such quorum shall not be present or represented by proxy at any
meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, the Chairman of the Board or the
President, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, except as hereinafter
provided, until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the original meeting.  If the
adjournment is for more than thirty (30) days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

          SECTION 2.7.  VOTING REQUIREMENTS.  When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which by express
provision of any applicable statute, the Certificate of Incorporation or
these By-laws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.

          SECTION 2.8.  PROXIES AND VOTING.  Unless otherwise provided by the
General Corporation Law of the State of Delaware, the Certificate of
Incorporation or these By-laws, each stockholder shall at every meeting of
the stockholders be entitled to one vote in person or by proxy for each share
of the capital stock having voting power held by such stockholder, but no
proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.  Persons holding stock in a fiduciary capacity
shall be entitled to vote the shares so held, and persons whose stock is
pledged shall be entitled to vote the pledged shares, unless in the transfer
by the pledgor on the books of the corporation he shall have expressly
empowered the pledgee to vote said shares, in which case only the pledgee, or
his proxy, may represent and vote such shares.  Shares of the capital stock
of the corporation owned by the corporation shall not be voted, directly or
indirectly.

                                    -2-

<PAGE>

          If shares or other securities having voting power stand of record
in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary of the corporation is given
written notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so
provided, their acts with respect to voting shall have the following effect;

          (a)  If only one votes, his act binds all;

          (b)  If more than one vote, the act of the majority so voting
     binds all;

          (c)  If more than one vote, but the vote is evenly split on any
     particular matter, each faction may vote the securities in question
     proportionally, or any person voting the shares, or a beneficiary, if
     any, may apply to the Court of Chancery or such other court as may
     have jurisdiction to appoint an additional person to act with the
     persons so voting the shares, which shall then be voted as determined
     by a majority of such persons and the person appointed by the Court.
     If the instrument so filed shows that any such tenancy is held in
     unequal interests, a majority or even split for the purpose of this
     subsection shall be a majority or even split in interest.

          SECTION 2.9.  DIRECTOR NOMINATIONS.  Nominations for the election
of Directors may be made by the Board of Directors or by any stockholder
entitled to vote for the election of Directors.  Nominations by stockholders
shall be made in writing and delivered or mailed by first class United States
mail, postage prepaid, to the Secretary of the corporation not less than
sixty (60) nor more than ninety (90) days prior to the date of the annual
meeting or if the corporation mails its notice and proxy to the stockholders
less than sixty (60) days prior to the annual meeting, within ten (10) days
after the notice and proxy is mailed.  Each stockholder nomination shall set
forth (i) the name, age, business address and, if known, residence address of
each nominee proposed in such nomination, (ii) the principal occupation or
employment of each such nominee, and (iii) the number of shares of capital
stock of the corporation which are beneficially owned by each nominee; and in
addition, evidence of the nominee's willingness to serve as a Director shall
also be provided.  Upon delivery, such nominations shall be posted in a
conspicuous place in the principal office and other offices, if any, of the
corporation.  Ballots bearing the names of all persons nominated by the
stockholders shall be provided for use at the annual meeting.

          The chairman of the meeting of stockholders at which any election
of Directors is to occur may, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded.

                                       -3-

<PAGE>


          SECTION 2.10.  NEW BUSINESS.  Any new business to be taken up at
any meeting of the stockholders shall be stated in writing and delivered or
mailed by first class United States mail, postage prepaid, to the Secretary
of the corporation not less than sixty (60) nor more than ninety (90) days
before the date of the annual meeting, or if the corporation mails its notice
and proxy to the stockholders less than sixty (60) days prior to the annual
meeting, within ten (10) days after the notice and proxy is mailed (the "New
Business Due Date"), and all business so stated, proposed, and delivered or
mailed shall be considered at the annual meeting; but no other proposal shall
be acted upon at the annual meeting.  This provision shall not prevent the
consideration and approval or disapproval at the annual meeting of reports of
officers, Directors, and committees; but in connection with such reports, no
new business shall be acted upon at such annual meeting unless stated and
filed as herein provided. If the chairman of the annual meeting determines
that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting and
such business shall not be transacted.

          SECTION 2.11.  ACTION WITHOUT MEETING.  No action required or
permitted to be taken at any annual or special meeting of stockholders of the
corporation may be taken by written consent without a meeting of such
stockholders.

          SECTION 2.12.  STOCKHOLDER LIST.  The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior
to the meeting either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held.  The list shall
also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.
The original or duplicate stock ledger shall be the only evidence as to who
are the stockholders entitled to examine such list, the stock ledger or the
books of the corporation, or to vote in person or by proxy at any meeting of
stockholders.

          SECTION 2.13.  RECORD DATE.  In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may
fix, in advance, a record date, which shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting, nor more than sixty
(60) days prior to any other action.  A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

                                      -4-

<PAGE>

          If no record date is fixed by the Board of Directors:

          (a)  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.

          (b)  The record date for determining stockholders for any other
     purpose shall be at the close of business on the day on which the
     Board of Directors adopts the resolution relating thereto.


                                    ARTICLE 3

                                    DIRECTORS

          SECTION 3.1.  DUTIES.  The business and affairs of the corporation
shall be managed by or under the direction of its Board of Directors which
may exercise all such powers of the corporation and do all such lawful acts
and things as are not by the General Corporation Law of the State of
Delaware, nor by the Certificate of Incorporation nor by these By-laws
directed or required to be exercised or done by the stockholders.

          SECTION 3.2.  NUMBER; ELECTION AND TERM OF OFFICE.  The number of
Directors which shall constitute the whole Board of the corporation shall be
as determined from time to time exclusively by the Board of Directors and set
forth in a resolution of the Board of Directors.  The Board of Directors
shall be divided into three classes as nearly equal in number as possible.
Subject to any limitation which may be contained within the Certificate of
Incorporation, the number of the Board of Directors may be increased at any
time by vote of a majority of the Directors then in office.  The members of
each class shall be elected for a term of three years and each Director
elected shall hold office until his successor is elected and qualified or
until his earlier resignation or removal.  One class shall be elected
annually beginning in 1995 and the terms of the Class I, Class II and Class
III Directors shall expire upon the election and qualification of successor
Directors at the annual meetings of stockholders held in 1995, 1996 and 1997,
respectively.  Directors need not be stockholders.

          SECTION 3.3.  COMPENSATION.  Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, the Board of Directors shall
have the authority to fix the compensation of Directors.  The Directors may
be paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as Directors.  No such payment shall
preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor.  Members of special or standing committees
may be allowed like compensation for attending committee meetings.

                                     -5-

<PAGE>


          SECTION 3.4.  RELIANCE ON BOOKS.  A member of the Board of
Directors or a member of any committee designated by the Board of Directors
shall, in the performance of his duties, be fully protected in relying in
good faith upon the books of account or reports made to the corporation by
any of its officers, or by an independent certified public accountant, or by
an appraiser selected with reasonable care by the Board of Directors or by
any committee, or in relying in good faith upon other records of the
corporation.

                                    ARTICLE 4

                       MEETINGS OF THE BOARD OF DIRECTORS

          SECTION 4.1.  PLACE.  The Board of Directors of the corporation may
hold meetings, both regular and special, at such place or places within or
without the State of Delaware as the Board of Directors may from time to time
determine, or as may be specified or fixed in the respective notices or
waivers of notice of such meeting.

          SECTION 4.2.  ANNUAL MEETING.  The annual meeting of the Board of
Directors shall be held immediately following the annual meeting of
stockholders each year or any special meeting held in lieu thereof, or at
such other time as the Board of Directors may from time to time determine or
as may be specified or fixed in the notices or waivers of notice of such
meeting.

          SECTION 4.3.  REGULAR MEETINGS.  Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board.

          SECTION 4.4.  SPECIAL MEETINGS.  Special meetings of the Board may
be called by the Chairman of the Board or the President on two (2) days'
notice to each Director either personally, by mail, by telegram or by
facsimile.  Special meetings shall be called by the Chairman of the Board,
the President or the Secretary in like manner and on like notice on the
written request of any two Directors unless the Board consists of only one
Director, in which case special meetings shall be called by the Chairman of
the Board, the President or the Secretary in like manner and on like notice
on the written request of the sole Director.

          SECTION 4.5.  QUORUM.  At all meetings of the Board, a majority of
the Directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation or by these By-laws.  Common or interested Directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors.  If a quorum shall not be present at any meeting of the Board of
Directors, the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

                                       -6-

<PAGE>


          SECTION 4.6.  ACTION WITHOUT MEETINg.  Unless otherwise restricted
by the Certificate of Incorporation or these By-laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board
or committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or
committee.

          SECTION 4.7.  TELEPHONE MEETINGS.  Unless otherwise restricted by
the Certificate of Incorporation or these By-laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

          SECTION 4.8.  INTERESTED DIRECTORS.

          (a)  No contract or transaction between a corporation and one or
more of its Directors or officers, or between a corporation and any other
corporation, partnership, association, or other organization in which one or
more of its Directors or officers are Directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or
solely because the Director or officer is present at or participates in the
meeting of the Board or committee which authorizes the contract or
transaction, or solely because his or their votes are counted for such
purpose, if:

          (i)  the material facts as to his relationship or interest and as
     to the contract or transaction are disclosed or are known to the Board
     of Directors or the committee, and the Board or committee in good
     faith authorizes the contract or transaction by the affirmative vote
     of a majority of the disinterested Directors, even though the
     disinterested Directors be less than a quorum; or

          (ii)  the material facts as to his relationship or interest and
     as to the contract or transaction are disclosed or are known to the
     stockholders entitled to vote thereon, and the contract or transaction
     is specifically approved in good faith by vote of the stockholders; or

                                      -7-

<PAGE>



          (iii)  the contract or transaction is fair as to the corporation
     as of the time it is authorized, approved or ratified by the Board of
     Directors, a committee or the stockholders.

          (b)  Common or interested Directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.

                                    ARTICLE 5

                             COMMITTEES OF DIRECTORS

          SECTION 5.1.  DESIGNATION.

          (a)  The Board of Directors may by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to
consist of one or more of the Directors of the corporation.  The Board may
designate one or more Directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee.

          (b)  In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.

          (c)  Any such committee, to the extent provided in the resolution
of the Board of Directors designating the committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to
amending the Certificate of Incorporation, (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the Board of Directors, fix the
designations and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for,
shares of any other class or the classes or any other series of the same or
any other class or classes of stock of the corporation or fix the number of
shares of any series of stock or authorize the increase or decrease of the
shares of any series), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to
the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the By-laws of the corporation; and,

                                    -8-

<PAGE>


unless the resolution, these By-laws or the Certificate of Incorporation
expressly so provide, no such committee shall have the power or authority to
declare a dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger.  Such committee or committees shall have
such name or names as may be determined from time to time by resolution
adopted by the Board of Directors.

          SECTION 5.2.  RECORDS OF MEETINGS.  Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

                                    ARTICLE 6

                                     NOTICES

          SECTION 6.1.  METHOD OF GIVING NOTICE.  Whenever, under any
provision of the General Corporation Law of the State of Delaware or of the
Certificate of Incorporation or of these By-laws, notice is required to be
given to any Director or stockholder, such notice shall be given in writing
by the Secretary or the person or persons calling the meeting by leaving such
notice with such Director or stockholder at his residence or usual place of
business or by mailing it addressed to such Director or stockholder, at his
address as it appears on the records of the corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the
same shall be personally delivered or deposited in the United States mail.
Notice to Directors may also be given by telegram or facsimile.

          SECTION 6.2.  WAIVER.  Whenever any notice is required to be given
under any provision of the General Corporation Law of the State of Delaware
or of the Certificate of Incorporation or of these By-laws, a waiver thereof
in writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends the meeting for the
express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, Directors or members of a
committee of Directors need be specified in any written waiver of notice.

                                    ARTICLE 7

                                    OFFICERS

          SECTION 7.1.  IN GENERAL.  The officers of the corporation shall be
chosen by the Board of Directors and shall include a Chairman of the Board, a
President, a Secretary and a Treasurer.  The Board of Directors may also
choose one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these By-laws otherwise provide.

                                       -9-

<PAGE>


          SECTION 7.2.  ELECTION OF CHAIRMAN OF THE BOARD, PRESIDENT,
SECRETARY AND TREASURER.  The Board of Directors at its first meeting after
each annual meeting of stockholders shall choose a Chairman of the Board, a
President, a Secretary and a Treasurer.  In addition, the Board shall
designate the Chairman or the President as the Chief Executive Officer of the
Corporation, who shall have executive authority to see that all orders and
resolutions of the Board of Directors are carried into effect, and, subject
to the control vested in the Board of Directors by statute, by the
Certificate of Incorporation or by these By-Laws, shall administer and be
responsible for the overall management of the business and affairs of the
Corporation.

          SECTION 7.3.  ELECTION OF OTHER OFFICERS.  The Board of Directors
may appoint such other officers and agents as it shall deem appropriate who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board.

          SECTION 7.4.  SALARIES.  The salaries of all officers and agents of
the corporation may be fixed by the Board of Directors.

          SECTION 7.5.  TERM OF OFFICE.  The officers of the corporation
shall hold office until their successors are elected and qualified or until
their earlier resignation or removal.  Any officer elected or appointed by
the Board of Directors may be removed at any time in the manner specified in
Section 8.2.

          SECTION 7.6.  DUTIES OF CHAIRMAN OF THE BOARD.  The Chairman of the
Board shall preside at all meetings of the stockholders and of the Board of
Directors, shall advise and counsel with the President shall assume such
other duties as from time to time may be assigned to him by the Board of
Directors.

          SECTION 7.7.  DUTIES OF PRESIDENT.  The President shall perform all
duties incident to the office of the President and such other duties as may
from time to time be assigned by the Board of Directors or the Chairman of
the Board. In the absence or disability of the Chairman of the Board, he
shall perform the duties of the Chairman of the Board.

          SECTION 7.8.  DUTIES OF VICE PRESIDENT.  In the absence of the
Chairman of the Board, the President or in the event of their inability or
refusal to act, the Vice President (or in the event there be more than one
Vice President, the Vice Presidents in the order designated by the Directors,
or in the absence of any designation, then in the order of their election)
shall perform the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the President.  The
Vice President shall perform such other duties and have such other powers as
the Board of Directors, the Chairman of the Board or the President may from
time to time prescribe.

          SECTION 7.9.  DUTIES OF SECRETARY.  The Secretary shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and of the
Board of Directors in a book to be kept for that purpose and shall perform
like duties for the standing committees when required.  He shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, except as otherwise provided in these
By-laws, and shall perform such

                                 -10-

<PAGE>

other duties as may be prescribed by the Board of Directors, the Chairman of
the Board or the President, under whose supervision he shall be.  He shall
have charge of the stock ledger (which may, however, be kept by any transfer
agent or agents of the corporation under his direction) and of the corporate
seal of the corporation.

          SECTION 7.10.  DUTIES OF ASSISTANT SECRETARY.  The Assistant
Secretary, or if there be more than one, the Assistant Secretaries in the
order determined by the Board of Directors (or if there be no such
determination, then in the order of their election) shall, in the absence of
the Secretary or in the event of his inability or refusal to act, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors or the Chairman
of the Board may from time to time prescribe.

          SECTION 7.11.  DUTIES OF TREASURER.  The Treasurer shall have the
custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the
name and to the credit of the corporation in such depositories as may be
designated by the Board of Directors.  The Treasurer shall disburse or
supervise the disbursement of the funds of the corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all of his transactions as
Treasurer and of the financial condition of the corporation.  If required by
the Board of Directors, he shall give the corporation a bond in such sum and
with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of this office and for
the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control
belonging to the corporation.

          SECTION 7.12.  DUTIES OF ASSISTANT TREASURER.  The Assistant
Treasurer, or if there shall be more than one, the Assistant Treasurers in
the order determined by the Board of Directors (or if there be no such
determination, then in the order of their election), shall, in the absence of
the Treasurer or in the event of his inability or refusal to act, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors or the Chairman
of the Board may from time to time prescribe.

                                      -11-

<PAGE>



                                    ARTICLE 8

                      RESIGNATIONS, REMOVALS AND VACANCIES

          SECTION 8.1.  DIRECTORS.

          (a)  RESIGNATIONS.  Any Director may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board, the
President or the Secretary.  Such resignation shall take effect at the time
specified therein; and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

          (b)  REMOVALS.  Subject to any provisions of the Certificate of
Incorporation, the holders of stock entitled to vote for the election of
Directors may, at any meeting called for that purpose, by the affirmative
vote of not less than two-thirds (66 2/3%) of the shares of such stock
outstanding and entitled to vote thereat, remove any Director or the entire
Board of Directors, but only for cause.

          Whenever the holders of any class or series are entitled to elect
one or more Directors by the Certificate of Incorporation, this subsection
shall apply, in respect to the removal of a Director or Directors so elected,
to the vote of the holders of the outstanding shares of that class or series
and not to the vote of the outstanding shares as a whole.

          (c)  VACANCIES.  Vacancies occurring in the office of Director and
newly created Directorships resulting from any increase in the authorized
number of Directors shall be filled by a majority of the Directors then in
office, though less than a quorum,  and the Directors so chosen shall hold
office, subject to the By-laws, until the next election of the class for
which such Directors shall have been chosen, and until their successors are
duly elected and qualified or until their earlier resignation or removal.
Whenever the holders of any class or classes of stock or series thereof are
entitled to elect one or more Directors by the Certificate of Incorporation,
vacancies and newly created Directorships of such class or classes or series
may be filled by a majority of the Directors elected by such class or classes
or series thereof then in office, or by a sole remaining Director so elected.

          If there are no Directors in office, then an election of Directors
may be held in the manner provided by statute.

          Unless otherwise provided in the Certificate of Incorporation or
these By-laws, when one or more Directors shall resign from the Board,
effective at a future date, a majority of the Directors then in office,
including those who have so resigned, shall have power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each Director so chosen shall hold
office as provided in this section in the filling of other vacancies.

                                      -12-


<PAGE>


          SECTION 8.2.  OFFICERS.  Any officer may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board,
the President or the Secretary.  Such resignation shall take effect at the
time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
The Board of Directors may, at any meeting called for that purpose, by vote
of a majority of their entire number, remove from office any officer of the
corporation or any member of a committee, with or without cause.  Any vacancy
occurring in the office of Chairman of the Board, President, Secretary or
Treasurer shall be filled by the Board of Directors and the officers so
chosen shall hold office subject to the By-laws for the unexpired term in
respect of which the vacancy occurred and until their successors shall be
elected and qualify or until their earlier resignation or removal.

                                    ARTICLE 9

                              CERTIFICATE OF STOCK

          SECTION 9.1.  ISSUANCE OF STOCK.  The Directors may, at any time
and from time to time, if all of the shares of capital stock which the
corporation is authorized by its Certificate of Incorporation to issue have
not been issued, subscribed for, or otherwise committed to be issued, issue
or take subscriptions for additional shares of its capital stock up to the
amount authorized in its Certificate of Incorporation.  Such stock shall be
issued and the consideration paid therefor in the manner prescribed by law.
Shares of stock with par value may be issued for such consideration, having a
value not less than par value thereof.

          SECTION 9.2.  RIGHT TO CERTIFICATE; FORM.  Every holder of stock in
the corporation shall be entitled to have a certificate, signed by, or in the
name of the corporation by, the Chairman of the Board, the President or a
Vice President and the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the corporation, certifying the number of shares
owned by him in the corporation; provided that the Directors may provide by
one or more resolutions that some or all of any or all classes or series of
the corporation's stock shall be uncertificated shares.  Certificates may be
issued for partly paid shares and in such case upon the face or back of the
certificates issued to represent any such partly paid shares, the total
amount of the consideration to be paid therefor, and the amount paid thereon,
shall be specified.

          SECTION 9.3.  FACSIMILE SIGNATURE.  Any of or all the signatures on
the certificate may be facsimile.  In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with
the same effect as if he were such officer, transfer agent or registrar at
the date of issue.

                                     -13-

<PAGE>



          SECTION 9.4.  LOST CERTIFICATES.  The Board of Directors may direct
a new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates, the Board
of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the
same in such manner as it shall require and/or to give the corporation a bond
in such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

          SECTION 9.5.  TRANSFER OF STOCK.  Upon surrender to the corporation
or the transfer agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignation or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

          SECTION 9.6.  REGISTERED STOCKHOLDERS.  The corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and
to hold liable for calls and assessments a person registered on its books as
the owner of shares, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except
as otherwise provided by the General Corporation Law of the State of
Delaware.

                                   ARTICLE 10

                                 INDEMNIFICATION

          SECTION 10.1.  THIRD PARTY ACTIONS.  The corporation shall
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of the fact that he
is or was a Director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon

                                  -14-

<PAGE>


plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

          SECTION 10.2.  DERIVATIVE ACTIONS.  The corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
is or was a Director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.

          SECTION 10.3.  EXPENSES.  To the extent that a Director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
Sections 10.1 and 10.2, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.

          SECTION 10.4.  AUTHORIZATION.  Any indemnification under Sections
10.1 and 10.2 (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the Director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Sections 10.1 and 10.2. Such determination shall be made by (a) the Board
of Directors by a majority vote of a quorum consisting of Directors who were
not parties to such action, suit or proceeding, or (b) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested Directors
so directs, by independent legal counsel in a written opinion, or (c) by the
stockholders.

          SECTION 10.5.  ADVANCE PAYMENT OF EXPENSES.  Expenses (including
attorneys' fees) incurred by an officer or Director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
officer or Director to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the corporation as authorized in
this Article 10.  Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any,
as the Board of Directors deems appropriate.

                                    -15-

<PAGE>


          SECTION 10.6.  NON-EXCLUSIVENESS.  The indemnification and
advancement of expenses provided by this Article 10 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-Law, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office.

          The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article 10 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
Director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

          SECTION 10.7.  INSURANCE.  The corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
Director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a Director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of this Article 10.

          For purposes of this Article 10, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan;
and references to "serving at the request of the corporation" shall include
any quotes service as a 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 an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to
in this section.

          SECTION 10.8.  CONSTITUENT CORPORATIONS.  The corporation shall
have power to indemnify any person who is or was a Director, officer,
employee or agent of a constituent corporation absorbed in a consolidation or
merger with this corporation or is or was serving at the request of such
constituent corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, in the
same manner as hereinabove provided if such constituent corporation's
separate existence had continued, would have had power and authority to
indemnify its Directors, officers, and employees or agents.

          SECTION 10.9.  ADDITIONAL INDEMNIFICATION.  In addition to the
foregoing provisions of this Article 10, the corporation shall have the
power, to the full extent provided by law, to indemnify any person for any
act or

                                    -16-

<PAGE>

omission of such person against all loss, cost, damage and expense (including
attorneys' fees) if such person is determined (in the manner prescribed in
Section 10.4 hereof) to have acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interest of the
corporation.

                                   ARTICLE 11

                             DIVIDENDS AND RESERVES

          SECTION 11.1.  DIVIDENDS.  The Board of Directors of the
corporation, subject to any restrictions contained in the Certificate of
Incorporation and other lawful commitments of the corporation, may declare
and pay dividends upon the shares of its capital stock either out of the
surplus of the corporation, as defined in and computed in accordance with the
General Corporation Law of the State of Delaware, or in case there shall be
no such surplus, out of the net profits of the corporation for the fiscal
year in which the dividend is declared and/or the preceding fiscal year.  If
the capital of the corporation, computed in accordance with the General
Corporation Law of the State of Delaware, shall have been diminished by
depreciation in the value of its property, or by losses, or otherwise, to an
amount less than the aggregate amount of the capital represented by the
issued and outstanding stock of all classes having a preference upon the
distribution of assets, the Board of Directors of the corporation shall not
declare and pay out of such net profits any dividends upon any shares of any
classes of its capital stock until the deficiency in the amount of capital
represented by the issued and outstanding stock of all classes having a
preference upon the distribution of assets shall have been repaired.

          SECTION 11.2.  RESERVES.  The Board of Directors of the corporation
may set apart, out of any of the funds of the corporation available for
dividends, a reserve or reserves for any proper purpose and may abolish any
such reserve.

                                   ARTICLE 12

                               EXECUTION OF PAPERS

          Except as otherwise provided in these By-laws or as the Board of
Directors may generally or in particular cases otherwise determine, all
deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other
instruments authorized to be executed on behalf of the corporation shall be
executed by any officer, agent or agents as may be authorized by the Board of
Directors from time to time.

                                        -17-

<PAGE>



                                   ARTICLE 13

                                   FISCAL YEAR

          The fiscal year of the corporation shall end on the 31st day of
December of each year.

                                   ARTICLE 14

                                  DEPOSITORIES

          The Board of Directors or an officer designated by the Board shall
appoint banks, trust companies, or other depositories in which shall be
deposited from time to time the money or securities of the corporation.

                                   ARTICLE 15

                                      SEAL

          The Corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the word "Delaware."  The seal
may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.

                                   ARTICLE 16

                                     OFFICES

          SECTION 16.1.  REGISTERED OFFICE.  The registered office in the
State of Delaware shall be located at 1209 Orange Street, in the City of
Wilmington, County of New Castle.  The name of the corporation's registered
agent at such address shall be The Corporation Trust Corporation.

          SECTION 16.2.  PRINCIPAL OFFICE.  The corporation may also have
offices within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the corporation may
require.

                                         -18-

<PAGE>


                                   ARTICLE 17

                                   AMENDMENTS

          These By-laws may be amended or repealed by the vote of a majority
of the directors present at any meeting at which a quorum is present or by
the vote of the holders of two-thirds of the total outstanding voting stock
of the corporation, present in person or represented by proxy, at any meeting
of stockholders at which a quorum is present.