<PAGE>   1

                                     BYLAWS

                                       OF

                                 LaBARGE, INC.

                            (A Delaware Corporation)

                     (As amended through October 26, 1995)

                                   ARTICLE I

                                  STOCKHOLDERS


      1.    CERTIFICATES REPRESENTING STOCK.  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 or Vice Chairman of the Board of Directors,
if any, or by the President or a Vice President and by 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.
If such certificate is countersigned by a transfer agent other than the
corporation or its employee or by a registrar other than the corporation or its
employee, any other signature on the certificate may be a 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.

      Whenever the corporation shall be authorized to issue more than one class
of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law.  Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.

      The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may require the owner of any lost, stolen
or destroyed certificate, or his legal representative, to give the corporation
a bond sufficient to indemnify the corporation against any claim that may be
made against it on account of the alleged loss, theft, or destruction of any
such certificate or the issuance of any such new certificate.

      2.    FRACTIONAL SHARE INTERESTS.  The corporation may, but shall not be
required to, issue fractions of a share.  In lieu thereof it shall either pay
in cash the fair value of fractions of a share, as determined by the Board of
Directors, to those entitled thereto or issue scrip or fractional warrants in
registered or bearer form over the manual or facsimile signature of an officer
of the corporation or of its agent, exchangeable as therein provided for full
shares,

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but such scrip or fractional warrants shall not entitle the holder to any
rights of a stockholder except as therein provided.  Such scrip or fractional
warrants may be issued subject to the condition that the same shall become void
if not exchanged for certificates representing full shares of stock before a
specified date, or subject to the condition that the shares of stock for which
such scrip or fractional warrants are exchangeable may be sold by the
corporation and the proceeds thereof distributed to the holders of such scrip
or fractional warrants, or subject to any other conditions which the Board of
Directors may determine.

      3.    STOCK TRANSFERS.  Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes due thereon.

      4.    RECORD DATE FOR STOCKHOLDERS.  For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to or dissent from any corporate
action in writing without a meeting, or for the purpose of determining
stockholders entitled to receive payment of any dividend or other distribution
or the 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 directors may fix, in advance, a date as the record
date for any such determination of stockholders.  Such date shall not be more
than sixty days nor less than ten days before the date of such meeting, nor
more than sixty days prior to any other action.  If no record date is fixed,
the record date for the determination of 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; 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.  When a determination of stockholders
of record entitled to notice of or to vote at any meeting of stockholders has
been made as provided in this paragraph, such determination shall apply to any
adjournment thereof; provided, however, that the Board of Directors may fix a
new record date for the adjourned meeting.

      5.    MEANING OF CERTAIN TERMS.  As used herein in respect of the right
to notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock", or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the Certificate of Incorporation
confers such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such
rights notwithstanding that the Certificate of Incorporation may provide for
more than one class





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or series of shares of stock, one or more of which are limited or denied such
rights thereunder; provided, however, that no such right shall vest in the
event of an increase or a decrease in the authorized number of shares of stock
of any class or series which is otherwise denied voting rights under the
provisions of the Certificate of Incorporation.

      6.    STOCKHOLDER MEETINGS.

      -     TIME.  The annual meeting shall be held on the date and at the time
fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization
of the corporation, and each successive annual meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting.  A
special meeting shall be held on the date and at the time fixed by the
directors.

      -     PLACE.  Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the directors may, from time
to time fix.  Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Delaware.

      -     CALL.  Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.

      -     NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings shall
be given, stating the place, date, and hour of the meeting and stating the
place within the city or other municipality or community at which the list of
stockholders of the corporation may be examined.  The notice of an annual
meeting shall state that the meeting is called for the election of directors
and for the transaction of other business which may properly come before the
meeting, and shall (if any other action which could be taken at a special
meeting is to be taken at such annual meeting) state the purpose or purposes.
The notice of a special meeting shall in all instances state the purpose or
purposes for which the meeting is called.  If any action is proposed to be
taken which would, if taken, entitle stockholders to receive payment for their
shares of stock, the notice shall include a statement of that purpose and to
that effect.  Except as otherwise provided by the General Corporation Law, a
copy of the notice of any meeting shall be given, personally or by mail, not
less than ten days nor more than sixty days before the date of the meeting,
unless the lapse of the prescribed period of time shall have been waived, and
directed to each stockholder at his record address or at such other address
which he may have furnished by request in writing to the Secretary of the
corporation.  Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States mail.  If a meeting is adjourned
to another time, not more than thirty days hence, and/or to another place, and
if an announcement of the adjourned time and/or place is made at the meeting,
it shall not be necessary to give notice of the adjourned meeting unless the
directors, after adjournment, fix a new record date for the adjourned meeting.
Notice need not be given to any stockholder who submits a written waiver of
notice by him before or after the time stated therein.  Attendance of a person
at a meeting of stockholders shall constitute a waiver of notice of such
meeting, except when the stockholder attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not





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lawfully called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.

      -     STOCKHOLDER LIST.  The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city or other municipality or community
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 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 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 at any
meeting of stockholders.

      -     CONDUCT OF MEETING.  Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting:  The Chairman of the Board, if any, the Vice Chairman of the Board,
if any, the President, a Vice President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the stockholders.
The Secretary of the corporation, or in his absence, an Assistant Secretary,
shall act as secretary of every meeting, but if neither the Secretary nor an
Assistant Secretary is present the Chairman of the meeting shall appoint a
secretary of the meeting.

      -     PROXY REPRESENTATION.  Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or by his attorney-in-fact.  No
proxy shall be voted or acted upon after three years from its date unless such
proxy provides for a longer period.  A duly executed proxy shall be irrevocable
if it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power.  A proxy
may be made irrevocable regardless of whether the interest with which it is
coupled is an interest in the stock itself or an interest in the corporation
generally.

      -     INSPECTORS AND JUDGES.  The directors, in advance of any meeting,
may, but need not, appoint one or more inspectors of election or judges of the
vote, as the case may be, to act at the meeting or any adjournment thereof.  If
an inspector or inspectors or judge or judges are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors or
judges.  In case any person who may be appointed as a inspector or judge fails
to appear or act, the vacancy may be filled by appointment made by the
directors in advance of the meeting or at the meeting by the person presiding
thereat.  Each inspector or judge, if any, before entering upon the discharge
of his duties, shall take and sign an oath faithfully to execute the duties of
inspector or judge at such meeting with strict impartiality and





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according to the best of his ability.  The inspectors or judges, if any, shall
determine the number of shares of stock outstanding and the voting power of
each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders.  On request of the person presiding at
the meeting, the inspector or inspectors or judge or judges, if any, shall make
a report in writing of any challenge, question or matter determined by him or
them and execute a certificate of any fact found by him or them.

      -     QUORUM.  The holders of a majority of the outstanding shares of
stock shall constitute a quorum at a meeting of stockholders for the
transaction of any business.  The stockholders present may adjourn the meeting
despite the absence of a quorum.

      -     VOTING.  Each share of stock shall entitle the holder thereof to
one vote.  In the election of directors, a plurality of the votes cast shall
elect.  Any other action shall be authorized by a majority of the votes cast
except where the General Corporation Law, the Certificate of Incorporation or
these Bylaws prescribes a different percentage of votes and/or a different
exercise of voting power.  In the election of directors, voting need not be by
ballot.  Voting by ballot shall not be required for any other corporate action
except as otherwise provided by the General Corporation Law.

      -     STOCKHOLDER ACTION WITHOUT MEETINGS.  Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken for or
in connection with any corporate action, the meeting and vote of stockholders
may be dispensed with if all of the stockholders who would have been entitled
to vote upon the action if such meeting were held shall consent in writing to
such corporate action being taken; or if less than all of said stockholders,
but not less than those having at least the minimum voting power required to
take corporate action under the provisions of the General Corporation Law, the
Certificate of Incorporation or these Bylaws, shall consent in writing to such
corporate action; provided that prompt notice be given to all stockholders of
the taking of such action without a meeting and by less than unanimous written
consent.


                                   ARTICLE II

                                   DIRECTORS

      1.    FUNCTIONS AND DEFINITION.  The business of the corporation shall be
managed by the Board of Directors of the corporation.  The use of the phrase
"whole board" herein refers to the total number of directors which the
corporation would have if there were no vacancies.

      2.    QUALIFICATIONS AND NUMBER.  A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware.  The
initial Board of Directors shall consist of eight persons.  Thereafter the
number of directors constituting the





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whole board shall be at least three, except that, where all the shares of stock
of the corporation are owned beneficially and of record by less than three
stockholders, the number of directors may be less than three but not less than
the number of such stockholders.  Subject to the foregoing limitation and
except for the first Board of Directors, such number may be fixed from time to
time by action of the directors, or, if the number is not fixed, the number
shall be three.  The number of directors may be increased or decreased by
action of the directors.

      3.    ELECTION AND TERM.  The directors shall be divided into three
classes:  Class A, Class B and Class C.  Such classes shall be as nearly equal
in number as possible.  The term of office of the initial Class A directors
shall expire at the Annual Meeting of Stockholders in 1996; the term of office
of the initial Class B directors shall expire at the Annual Meeting of
Stockholders in 1997; and the term of office of the initial Class C directors
shall expire at the Annual Meeting of Stockholders in 1998, or thereafter in
each case when their respective successors are elected and have qualified.  At
each annual election held after classification and the initial election of
directors according to classes, the directors chosen to succeed those whose
terms then expire shall be identified as being of the same class as the
directors they succeed and shall be elected for a term expiring at the third
succeeding annual meeting or thereafter when their respective successors in
each case are elected and have qualified.  If the number of directors is
changed, any increase or decrease in directors shall be apportioned among the
classes so as to maintain all classes in nearly equal in number as possible and
any individual director elected to any class shall hold office for a term which
shall coincide with the term of such class.  If the office of any director
becomes vacant at any time by reason of death, resignation, retirement,
disqualification, removal from office or otherwise, or if any new directorship
is created by any increase in the authorized number of directors, a majority of
the directors then in office, although less than a quorum, or the sole
remaining director, may choose a successor or fill the vacancy or the newly
created directorship, and the director so chosen shall hold office, subject to
the provisions of these Bylaws, until the expiration of the term of the class
to which he has been chosen and until his successor shall be duly elected and
qualified.

      4.    MEETINGS.

      -     TIME.  Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.

      -     PLACE.  Meetings may be held at such place within or without the
State of Delaware as shall be fixed by the Board or in the call of the meeting.
Meetings may be held, and members may be present at any meeting, by long
distance or conference telephone connection.

      -     CALL.  No call shall be required for regular meetings for which the
time and place have been fixed.  Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice Chairman of the Board,
if any, of the President, or of a majority of the directors in office.





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      -     NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors.  The notice of any meeting need not specify the purpose of the
meeting.  Any requirement of furnishing a notice shall be waived by any
director who participates therein or signs a written waiver of such notice
before or after the time stated therein.

      -     QUORUM AND ACTION.  One-third of the whole Board, but not less than
two members, shall constitute a quorum except for filling a vacancy or
vacancies as provided in Article II, Section 3.  A majority of the directors
present, whether or not a quorum exists, may adjourn a meeting to another time
and place.  Except as otherwise provided by the General Corporation Law, the
Board shall act by vote of a majority of the directors present at a meeting, a
quorum existing.

      -     CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and if
present and acting, shall preside at all meetings.  Otherwise, the Vice
Chairman of the Board, if any and if present and acting, or the President, if
present and acting, or any other director chosen by the Board, shall preside.

      5.    REMOVAL OF DIRECTORS.  Any or all of the directors may be removed
for cause by the stockholders or the Board of Directors.

      6.    COMMITTEES.  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 two 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.  Any
such committee, to the extent provided in the resolution of the Board, shall
have and may exercise the powers 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.  In the absence
or disqualification of any member of any such committee or committees, 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.

      7.    ACTION IN WRITING.  Any action required or permitted to be taken at
any meeting of the Board of Directors or 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.





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                                  ARTICLE III

                                    OFFICERS

      1.    OFFICERS SHALL BE CHOSEN BY DIRECTORS.  The officers of the
corporation shall be elected by the Board of Directors and shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer.  The Board
of Directors may also elect a Chairman of the Board of Directors, a Vice
Chairman thereof, one or more Executive Vice Presidents, a Controller, and one
or more Assistant Secretaries and Assistant Treasurers; two or more offices may
be held by the same person.

      2.    ELECTION AT DIRECTORS' ORGANIZATION MEETING.  The Board of
Directors at its first meeting and thereafter annually shall elect a President,
a Vice President, a Secretary and a Treasurer.

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

      4.    COMPENSATION.  The salaries of all officers of the corporation
shall be fixed by the Board of Directors.

      5.    TENURE.  The officers of the corporation shall hold office until
their successors are chosen and qualify.  Any officer elected or appointed by
the Board of Directors may be removed for cause or without cause at any time by
the affirmative vote of a majority of the members of the Board of Directors.
Any officer may resign at any time upon written notice.  Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.

      6.    CHIEF EXECUTIVE OFFICER.  The powers of the Chief Executive Officer
of the corporation shall be vested in the President, unless the Chairman of the
Board has previously been designated by the Board of Directors to be the Chief
Executive Officer of the corporation.  If the powers of the Chief Executive
Officer shall be vested solely in the Chairman of the Board, the President
shall be subordinate only to the Chairman of the Board and shall be the Chief
Operating Officer of the corporation and shall be in charge of, and exercise
general supervisory control over, all operational phases and departments of the
corporation.  In general, the Chief Executive Officer shall perform all duties
usually vested in the Chief Executive Officer of a corporation and such other
duties as may be prescribed from time to time by the Board of Directors.

      The President shall preside at all meetings of the stockholders and of
the Board of Directors, unless there shall be a Chairman of the Board, in which
case the President shall preside in the absence or with the consent of the
Chairman of the Board.

      7.    VICE PRESIDENT.  A Vice President shall have such powers and
perform such duties as may be assigned to him by the Board of Directors or the
Chief Executive Officer of





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the corporation.  In the absence or disability of the Chief Executive Officer
of the corporation and the President, the Vice President, if only one, and if
more than one, a Vice President designated by the Board of Directors or the
Chief Executive Officer of the corporation shall perform the duties and
exercise the powers of the Chief Executive Officer.  A Vice President may sign
and execute contracts and other obligations pertaining to the regular course of
his duties.

      8.    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,
and shall perform such other duties as may be prescribed by the Board of
Directors or the Chief Executive Officer of the corporation, under whose
supervision he shall be.  He shall have custody of the corporate seal of the
corporation and he, or an Assistant Secretary, shall have authority to affix
the same to any instrument requiring it, and when so affixed it may be attested
by his signature or by the signature of such Assistant Secretary.  The Board of
Directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.  The Secretary may
sign and execute contracts and other obligations pertaining to the regular
course of his duties.

      9.    ASSISTANT SECRETARIES.  An Assistant Secretary shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Board of Directors or the Chief Executive Officer of the
corporation may from time to time prescribe.

      10.   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.  He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the Chief Executive Officer of the corporation and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the financial condition
of the corporation.  If required by the Board of Directors, the Treasurer shall
give the corporation a bond, in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.

      11.   ASSISTANT TREASURER.  An Assistant Treasurer shall, in the absence
or disability of the Treasurer, perform the duties and exercise the powers of
the Treasurer and shall perform such other duties and have such other powers as
the Board of Directors or the Chief Executive Officer of the corporation may
from time to time prescribe.





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<PAGE>   10

      12.   DELEGATION OF POWER.  In case of absence of any officer of the
corporation or for any other reason that the Board of Directors may deem
sufficient, the Board may delegate the powers or duties of such officer to any
other officer or to any director for the time being, provided a majority of the
entire Board concurs therein.


                                   ARTICLE IV

                                 CORPORATE SEAL

      The corporate seal shall be in such form as the Board of Directors shall
prescribe.


                                   ARTICLE V

                                  FISCAL YEAR

      The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.


                                   ARTICLE VI

                                   AMENDMENTS

      These Bylaws may be made, altered, amended or repealed, subject to the
provisions of the Certificate of Incorporation, at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such making, alteration,
amendment or repeal be contained in the notice of such special meeting;
provided, however, that any Bylaw, other than an original Bylaw, which provides
for the election of directors by classes for staggered terms shall be adopted
by the stockholders.  Notwithstanding the foregoing, any amendment of Article
II hereof shall require the affirmative vote of a majority of the members of
the Board of Directors or of holders of two-thirds (2/3s) of the outstanding
shares entitled to vote.


                                  ARTICLE VII

                                INDEMNIFICATION

      1.    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
this corporation, (not including any predecessor corporation), or is or was
serving at the request of this corporation (not including any predecessor
corporation) as a director, officer, employee or





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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 this corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of this corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

      2.    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 this corporation (not including any predecessor corporation), or is or
was serving at the request of this corporation (not including any predecessor
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 for negligence or misconduct in the performance
of his duty 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.

      3.    The indemnification provided by this Bylaw shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any Bylaw, 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 a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.





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